BLUE DOLPHIN ENERGY CO (Form: 10-K, Received: 03/31/2015 16:22:07)

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Blue Dolphin. (1)
3.2		Amended and Restated By-Laws of Blue Dolphin. (2)
4.1		Specimen Stock Certificate. (3)
4.2		Form of Promissory Note issued pursuant to the Note and Warrant Purchase Agreement dated September 8, 2004. (4)
4.3		Promissory Note of Lazarus Louisiana Refinery II, LLC, payable to Blue Dolphin dated July 31, 2009. (5)
10.1		Blue Dolphin 2000 Stock Incentive Plan. (6) *
10.2		First Amendment to the Blue Dolphin 2000 Stock Incentive Plan. (7) *
10.3		Second Amendment to the Blue Dolphin 2000 Stock Incentive Plan. (8) *
10.4		Fourth Amendment to the Blue Dolphin 2000 Stock Incentive Plan. (9) *
10.5		Sale of American Resources Offshore, Inc. Common Stock Agreement between Blue Dolphin Exploration Co. and Ivar Siem, dated September 8, 2004. (4)
10.6		Purchase and Sale Agreement by and between Blue Dolphin Pipe Line Company and MCNIC, dated February 1, 2002. (10)
10.7		Purchase and Sale Agreement by and between Blue Dolphin, WBI Pipeline & Storage Group, Inc. and SemGas LP, dated October 29, 2004. (11)
10.8		Amendment to the Asset Purchase Agreement by and among MCNIC Offshore Pipeline and Processing Company and Blue Dolphin Pipe Line Company dated February 28, 2005. (12)
10.9		Asset Sale Agreement by and among WBI Energy Midstream, LLC and Blue Dolphin Pipeline Company dated February 5, 2014. **
10.10		Placement Agency Agreement by and between Blue Dolphin and Starlight Investments, LLC dated May 27, 2005. (13)
10.11		Form of Stock Purchase Agreement between Blue Dolphin and Osler Holdings Limited, Gilbo Invest AS, Spencer Energy AS, Spencer Finance Corp., Hudson Bay Fund, LP, Don Fogel and SIBEX Capital Fund, Inc. dated March 8, 2006. (14)
10.12		Loan and Option Agreement by and among Lazarus Energy Holdings, LLC, Lazarus Louisiana Refinery II, LLC, Lazarus Energy, LLC, Lazarus Environmental, LLC, and Blue Dolphin dated July 31, 2009. (15)
10.13		Sale and Purchase Agreement by and among Blue Dolphin Exploration Company, Blue Sky Langsa Limited and Blue Sky Energy and Power Inc. dated July 21, 2010. (16)
10.14		Option Agreement by and among Blue Dolphin Exploration Company, Blue Sky Langsa Limited and Blue Sky Energy and Power Inc. dated July 21, 2010. (17)
10.15		Sale and Purchase Agreement by and among Blue Dolphin Exploration Company and Blue Sky Langsa Limited dated November 6, 2012. (18)
10.16		Escrow Agreement by and among Blue Dolphin Exploration Company, Blue Sky Langsa Limited and Doherty & Doherty, LLC dated November 6, 2012. (19)
10.17		Assignment Agreement by and among Blue Dolphin Exploration Company and Blue Sky Langsa Limited dated November 6, 2012. (20)
10.18		Asset Purchase Agreement by and among Sunoco Partners Marketing & Terminals L.P. and Blue Dolphin Pipe Line Company and Bitter Creek Pipelines, LLC dated August 3, 2011. (21)
10.19		Master Easement Agreement effective as of December 11, 2013 by and between Blue Dolphin Pipe Line Company and FLNG Land, II, Inc. (22)
10.20		Letter of Intent effective as of December 11, 2013 by and between Blue Dolphin Pipe Line Company and Freeport LNG Expansion, L.P. (23)
10.21		Purchase and Sale Agreement dated July 12, 2011 by and among Blue Dolphin, Lazarus Energy Holdings, LLC, Lazarus Louisiana Refinery II, LLC, Lazarus Texas Refinery II, LLC, Lazarus Environmental, LLC, Lazarus Energy, LLC and Lazarus Energy Development, LLC. (24)
10.22		Management Agreement by and between Lazarus Energy Holdings, LLC, Lazarus Energy, LLC and Blue Dolphin effective as of February 15, 2012. (25)
10.23		Amendment No. 1 to Management Agreement dated May 12, 2014 by and among Lazarus Energy Holdings, LLC, Blue Dolphin and Lazarus Energy, LLC. (26)
10.24		Crude Oil Supply and Throughput Services Agreement by and between GEL Tex Marketing, LLC and Lazarus Energy, LLC dated as of August 12, 2011. (27)
10.25		Construction and Funding Contract by and between Lazarus Energy, LLC dated as of August 12, 2011. (28)
10.26		Joint Marketing Agreement by and between GEL Tex Marketing, LLC and Lazarus Energy, LLC dated as of August 12, 2011. (29)
10.27		Letter Agreement dated September 12, 2011 between GEL Tex Marketing, LLC, Milam Services, Inc., 1 st International Bank, Lazarus Energy LLC and Lazarus Energy Holdings LLC. (30)
10.28		Acknowledgment Letter between Lazarus Energy, LLC and GEL Tex Marketing, LLC dated June 1, 2012. (31)
10.29		Letter Agreement between Lazarus Energy, LLC and GEL Tex Marketing, LLC dated June 25, 2012. (32)
10.30		Letter Agreement between Lazarus Energy, LLC and GEL Tex Marketing, LLC dated July 30, 2012. (33)
10.31		Letter Agreement between Lazarus Energy, LLC and GEL Tex Marketing, LLC dated August 1, 2012. (34)

10.32		Letter Agreement dated June 10, 2012 between Lazarus Energy Holdings, LLC and Blue Dolphin Energy Company. (35)
10.33		Letter Agreement dated December 20, 2012 between Lazarus Energy, LLC, GEL Tex Marketing, LLC and Milam Services, Inc. (36)
10.34		Letter Agreement between Lazarus Energy, LLC, GEL TEX Marketing, LLC and Milam Services, Inc. dated February 21, 2013. (37)
10.35		Letter Agreement between Lazarus Energy, LLC, GEL TEX Marketing, LLC and Milam Services, Inc. dated February 21, 2013. (38)
10.37		Letter Agreement Regarding Certain Advances and Related Agreement between Lazarus Energy, LLC, GEL TEX Marketing, LLC, and Milam Services, Inc., effective October 24, 2013. (39)
10.38		Loan Agreement dated September 29, 2008 among 1 st International Bank as Lender, Lazarus Energy LLC as Borrower and Jonathan Pitts Carroll, Sr. and Lazarus Energy Holdings LLC as Guarantors. (40)
10.39		Forbearance Agreement dated August 12, 2011 by and among 1 st International Bank, Lazarus Energy LLC, Jonathan P. Carroll, Gina L. Carroll, Lazarus Energy Holdings, LLC, GEL Tex Marketing, LLC and Milam Services, Inc. (41)
10.40		Letter from American First National Bank to Lazarus Energy, LLC dated as of December 13, 2012. (42)
10.41		Note Modification Agreement effective June 1, 2013 by and between Lazarus Energy, LLC, Jonathan P. Carroll, Gina L. Carroll, Lazarus Energy Holdings, LLC, GEL TEX Marketing, LLC, Milam Services, Inc. and American First National Bank. (43)
10.42		Letter from American First National Bank to Lazarus Energy, LLC dated as of July 24, 2013. (44)
10.43		Promissory Note between Lazarus Energy LLC as maker and Notre Dame Investors Inc. as Payee in the Principal Amount of $8,000,000 dated June 1, 2006. (45)
10.44		Subordination Agreement effective August 21, 2008 by Notre Dame Investors, Inc. in favor of First International Bank. (46)
10.45		Intercreditor and Subordination Agreement dated September 29, 2008 by and between Notre Dame Investors, Inc., Richard Oberlin, Lazarus Energy LLC and First International Bank. (47)
10.46		Intercreditor and Subordination Agreement dated August 12, 2011 by and among John H. Kissick, Lazarus Energy LLC and Milam Services, Inc. (48)
10.47		First Amendment to Promissory Note by and between Lazarus Energy, LLC and John H. Kissick effective as of July 1, 2013. (49)
10.48		Second Amendment to Promissory Note by and between Lazarus Energy, LLC and John H. Kissick effective as of October 1, 2014. **
10.49		Loan and Security Agreement dated March 2, 2014 by and between Lazarus Refining & Marketing, LLC and Sovereign Bank. (50)
10.50		Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents, and Financing Statement dated May 2, 2014. (51)
10.51		Guaranty Agreement dated May 2, 2014 by Jonathan P. Carroll and Ingleside Crude LLC for the benefit of Sovereign Bank. (52)
10.52		Pledge Agreement dated May 2, 2014 between Sovereign Bank and Lazarus Energy Holdings, LLC. (53)
10.53		Promissory Note payable to Sovereign Bank dated May 2, 2014. (54)
10.54		Collateral Assignment dated May 2, 2014 by Lazarus Refining & Marketing, LLC for the benefit of Sovereign Bank. (55)
10.55		Collateral Assignment dated May 2, 2014 by Lazarus Refining & Marketing, LLC for the benefit of Sovereign Bank. (56)
14.1		Code of Ethics applicable to the Chairman, Chief Executive Officer and Senior Financial Officer. (57)
21.1		List of Subsidiaries of Blue Dolphin. **
23.1		Consent of UHY LLP. **
31.1		Jonathan P. Carroll Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. **
31.2		Tommy L. Byrd Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. **
32.1		Jonathan P. Carroll Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. **
32.2		Tommy L. Byrd Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS		XBRL Instance Document. **
101.SCH		XBRL Taxonomy Schema Document. **
101.CAL		XBRL Calculation Linkbase Document. **
101.LAB		XBRL Label Linkbase Document. **
101.PRE		XBRL Presentation Linkbase Document. **
101.DEF		XBRL Definition Linkbase Document. **

Execution Version

ASSET SALE AGREEMENT

This Asset Sale Agreement (the "Agreement') is entered into by and among WBI Energy Midstream, LLC, a Colorado limited liability company ("Seller") and Blue Dolphin Pipe Line Company, a Delaware corporation ("Buyer") on this 5 th day of February, 2014, provided that the effective date of the transactions contemplated in this Agreement shall be October 31, 2013 (the "Effective Date").

RECITALS

A. Buyer owns an 83.3% undivided beneficial interest in the herein described

Pipeline Assets and is the 100% record owner and operator of the Pipeline Assets. Seller owns the remaining 16.7% undivided beneficial interest in the Pipeline Assets.

B. The "Pipeline Assets" consist of:

(i)

A pipeline system (the "Blue Dolphin Pipeline") which includes: (A) a junction platform in Galveston Area Block 288 offshore; (B) an approximately 193 acre surface tract of land and facilities located thereon in Brazoria County, Texas near Freeport, Texas (the "Freeport Plant"); and (C) approximately 38 miles of 20-inch oil and natural gas pipeline running from GA 288 to the Freeport Plant where the pipeline comes ashore;

(ii)	A pipeline system (the "GA 350 Pipeline") which includes approximately 13 miles of 8-inch oil and natural gas pipeline extending from Galveston Area Block 350 to a termination point located in Galveston Area Block 391;

(iii)

An inactive pipeline system (the "Omega Pipeline") which originates in the High Island Area, East Addition Block A173 and extends to West Cameron Block 342; and

(iv)	Miscellaneous contracts, easements, rights of way, equipment and other tangible and intangible assets used, or held for use, in connection the ownership and operation of the Blue Dolphin Pipeline, the GA 350 Pipeline and the Omega Pipeline, all as more particularly described herein.

C. Buyer desires to purchase from Seller and Seller desires to sell to Buyer all of

Seller's right, title and interest in and to the Pipeline Assets on the terms and conditions herein set forth. For the avoidance of doubt, the parties acknowledge and agree that it is the parties' intent that Seller sell and convey to Buyer any and all right, title and interest, beneficial or otherwise, Seller has in the assets that are held or operated by Blue Dolphin Pipe Line Company.

NOW THEREFORE, in consideration of the premises, the mutual agreements contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. PIPELINE ASSETS PURCHASED AND SOLD; LIABILITIES ASSUMED.

1.1 Seller agrees to sell and convey to Buyer and Buyer agrees to purchase and accept

from Seller, on the terms and conditions set forth in this Agreement, all of Seller's right, title and interest in and to the Pipeline Assets, such Pipeline Assets being more particularly described on the attached Schedule A. For the avoidance of doubt, Seller's interest in the Pipeline Assets sold and purchased by Buyer hereunder shall also include all right, title and interest of Seller under that certain Master Easement Agreement dated December 11, 2013, by and between Buyer and FLNG LAND II, LLC a Delaware limited liability company and any and all payments made or to be made thereunder to which Seller is entitled.

1.2 Seller agrees to pay Buyer One Hundred Thousand and 00/100 dollars

($100,000.00), and, in exchange, Buyer hereby assumes and agrees to duly and timely pay and discharge any and all liabilities and duly and timely perform any and all obligations arising out of or otherwise related to the Pipeline Assets, whether existing as of Effective Date or thereafter arising, whether known or unknown, fixed or contingent, liquidated or unliquidated including, without limitation, all outstanding invoices payable by Seller to Buyer or to any third parties.

1.3 Subject to the terms set forth in Section 3, Seller further agrees to pay Eight

Hundred Fifty Thousand and 00/100 dollars ($850,000.00) to a bonding company or companies satisfactory to the Bureau of Ocean Energy Management (the "BOEM") to satisfy a demand by the BOEM to post one or more supplemental bonds for the decommissioning and abandonment of all, or a portion of, the Pipeline Assets (the "Supplemental Bond Payment"). The Supplemental Bond Payment(s) shall be made by Seller directly to the bonding company or companies providing such supplemental bond(s) upon being provided evidence reasonably satisfactory to Seller that the supplemental bond(s) will be promptly issued by the bonding company or companies upon receipt of the Supplemental Bond Payment(s).

2. PURCHASE PRICE. In addition to the other consideration included herein, the purchase price for the Pipeline Assets is One Dollar ($1.00) (the "Purchase Price").

3. COVENANTS OF BUYER. Buyer covenants and agrees as follows:

3.1 use the Supplemental Bond Payment solely to obtain a supplemental bond(s)

which has been formally requested by the BOEM and to maintain the supplemental(s) bond until such time as such bond is no longer required by the BOEM to be posted;

3.2 conduct all operations for removal or abandonment of Pipeline Assets in a good

and workman-like manner and in compliance with all then applicable laws and regulations; and

3.3 duly and timely pay, or cause to be paid, all invoices of vendors, suppliers and others providing goods and services in connection with the removal or abandonment of the Pipeline Assets, except for specific invoices that are being disputed by Buyer in good faith by appropriate proceedings.

4.	TERMINATION OF CERTAIN AGREEMENTS RELATING TO THE PIPELINE ASSETS.

4.1 Buyer and Seller hereby mutually terminate the following agreements, in each

case effective as of the Effective Date: (a) that certain Amended and Restated Operating Agreement dated March 1, 1999 (the "1999 Operating Agreement"), and (b) that certain Amendment and Merger of Operating Agreements dated January 1, 2002 (the "Amended Operating Agreement", and together with the 1999 Operating Agreement, the "Operating Agreements").

4.2 Buyer and Seller hereby mutually terminate that certain partnership for federal

income tax purposes formed pursuant to Exhibit 15.02 to the Operating Agreement, effective as of the Effective Date.

5.	SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Buyer as follows:

5.1 Corporate Existence. Seller is now a limited liability company duly organized

and validly existing under the laws of the state of Colorado and is duly qualified to do business in, and is in good standing under the laws of the State of Texas.

5.2 Authorization. The execution, delivery, and performance of this Agreement is

duly authorized by all necessary action by the board of managers of Seller and this Agreement constitutes a valid and binding Agreement of Seller in accordance with its terms.

5.3 No Warranty of Title; Liens Granted by Seller. Seller makes no warranty of

title, either express or implied, in connection with the sale of the Pipeline Assets. Buyer is solely responsible for assuring itself of the adequacy of Seller's title, and will have no recourse against Seller in the event of any failure in title. The Seller's interest in the Pipeline Assets is free and clear of liens specifically and consensually granted by Seller. Seller makes no representations regarding the existence or absence of liens on the Pipeline Assets granted or incurred by others, including, without limitation, liens granted or incurred by action or inaction of Buyer as operator of the Pipeline Assets.

5.4 Brokers and Finders. Seller has not employed any broker or finder in

connection with the transaction contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment.

5.5 Transfer Not Subject to Encumbrances or Third-Party Approval. To the best

of Seller's knowledge, the execution and delivery of this Agreement by Seller and the consummation of the contemplated transaction, will not result in the creation or imposition of any valid lien, charge, or encumbrance on Seller's interest in the Pipeline Assets, and will not require the authorization, consent, or approval of any non-governmental third party.

5.6 Disclaimer of Other Representations and Warranties. SELLER IS SELLING ITS INTEREST IN THE PIPELINE ASSETS "AS IS, WHERE IS" WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. IN PARTICULAR, NEITHER SELLER NOR ANY OF ITS AFFILIATES, REPRESENTATIVES, OR ADVISORS HAVE MADE, OR SHALL BE DEEMD TO HAVE MADE, TO BUYER ANY REPRESENTATION OR WARRANTY REGARDING THE PIPELINE ASSETS, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTIUCLAR PURPOSE AND ANY EXPRESS OF IMPLIED WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF HAZARADOUS SUBSTANCES, WASTES, OR MATERIALS INTO THE ENVIRONMENT, THE PRO 1ECTION OF THE ENVIRONMENT OR HEALTH, OR THE ENVIRONMENTAL CONDITION OF THE PIPELINE ASSETS.

6.	REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER. Buyer represents, warrants, and covenants as follows:

6.1 Corporate Existence. Buyer is a corporation duly organized and validly existing

under the laws of the state of Delaware and is duly qualified to do business in, and is in good standing under the laws of the State of Texas. Buyer has all requisite power and authority to enter into this Agreement and perform its obligations hereunder pursuant to Buyer's articles of incorporation and bylaws.

6.2 Authorization. The execution, delivery, and performance of this Agreement and

all related agreements being executed as part of this transaction have been duly authorized and approved by the board of directors of Buyer, and this Agreement constitutes a valid and binding Agreement of Buyer in accordance with its terms.

6.3 Brokers and Finders. Buyer has not employed any broker or finder in

connection with the transactions contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment.

6.4 Independent Evaluation. Buyer represents that it is sophisticated in the

evaluation, purchase, operation, and ownership of pipelines and other facilities such as the Pipeline Assets. In making its decision to enter into this Agreement and to consummate the contemplated transaction, Buyer represents that it has relied solely on its own independent investigation and evaluation of the Pipeline Assets and has satisfied itself as to the physical condition and the environmental condition of the Pipeline Assets.

6.5 Reliance. Buyer acknowledges and agrees that it is entitled to rely only on the

express representations and warranties of Seller set forth in this Agreement. Buyer may not rely on any other representations or warranties of Seller.

7.	INDEMNIFICATION; SURVIVAL AND RELEASE.

7.1 Seller's Indemnification. Seller agrees to defend, indemnify and hold Buyer, its successors, assigns, affiliates, officers, and employees harmless from and against any and all damages resulting from any misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Seller under this Agreement.

7.2 Buyer's Indemnification. Buyer agrees to release, defend, indemnify and hold Seller, its successors, assigns, affiliates, officers, and employees harmless from and against:

7.2.1 Any and all claims, liabilities, and obligations of every kind and description, fixed, contingent or otherwise, arising out of or related to the Pipeline Assets including but not limited to the Freeport Plant and any abandonment and decommissioning liabilities, whether existing on or arising after the Effective Date.

7.2.2 Any and all damages resulting from any misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Buyer under this Agreement.

7.3 Buyers Release of All Claims. Buyer does hereby release and forever discharge Seller, as well as its respective officers, directors, shareholders, partners, subsidiaries, affiliates, employees, representatives, agents, attorneys, consultants, successors, and assigns from all theories of recovery of whatever nature, arising on or before the Closing Date, whether presently known or unknown, recognized by the law of any jurisdiction, including but not limited to actions, causes of action, demands, liabilities, suits, administrative proceedings, payments, charges, obligations, and judgments, whether arising in contract or in tort, at law or in equity, or under any theory of liability including any theory of strict liability, trespass, nuisance, breach of duty, fraud, negligent misrepresentation, common law or statutory negligence, property damage, breach of contract, violations of the accommodation doctrine, conspiracy, quantum meruit, mental anguish, gross negligence, exemplary damages, intentional acts or omissions, or violation of any statutory duty under State or Federal law, arising out of, relating to, or concerning the Pipeline Assets or the Parties' acts or omissions which pertain in any way to the Pipeline Assets. Notwithstanding anything stated herein to the contrary, it is understood and agreed that this release does not include or affect any claim for breach of this Agreement.

7.4 Seller's Release of All Claims. Seller does hereby release and forever discharge Buyer, as well as its respective officers, directors, shareholders, partners, subsidiaries, affiliates, employees, representatives, agents, attorneys, consultants, successors, and assigns from all theories of recovery of whatever nature, arising on or before the Closing Date, whether presently known or unknown, recognized by the law of any jurisdiction, including but not limited to actions, causes of action, demands, liabilities, suits, administrative proceedings, payments, charges, obligations, and judgments, whether arising in contract or in tort, at law or in equity, or under any theory of liability including any theory of strict liability, trespass, nuisance, breach of duty, fraud, negligent misrepresentation, common law or statutory negligence, property damage, breach of contract, violations of the accommodation doctrine, conspiracy, quantum meruit, mental anguish, gross negligence, exemplary damages, intentional acts or omissions, or violation of any statutory duty under State or Federal law, arising out of, relating to, or concerning the Pipeline Assets or the Parties' acts or omissions which pertain in any way to the Pipeline Assets. Notwithstanding anything stated herein to the contrary, it is understood and agreed that this release does not include or affect any claim for breach of this Agreement.

7.5 Survival of Representations, Warranties, and Covenants. All representations, warranties, and covenants made in this Agreement shall survive the closing of this Agreement. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall promptly give written notice thereof to all other parties to this Agreement.

8. CLOSING AND TERMINATION OF OBLIGATIONS.

8.1 Time. This Agreement is being entered into and closed (the "Closing") on the date first above written (the "Closing Date") provided that the Effective Date shall be October 31, 2013.

8.2 Obligations of Seller at the Closing. At the Closing, Seller shall deliver to Buyer (i) One Hundred Thousand and 00/100 ($100,000.00), (ii) a Quitclaim Deed and Bill of Sale conveying the Pipeline Assets to Buyer in form and substance satisfactory to both Buyer and Seller, and (iii) the Supplemental Bond Payment.

8.3 Obligations of Buyer at the Closing. At the Closing, Buyer shall pay the Purchase Price to Seller.

8.4 Survival of Obligations. Except for the obligations of Seller and Buyer contained in Section 8.2 and 8.3 above, all obligations of Seller and Buyer in this Agreement shall survive Closing and remain in full force and effect.

8.4.1 Notwithstanding the foregoing, the obligations of Seller to Buyer under Section 1.3 shall terminate immediately and without further action by Buyer or Seller upon the breach of this Agreement by Buyer; provided, however, that if such breach is capable of being cured, such termination by Seller shall not become effective until the thirtieth (30 th ) day after Seller gives Buyer notice of such breach and if such breach is not fully cured within such thirty (30) day period;

9. MISCELLANEOUS.

9.1 Expenses. Except as otherwise expressly provided herein, each party to this

Agreement shall each pay its own expenses (including, without limitation, the fees and expenses of its agents, representatives, counsel, and accountants) incurred in connection with the negotiation, drafting, execution, delivery and performance of this Agreement and the transactions contemplated hereby.

9.2 Recitals, Schedules, and Exhibits. The Recitals, Schedules and Exhibits to this

Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

9.3 Successors and Assigns. No party to this Agreement may assign any of its rights

hereunder without the prior written consent of the other parties, or delegate any of its responsibilities.

9.4 Waiver. No provision of this Agreement shall be deemed waived by course of

conduct, including the act of closing, unless such waiver is made in a writing signed by all then existing or surviving parties hereto, stating that it is intended specifically to modify this Agreement, nor shall any course of conduct operate or be construed as a waiver of any subsequent breach of this Agreement whether of a similar or dissimilar nature.

9.5 Entire Agreement. This Agreement (together with the Exhibits attached hereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by Buyer, or any of its subsidiaries or affiliates, or Seller (or by any member, director, officer, employee, shareholder, agent, or other representative of such parties) relating to the matters contemplated hereby. This Agreement (together with the Exhibits attached hereto) constitutes the entire agreement between the parties and there are no agreements or commitments except as expressly set forth herein.

9.6 Further Assurances. Each of the parties hereto agrees to execute all further documents and instruments and to take or to cause to be taken all reasonable actions which are necessary or appropriate to complete the transactions contemplated by this Agreement.

9.7 Notices. All notices, demands, requests, and other communications hereunder shall be in writing and shall be deemed to have been duly given and shall be effective upon receipt if delivered by hand, or sent by certified or registered United States mail, postage prepaid and return receipt requested, or by prepaid overnight express service or facsimile transmission (with receipt confirmed). Notices shall be sent to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice; provided that such notice shall be effective only upon receipt thereof):

If to Seller:

WBI Energy Midstream, LLC

1250 West Century Ave. Bismarck, ND 58503

Attention: General Counsel

If to Buyer:

Blue Dolphin Pipe Line Company

801 Travis, Suite 2100

Houston, TX 77002

Attention: Jonathan Carroll,

Chief Executive Officer

9.8 Amendments, Supplements, Etc. This Agreement may be amended or modified only by a written instrument executed by all then existing or surviving parties hereto which states specifically that it is intended to amend or modify this Agreement.

9.9 Severability. In the event that any provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein and, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible but still be legal, valid and enforceable.

9.10 Governing Law. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state of Texas, without giving effect to the conflicts of laws principles thereof.

9.11 Execution in Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original manually signed copy of this Agreement.

9.12 Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, including expert witness fees, to resolve the dispute and to enforce the final judgment.

[Signatures on following page]

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date set forth above.

SELLER:		BUYER:

WBI ENERGY MIDSTREAM, LLC		BLUE DOLPHIN PIPE LINE COMPANY

By:	/s/STEVEN L. BIETZ	By:	/s/JONATHAN P. CARROLL
Name:	Steven L. Bietz	Name:	Jonathan P. Carroll
Title:	President & CEO		Chief Executive Officer

[Signature Page to Asset Sale Agreement by and between

WBI Energy Midstream, LLC as Seller and Blue Dolphin Pipe Line Company as Buyer]

SCHEDULE A

PIPELINE ASSETS

BLUE DOLPHIN PIPELINE

(a)	Easements, Permits, and Rights-of-Way (as described below)

(b)	Pipeline Systems. All pipeline systems on or within the below-described easements and permits, and all improvements, fixtures, equipment, personal property and appurtenances therein and thereon that are used or held for use in connection therewith.

