EXHIBIT 10.1


                                    AGREEMENT

     This  Agreement  made and entered  into this 12th day of July,  2004 by and
between Lexington Oil & Gas Ltd., Co., an Oklahoma LLC corporation,  hereinafter
referred to as LOG and Lexington  Resources,  Inc. a publicly traded incorporate
company in the State of Nevada  hereinafter  referred  to as LRI and  Douglas E.
Humphreys, hereinafter referred to as DH.

     Whereas LOG is a legal corporation  within the state of Oklahoma  primarily
functioning as an oil and gas exploration and development corporation.

     Whereas DH is an  experienced  oil and gas  professional  with more than 25
years in the oil and gas business putting together business deals and overseeing
actual drilling operations and the completion and management of wells.

     Whereas LOG needs the assistance of a seasoned oil and gas professional and
DH is willing to help LOG in the management and growth of its assets.

     NOW THEREFORE, for and in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:

     1.   That the hereinabove mentioned recitals shall be considered as part of
          the covenants of this Agreement.

     2.   That DH will  continue to assist LOG in its efforts to acquire and its
          lawful  interest in all properties and projects  undertaken by LOG. In
          addition,  DH will  oversee the  drilling  operations  of all wells to
          which LOG is named as the operator and, if applicable,  any completion
          and daily operations  management of the producing  wells.  Included in
          such  oversight  shall  be  producing  and  filing  all the  necessary
          paperwork with all applicable governmental oversight agencies.

     3.   That LOG has acquired and continues to acquire  additional oil and gas
          leases  and/or  producing  wells to which DH will assist in the timely
          development,  either  through  turning  the  deals  for  a  profit  or
          assisting in the drilling  exploration  for oil and gas or enhancement
          and management of the producing wells.

     4.   That DH is given the  authority  to sign all  necessary  paperwork  to
          accomplish the goals of the covenants.  However,  no  expenditures  or
          encumbrances  are  permitted  without the express  authorization  of a
          corporate officer of LOG.

     5.   That DH  shall  be  compensated  for  such  services  pursuant  to the
          following terms:

          a.)  Monthly  compensation  will be $7,500 per month  plus  reasonable
               expenses to carry out his duties effective April 1, 2004.

          b.)  DH will be granted a 10% (ten percent)  carried working  interest
               in all wells  drilled  Lexington Oil & Gas Ltd. Co., and further,
               will have the right to purchase an additional  5% (five  percent)
               working interest in all wells drilled by Lexington Oil & Gas Ltd.
               Co.  Funds  for this  participation  are to be paid  prior to the
               commencement of drilling said wells.


<PAGE>


          c.)  In  addition,  to  options  currently  held  by DH  in  Lexington
               Resources,  Inc.  (50,000 options at $0.50 per share),  a further
               200,000 options will be granted at $3.00 per share.

     6.   That this agreement  shall be in force and effect until  terminated by
          ninety days written notice by either party for any reason.

         In witness whereof, the parties have hereunto set their hands this 12th
day of July, 2004.



LEXINGTON OIL & GAS LTD., CO.               DOUGLAS E. HUMPHREYS


/s/                                         /s/
____________________________________        ____________________________________
    President - Vaughn Barbon                   Douglas E. Humphreys



LEXINGTON RESOUCES, INC.


/s/ GRANT ATKINS
____________________________________
    President - Grant Atkins


<PAGE>


                                 ACKNOWLEDGMENT

STATE OF OKLAHOMA                )
                                 ) ss
COUNTY OF HUGHES                 )


Before me, the undersigned, a Notary Public, in and for said County and State on
this ____ day of July, 2004,  personally appeared  _____________________,  to me
known to be the identical person who subscribed the name of the maker thereof to
the foregoing  instrument in the capacity set forth and  acknowledged to me that
he executed the same as his free and  voluntary act and deed and as the free and
voluntary act and deed of such  corporation,  for the uses and purposes  therein
set forth.

     Given under my hand and seal of office the day and year last above written.


                                               _________________________________
                                               Notary Public   Comm #
                                               My Commission Expires:



                                 ACKNOWLEDGMENT

STATE OF OKLAHOMA                )
                                 ) ss
COUNTY OF HUGHES                 )


Before me, the undersigned, a Notary Public, in and for said County and State on
this _____ day of July, 2004,  personally  appeared DOUGLAS E. HUMPHREYS,  to me
known to be the identical person who subscribed the name of the maker thereof to
the foregoing instrument and acknowledged to me that he executed the same as his
free and voluntary act and deed.

     Given under my hand and seal of office the day and year last above written.


                                               _________________________________
                                               Notary Public   Comm #
                                               My Commission Expires: