SECURITIES AND
EXCHANGE COMMISSION



WASHINGTON,
D.C. 20549





FORM 10-QSB/A1







(Mark One)







(X) QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended January
31, 2004











OR











(  ) TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934





For
the transition period from _____________ to _________









Commission File Number: 000-28915













Sonoran Energy, Inc.



(Exact name of registrant as specified in its
charter)







Washington, United States

(State or other jurisdiction of incorporation or
organization)







13-4093341



(I.R.S. Employer ID Number)









1 Berkely Street, London, England, W1J 8DJ









(Address of principal executive offices)   (Zip code)







44 (0) 20 7016 9452









(Registrant's telephone number, including area code)















Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.











YES   
                                    NO    X











Indicate the number
of shares outstanding of each of the registrant's classes of common stock, as of
the latest practicable date.







Class Shares outstanding at
September 30, 2004





---------------------------------------------------------------





25,335,531  Shares Common Stock, no par value





Traditional Small Business Disclosure Format:                YES   
                                    NO    X

---













CONTENTS



PART I. FINANCIAL INFORMATION





Item 1.   Financial
Statements







Item 2.  
Management's Discussion and Analysis of Financial Condition





and
Results of Operations







Item 3.   Controls and Procedures





PART II. OTHER INFORMATION







Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds







Item 4.  
Submission of Matters to a Vote of Security Holders







Item 6.  
Exhibits

---







PART I - FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS.



SONORAN
ENERGY, INC.



CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(Unaudited)





For the Periods Ended January 31, 2004 and 2003







TABLE OF CONTENTS











PAGE



|Condensed Consolidated Balance Sheet                                 | F-1
|-------------------------------------------------------------------- | ---
|                                                                     |    
|Condensed Consolidated Statements of
		Operations                    | F-2
|                                                                     |    
|Condensed Consolidated Statement of Changes in Shareholders' Deficit | F-3
|                                                                     |    
|Condensed
		Consolidated Statements of Cash Flows                    | F-4
|                                                                     |    
|Notes to
		Consolidated Financial Statements                         | F-5
|                                                                     |    
|                                                                     |    







---

SONORAN ENERGY, INC.

Condensed Consolidated Balance Sheet

(Unaudited)

January 31, 2004

Assets

|                                                                                                                                                                                                           | As Restated (See Note F)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
|Current Assets                                                                                                                                                                                             |                         
|Cash............................................................................................................................................................................................           | 8,133                   
|Note
		receivable......................................................................................................................................................................................... | -                       
|Total current
		assets.................................................................................................................................................................                    | 8,133                   
|                                                                                                                                                                                                           |                         
|Oil and gas properties-full cost method:                                                                                                                                                                   |                         
|Proved..........................................................................................................................................................................................           | -                       
|Unproved......................................................................................................................................................................................             | -                       
|Accumulated
		depletion...................................................................................................................................................................                 | -                       
|Net oil and
		gas
		properties........................................................................................................................................................                     | -                       
|                                                                                                                                                                                                           | $       
		8,133        
|                                                                                                                                                                                                           |                         

Liabilities and Shareholders' Deficit

|Current Liabilities:                                                                                                                                                                         |                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------
|Accounts
		payable.....................................................................................................................................................................      | $        
		3,895
|Deferred gain on oil and gas
		property sale
		................................................................................................................................              | 484,046          
|Total current
		liabilities ..........................................................................................................................................................       | 487,941          
|                                                                                                                                                                                             |                  
|                                                                                                                                                                                             |                  
|Shareholders' deficit:                                                                                                                                                                       |                  
|Preferred stock, no par value;
		25,000,000 shares authorized,                                                                                                                               |                  
|0
		shares issued and outstanding
		...........................................................................................................................................              | -                
|Common stock, no par value;
		75,000,000 shares authorized,                                                                                                                                  |                  
|24,003,820 shares issued and
		outstanding...........................................................................................................................                        | 20,036,749       
|Outstanding common stock options -
		1,266,642
		.............................................................................................................................               | 99,365           
|Cumulative translation
		adjustments ................................................................................................................................................        | 51,357           
|Accumulated deficit ........................................................................................................................................................................ | (20,667,279)     
|Total shareholders'
		deficit ..................................................................................................                                                             | (479,808)        
|                                                                                                                                                                                             | $         8,133  
|See accompanying notes to the condensed, consolidated
		financial statements.F-1                                                                                                             |                  

---

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

|                                            | For the Nine Months Ended January 31, | For the Three Months Ended January 31,
|------------------------------------------- | ------------------------------------- | --------------------------------------
|                                           
|                                            | 2004                                  | 2003                                  
|                                            | As restated (See Note F)              |                                       
|Revenue                                     |                                       |                                       
|Sales                                       | $      
		254,932                     | $        
		19,983                    
|Other                                       | 3,500                                 | 1,145                                 
|Total revenue                               | 258,432                               | 21,128                                
|                                            |                                       |                                       
|Expenses:                                   |                                       |                                       
|Oil and gas production costs                | 151,156                               | 13,525                                
|Depletion, depreciation, and
		amortization | 67,503                                | ---                                   
|Stock-based compensation:                   |                                       |                                       
|Consulting                                  | 888,727                               | 184,000                               
|Investor relations                          | 35,175                                | ---                                   
|Debt issue costs                            | 114,184                               | ---                                   
|Officers                                    | 1,080,880                             | ---                                   
|Professional fees                           | 42,425                                | ---                                   
|General and administrative                  | 546,828                               | 268,575                               
|Loss on disposal of assets                  | 365,194                               | ---                                   
|Bad debt expense                            | 668,981                               | ---                                   
|Liability settlement gains                  | (75,711)                              | ---                                   
|Total costs and expenses                    | (3,885,342)                           | (466,100)                             
|Loss from operations                        | (3,626,910)                           | (444,972)                             
|Interest income                             | 388                                   | ---                                   
|Interest expense                            | (263,087)                             | (50,722)                              
|                                            |                                       |                                       
|Loss before income taxes                    | (3,862,609)                           | (495,694)                             
|                                            |                                       |                                       
|Income tax provision                        | ---                                   | ---                                   
|Net loss                                    | $(3,862,609)                          | $   (495,694)                         
|                                            |                                       |                                       
|Net loss per common share:                  |                                       |                                       
|Basic and diluted                           | (0.35)                                | (0.09)                                
|Basic and diluted weighted average          |                                       |                                       
|common shares outstanding                   | 10,939,062                            | 5,768,636                             
|                                            |                                       |                                       

|See accompanying notes to the condensed, consolidated
		financial statements.F-2 | 
|-------------------------------------------------------------------------------- | 

---

SONORAN ENERGY, INC.

Condensed Consolidated Statement of Changes in
Shareholders' Deficit

For the Nine Months Ended January 31, 2004

|                                                          | Common Stock | Outstanding Common Stock Options and Warrants | Accumulated Deficit               | Cumulative Translation Adjustment | Total As Restated (See Note F)
|--------------------------------------------------------- | ------------ | --------------------------------------------- | --------------------------------- | --------------------------------- | ------------------------------
|                                                          | Shares       | Amount                                        | Other Comprehensive Income (Loss)
|Balance as of April 30, 2003                              | 9,607,986    | 14,969,663                                    | 7,200                             | (16,804,760)                      | 22,687                        
|                                                          |              |                                               |                                   |                                   |                               
|Common stock sales                                        | 1,137,500    | 227,500                                       | ---                               | ---                               | ---                           
|Common stock issued in exchange for
		consulting services | 8,646,174    | 2,120,688                                     | 92,165                            | ---                               | ---                           
|Common stock issued in exchange for debt
		issue costs    | 70,000       | 18,700                                        | ---                               | ---                               | ---                           
|Common stock cancelled                                    | (18,800)     | (13,000)                                      | ---                               | ---                               | ---                           
|Common stock issued in exchange for debt
		payments       | 4,385,960    | 2,680,823                                     | ---                               | ---                               | ---                           
|Common stock issued in exchange for
		property purchases  | 175,000      | 32,375                                        | ---                               | ---                               | ---                           
|Comprehensive loss:                                       |              |                                               |                                   |                                   |                               
|Net loss, nine months ended January 31,
		2004            | ---          | ---                                           | ---                               | (3,862,609)                       | ---                           
|Cumulative translation adjustment                         | ---          | ---                                           | ---                               | ---                               | 28,670                        
|Comprehensive loss                                        | ---          | ---                                           | ---                               | ---                               | ---                           
|Balance as of January 31, 2004                            | 24,003,820   | 20,036,749                                    | 99,365                            | (20,667,279)                      | 51,357                        
|                                                          |              |                                               |                                   |                                   |                               

|See accompanying notes to the condensed, consolidated
		financial statements.F-3 | 
|-------------------------------------------------------------------------------- | 

---

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

|                                                                            | For the Nine Months Ended January 31,                          
|--------------------------------------------------------------------------- | ---------------------------------------------------------------
|                                                                            | 2004                                                           
|                                                                            | As restated (See Note F)                                       
|                                                                            |                                                                
|Net cash used in operating activities                                       | $                                             
		(251,986)     
|                                                                            |                                                                
|Cash flows from investing activities:                                       |                                                                
|Purchase of idle well bond                                                  | ---                                                            
|Purchase of oil and gas property                                            | ---                                                            
|Net cash used in investing activities                                       | ---                                                            
|                                                                            |                                                                
|Cash flows from financing activities:                                       |                                                                
|Proceeds from advances                                                      | ---                                                            
|Repayment of advances                                                       | ---                                                            
|Proceeds from the issuance of common stock                                  | 227,500                                                        
|Net cash provided by financing activities                                   | 227,500                                                        
|                                                                            |                                                                
|Net change in cash                                                          | (24,486)                                                       
|                                                                            |                                                                
|Cash, beginning of period                                                   | 32,619                                                         
|                                                                            |                                                                
|Cash, end of period                                                         | $                                                   
		8,133   
|                                                                            |                                                                
|Supplemental disclosure of cash flow information:                           |                                                                
|Cash paid for income taxes                                                  | $                                                        
		---
|Cash paid for interest                                                      | $                                                        
		---
|                                                                            |                                                                
|Non-cash investing and financing activities:                                |                                                                
|Common stock issued for payment
		of debt, advances and accrued liabilities | $                                            
		2,680,823      
|Common stock issued for
		properties                                        | $                                                 
		32,375    
|Common stock issued for debt
		services                                     | $                                                 
		18,700    
|                                                                            |                                                                



|See accompanying notes to the condensed, consolidated
		financial statements.F-4 | 
|-------------------------------------------------------------------------------- | 

---



SONORAN ENERGY, INC.



NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2004



NOTE A:  
General Information



The
accompanying unaudited condensed consolidated financial statements of Sonoran
Energy, Inc. as of and for the nine and three months ended January 31, 2004 and
January 31, 2003 have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.



In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of the interim period have been included.  Operating
results for any interim period are not necessarily indicative of the results
that may be expected for the entire fiscal year. These statements should be read
in conjunction with the consolidated financial statements and notes thereto for
the year ended April 30, 2003 included in the Company's report in Form 10 KSB,
Amendment 4, as filed with the Securities and Exchange Commission.



Financial
data presented herein are unaudited.



NOTE
B:  Oil and gas properties





Acquisitions:







25 Hill











On January 31, 2004, the Company purchased working interests in oil and gas
properties from Summit Oil and Gas, Inc. ("Summit") for 1,687,500 shares of
common stock valued at $1,350,000, based on $.80 per share. The agreement
provided Sonoran with an opportunity to acquire up to a 50% working interest
depending on commitment of drilling funds which was budgeted at $10 million.











The Company subsequently rescinded the transaction in July 2004 due to
non-performance on the part of Summit. The Company has cancelled, but not
reacquired, the shares issued in the transaction as of the date of this report. 
The transaction is not reflected in the accompanying consolidated financial
statements and shows as an adjustment in NOTE F reducing unproved oil and gas
properties by $1,350,000 and common stock shares by $1,350,000.





BVR Prospect











On February 11, 2004, the Company acquired working interests in oil and gas
properties from BPR Energy, Inc. ("BPR") in exchange for 1,000,000 shares of the
Company's Series A convertible preferred stock with a stated value of $15.00 per
share. The Series A preferred stock is convertible to 1,000,000 restricted
shares of the Company's common stock 180 days after the date of closing (August
9, 2004) at the option of the preferred stockholder. If, at the time of
conversion, the market price of the Company's common stock is not at $15.00 or
above, the preferred stockholder will receive 100,000 additional restricted
common shares or fraction thereof, for each dollar or fraction thereof the
Company's common stock is below $12.00 per share. The additional common shares
issued may not exceed 1,000,000 shares. The Company acquired an average 87%
working interest in properties located in the Beauregard, Livingston, Rapides
and Vernon Parishes in Louisiana.











The Company had included this acquisition in its records as the effective date
was January 31, 2004 but the documents were not signed until February 11, 2004
therefore the acquisition has been removed and shows as an adjustment in NOTE F
reducing proved oil and gas properties by $15,000,000 and Series A Convertible
Preferred shares by $15,000,000 to $0.



Bond Energy Corp.







On January 31, 2004, the Company acquired working interests in oil and gas
properties from Bond Energy Corporation in exchange for 1,666,667 shares of the
Company's Series B redeemable preferred stock with a stated value of $15.00 per
share.  The Series B preferred stock is convertible to 1,666,667 shares of the
Company's common stock 180 days after the date of closing at the option of the
preferred stockholder.  If, at the time of conversion, the market price of the
Company's common stock is not at $15.00 or above, the preferred stockholder will
receive 166,666 additional common shares or fraction thereof, for each dollar or
fraction thereof the Company's common stock is below $15.00 per share. The
Company acquires 100% of the working interest in Block XIX, Area VI and Area
XVI, a 500,000 acre project in Peru.











The Company issued an 8K on March 16, 2004 stating that it had elected to cancel
its proposed acquisition of mineral rights in Peru and has declined to purchase
BPZ Energy.  The Company has determined, after a review of information made
available during the investigatory phase of the contract, that the contemplated
purchase would not be in its best interest,  therefore the acquisition has been
removed and shows as an adjustment in NOTE F reducing unproved oil and gas
properties by $25,000,000 and Series B Convertible Preferred shares by
$25,000,000 to $0.





Disposal of Oil/Gas Properties





During January 2004, the Company sold its Glide, Keystone and Merzonian leases
on the Deer Creek Oil Company property; the Malton-Black Butte, Denverton Creek,
Maine Prairie and the Lambie Ranch Gas Fields; as well as the North West Lost
Hills property to Harvest in exchange for their assumption of debt related to
the properties, which totaled $1.2 million.  However,
should Harvest not perform on the debts assumed in the transaction, the
properties could revert back to the Company.  The Company recorded a
deferred gain on the sale of $484,046, which is included in the accompanying
consolidated finanical statements as "Deferred gains on oil and gas property
sales" and is reflected in NOTE F as an increase from $0 to $484,046.





South Little Knife Prospect











During November 2003, the Company acquired a working interest in the South
Little Knife Prospect from Harvest Worldwide LLC ("Harvest") for $642,375 paid
for by the issuance of a $400,000 convertible promissory note, 175,000 shares of
common stock valued at $32,375 (based on the traded market price of the stock,
less a 50 percent discount), and $210,000 reimbursed to the Company's former CEO
through the issuance of 700,000 shares of common stock. (The former CEO issued
personal free-trading common stock to Harvest to complete the transaction and
the Company reimbursed the former CEO in restricted common stock.  The $400,000
promissory note was converted to 1,000,000 shares of restricted common stock
during January 2004.  The reduction in recorded value of shares by $107,625
from $140,000 to $32,375 is shown in NOTE F.











The Company sold the property to Zenith Finance Ltd. ("Zenith") during January
2004 in exchange for a $1,035,000 note receivable. The Company recorded a
deferred gain on the sale of $392,625. The note receivable carries an eight
percent interest rate and matures on January 16, 2005.  Subsequently, the note was in default
and, consequently, collectibility of the amount due was questioned.  As of
January 31, 2004, the Company recorded an allowance against the promissory note
($1,035,000). As a result, the Company recorded a charge to bad debt expense
totaling $666,129 as shown in NOTE F and a reduction in Notes Receviable. from
$1,035,000 to $0.











NOTE C.  
Debt Conversion Agreement



During
the three months ended January 31, 2004, the Company negotiated a debt
conversion agreement with FN Stockbrokers.  The Company agreed to issue 704,786
shares of its common stock as full payment for debt and related accrued interest
totaling $1,052,495.  In addition, the Company included a waiver against any
claims for the Company's property and equipment that was held by FN
Stockbrokers.  The Company wrote-off the property and equipment resulting in

a loss of $365,194, which is included in the
accompanying condensed, consolidated Statements of Operations as "Loss on
disposal of assets".







NOTE D.   Shareholders' Equity









Common Stock











During the nine months ended January 31, 2004, the Company sold, through its
officers and directors, 1,000,000 shares of its common stock for $200,000.





During the
nine months ended January 31, 2004, the Company issued 8,610,174 shares of its
common stock to outside service providers, in exchange for legal, financial
consulting, investor relations and other consulting services. The value of the
stock issued was recorded at the quoted market price on the date of issuance and
totaled $2,025,581.  The services are included in the accompanying financial
statements as "stock-based compensation".



During the
nine months ended January 31, 2004, the Company issued 70,000 shares of its
common stock as payment for debt issue costs. The value of the stock issued was
recorded at the quoted market price on the date of issuance and totaled
$18,700.  The costs are included in the accompanying financial statements
under "stock-based compensation".





During the
nine months ended January 31, 2004, the Company issued
4,385,960 shares of its common stock as payment for $2,680,823
of debt and related accrued interest.





Related party
stock issues included above:



During the
nine months ended January 31, 2004, the Company issued 1,105,369 shares to
officers in payment of debt of $226,342 and 2,539,577 shares to officers and
directors for exercise of options in the amount of $680.779.



Common Stock Options and Warrants



A summary of
the status of the Company's stock option and stock warrant awards as of January
31, 2004, and the changes during the nine months ended January 31, 2004 are
presented below:

|                               | Options and Warrants Issued to Non-Employees | Weighted Average Exercise Price | Weighted Average Fair Value | Exercisable | Weighted Average Exercise Price - Exercisable
|------------------------------ | -------------------------------------------- | ------------------------------- | --------------------------- | ----------- | ---------------------------------------------
|                              
|Outstanding, April 30, 2003    | 150,000                                      | $0.25                           | $0.05                       | 150,000     | $0.25                                        
|                               |                                              |                                 |                             |             |                                              
|Options and warrants issued    | 1,116,642                                    | 0.90                            | 0.11                        | 1,116,642   | 0.90                                         
|Options and warrants exercised | -                                            | -                               | -                           | -           | -                                            
|Options and warrants cancelled | -                                            | -                               | -                           | -           | -                                            
|Outstanding, January 31, 2004  | 1,266,642                                    | $0.83                           | $0.10                       | 1,266,642   | $0.83                                        
|                               |                                              |                                 |                             |             |                                              

NOTE E:    Contingencies



During November 2003, the
Company entered into a Stock Purchase Agreement with Camden, whereby Camden
agreed to purchase $3 million in common stock at a price equal to 20 percent
discount from the average 10-day "bid" price starting on or before November 26,
2003 (determined as a price of $0.80 per share).  In January, under the
terms of the Stock Purchase Agreement, Camden agreed to assume $840,043 of the
Company's liabilities in exchange for 1,050,053 shares of common stock. 
However, if Camden fails to extinguish the liabilities assumed in the
transaction, the creditors may look to the Company for payment and the Company
would seek the reacquisition of cancellation of the stock issued.