EASEMENT/PERMIT	DATE	GRANTOR

BLUE DOLPHIN 20" PIPELINE

1. ROW decision OCS-G 1381	5/24/1965	Bureau of Land Management

2. Permit No. 6548	7/15/1965	U.S. Army Corps of Engineers

3. Renewal of Easement	6/2/1995	State of Texas

Being more particularly described in instrument No. ME 85-091 recorded under clerk's file number 95022366 of the Deed Records of Brazoria County, Texas

4. Permit	5/24/1965	Brazoria Granting permission for pipeline under and across Surfside Beach to a Tract 214

5. Easement	12/6/1965	Shell Oil Company

Being more particularly described in instrument recorded in Volume 929, Page 816 of the Deed Records of Brazoria County, Texas

6. (a) Permit	8/23/1965	Brazoria County

Granting permission for a pipeline under and across and County Road Numbers 257, 756, 690, and 229

(b) Easement	3/6/1972	Dow Chemical Company

Being more particularly described in instrument recorded in Volume 1129, Page 531 of the Deed Records of Brazoria County, Texas

7. Permit No. 6588	7/28/1965	U.S. Army Corps of Engineers

8. Permit	8/23/1965	Brazoria County

Granting permission for a pipeline under and across County Road Numbers 257, 756, 690, and 229

9. Permit No. 6614	8/27/1965	U.S. Army Corps of Engineers

10. Easement	8/24/1985	State of Texas

Being more particularly described in instrument No. ME 85-128 recorded in Volume (86)244, Page 964 of the Deed Records of Brazoria County, Texas


11. Permit No. 6615	8/30/1965	U.S. Army Corps of Engineers

12. Easement	8/24/1985	State of Texas

Being more particularly described in instrument No. ME 85-126 recorded in Volume (86)244, Page 958 of the Deed Records of Brazoria County, Texas

13. Easement	8/30/1965	Velasco Drainage

Being more particularly described in instrument recorded in Volume 927, Page 680 of the Deed Records of Brazoria County, Texas

BLUE DOLPHIN PIPELINE CO. 16" PIPELINE

1. Cathodic Protection Easement	6/24/1966	Shell Oil Company

2. Easement	12/6/1965	Shell Oil Company

Being more particularly described in instrument recorded in Volume 929, Page 816 of the Deed Records of Brazoria County, Texas

3. Permit No. 65-3358	8/19/1965	Texas Highway Dept.

4. Permit No. 6613	8/30/1965	U.S. Army Corps of Engineers

5. Easement	8/24/1985	State of Texas

Being more particularly described in instrument No. ME 85-131 recorded in Volume (86)247, Page 828 of the Deed Records of Brazoria County, Texas

6. Easement	8/30/1965	Velasco Drainage

Being more particularly described in instrument recorded in Volume 927, Page 680 of the Deed Records of Brazoria County, Texas

7. Easement "A"	9/21/1965	Dow Chemical Co.

Being more particularly described in instrument recorded in Volume 925, Page 252 of the Deed Records of Brazoria County, Texas as amended by instrument filed for record in the Deed Records of Brazoria County, Texas under Volume 1006, Page 744 and Partial Release under File No. 92-40472.

8. (a) Permit	8/23/1965	Brazoria County

Granting permission for a pipeline under and across County Road Numbers 257, 756, 690, and 229

(b) Easement	3/6/1972	Down Chemical Company

Being more particularly described in instrument recorded in Volume 1129, Page 531 of the Deed Records of Brazoria County, Texas

BLUE DOLPHIN 6 - 5 / 8" NORTH LATERAL PIPELINE (NGPL)

1. ROW decision OCS-G 4350	9/18/1980	Bureau of Land Management


From 03/17/2006 application filed, it is now under OCS-026981

2. Easement	9/3/1990	State of Texas

Being more particularly described in instrument No. ME 80-0204 recorded under clerk's file number 9042112 of the Deed Records of Brazoria County, Texas

3. Permit Application No. 14500	8/1/1980	U.S. Army Corps of Engineers

BLUE DOLPHIN 6 - 5 / 8" EAST LATERAL PIPELINE (Cockrell)

1. ROW decision OCSG 12688	10/12/1990	Minerals Management Service

BLUE DOLPHIN 4 - 1 / 2" SOUTH LATERAL PIPELINE (Kerr-McGee)

1. ROW decision OCS-G 8543	9/25/1986	Minerals Management Service (Koch)

BLUE DOLPHIN 8 - 5 / 8" LATERAL PIPELINE

1. ROW decision OCS - 13220	9/4/1991	Minerals Management Service BLUE

2. Permit Application No. 19391	8/26/1991	U.S. Army Corps of Engineers (Burlington)

BLUE DOLPHIN 8" SOUTH LATERAL PIPELINE

1. ROW decision OCS-G 8606	3/5/1987	Minerals Management Service

BLUE DOLPHIN 6 - 5 / 8" NORTH LATERAL PIPELINE (Coastal)

1. ROW decision OCS-G 1381-A	7/1/1976	Minerals Management Service

2. Permit Application No. 11166	3/30/1976	U.S. Army Corps of Engineers

BLUE DOLPHIN 8" PIPELINE (Houston Pipe Line Company)

1. Memorandum of Easement	6/20/1996	State of Texas

Being more particularly described in instrument No. ME 850197 recorded under clerk's file number 96028174 of the Deed Records of Brazoria County, Texas

2. Easement	3/11/1976	Alvin R. Martin

Being more particularly described in instrument recorded in Volume 1283, Page 699 of the Deed Records of Brazoria County, Texas. Insofar and only insofar as easement lies south of engineers station 378+59 on that Houston Pipeline Drawing No. HC-133603-H


3. Easement	3/18/1976	Sidney L. Martin

Being more particularly described in instrument recorded in Volume 1283, Page 695 of the Deed Records of Brazoria County, Texas. Insofar and only insofar as easement lies south of engineers station 378+59 on that Houston Pipeline Drawing No. HC-133603-H.

4. Easement	3/18/1976	Isabel Martin Seyfried

Being more particularly described in instrument recorded in Volume 1283, Page 697 of the Deed Records of Brazoria County, Texas, Insofar and only insofar as easement lies south of engineers station 378+59 on that Houston Pipeline Drawing No. HC-133603-H.

5. Permit	11/3/1975	Brazoria County

Granting permission to construct a pipeline under and across certain roads in Brazoria County, Texas (County Road 257).

OMEGA PIPELINE

(a)	Easements, Permits, and Rights-of-Way (as described below)

(b)	Pipeline Systems. All pipeline systems on or within the below-described easements and permits, and all improvements, fixtures, equipment, personal property and appurtenances therein and thereon that are used or held for use in connection therewith.

OMEGA 12 - 3 / 4" PIPELINE


1. ROW assignment OCS-G 19655	5/1/1997	Minerals Management Service (Formerly OCS-G 9327)

2. ROW decision OCS-G 9327	11/3/1987	Minerals Management Service

3. Permit No. 3473	2/14/1997	U.S. Army Corps of Engineers

4. ROW decision OCS-G 10098		Minerals Management Service

PROPERTY DESCRIPTION

Tract 1

Lots 33, 34, 35, 36, 71, 72, 86, 87, 88, 89, 90. 91, 92, 148, 149, 150, 151 (less and except a 1.37741 acre tract more particularly described in a deed from O.T. Maxwell et ux recorded in Volume 917, Page 810 of the Deed Records of Brazoria County, Texas), 152, 153 and 214 of the Brazos Coast Investment Company Subdivision No. 1, in the B.T. Archer Leauge, Abstract 9, Brazoria County, Texas.

Tract 2

Lots 38 (less and except a 1.2 acre tract of land conveyed to the United States of America in instrument recorded in Volume 319, Page 55 of the Deed Records of Brazoria County, Texas), 47, 48 and 83 of the Brazos Coast Investment Company Subdivision No. 8, in the F.J. Calvit League, Abstract 51, Brazoria County, Texas.

Tract 5

A 6.769 acre tract of land being the sound half of Cone Island in the B.T. Archer Leauge, Abstract 9, Brazoria County, Texas.

Tract 6

A 57.082 acre tract of land out of the F.J. Calvit League, Abstract 51, Brazoria County, Texas.

RIGHT-OF-WAY EASEMENT

Right-of-Way easement No. ME 85-132 from the State of Texas to Shell Oil Company dated August 24, 1985, 30 feet in width, being 15 feet on either side of the lines as constructed, as same is set forth in instrument recorded in Volume (85)218, Page 55 of the Official Records of Brazoria County, Texas.

—END-

Delaware		73-1268729
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

801 Travis Street, Suite 2100 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OTCQX

PART I

	ITEM 1	BUSINESS		7

	ITEM 1A.	RISK FACTORS		15

	ITEM 1B.	UNRESOLVED STAFF COMMENTS		22

	ITEM 2.	PROPERTIES		22

	ITEM 3.	LEGAL PROCEEDINGS		23

	ITEM 4.	MINE SAFETY DISCLOSURES		23

PART II

	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		24

	ITEM 6.	SELECTED FINANCIAL DATA		24

	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25

	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		38

	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		40

			Report of Independent Registered Public Accounting Firm	41

			Consolidated Balance Sheets	42

			Consolidated Statements of Operations	43

			Consolidated Statements of Stockholders’ Equity	44

			Consolidated Statements of Cash Flows	45

			Notes to Consolidated Financial Statements	46

	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		73

	ITEM 9A.	CONTROLS AND PROCEDURES		73

	ITEM 9B.	OTHER INFORMATION		74

PART III

	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		75

	ITEM 11.	EXECUTIVE COMPENSATION		79

	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTER		81

	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		82

	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		82

PART IV

	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		83

SIGNATURES				87

Property	Business Segment(s)	Acres	Owned / Leased	Location
Nixon Facility	Refinery Operations	56	Owned	Nixon, Wilson County, Texas
Freeport Facility	Pipeline Transportation	193	Owned	Freeport, Brazoria County, Texas
Pipelines and Oil and Gas Properties	Pipeline Transportation	--	Owned/ Leasehold Interests	Gulf of Mexico
Corporate Headquarters	Corporate and Other	--	Lease	Houston, Harris County, Texas

Pipeline	Location	Ownership	Miles	Natural Gas Capacity (MMcf/d)

Blue Dolphin Pipeline (1)	Gulf of Mexico	100%	38	180
GA 350 Pipeline	Gulf of Mexico	100%	13	65
Omega Pipeline (2)	Gulf of Mexico	100%	18	110

Quarter Ended	High		Low

2014
December 31	$	6.20	$	3.51
September 30	$	9.99	$	5.99
June 30	$	10.75	$	3.50
March 31	$	6.05	$	4.75

2013
December 31	$	6.90	$	4.15
September 30	$	7.00	$	5.01
June 30	$	6.49	$	5.12
March 31	$	9.97	$	5.00

(c)	Third, prior to the Investment Threshold Date and subject to the payment of the Base Construction Payment by LE and the Operations Payments by GEL, pursuant to (a) and (b) above, an amount shall be paid to GEL from Gross Profits equal to transportation costs, tank storage fees (if applicable), financial statement preparation fees (collectively, the “GEL Expense Items”), after which GEL shall be paid 80% of the remaining Gross Profits (any percentage of Gross Profits distributed to GEL, the “GEL Profit Share”) and LE shall be paid 20% of the remaining Gross Profits (any percentage of Gross Profits distributed to LE, the “LE Profit Share”); provided, however, that in the event that there is a forbearance payment of Gross Profits required by LE under a forbearance agreement with a bank, then 50% of the LE Profit Share shall be directly remitted by GEL to the bank on LE’s behalf until such forbearance amount is paid in full; and provided further that, if there is a Deficit Amount due under the Construction and Funding Agreement and a forbearance payment of Gross Profits that would otherwise be due and payable to the bank for such period, then GEL shall receive 80% of the Gross Profit and 10% shall be payable to the bank and LE shall not receive any of the LE Profit Share until such time as the Deficit Amount is reduced to zero.

(d)	Fourth, after the Investment Threshold Date and after the payment to GEL of the GEL Expense Items, 30% of the remaining Gross Profit up to $600,000 (the “Threshold Amount”) shall be paid to GEL as the GEL Profit Share and LE shall be paid 70% of the remaining Gross Profit as the LE Profit Share. Any amount of remaining Gross Profit that exceeds the Threshold Amount for such calendar month shall be paid to GEL and LE in the following manner: (i) GEL shall be paid 20% of the remaining Gross Profits over the Threshold Amount as the GEL Profit Share and (ii) LE shall be paid 80% of the remaining Gross Profits over the Threshold Amount as the LE Profit Share.

	Year Ended December 31,
	2014			2013

Operating Days		333			341

Downtime		32			24

Total refinery throughput
bbls		3,862,351			3,822,128
bpd		11,599			11,209

Total refinery production
bbls		3,788,710			3,743,482
bpd		11,378			10,978

Total refined petroleum product sales
bbls		3,779,677			3,709,294

Fuel and energy losses
bbls		73,641			78,646
bpd		221			231

Capacity utilization rate
refinery throughput		77.3	%		74.7	%
refinery production		75.9	%		73.2	%

Refinery operating income (1)	$	12,844,459		$	(535,157	)
per bbl sold (1)	$	3.40		$	(0.14	)

EBITDA (1)	$	13,821,685		$	552,859

	Years Ended December 31,
	2014				2013

Atmospheric gas oil	$	96,027,339	24.8	%	$	101,955,402	24.9	%
Naphtha		89,700,423	23.2	%		103,980,651	25.4	%
Jet fuel		88,479,458	22.8	%		20,048,594	4.9	%
NRLM		62,729,476	16.2	%		182,513,228	44.6	%
Oil-based mud blendstock		49,662,414	12.8	%		-	0.0	%
LPG mix		705,664	0.2	%		499,277	0.1	%
Reduced crude		-	0.0	%		242,595	0.1	%

Total refined petroleum product sales	$	387,304,774	100.0	%	$	409,239,747	100.0	%

	December 31,
	2014			2013

Total refined petroleum product sales	$	387,304,774		$	409,239,747
Less:
Cost of refined petroleum products sold		(363,762,292	)		(399,101,182	)
Refinery operating expenses		(10,698,023	)		(10,673,722	)
		(374,460,315	)		(409,774,904	)

Refinery operating income	$	12,844,459		$	(535,157	)

Total refined petroleum product sales (bbls)		3,779,677			3,709,294

Refinery operating income per bbl sold	$	3.40		$	(0.14	)

