                                                             December 28, 2012




                                  JUDGMENT

                 The Fourteenth Court of Appeals
     TEXAS STANDARD OIL & GAS, L.P., GRIMES ENERGY CO., AND
                   PETROVAL, INC, Appellants

NO. 14-11-00125-CV                        V.

               FRANKEL OFFSHORE ENERGY, INC., Appellee
                   ________________________________

      This cause, an appeal from the Amended Final Judgment, signed December
8, 2010, was heard on the transcript of the record. We have inspected the record
and find error in the judgment.

      We order that the portion of Paragraph D.1. of the Amended Final Judgment
in which the trial court ordered rescission of the “Settlement Agreement and
Release of All Claims” between Frankel Offshore Energy, Inc., Texas Standard Oil
& Gas, L.P., Grimes Energy Co., and PetroVal, Inc. is REVERSED.

      We order that the portion of Paragraph D.4. of the Amended Final Judgment
in which the trial court ordered that Frankel Offshore Energy, Inc. recover
$1,359,643.55 from Grimes Energy Co., $1,970,959.73 from PetroVal, Inc., and
$679,571.78 from Texas Standard Oil & Gas, L.P., as equitable disgorgement for
their breach of fiduciary duties is REVERSED.
      We order that the entire Paragraph D.6. of the Amended Final Judgment is
REVERSED.

      We RENDER judgment denying Frankel Offshore Energy, Inc.’s request
for rescission of the “Settlement Agreement and Release of All Claims” between
Frankel Offshore Energy, Inc., Texas Standard Oil & Gas, L.P., Grimes Energy
Co., and PetroVal, Inc. and ordering that Frankel Offshore Energy, Inc. take
nothing on its request for equitable disgorgement.

      Further, we find no error in the remainder of the Amended Final Judgment
and order it AFFIRMED.
      We order Texas Standard Oil & Gas, L.P., Grimes Energy Co., and
PetroVal, Inc., jointly and severally, to pay twenty-five percent of the total costs of
the appeal and Frankel Offshore Energy, Inc. to pay seventy-five percent of the
total costs of the appeal. We further order this decision certified below for
observance.