Suring January 2004, the
Company sold its Glide, Keystone and Merzonian leases on the Deer Creek Oil
Company property; the Malton-Black Butte, Denverton Creek, Maine Prairie and the
Lambie Ranch Gas Fields; as well as the North West Lost Hills property to
Harvest Worldwide, LLC ("Harvest") subject to the debt related to the
properties, which totaled $1.2 million.  However, if Harvest fails to
perform on the debts collateralized by the above properties, the creditor may
seek repayment of the debt from the Company.





NOTE F:    Restatement











Following a review of the Company's Annual Report on Form 10-KSB for the year
ended April 30, 2003, the Securities and Exchange Commission (the "SEC")
determined that certain oil and gas reserves previously classified as proved did
not qualify as proved reserves pursuant to Regulation S-X, Article 4-10(a)(2).
With respect to the oil reserves, the Company obtained a new report prepared by
an employee qualified to prepare such reserve estimates, and with respect to the
gas reserves, the Company has reflected only those reserves, estimated by an
independent petroleum engineer, classified as proved developed producing.



The Company at its year end recast the valuation of stock based compensation to
reflect market values versus designated value in non-cash transactions resulting
in increases and decreases in stock based compensation as shown below. 
These adjustments are part of the April 30, 2004 10-KSB which has been filed
with the SEC.  This change will also effect the restatement of the Equity
schedule.



The change in the impairment of oil and gas properties from $514,908 to $0
reflects the adjustment made in the Apri

l
30, 2003 restatement resulting from the SEC review of reserve reports resulting
in a reduction due to the cost center ceiling applied to the assets at that
time.











The following sets forth the effects of the restatements discussed above.
Amounts reflected as "As Previously Reported" represent those amounts included
in the Company's Quarterly Report on Form 10-QSB for the quarter ended January
31, 2004.



---

SONORAN ENERGY, INC.

Consolidated Balance Sheet

January 31, 2004



|Assets                                                           | As Previously Reported |  | Adjustments            |  | As Restated   
|---------------------------------------------------------------- | ---------------------- |  | ---------------------- |  | --------------
|Current assets:                                                  |                        |  |                        |  |               
|Cash                                                             | $       8,133          |  | $                 
		- |  | $        8,133
|Note receivable                                                  | 1,035,000              |  | (1,035,000)            |  | -             
|Total current assets                                             | 1,043,133              |  | (1,035,000)            |  | 8,133         
|                                                                 |                        |  |                        |  |               
|Oil and gas properties
    - full cost method:                   |                        |  |                        |  |               
|Proved                                                           | 15,000,000             |  | (15,000,000)           |  | -             
|Unproved                                                         | 26,350,000             |  | (26,350,000)           |  | -             
|Accumulated depletion, depreciation, amortization and impairment | -                      |  | -                      |  | -             
|Net oil and gas properties                                       | 41,350,000             |  | (41,350,000)           |  | -             
|Total Assets                                                     | $  42,393,133          |  | $ (42,385,000)         |  | $     8,133   
|                                                                 |                        |  |                        |  |               
|Liabilities and Shareholders' Deficit                            |                        |  |                        |  |               
|Current liabilities:                                             |                        |  |                        |  |               
|Accounts payable                                                 | $       3,895          |  | $                 
		- |  | $      3,895  
|Deferred gain on oil and gas property sale                       | -                      |  | 484,046                |  | 484,046       
|Total current liabilities                                        | 3,895                  |  | 484,046                |  | 487,941       
|                                                                 |                        |  |                        |  |               
|Shareholders' deficit
    :                                      |                        |  |                        |  |               
|Preferred stock                                                  | 40,000,000             |  | (40,000,000)           |  | -             
|Common stock                                                     | 21,462,638             |  | (1,425,889)            |  | 20,036,749    
|Outstanding common stock options                                 | 99,365                 |  | -                      |  | 99,365        
|Cumulative translation adjustments                               | 51,357                 |  | -                      |  | 51,357        
|Accumulated deficit                                              | (19,224,122)           |  | (1,443,157)            |  | (20,667,279)  
|                                                                 |                        |  |                        |  |               
|Total shareholders' deficit                                      | 42,389,238             |  | (42,869,046)           |  | (479,808)     
|Total liabilities and shareholders' deficit                      | $       42,393,133     |  | $    (42,385,000)      |  | $       8,133 



---

SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Three Months Ended January 31, 2004



|                                                | For the Three Months Ended January 31, 2004
|----------------------------------------------- | -------------------------------------------
|                                                | As
	Previously Reported                    
|Revenue                                         |                                            
|Sales                                           | $     
    40,404                          
|Other                                           | 500                                        
|Total revenue                                   | 40,904                                     
|                                                |                                            
|Operating expenses:                             |                                            
|Oil and gas production costs                    | 25,681                                     
|Stock-based compensation:                       |                                            
|Consulting                                      | 1,045,519                                  
|Investor relations                              | 28,425                                     
|Debt issue costs                                | 95,484                                     
|Officers                                        | 780,880                                    
|Professional fees                               | 40,000                                     
|General and administrative                      | 404,516                                    
|Loss on disposal of assets                      | 365,194                                    
|Impairment of oil and gas properties            | 514,908                                    
|Bad debt expense                                | 2,852                                      
|Liability settlement gains                      | (13,675)                                   
|Total costs and expenses                        | (3,289,784)                                
|Loss from operations                            | (3,248,880)                                
|Gain on sale of
	properties                     | 629,463                                    
|Interest income                                 | 114                                        
|Interest expense                                | (89,448)                                   
|                                                |                                            
|Loss before income taxes                        | (2,708,751)                                
|                                                |                                            
|Income tax provision                            | -                                          
|                                                |                                            
|Net loss                                        | $    (2,708,751)                           
|                                                |                                            
|Net loss per common
    share:                  |                                            
|Basic and diluted                               | $            
	(0.20)                      
|Weighted average common
    shares outstanding: |                                            
|Basic and diluted                               | 13,711,310                                 
|                                                |                                            



SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Nine Months Ended January 31, 2004





|                                                    | For the Nine Months Ended January 31, 2004
|--------------------------------------------------- | ------------------------------------------
|                                                    | As
	Previously Reported                   
|Revenue                                             |                                           
|Oil and gas sales                                   | $     
    254,932                        
|Other                                               | 3,500                                     
|Total revenue                                       | 258,432                                   
|                                                    |                                           
|Operating expenses:                                 |                                           
|Oil and gas production costs                        | 151,156                                   
|Depletion, depreciation and amortization            | 15,267                                    
|Stock-based compensation:                           |                                           
|Consulting                                          | 1,093,619                                 
|Investor relations                                  | 35,175                                    
|Debt issue costs                                    | 115,984                                   
|Officers                                            | 780,880                                   
|Professional fees                                   | 42,425                                    
|Warrants issued as dividends                        | 68,740                                    
|General and administrative                          | 508,708                                   
|Impairment of oil and gas properties                | 514,908                                   
|Loss on disposal of assets                          | 365,194                                   
|Bad debt expense                                    | 2,852                                     
|Liability settlement gains                          | (13,675)                                  
|Total costs and expenses                            | 3,681,233                                 
|Loss from operations                                | (3,422,801)                               
|Gain on sale of oil and
	gas properties             | 629,463                                   
|Interest income                                     | 388                                       
|Interest expense                                    | (263,087)                                 
|                                                    |                                           
|Loss from continuing operations before income taxes | (3,029,037)                               
|                                                    |                                           
|Income tax provision                                | -                                         
|                                                    |                                           
|Net loss                                            | $    (3,029,037)                          
|                                                    |                                           
|Net loss per common
    share:                      |                                           
|Basic and diluted                                   | $            
	(0.28)                     
|Weighted average common
    shares outstanding:     |                                           
|Basic and diluted                                   | 10,939,062                                
|                                                    |                                           



---

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Deficit



|                                                             | For the Nine Months Ended January 31, 2004
|------------------------------------------------------------ | ------------------------------------------
|                                                             | As Previously Reported                    
|                                                             |                                           
|Shareholders' deficit,
			balance at April 30, 2003          | $(1,195,535)                              
|                                                             |                                           
|Dividend paid August 23,
			2003                             | 68,740                                    
|Common stock sales                                           | 1,577,500                                 
|Common stock issued in
			exchange for consulting services   | 2,049,006                                 
|Common stock issued in
			exchange for debt issue costs      | 20,500                                    
|Common stock cancelled                                       | (13,000)                                  
|Common stock issued in
			exchange for debt payments         | 2,742,394                                 
|Common stock issued in
			exchange for property purchases    | 140,000                                   
|Preferred stock issued in
			exchange for property purchases | 40,000,000                                
|Comprehensive loss:                                          |                                           
|Net loss, quarter ended January 31, 2003                     | (3,029,037)                               
|Cumulative translation adjustment                            | 28,670                                    
|Comprehensive loss                                           | (3,000,367)                               
|                                                             |                                           
|Shareholders' deficit,
			balance at January 31, 2004        | $42,389,238                               
|                                                             |                                           



---

SONORAN ENERGY, INC.