	Year Ended December 31, 2014
	Segment
	Refinery			Pipeline			Corporate &
	Operations			Transportation			Other			Total
Revenue	$	387,304,774		$	220,200		$	-		$	387,524,974
Less: Operation cost (1)		(374,613,154	)		(483,262	)		(1,242,466	)		(376,338,882	)
Other non-interest income		1,130,065			270,833			-			1,400,898
EBITDA	$	13,821,685		$	7,771		$	(1,242,466	)	$	12,586,990

Depletion, depreciation and amortization											(1,570,962	)
Interest expense, net											(844,850	)

Income before income taxes										$	10,171,178

Capital expenditures	$	1,720,156		$	-		$	-		$	1,720,156

Identifiable assets (2)	$	50,950,050		$	3,028,719		$	6,428,388		$	60,407,157

(1)	Operation cost within the “Refinery Operations” and “Pipeline Transportation” segments includes related general, administrative, and accretion expenses. Operation cost within “Corporate and Other” includes general and administrative expenses associated with corporate maintenance costs, such as accounting fees, director fees and legal expense.
(2)	Identifiable assets contain related legal obligations of each business segment including cash, accounts receivable and recorded net assets.

	Year Ended December 31, 2013
	Segment
	Refinery			Pipeline			Corporate &
	Operations			Transportation			Other			Total
Revenue	$	409,239,747		$	303,322		$	-		$	409,543,069
Less: Operation cost (1)		(409,800,285	)		(524,051	)		(1,652,160	)		(411,976,496	)
Other non-interest income		1,113,397			41,667			-			1,155,064
EBITDA	$	552,859		$	(179,062	)	$	(1,652,160	)	$	(1,278,363	)

Depletion, depreciation and amortization											(1,342,563	)
Interest expense, net											(1,096,948	)

Loss before income taxes										$	(3,717,874	)

Capital expenditures	$	1,477,729		$	-		$	-		$	1,477,729

Identifiable assets (2)	$	54,470,723		$	2,399,467		$	809,311		$	57,679,501

Report of Independent Registered Public Accounting Firm		41

Consolidated Balance Sheets at December 31, 2014 and 2013		42

Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013		43

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2014 and 2013		44

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013		45

Notes to Consolidated Financial Statements		46

	Common Stock
					Additional											Total
					Paid-In		Accumulated			Treasury Stock						Stockholders’
	Shares Issued		Par Value		Capital		Deficit			Shares			Cost			Equity

Balance at December 31, 2012		10,563,297		105,633		36,524,142		(20,008,935	)		-			-			16,620,840

Common stock issued for services		17,676		177		99,823		-			-			-			100,000
Treasury stock acquired		-		-		-		-			(150,000	)		(800,000	)		(800,000	)
Net loss		-		-		-		(3,807,129	)		-			-			(3,807,129	)

Balance at December 31, 2013		10,580,973	$	105,810	$	36,623,965	$	(23,816,064	)		(150,000	)	$	(800,000	)	$	12,113,711

Common stock issued for services		18,471		185		94,816		-			-			-			95,001
Treasury stock acquired		-		-		-		-			-			-			-
Net income		-		-		-		15,758,756			-			-			15,758,756

Balance at December 31, 2014		10,599,444	$	105,995	$	36,718,781	$	(8,057,308	)		(150,000	)	$	(800,000	)	$	27,967,468

	Future
	Long-Term
Years Ending December 31,	Debt Payments

2015	$	1,245,476
2016		2,616,167
2017		958,202
2018		517,543
2019		546,736
Subsequent to 2019		6,170,155

	$	12,054,279

	Future
	Minimum
Years Ending December 31,	Lease Payments

2015	$	171,821
2016		171,821
2017		148,058
2018		-
2019		-
Subsequent to 2019		-

Total future minimum lease payments		491,700
Amount representing interest		(25,299	)
Present value of minimum lease payments	$	466,401

	2014			2013

Expected tax rate		34.00	%		34.00	%
Permanent differences		0.00	%		0.00	%
State tax		1.06	%		(2.49	%)
Federal tax		0.63	%		0.00	%
Change in valuation allowance		(90.63	%)		(34.00	%)
		(54.94	%)		(2.49	%)

Level 1	Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2	Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.
Level 3	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable and cannot be corroborated by market data or other entity-specific inputs.

			Fair Value Measurement at December 31, 2014 Using
Financial assets (liabilities):		Carrying Value at December 31, 2014		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Unobservable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity contracts	$	495,900	$	495,900	$	-	$	-

	Notional Contract Volumes by Year of Maturity
Inventory positions (futures):	2015		2016		2017

Refined petroleum products and crude oil - net short positions		115,000		-		-

		Fair Value
		December 31,
Asset Derivatives	Balance Sheets Location	2014		2013

	Prepaid expenses and other current
	assets (accrued expenses and other
Commodity contracts	current liabilities)	$	495,900	$	6,950

		Gain (Loss) Recognized
		Years Ended December 31,
Derivatives	Statements of Operations Location	2014		2013



Commodity contracts	Cost of refined products sold	$	3,816,871	$	(103,160	)

Name, Age Principal Occupation and Directorships During Past 5 Years		Knowledge and Experience

Jonathan P. Carroll , 53 Blue Dolphin Energy Company Chief Executive Officer, President, Assistant Treasurer and Secretary (since 2012) Lazarus Energy Holdings, LLC President and majority owner (since 2006) LEH owns approximately 81% of our Common Stock Mr. Carroll has served on Blue Dolphin’s Board since 2014. He is currently Chairman of the Board. Since 2004, Mr. Carroll has served on the Board of Trustees of the Salient Fund Group, and has served on the compliance, audit and nominating committees of several of its private and public closed-end and mutual funds. In January 2014, Mr. Carroll was appointed to serve on the Board of Directors of the General Partner of LRR Energy, L.P. (NYSE: LRE).		Mr. Carroll earned a Bachelor of Arts degree in Human Biology and a Bachelor of Arts degree in Economics from Stanford University, and he completed a Directed Reading in Economics at Oxford University. Based on his educational and professional experiences, Mr. Carroll possesses particular knowledge and experience in business management, finance and business development that strengthen the Board’s collective qualifications, skills and experience.

Name, Age Principal Occupation and Directorships During Past 5 Years		Knowledge and Experience

Amitav Misra , 38 Cardinal Advisors Founding Partner (since 2014) Taxa, Inc. President, Director and Chief Operating Officer (2012 to 2014) EnerNOC, Inc. Sales and Marketing (2011 to 2012) Private Investment Partnership Partner (2007 to 2011) Mr. Misra has served on Blue Dolphin’s Board since 2014. He is currently a member of the Audit and Compensation Committees, as well as a member of the Special Committee on MLP Conversion. Mr. Misra serves as an advisor to several start-up companies and as a mentor to SURGE Accelerator.		Mr. Misra earned a Bachelor of Arts in Economics from Stanford University. From 2007 to 2012, he worked as an independent strategy and corporate finance consultant to companies in the energy industry, and in a private investment partnership focused on real estate and energy investments. During that period he also worked at EnerNOC, Inc., a leading energy technology company, in sales and marketing roles. From 2006 to 2007, Mr. Misra helped develop and execute the initial business plan for LEH. Prior to LEH, he was a consultant in the Houston office of McKinsey & Co. He began his career in 2000 at the View Group, L.P. Mr. Misra possesses particular knowledge and experience in economics, business development, private equity, and strategic planning that strengthen the Board’s collective qualifications, skills and experience.

