Baseline Oil & Gas Corp. ▼

                                AIA DOCUMENT A105

   STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR A SMALL PROJECT

                 WHERE THE BASIS OF PAYMENT IS A STIPULATED SUM

                           1993 SMALL PROJECTS EDITION

  Because this document has important legal consequences, we encourage you to
 consult with an attorney before signing it. Some states mandate u cancellation
   period or require other specific- disclosures, including warnings for hone
 improvement contract, when document such as this will he used .for Work on the
Owner's :s personal  . . .

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                               LIGHTBRIDGE, INC.,

                                    AS SELLER

                      VESTA CONSUMER CREDIT SERVICES, INC.,

                                    AS BUYER

                                       AND

                                VESTA CORPORATION

                          DATED AS OF FEBRUARY 20, 2007



                                    CONTENTS


                                                         . . .

THIS PROMISSORY NOTE ("NOTE") AND THE SHARES OF COMMON STOCK THAT MAY BE ISSUED
UPON CONVERSION OF THE NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"ACT") OR ANY STATE SECURITIES LAW ("BLUE SKY REQUIREMENTS"). NEITHER THIS NOTE
NOR THE SHARES OF COMMON STOCK WHICH THIS NOTE MAY BE CONVERTED MAY BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT
STATING  . . .

                                CREDIT AGREEMENT
                                   $75,000,000

                                   Dated as of

                                 April 12, 2007

                                      among

                            BASELINE OIL & GAS CORP.,
                                  as Borrower,

                    DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP,
                            as Administrative Agent,

                                       and

                            THE LENDERS PARTY HERETO

                      . . .

                              EMPLOYMENT AGREEMENT

            EMPLOYMENT AGREEMENT is effective as of December 5, 2006 (this
"Agreement") between Baseline Oil & Gas Corp., a Nevada corporation having its
principal place of business at 20022 Creek Farm, San Antonio, Texas 78259 (the
"Employer" or the "Company"), and Tom Kaetzer, an individual residing in the
State of Texas (the "Executive").

            WHEREAS, the Company and Executive desire that Executive's
relationship with the Company be governed by this Agreement and by the  . . .

<DESCRIPTION>LIMITED LIABILITY COMPANY AGREEMENT
<TEXT>

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             NEW ALBANY-INDIANA, LLC

            THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is
entered into effective as of the 25th day of November, 2005, by and among those
Persons who have executed this Agreement, and whose names and addresses are set
forth in Schedule A annexed hereto,  . . .

                            MUTUAL RELEASE AGREEMENT

      THIS MUTUAL RELEASE AGREEMENT (the "Agreement") is entered into this 8th
day of June, 2006 by and among (A) Rex Energy Royalties Limited Partnership, a
Delaware limited partnership ("Rex Royalties"), PennTex Resources, L.P., a Texas
limited partnership ("PennTex Resources"), PennTex Resources Illinois, Inc., a
Delaware corporation ("PennTex Illinois"), Douglas Oil & Gas Limited
Partnership, a Delaware limited partnership ("Douglas O&G"), Douglas
Westmoreland Limited  . . .

                                                           Execution Counterpart

                           PURCHASE AND SALE AGREEMENT

                                 by and between

                            Statex Petroleum I, L.P.
                                       and
                              Charles W. Gleeson LP
                                    (Seller)

                                       and

                            Baseline Oil & Gas Corp.
                                   (Purchaser)

                             dated December 20,  . . .

                               PURCHASE AGREEMENT

                                  BY AND AMONG

                            THE SELLERS NAMED HEREIN

                                       AND

                          COLLEGE OAK INVESTMENTS, INC.

                                January 16, 2006

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<PAGE>

                               PURCHASE AGREEMENT

      THIS PURCHASE AGREEMENT (the "Agreement") is entered into this 16th day of
January, 2006 by and among Rex  . . .

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of February 1, 2006, among Baseline Oil & Gas Corp., a Nevada
corporation (the "Company"), and the purchasers signatory hereto (each such
purchaser is a "Purchaser" and all such purchasers are, collectively, the
"Purchasers").

      This Agreement is made pursuant to the Stock Purchase Agreement, dated as
of _______________, 2006 among the Company and the Purchasers (the "Purchase
Agreement").

       . . .

                                 STOCK AGREEMENT

                                  BY AND AMONG

                           THE ACQUIRERS NAMED HEREIN

                                       AND

                         COLLEGE OAK INVESTMENTS, INC.,
                                  BARRIE DAMSON
                                       AND
                                   ALAN GAINES

                                JANUARY 16, 2006

================================================================================

<PAGE>

                                  . . .