Consolidated Statement of Cash Flows



|                                                                      | For the Nine Months Ended January 31, 2004
|--------------------------------------------------------------------- | ------------------------------------------
|                                                                      | As Previously Reported                    
|                                                                      |                                           
|Net cash provided by (Used In)
		Operating Activities                 | $    
		(251,986)                         
|                                                                      |                                           
|Cash flows from investing
		activities:                               |                                           
|Purchases of oil and gas properties                                   | (1,350,000)                               
|Net cash used in investing activities                                 | (1,350,000)                               
|                                                                      |                                           
|Cash flows from financing
		activities:                               |                                           
|Proceeds from advances                                                | -                                         
|Repayment of advances                                                 | -                                         
|Proceeds from issuance of common stock                                | 1,577,500                                 
|Net cash provided by financing activities                             | 1,577,500                                 
|                                                                      |                                           
|Net change in cash                                                    | (24,486)                                  
|                                                                      |                                           
|Cash, beginning of period                                             | 32,619                                    
|                                                                      |                                           
|Cash, end of period                                                   | $         8,133                           
|                                                                      |                                           
|Supplemental disclosure of cash
		flow information:                   |                                           
|Cash
		paid for income taxes                                          | $                
		-                     
|Cash
		paid for interest                                              | $                
		-                     
|                                                                      |                                           
|Non-cash investing and
		financing activities:                        |                                           
|Common
		stock issued for payment of advances and accrued liabilities | $   2,654,890                             
|Common
		stock issued for properties                                  | $      140,000                            
|Common
		stock issued for debt services                               | $        20,500                           
|Preferred stock issued for oil-gas properties                         | $ 40,000,000                              
|                                                                      |                                           









Page F-5








ITEM 2. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This report
contains forward-looking statements. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed forward-looking
statements. Without limiting the foregoing, the words "believes", "anticipates",
"plans", "expects" and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.  These forward-looking statements should be read in
conjunction with the Company's disclosures included in their Form 10-KSB/A for
the fiscal year ended April 30, 2003.



##### 

Overview

##### 



Sonoran Energy, Inc. (the
"Company", "Sonoran" and sometimes "we," "us," "our" and derivatives of such
words), formerly named Showstar Online.com Inc., was incorporated on July 14,
1995 in the State of Colorado as Cerotex Holdings, Inc.  Prior to June 2002 the
company had developed software and an art site on the Internet. The project had
to be discontinued due to lack of funding. On June 3, 2002 the Company changed
its name to Sonoran Energy, Inc. and began the acquisition of oil and gas
properties.



General



Since June 2002 Sonoran Energy,
Inc. has been building a portfolio of revenue producing oil and gas properties
primarily located in the Bakersfield area of Northern California.  On December
19, Paul Bristol was appointed the Company's new President and Chief Executive
Officer to lead the Company's strategic move into pursuing oil and gas
opportunities in postwar Iraq. In addition to taking over as CEO, Paul Bristol joined
the Company's Board of Directors and was named Chairman of the Board.  Former
President and CEO John Punzo resigned as a director and officer but assisted the
new management team during the transition to Paul Bristol's leadership.



In the weeks after he became
President and CEO Paul Bristol began assembling a team of key advisors,
directors and staff to help position the Company as the premier independent oil
and gas company in Iraq.  Three new members were added to the Company's Board of
Directors including senior oil analyst Mehdi Varzi, Middle East
political-economic risk assessment expert Charles Waterman, and senior petroleum
expert Christopher Pitman.  In mid-January former Amerada Hess executive Peter
Ostenfeld-Rosenthal joined Sonoran Energy as its Chief Operating Officer, adding
depth to the Company's management team and enhancing its ability to manage
expansion into Iraq.  The Company also made moves to establish a physical
presence in Iraq, hiring a Baghdad-based employee Said Hmoud Dhiab Al-Ani, one
of the top geologists in Iraq, and securing the consulting services of petroleum
engineer Mahmoud Ahmed, who retired from the Iraqi Oil Ministry in 1997.



The Company sold its working interest percentages in its low-producing oil and
gas properties in the Bakersfield, California area.  These moves support
Sonoran Energy's drive to improve competitive performance and increase operating
efficiency in North America.



The Company will now focus on acquiring properties in North America with
production in excess of 500 barrels of oil per day, and producing properties in
Iraq of over 1000 barrels of oil per day.  Sonoran Energy intends to obtain
production agreements in Iraq leading to a production minimum of 50,000 BOE per
day by the end of 2004, and to have a minimum production in North America of
5,000 BOE per day by the end of the year.







Analysis of Operations



Results of Operations for the Nine months ended January 31, 2004 compared to the
Nine months ended January 31, 2003:



REVENUES



Revenue was $254,932 for the nine months ended January 31, 2004 and $19,983 for
January 31, 2003. The Company changed its business plan early in June 2002 to
enter the oil and gas industry and had only one property with one month's
receipt in the third quarter of 2003.  The sale of all the revenue producing
properties resulted in only one month's revenue being earned in the three months
ended January 31, 2004.



OIL AND GAS PRODUCTION COSTS



Oil and gas production cost was $151,156 in January 31, 2004 and $13,525 in
January 31, 2003. The comments made for revenues apply equally to the oil and
gas production costs
which is solely for the oil and gas operations.



STOCK BASED COMPENSATION



The
Company was able to pay consultants, with restricted stock options which were
exercised, who assisted the Company in finding the new Management team,
Directors and Iraqi contacts. The consultants were also instrumental in helping
to sell the existing properties and facilitating the purchase of the three new
major acquisitions.



Stock compensation for officers included the exercising of options by the
officers from employment contracts as well as exercising options to assist the
Company in acquiring a property which was subsequently sold at a profit.



GENERAL AND ADMINISTRATIVE EXPENSES



General and administrative expenses increased to $546,828 for the nine months
ended January 31, 2004 from $268,575 for the same period for 2003.  G & A
expense includes all the company administrative expense, officer fees, travel,
investor relations, legal and accounting.  During the last quarter travel
expense and news costs have increased due to the change in the Company's focus
and the transition to the new Management group, requiring more travel.



INTEREST EXPENSE



Interest expense was $236,087 for the nine months ended January 31, 2004 and
$50,722 for January 31, 2003. The increase in interest expense is due primarily
to the Note Payable issued in connection with the acquisition of property.  The
property has been sold and the note paid off.



DEPLETION, DEPRECIATION AND AMORTIZATION



The
provision for depletion, depreciation and amortization was $67,503 for the nine
months ended January 31, 2004 reflecting the cost associated with the operations
from the oil and gas leases which were not part of the Company in 2003.  No
depletion was taken for the one month of operations that was recorded in the
third quarter.



OTHER INCOME (EXPENSE)



The
gain on asset disposal results from the disposal of the Company's smaller
producing properties as discussed in the General Comments above.  The liability
settlement losses arise from the Company being able to settle longer-term debt
from expense incurred prior to its entry into the oil and gas industry.  The
impairment of asset charge reflects the value of the Assets for Sale that were
written down as part of the debt conversion.



##### 

Liquidity and Capital Resources

##### 



The Company
believes that it will be able to source debt and equity financing to be able to
fund the
anticipated liquidity and capital resource needs of the Company for the fiscal
year ended April 30, 2004.  The Company expects to increase its capital
expenditures during the current fiscal year to increase its current oil and gas
production capacities through acquisitions and on-site development in current
holdings. The Company will need to continue to attract additional financing in
order to move forward with these efforts.



The
Company is not a party to off-balance sheet arrangements and does not engage in
trading activities involving non-exchange traded contracts.  In addition, the
Company has no financial guarantees, lease agreements or other
arrangements that could trigger a requirement for an early payment or that could
change the value of the Company's assets.  Management continues to examine
various alternatives for increasing capital resources including, among other
things, participation with industry and/or private partners and specific rework
of existing properties to enhance production and expansion of its sales of crude
oil and natural gas in California.







Foreign Currency Exposure



Sonoran is not exposed to
fluctuations in foreign currencies relative to the U.S. dollar at this time but,
as Sonoran expands its operations, it may begin to collect revenues from
customers in currencies other than the U.S. dollar. Sonoran does not currently
engage in any hedging activities.





Item 3.    Controls and
Procedures.



The Company's Chief Executive Officer and
	Chief Financial Officer have concluded, based on an evaluation conducted
	within 90 days prior to the filing date of this quarterly report on Form
	10-QSB, that the Company's disclosure controls and procedures have
	functioned effectively so as to provide those officers the information
	necessary whether:



(i)
	this quarterly report on Form 10-QSB contains any untrue statement of a
	material fact or omits to state a material fact necessary to make the
	statements made, in light of the circumstances under which such statements
	were made, not misleading with respect to the period covered by this
	quarterly report on Form 10-QSB, and





(ii) the financial statements, and
	other financial information included in this quarterly report on Form
	10-QSB, fairly present in all material respects the financial condition,
	results of operations and cash flows of the Company as of, and for, the
	periods presented in this quarterly report on Form 10-QSB.

There have been no significant changes in the Company's internal controls or
	in other factors since the date of the Chief Executive Officer's and Chief
	Financial Officer's evaluation that could significantly affect these
	internal controls, including any corrective actions with regards to
	significant deficiencies and material weaknesses.

---



PART II -
OTHER INFORMATION



Item
2.     Unregistered Sales of Equity Securities and Use of
Proceeds



The Company
issued the following Common Stock during this quarter:



During
November, 2003 outstanding options available to a former optionee were exercised
in the total amount of $150,000 to purchase 750,000 shares. These options had
been registered on Form S8. In addition the Company issued 625,000 shares to a
consultant representing $250,000 in fees for introduction and assessing
acquisitions and financing sources. These shares were issued to an accredited
investor as defined by Regulation D (Rules 501 to 503), and were issued without
registration in reliance on the exemption available pursuant to Rule 506,
thereunder.