Chris T. Morris , 53 Tatum (a Randstad Company) New York Managing Partner (since 2013) MPact Partners President (2011 to 2013) Freddie Mac Vice President (various divisions) (2000 to 2010) Mr. Morris has served on Blue Dolphin’s Board since 2012; he is currently a Chairman of the Audit and Compensation Committees, as well as Chairman of the Special Committee on MLP Conversion.		Mr. Morris earned a Bachelor of Arts in Economics from Stanford University and a Masters in Business Administration from the Harvard Business School. Based on his educational and professional experiences, Mr. Morris possesses particular knowledge and experience in business management, finance, strategic planning and business development that strengthen the Board’s collective qualifications, skills and experience.

Herbert N. Whitney , 74 Wildcat Consulting, LLC Founder and President (since 2006) Mr. Whitney has served on Blue Dolphin’s Board since 2012. He previously served on the Board of Directors of Blackwater Midstream Corporation, the Advisory Board of Sheetz, Inc., as Chairman of the Board of Directors of Colonial Pipeline Company and as Chairman of the Executive Committee of the Association of Oil Pipelines.		Mr. Whitney has more than 40 years of experience in pipeline operations, crude oil supply, product supply, distribution and trading, as well as marine operations and logistics having served as the President of CITGO Pipeline Company and in various general manager positions at CITGO Petroleum Corporation. He earned his Bachelor of Science in Civil Engineering from Kansas State University. Based on his educational and professional experiences, he possesses extensive knowledge in the supply and distribution of crude oil and petroleum products, which strengthens the Board’s collective qualifications, skills and expertise.

Name	Position	Since	Age

Jonathan P. Carroll	Chief Executive Officer, President, Assistant Treasurer, and Secretary	2014	53
Tommy L. Byrd	Interim Chief Financial Officer, Treasurer, and Assistant Secretary	2012	57

Name and Principal Position	Year	Salary		Option Awards		Total

Jonathan P. Carroll
Chief Executive Officer and President	2014	$	-	$	-	$	-
	2013	$	-	$	-	$	-

Tommy L. Byrd (1)
Interim Chief Financial Officer	2014	$	100,000	$	-	$	100,000
	2013	$	100,000	$	-	$	100,000

	Fees Earned
Name	Payable in Common Stock Awards (1)		Payable in Cash

John N. Goodpasture	$	12,500	$	13,214
Amitav Misra		10,000		15,714
Chris T. Morris		22,500		33,929
A. Haag Sherman		12,500		15,357
Ivar Siem		25,000		17,857
Herbert N. Whitney		12,500		8,929
	$	95,000	$	105,000

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)

Common Stock	Lazarus Energy Holdings, LLC	8,426,456	80.6	%

	2014		2013

Audit fees	$	192,860	$	267,205
Audit-related fees		-		5,915
Tax fees		-		-
	$	192,860	$	273,120

(17)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated July 21, 2010 (Commission File No. 000-15905).
(18)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated November 13, 2012 (Commission File No. 000-15905).
(19)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated November 13, 2012 (Commission File No. 000-15905).
(20)	Incorporated herein by reference to Exhibit 10.3 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated November 13, 2012 (Commission File No. 000-15905).
(21)	Incorporated herein by reference to Exhibit 10.15 filed in connection with Form 10-K of Blue Dolphin under the Exchange Act dated March 30, 2011. (Commission File No. 000-15905).
(22)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated November 5, 2014 (Commission File No. 000-15905).
(23)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated November 5, 2014 (Commission File No. 000-15905).
(24)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated July 22, 2011 (Commission File No. 000-15905).
(25)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Amendment No. 1 to Form 8-K of Blue Dolphin under the Exchange Act dated March 14, 2012 (Commission File No. 000-15905).
(26)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 16, 2014 (Commission File No. 000-15905).
(27)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(28)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(29)	Incorporated herein by reference to Exhibit 10.3 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(30)	Incorporated herein by reference to Exhibit 10.4 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(31)	Incorporated herein by reference to Exhibit 10.4 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(32)	Incorporated herein by reference to Exhibit 10.5 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(33)	Incorporated herein by reference to Exhibit 10.6 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(34)	Incorporated herein by reference to Exhibit 10.7 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated June 30, 2012 (Commission File No. 000-15905).
(35)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated June 14, 2012 (Commission File No. 000-15905).
(36)	Incorporated herein by reference to Exhibit 10.35 filed in connection with Form 10-K of Blue Dolphin under the Exchange Act dated March 30, 2013 (Commission File No. 000-15905).
(37)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated August 14, 2013 (Commission File No. 000-15905).
(38)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated May 15, 2013 (Commission File No. 000-15905).
(39)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated November 14, 2013 (Commission File No. 000-15905).

(40)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(41)	Incorporated herein by reference to Exhibit 10.5 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(42)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated August 14, 2013 (Commission File No. 000-15905).
(43)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated August 14, 2013 (Commission File No. 000-15905).
(44)	Incorporated herein by reference to Exhibit 10.3 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated August 14, 2013 (Commission File No. 000-15905).
(45)	Incorporated herein by reference to Exhibit 10.6 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(46)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).

(47)	Incorporated herein by reference to Exhibit 10.3 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(48)	Incorporated herein by reference to Exhibit 10.7 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated March 31, 2012 (Commission File No. 000-15905).
(49)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 10-Q of Blue Dolphin under the Exchange Act dated November 14, 2013 (Commission File No. 000-15905).
(50)	Incorporated herein by reference to Exhibit 10.1 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(51)	Incorporated herein by reference to Exhibit 10.2 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(52)	Incorporated herein by reference to Exhibit 10.3 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(53)	Incorporated herein by reference to Exhibit 10.4 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(54)	Incorporated herein by reference to Exhibit 10.5 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(55)	Incorporated herein by reference to Exhibit 10.6 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(56)	Incorporated herein by reference to Exhibit 10.7 filed in connection with Form 8-K of Blue Dolphin under the Exchange Act dated May 8, 2014 (Commission File No. 000-15905).
(57)	Incorporated herein by reference to Exhibit 14.1 filed in connection with Form 10-KSB of Blue Dolphin for the year ended December 31, 2004 31, 2004 under the Exchange Act dated March 25, 2005 (Commission File No. 000-15905).

	BLUE DOLPHIN ENERGY COMPANY (Registrant)

Date: March 31, 2015	By:	/s/ JONATHAN P. CARROLL
		Jonathan P. Carroll
		Chief Executive Officer, President Assistant Treasurer and Secretary (Principal Executive Officer)