During
December, 2003 the Company issued 175,000 shares for the acquisition of South
Little Knife Prospect purchase representing $140,000 and 1,166,500 shares were
issued for consultants and legal fees totaling $309,725. These shares were
issued in reliance on Section 4(2) of the Act, as the basis for issuance without
registration, there was no advertising or public solicitation and all recipients
were sophisticated and qualified investors as defined by Regulation D.  The
175,000 shares were subsequently valued at market for $32,375 resulting in a
restatement shown in NOTE F.



Also, during
December, 2003 the Company issued 5,127 shares for interest expense of $1,424,
137,500 shares for $27,500 in a private placement, 225,559 shares for repayment
of debt of $60,691, 23,625 shares for a consultant fee of $8,700 for news and
investor relations, and 3,000,000 million shares in a private placement, These
shares were issued in reliance on Regulation S of the Act, as the basis for
issuance without registration, there was no advertising or public solicitation.



During
January, 2004 the Company issued 1,000,000 shares for the conversion of a note
in the amount of $400,000, 1,050,053 shares for debt repayment and assumption of
$840,042 and 1,818,731 shares to the funding source for the down payment on the 25
Hill Prospect in the amount of $1,350,000 and 1,818,731 shares for options
exercised in the amount of $545,619.  These shares were issued in reliance on
Section 4(2) of the Act, as the basis for issuance without registration, there
was no advertising or public solicitation and all recipients were sophisticated
and qualified investors as defined by Regulation D.



Also during
January, 2004 the Company issued 150,000 shares for a Director's outstanding
options exercised in the amount of $30,000, 1,857,855 shares for outstanding
options exercised for $576,262.83, 704,786 shares for a note and interest
repayment of $1,140,000 and 1,000,000 shares for repayment of an old debt of
$200,000. These shares were issued in reliance on Regulation S of the Act, as
the basis for issuance without registration, there was no advertising or public
solicitation.



Item
4.     Submission of Matters to a Vote of Security Holders



The company
filed a Schedule 14C Information Statement with the SEC on December 22, 2003
concerning the election of Directors and approval of the 2003 Stock Option Plan.



Item
6.    Exhibits and Reports on Form 8-K



a)    Exhibits:

10.10 - Oil and Gas Lease Purchase Agreement between Sonoran Energy, Inc.
and Zenith Finance Ltd., dated January 16, 2004

10.11 - Oil and Gas Lease Purchase Agreement between Sonoran
Energy, Inc. and Harvest Worldwide LLC, dated November 2, 2003

10.12 - Oil and Gas Lease Purchase Agreement between Sonoran
Energy, Inc. and Harvest Worlwide LLC, dated January 31, 2004

10.13 - Oil and Gas Lease Purchase Agreement between Sonoran
Energy, Inc. and BPR Energy, Inc., dated January 22, 2004

10.14 - Oil and Gas Lease Purchase Agreement between Sonoran
Energy, Inc. and Summitt Oil & Gas, Inc., dated January 20, 2004

10.15 - Share Purchase Agreement between Sonoran Energy, Inc.
and Bond Energy, Inc. (with addenda), dated January 22, 2004



31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2003

31.2 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2003

32.0 - Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of
2003



b)    Reports on Form 8-K:



The Company filed a report on Form 8-K, available on the Edgar system, to
announce the appointment of  Paul Bristol as Chairman, President and CEO as well
as the appointment of three new board members.  In the same Form 8-K , the
Company announced the resignation of John Punzo and indicated Mr. Punzo was
staying on as an officer to help with the transition to the new management
team.

---



Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





















































SONORAN ENERGY, INC



















































October 15, 2004



By:    Peter Rosenthal































Peter Rosenthal























Director/President/CEO



KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby severally constitutes and
appoints Peter Rosenthal and Rasheed Rafidi, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.



In accordance with the Securities Exchange
Act of 1934, this Report has been signed below by the following persons on
behalf of registrant in the capacities and on the dates indicated.



|Signature                                     | Title                  | Date            
|--------------------------------------------- | ---------------------- | ----------------
|/s/
		Peter Rosenthal
		Peter
		Rosenthal     | President/CEO/Director | October 15, 2004
|/s/
		Christopher Pitman
		Christopher Pitman | Director               | October 15, 2004
|/s/
		Mehdi Varzi
		Mehdi
		Varzi             | Director               | October 15, 2004
|/s/
		Charles Waterman
		Charles
		Waterman   | Director               | October 15, 2004
|/s/
		Rasheed Rafidi
		Rasheed Rafidi         | Director/CFO           | October 15, 2004
|/s/
		Russ Costin
		Russ
		Costin             | Director/Controller    | October 15, 2004



---

EXHIBIT 10.10







OIL AND GAS LEASE PURCHASE AGREEMENT

Between

ZENITH FINANCE LTD. ("PURCHASER")

and









SONORAN ENERGY, INC. ("SELLER")











This OIL AND GAS LEASE PURCHASE AGREEMENT, is made as of January 16, 2004
(the "Agreement"), between Zenith Finance Ltd., a Seychelles Corporation, ("Zenith" or
"Purchaser"), and Sonoran Energy, Inc. a Washington Corporation, ("Sonoran" or "Seller").











WHEREAS,

the respective Boards of Directors of both the Seller and Purchaser have
approved the terms of this Agreement and of the transactions contemplated hereby; and













WHEREAS,

this Agreement provides for the transfer of certain of Sellers rights in
certain oil and gas leases to Purchaser; and













WHEREAS,

the Seller and Purchaser desire to set forth the terms of the agreement in
connection with the transactions provided for herein; and











NOW, THEREFORE,

in consideration of the promises and representations, warranties
and agreements herein contained, the parties hereto agree as follows:











ARTICLE 1 - DEFINITIONS











Definitions.

As used herein, the following terms shall have the following meanings:







"Acquired Assets and Liabilities" has the meaning specified in Section 2.03 hereof.









"Agreement" has the meaning specified in the introductory paragraph above.









"Ancillary Documents" as to any Person means all agreements,
releases, certificates and other documents contemplated by this Agreement to be
entered into or executed by such Person; and where a reference to a Person is
made in conjunction with a reference to "Ancillary
Documents," the term shall refer only to such documents which such Person has entered into or
executed.





















"Assumed Liabilities" means the liabilities which are set forth specifically in Exhibit B.











"Closing"

has the meaning specified in Section 3.01 hereof.







"Closing Date"

has the meaning specified in Section 3.01 hereof.









"Code"

means the Internal Revenue Code of 1986, as amended.











"Damages"

has the meaning specified in Section 6.02 hereof.







"Governmental Entity" has the meaning specified in Section 4.02 hereof.









"Information Statement" has the meaning specified in the introductory paragraph
above.







"Knowledge" means, with respect to any Person, (i) actual knowledge of such Person
(including the actual knowledge of the officers, directors and key employees of such Person) and
(ii) actual knowledge that could have been acquired by such Person after making such due
inquiry and exercising such due diligence as a prudent businessperson would have made or
exercised in the management of his or her business affairs in light of the circumstances.











"Laws"

means all applicable common law and any statute, law, code, ordinance,
regulation, rule, resolution, order, determination, writ, injunction, award (including, without
limitation, any award of any arbitrator), judgments and decrees applicable to the specified
persons or entities and to the businesses and assets thereof.











"Person"

means a natural person, corporation, partnership or other business entity, or
any Governmental Entity.









"Purchase Price" has the meaning specified in Section 3.02 hereof.









"Purchaser"

has the meaning specified in the introductory paragraph above.











"SEC"

means the Securities and Exchange Commission.











"Securities Act" means the Securities Act of 1933, as amended.











"Seller"

has the meaning
specified in the introductory paragraph above. This shall mean Sonoran Energy, Inc., or upon the election of Seller all or a part of the proceeds of the purchase
can be directed to assignees of Seller, in which case Purchaser shall deliver those proceeds to
those third party assignees.









ARTICLE 2
- PURCHASED ASSETS AND ASSUMED LIABILITIES







2.01
Purchase and Sale of Assets. Subject to the terms and conditions of this
Agreement at Closing, Seller shall, convey, assign, transfer and deliver, and
Purchaser shall certain interests in oil and gas leases of Sonoran Energy, Inc.
This assignment of interest shall transfer from Seller their rights to certain
oil and gas lease rights and operations, (the "Purchased Assets").
The Purchased Assets are being purchased in an "As Is" condition.









2.02.
Assumption of Liabilities. Purchaser shall take the Acquired Assets
subject to those liabilities which are associated with the Acquired Assets,
including all drilling costs, clean up costs, well closing costs set forth in
Exhibit B, all of which liabilities Purchaser agrees to assume (the "Assumed Liabilities") and hold Seller harmless from paying the same.



























ARTICLE 3
- THE CLOSING; PURCHASE PRICE









3.01
Closing. The closing of the transaction contemplated by this Agreement
(the "Closing") shall be on or before January 31, 2004 (the "Closing Date"), time being of the
essence. In the event closing does not occur on the closing date, or such other date as the parties
shall mutually agree in writing, this agreement shall become null and void.







3.02
Purchase Price.  At Closing, Purchaser shall purchase the Acquired Assets for the sum
of One Million and Thirty-Five Thousand Dollars ($1,035,000.00. This purchase shall be in
the form of an 8% promissory note due in 1 year with interest payable on a quarterly basis.











ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER







Seller hereby represents and warrants to Purchaser as follows:







4.01
Organization, Good Standing and Foreign Qualification.  Seller is a
corporation duly incorporated and validly existing and in good standing under the laws of the
State of Nevada.









4.02
Authority Relative to Agreements.  Seller has the requisite corporate power
and authority to enter into this Agreement and all Ancillary Documents, and to carry out their
obligations hereunder and thereunder.  The execution and delivery of this Agreement and each
Ancillary Document, and the consummation of the transactions provided for herein and therein,
have been duly authorized by the unanimous consent of the Board of Directors of Seller and does
not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller.  The
execution by Seller of this Agreement and each Ancillary Document, and the consummation of
the transactions provided for hereby and thereby, will not conflict with or effect a breach,
violation, default, or cause an event of default, under any mortgage, lease, or other material
agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller is
a party or by which it is bound, or any law or governmental regulation applicable to Seller, or
require the consent of any Person (other than the parties to this Agreement).  Without limiting
the generality of the foregoing, no notices, reports or other filings are required to be made by
Seller with, nor are any consents, registrations, approvals, permits or authorizations required to
be obtained by Seller from, any government or governmental, regulatory or administrative
authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the
execution and delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents.  This Agreement
and the Ancillary Documents constitute legal, valid and binding obligations of Seller,
enforceable in accordance with their terms, except as enforcement thereof may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of
creditors generally and general principles of equity, whether applied at law or in equity.









4.03
Tax Matters.  To the best Knowledge of Seller, Seller has duly and timely
filed all tax returns and reports required to be filed by Seller prior to Closing, except to the extent
that any failure or alleged failure to file any Tax return or report would not have a material
adverse effect on Seller or the Acquired Assets.  All of Sellers' tax returns and reports are true
and complete in all material respects.









4.04 Litigation. There is no prosecution, suit, action, arbitration proceeding or
governmental proceeding pending, or to the best Knowledge of Purchaser, threatened, against or
affecting Purchaser or the transactions contemplated by this Agreement.









4.05. 
Brokers.   Purchaser shall not have any obligation or liability to pay any
fee or other compensation to any Person engaged by Seller in connection with this Agreement
and the transactions contemplated hereby.















4.06. 
True Copies.  All copies of documents delivered or made available to
Purchaser in connection with this Agreement are true and correct copies of the originals thereof.









4.07 
Compliance with Law.  Seller is in material compliance with all federal,
state and local laws, regulations and ordinances applicable to its business and operations.









4.08  
As Is.   The assets which are transferred pursuant to this agreement are in
their "as is" condition. There are no representations or warranties beyond the terms of this
agreement. Seller makes no representations as it title, or the rights to title except that it is
transferring to Purchase whatever interest it has in the assets being transferred. That these assets
are oil and gas rights which exist below the current production. That Seller is transferring
anything other than its rights to those below formations and zones, for the purposes of drilling
and development.







ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser
hereby represents and warrants to Seller as follows:











5.01 
Organization and Good Standing.  Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of Washington
and is duly qualified and in good standing as a foreign corporation in each jurisdiction
where the failure to be so qualified would have a material adverse effect on Purchaser.











5.02  Capitalization and Financial Resources. Purchaser has the necessary
capitalization and financial resources to fulfill its commitments set forth in this Agreement,
including but not limited to, fulfilling the Purchase Price obligations set forth herein.









5.03  Authority Relative to this Agreement.  Purchaser has the requisite
corporate power and authority to enter into this Agreement and all Ancillary Documents,
and to carry out its obligations hereunder and there under.  The execution and delivery of
this Agreement and each Ancillary Document, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by the Board of Directors of
Purchaser, or an authorized Committee thereof, and do not violate any provision of the
Certificate of Incorporation or Bylaws of Purchaser, and no other corporate proceedings on
the part of Purchaser are necessary to authorize this Agreement and the Ancillary
Documents and the transactions contemplated hereby and thereby.  The execution and
delivery of this Agreement and each Ancillary Document and the consummation of the
transactions provided for hereby and thereby will not conflict with or effect a breach,
violation or default, or cause an event of default, under any mortgage, lease, or other
material agreement or instrument, or any statute, regulation, order, judgment or decree to
which it is a party or by which it is bound, or any law or governmental regulation applicable
to Purchaser, or require the consent of any Person (other than the parties to this Agreement).
This Agreement and the Ancillary Documents constitute the legal, valid and binding
obligations of Purchaser, enforceable in accordance with their terms, except as enforcement
thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors generally and general principles of
equity, whether applied at law or in equity.









5.04    No Broker.  Purchaser shall not have any obligation or liability to pay any
fee or other compensation to any Person engaged by Purchaser in connection with this
Agreement and the transactions contemplated hereby.









5.05    Governmental Filings; No Violations.   Purchaser shall use its
commercially reasonable good faith efforts to file with the SEC any documents, which are
necessary as it relates to this transaction.









5.06.   
Litigation.  There are no civil, criminal or administrative actions, suits,
claims, hearings, investigations, arbitrations, or proceedings pending or threatened against
Purchaser preventing, or which, if determined adversely to Purchaser would prevent
Purchaser from consummating the transactions contemplated by this Agreement and the
Ancillary Documents.













ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;











INDEMNIFICATION













6.01   
Survival of Representations and Warranties of the Parties.  Except as
provided in Section 6.02 and the tax obligations set forth herein, all representations and
warranties made by any party hereto contained in this Agreement or in any Ancillary
Document, and the indemnification obligations of each party hereto with respect to
representations and warranties, shall survive for a period ending two years following the
Closing Date.  Notwithstanding the foregoing, the representations and warranties relating to
Section 4.03 hereof, and the indemnity obligations with respect to such representations and
warranties, shall remain operative and in full force and effect until the expiration of the
applicable statute of limitations.









6.02    Indemnification by Purchaser.  Purchaser hereby agrees to indemnify and
hold Seller and its shareholders harmless from and against all damages, losses, liabilities,
deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other
out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in
connection with or related to the Assumed Liabilities whether or not any such Damages are
in connection with any action, suit, proceeding, demand or judgment of a third party
(including Governmental Entities).











ARTICLE 7
- CONDITIONS TO THE CLOSING











7.01   
Condition to Obligations of Purchaser.  The obligations of Purchaser to
close the transactions contemplated hereby are subject to the satisfaction of the following
condition:











Purchaser shall have the right to conduct such inspections and investigations of Seller's
business and operations, as Purchaser deems necessary. In the event Purchaser, in its sole
discretion, determines that the purchase contemplated herein is not in its best interests,
Purchaser shall have the right to cancel this agreement and upon a return by Seller of the
Earnest Money this agreement shall be null and void.  Upon closing Purchaser waives
any rights, claims or interests against Seller for any representation or warranty as it
relates to the interest being conveyed, in whole or in part.



















ARTICLE 8 - THE CLOSING







At the Closing, the parties shall deliver the following documents and instruments and
take the following actions:











8.01.   
Closing .   Seller shall deliver to Purchaser an Assignment of Interest as it
relates to the oil and gas interest being conveyed.









8.02.   
Assignment of Interest.   Seller will deliver such duly executed bills of
sale and assignments of interest in certain of the oil and gas leases as shall be appropriate to
convey, transfer and assign to and to vest in Purchaser the rights, title and interest in and to the
Acquired Assets, in the form set forth in Exhibit hereto.









ARTICLE 9
- ADDITIONAL AGREEMENTS











9.01.   
Agreements As to Tax Matters.  The parties to this Agreement will
cooperate fully with each other, in connection with the preparation, signing and filing of tax
returns and in any administrative, judicial or other proceeding involving taxes relating to the
Acquired Assets.









9.02.   
Post-Closing Documents.  The parties hereto will cooperate with one
another after Closing and, without any further consideration, will execute and deliver such other
documents as shall be reasonably required after the Closing to transfer title to the Acquired
Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of
this Agreement.









9.03.   
Notice.  Each party shall notify the others of any claim, demand, action,
suit or proceeding relating to or arising in connection with, the Acquired Assets as soon as
practicable after learning of such claim, demand, action, suit, or proceeding.



























ARTICLE 10 - GENERAL PROVISIONS













10.01.   
Expenses.  Each party shall pay its own expenses (including legal and
accounting costs and expenses) in connection with the negotiation, preparation and
consummation of this Agreement and the Ancillary Documents, and the transactions
contemplated hereby and thereby.











10.02.   
Governing  Law; Waiver of Jury Trial.  All questions concerning the
construction, interpretation and validity of this Agreement shall be governed by and construed
and enforced in accordance with the domestic laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether in the State of California or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the
State of California.











BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS
TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR
ANY DOCUMENTS RELATED HERETO.











10.03.   
Submission to Jurisdiction.  Any legal action or proceeding with respect to
this Agreement or the other Ancillary Documents may be brought in the courts of the State of
California and the United States of America located in the City of Los Angeles and, by execution
and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Seller
hereby irrevocably waives, in connection with any such action or proceeding, any objection,
including, without limitation, any objection to the venue or based on the grounds of forum non
convenes, which it may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.  Each Seller hereby irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.











10.04.   
Headings.  Article and Section headings used in this Agreement are for
convenience only and shall not affect the meaning or construction of this Agreement.











10.05.   
Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or mailed by certified mail (return
receipt requested) to the parties at the following address (or at such other address for a party as
shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy
numbers;











To Purchaser:









Zenith Finance Ltd.





Ste. 13, First floor





Oliaji Trade Centre





Francis Rachel St.





Victoria, Seychelles









To Seller:







Sonoran Energy Inc







11300 W. Olympic Boulevard, Ste. 800,









Los Angeles, CA, 90064









Attention: Paul Bristol











10.06.   
Parties in Interest.  All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors of Sellers and
Purchaser.











10.07.   
Final Agreement; Entire Agreement.  This Agreement, including any
agreements set forth as an annex to any this Agreement, is the final agreement between the
parties and constitutes the entire agreement between the parties hereto and supersedes all prior
agreements and understandings, both written and oral, whether signed or unsigned, with respect
to the subject matter hereof.











10.08.   
Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be considered an original, but all of which together shall constitute the same
instrument.











10.09.   
Amendment.  This Agreement may be amended only by an instrument in
writing signed by or on behalf of each of the parties hereto.











10.10.   
Preparation of Agreement.   Purchaser prepared this Agreement and the
Ancillary Agreements solely on its behalf.  Each party to this Agreement acknowledges that:  (i)
the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel
separate and independent of legal counsel for any other party hereto; (ii) the terms of the
transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such
party has voluntarily entered into the transactions contemplated by this Agreement without
duress or coercion.  Each party further acknowledges that such party was not represented by the
legal counsel of any other party hereto in connection with the transactions contemplated by this
Agreement, nor was he or it under any belief or understanding that such legal counsel was
representing his or its interests.  Each party agrees that no conflict, omission or ambiguity in this
Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was responsible for
drafting this Agreement.











IN WITNESS WHEREOF,

the parties have duly executed this Oil and Gas lease
Purchase Agreement as of the date first written above.









ZENITH FINANCE LTD.







By: _____________________________





Name:





Title: President





Corporate Seal









SONORAN ENERGY INC.









By: ______________________________





Name: ___________________________





Title:  Chairman and CEO























Exhibit A









EXCLUDED ASSETS









The rights which are being excluded from this agreement are the current surface rights
associated with the existing oil and gas lease. In addition, the rights which are being excluded
are the current production based upon the current zones which are producing. The oil and gas
drilling rights which are being conveyed are those rights which are below the current formation
which is producing. Seller is conveying to the extent that Seller has these rights, Seller is
conveying its rights to those formations and zones which are below the current production which
is in progress.







---





EXHIBIT B









The assumed liabilities associated with this transactions are those liabilities which are of record
and those liabilities which buyer assumes as part of this purchase.





---







EXHIBIT C









Form of Bill of Sale











GENERAL CONVEYANCE, BILL OF SALE













AND ASSIGNMENT











THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated
as of January 16, 2004 from Sonoran Energy, Inc., a Washington corporation ( the
"Seller"),
with respect to the sale of its assets, to Zenith Finance Ltd., a Seychelles corporation (together
with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Oil and
Gas lease Purchase Agreement, dated January 16, 2004 (the "Asset Purchase Agreement"), by
and among Sonoran Energy, Inc and the Purchaser.  Defined terms used herein without
definition have the meanings assigned to such terms in the Asset Purchase Agreement.









KNOW ALL PERSONS BY THESE PRESENTS t

hat, pursuant to the terms
and conditions of the Asset Purchase Agreement and for the consideration set forth therein, the
receipt and sufficiency of which are hereby acknowledged by the Sellers, the Sellers hereby sell,
convey, transfer, assign, and deliver to Purchaser forever all of the Sellers' rights, title and
interest in and to the Acquired Assets in accordance with Section 2.01 of the Asset Purchase
Agreement.





This assignment of interest is for an assignment of oil and gas lease rights for the
property which is described in Exhibit C (1),  attached herein. The rights are for those oil and gas
drilling rights which are held by Seller for those formations and zones which are below the
current production being developed by Seller. The Seller is not conveying its current production
in whole or in part. Seller is only conveying its rights which exist beyond the current zones
which are being produced by Seller.







Each Seller hereby constitutes and appoints Purchaser the true and lawful
attorney or attorneys of such Seller, with full power of substitution, in the name of Purchaser or
in the name of such Seller, but by and on behalf of and for the sole benefit of Purchaser, to
demand and receive from time to time any and all of the Acquired Assets and from time to time
to institute and prosecute, in the name of the Seller or otherwise on behalf of the Seller, any and
all proceedings at law, in equity or otherwise which Purchaser may deem necessary or desirable
in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or
to the Acquired Assets and to defend and compromise any and all actions, suits or proceedings in
respect thereof and to do all such acts and things and execute any instruments in relation thereto
as Purchaser shall deem advisable.  Without limitation of any of the foregoing, the Seller hereby
authorizes any authorized representative of Purchaser to endorse or assign any instrument,
contract or chattel paper relating to the Acquired Assets.  The Seller agrees that the foregoing
appointment made and the powers hereby granted are coupled with an interest and shall be
irrevocable by the Seller.









All of the terms and provisions of this General Conveyance, Bill of Sale and
Assignment will be binding upon the Seller and its successors and assigns and will inure to the
benefit of Purchaser; provided, that nothing in this General Conveyance, Bill of Sale and
Assignment, express or implied, is intended or shall be construed to limit the rights of either
party in the event of a breach of the Purchase Agreement, or confer upon or give to any Person,
firm, partnership, corporation or other entity other than Purchaser any rights or remedies under
or by reason of this General Conveyance, Bill of Sale and Assignment.











IN WITNESS WHEREOF,

Seller has caused this instrument to be signed in its name by its
representative thereunto duly authorized on the date first above written.











Sonoran Energy Ltd.







By: _________________________















Name: ______________________







Title: Chairman











AGREED AND ACCEPTED









Zenith Finance Ltd.





By: _______________________







Authorized Signatory







---







EXHIBIT C (1)









LEGAL DESCRIPTION







Township 144, North Range, 98 West, Section 36, County of Dunn, North Dakota, USA





known as the South Little Knife Prospect.



---











PROMISSORY NOTE









$1,035,000.00













FOR VALUE RECEIVED, on or before January 16th, 2005 (the
"Maturity Date"), the
undersigned ("Maker") promises to pay to the order of Sonoran Energy, Inc. or its assigns ("Payee"),
the principal sum of One Million and Thirty-Five Thousand Dollars ($1,035,000.00), together with
interest thereon, all as hereinafter provided and upon the following terms, agreements, and
conditions:











1.   
Interest.  Interest shall be at 8% per annum shall be due and payable quarterly on this
Note.









2.   
Payment.  Maker agrees to make payment in lawful money of the United States of
America in one year from the date of signing this note.









3.   
Prepayment.  Maker may, at any time or times, prepay the unpaid principal balance
hereof, in whole or in part, without premium or penalty.









4.   
Fees and Costs.  Maker promises to pay all costs, expenses, and attorneys' fees
incurred by the Holder hereof in the event this Note is referred to an attorney for the collection of
the debt, or in any litigation or controversy arising from or connected with this Note in which the
Holder hereof prevails.  If a judgment is obtained thereon, such attorneys' fees, costs, and expenses
shall be in such amount as the court shall deem reasonable.









5.   
Liability.  The undersigned, as Maker, agrees that it shall be liable hereon and hereby
waives demand, presentment for payment, protest, and notice of protest and non-payment.  Maker
agrees that any modification or extension of the terms of payment made by the Holder, with or
without notice, at the request of any person liable hereon, or a release of any party liable for their
obligation, shall not diminish or impair their liability for the payment hereof.









6.   
Maximum Interest.  Notwithstanding any other provisions of this Note, interest, fees,
and charges payable by reason of the indebtedness evidenced hereby shall not exceed the maximum,
if any, permitted by any governing law.









7.   
Applicable Law.  This Note shall be construed according to the laws of the
California.











IN WITNESS WHEREOF, the undersigned Maker has caused this instrument to be executed
as of the day and year first above written.







MAKER:





By:







_________________











By:

---





EXHIBIT 10.11









OIL AND GAS LEASE PURCHASE AGREEMENT

Between

SONORAN ENERGY, INC. ("PURCHASER")

and











HARVEST WORLDWIDE LLC, ("SELLER")









This OIL AND GAS LEASE PURCHASE AGREEMENT, is made as of November 2, 2003
(the Agreement"), between SONORAN ENERGY, a Washington corporation, ("Sonoran "
or "Purchaser"), and Harvest Worldwide LLC Inc. a Minnesota Corporation, ("HARVEST"
or "Seller").











WHEREAS,

the respective Boards of Directors of both the Seller and Purchaser have
approved the terms of this Agreement and of the transactions contemplated hereby; and













WHEREAS,

this Agreement provides for the transfer of certain of Sellers rights in
certain oil and gas leases to Purchaser; and













WHEREAS,

the Seller and Purchaser desire to set forth the
terms of the agreement in connection with the transactions provided for herein;
and











NOW, THEREFORE,

in consideration of the promises and representations, warranties
and agreements herein contained, the parties hereto agree as follows:















ARTICLE 1 - DEFINITIONS











Definitions.

As used herein, the following terms shall have the following meanings:





"Acquired Assets and Liabilities" has the meaning specified in Section 2.03 hereof.









"Agreement" has the meaning specified in the introductory paragraph above.









"Ancillary Documents" as to any Person means all agreements,
releases, certificates and other documents contemplated by this Agreement to be
entered into or executed by such Person; and where a reference to a Person is
made in conjunction with a reference to "Ancillary
Documents," the term shall refer only to such documents which such Person has entered into or
executed.



















"Assumed Liabilities" means the liabilities which are set forth specifically in Exhibit B.











"Closing"

has the meaning specified in Section 3.01 hereof.











"Closing Date" has the meaning specified in Section 3.01 hereof.







"Code" means the Internal Revenue Code of 1986, as amended.









"Common Stock" means the common stock of Sonoran Energy Inc.









"Damages" has the meaning specified in Section 6.02 hereof.





"Governmental Entity" has the meaning specified in Section 4.02 hereof.







"Information Statement" has the meaning specified in the introductory paragraph
above.







"Knowledge" means, with respect to any Person, (i) actual
knowledge of such Person (including the actual knowledge of the officers,
directors and key employees of such Person) and (ii) actual knowledge that could
have been acquired by such Person after making such due inquiry and exercising
such due diligence as a prudent businessperson would have made or exercised in
the management of his or her business affairs in light of the circumstances.



"Laws" means all applicable common law and any statute, law, code, ordinance,
regulation, rule, resolution, order, determination, writ, injunction, award (including, without
limitation, any award of any arbitrator), judgments and decrees applicable to the specified
persons or entities and to the businesses and assets thereof.



"Person" means a natural person, corporation, partnership or other business entity, or
any Governmental Entity.









"Purchase Price" has the meaning specified in Section 3.02 hereof.





"Purchaser" has the meaning specified in the introductory paragraph above.





"SEC" means the Securities and Exchange Commission.









"Securities Act" means the Securities Act of 1933, as amended.



"Seller" has the meaning specified in the introductory paragraph above. This shall mean
Harvest Worldwide LLC, or upon the election of Seller all or a part of the proceeds of the
purchase can be directed to assignees of Seller, in which case Purchaser shall deliver those
proceeds to those third party assignees.











ARTICLE 2
- PURCHASED ASSETS AND ASSUMED LIABILITIES







2.01   
Purchase and Sale of Assets. Subject to the terms and conditions of this
Agreement at Closing, Seller shall, convey, assign, transfer and deliver, and
Purchaser shall certain interests in oil and gas leases of Harvest Worldwide
LLC. This assignment of interest shall transfer from Seller their rights to
certain oil and gas lease rights and operations, (the "Purchased Assets").
The Purchased Assets are being purchased in an "As Is" condition.









2.02.   
Assumption of Liabilities. Purchaser shall take the Acquired Assets
subject to those liabilities which are associated with the Acquired Assets,
including all drilling costs, clean up costs, well closing costs set forth in
Exhibit B, all of which liabilities Purchaser agrees to assume (the "Assumed Liabilities") and hold Seller harmless from paying the same.



























ARTICLE 3
- THE CLOSING; PURCHASE PRICE









3.01
Closing. The closing of the transaction contemplated by this Agreement
(the "Closing") shall be the 30th of January, 2004 (the "Closing Date"), time being of the essence. In
the event closing does not occur on the closing date, or such other date as the parties shall
mutually agree in writing, this agreement shall become null and void.







3.02
Purchase Price.  At Closing, Purchaser shall purchase the Acquired Assets for the sum
of Seven Hundred Fifty Thousand Dollars ($750,000.00). This purchase shall be in the form
of cash, or free trading stock and restricted stock. In the event the purchase is made in stock it
shall be based upon a price of forty cents (.40) per share pursuant to the following:









$350,000.00 in free trading and restricted shares on the Closing Date.











$400.000.00 in the form of a convertible promissory note, attached as Exhibit
D.











ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER







Seller hereby represents and warrants to Purchaser as follows:







4.01
Organization, Good Standing and Foreign Qualification.  Seller is a corporation
duly incorporated and validly existing and in good standing under the laws of the State of
Nevada.







4.02
Authority Relative to Agreements.  Seller has the requisite corporate power and
authority to enter into this Agreement and all Ancillary Documents, and to carry out their
obligations hereunder and thereunder.  The execution and delivery of this Agreement and each
Ancillary Document, and the consummation of the transactions provided for herein and therein,
have been duly authorized by the unanimous consent of the Board of Directors of Seller and does
not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller.  The
execution by Seller of this Agreement and each Ancillary Document, and the consummation of
the transactions provided for hereby and thereby, will not conflict with or effect a breach,
violation, default, or cause an event of default, under any mortgage, lease, or other material
agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller is
a party or by which it is bound, or any law or governmental regulation applicable to Seller, or
require the consent of any Person (other than the parties to this Agreement).  Without limiting
the generality of the foregoing, no notices, reports or other filings are required to be made by
Seller with, nor are any consents, registrations, approvals, permits or authorizations required to
be obtained by Seller from, any government or governmental, regulatory or administrative
authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the
execution and delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents.  This Agreement
and the Ancillary Documents constitute legal, valid and binding obligations of Seller,
enforceable in accordance with their terms, except as enforcement thereof may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of
creditors generally and general principles of equity, whether applied at law or in equity.









4.03   
Tax Matters.  To the best Knowledge of Seller, Seller has duly and timely
filed all tax returns and reports required to be filed by Seller prior to Closing, except to the extent
that any failure or alleged failure to file any Tax return or report would not have a material
adverse effect on Seller or the Acquired Assets.  All of Sellers' tax returns and reports are true
and complete in all material respects.









4.04. 
Litigation. There is no prosecution, suit, action, arbitration proceeding or
governmental proceeding pending, or to the best Knowledge of Purchaser, threatened, against or
affecting Purchaser or the transactions contemplated by this Agreement.









4.05.  
Brokers.   Purchaser shall not have any obligation or liability to pay any
fee or other compensation to any Person engaged by Seller in connection with this Agreement
and the transactions contemplated hereby.















4.06.   
True Copies. All copies of documents delivered or made available to
Purchaser in connection with this Agreement are true and correct copies of the originals thereof.









4.07.  
Compliance with Law.  Seller is in material compliance with all federal,
state and local laws, regulations and ordinances applicable to its business and operations.









4.08   
As Is.  The assets which are transferred pursuant to this agreement are in
their "as is" condition. There are no representations or warranties beyond the terms of this
agreement. Seller makes no representations as it title, or the rights to title except that it is
transferring to Purchase whatever interest it has in the assets being transferred. That these assets
are oil and gas rights which exist below the current production. That Seller is transferring
anything other than its rights to those below formations and zones, for the purposes of drilling
and development.







ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER



Purchaser
hereby represents and warrants to Seller as follows:









5.01.   
Organization and Good Standing.  Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of Washington
and is duly qualified and in good standing as a foreign corporation in each jurisdiction
where the failure to be so qualified would have a material adverse effect on Purchaser.









5.02.   
Capitalization and Financial Resources. Purchaser has the necessary
capitalization and financial resources to fulfill its commitments set forth in this Agreement,
including but not limited to, fulfilling the Purchase Price obligations set forth herein.







5.03.   
Authority Relative to this Agreement.  Purchaser has the requisite
corporate power and authority to enter into this Agreement and all Ancillary Documents,
and to carry out its obligations hereunder and there under.  The execution and delivery of
this Agreement and each Ancillary Document, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by the Board of Directors of
Purchaser, or an authorized Committee thereof, and do not violate any provision of the
Certificate of Incorporation or Bylaws of Purchaser, and no other corporate proceedings on
the part of Purchaser are necessary to authorize this Agreement and the Ancillary
Documents and the transactions contemplated hereby and thereby.  The execution and
delivery of this Agreement and each Ancillary Document and the consummation of the
transactions provided for hereby and thereby will not conflict with or effect a breach,
violation or default, or cause an event of default, under any mortgage, lease, or other
material agreement or instrument, or any statute, regulation, order, judgment or decree to
which it is a party or by which it is bound, or any law or governmental regulation applicable
to Purchaser, or require the consent of any Person (other than the parties to this Agreement).
This Agreement and the Ancillary Documents constitute the legal, valid and binding
obligations of Purchaser, enforceable in accordance with their terms, except as enforcement
thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors generally and general principles of
equity, whether applied at law or in equity.







5.04.   
No Broker.  Purchaser shall not have any obligation or liability to pay any
fee or other compensation to any Person engaged by Purchaser in connection with this
Agreement and the transactions contemplated hereby.







5.05.   
Governmental Filings; No Violations.   Purchaser shall use its
commercially reasonable good faith efforts to file with the SEC any documents, which are
necessary as it relates to this transaction.







5.06.   
Litigation.  There are no civil, criminal or administrative actions, suits,
claims, hearings, investigations, arbitrations, or proceedings pending or threatened against
Purchaser preventing, or which, if determined adversely to Purchaser would prevent
Purchaser from consummating the transactions contemplated by this Agreement and the
Ancillary Documents.













ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;











INDEMNIFICATION









6.01.   
Survival of Representations and Warranties of the Parties.  Except as
provided in Section 6.02 and the tax obligations set forth herein, all representations and
warranties made by any party hereto contained in this Agreement or in any Ancillary
Document, and the indemnification obligations of each party hereto with respect to
representations and warranties, shall survive for a period ending two years following the
Closing Date.  Notwithstanding the foregoing, the representations and warranties relating to
Section 4.03 hereof, and the indemnity obligations with respect to such representations and
warranties, shall remain operative and in full force and effect until the expiration of the
applicable statute of limitations.







6.02.    
Indemnification by Purchaser.  Purchaser hereby agrees to indemnify and
hold Seller and its shareholders harmless from and against all damages, losses, liabilities,
deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other
out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in
connection with or related to the Assumed Liabilities whether or not any such Damages are
in connection with any action, suit, proceeding, demand or judgment of a third party
(including Governmental Entities).











ARTICLE 7
- CONDITIONS TO THE CLOSING









7.01.   
Condition to Obligations of Purchaser.  The obligations of Purchaser to
close the transactions contemplated hereby are subject to the satisfaction of the following
condition:









Purchaser shall have the right to conduct such inspections and
investigations of Seller's business and operations, as Purchaser deems
necessary. In the event Purchaser, in its sole discretion, determines that
the purchase contemplated herein is not in its best interests, Purchaser
shall have the right to cancel this agreement and upon a return by Seller
of the Earnest Money this agreement shall be null and void.















Upon closing Purchaser waives any rights, claims or interests against Seller for any
representation or warranty as it relates to the interest being conveyed, in whole or in part.

















ARTICLE 8 - THE CLOSING







At the Closing, the parties shall deliver the following documents and instruments and
take the following actions:







8.01.   
Closing.   Seller shall deliver to Purchaser an Assignment of Interest as it relates
to the oil and gas interest being conveyed.







8.02.   
Assignment of Interest.   Seller will deliver such duly executed bills of sale and
assignments of interest in certain of the oil and gas leases as shall be appropriate to convey,
transfer and assign to and to vest in Purchaser the rights, title and interest in and to the Acquired
Assets, in the form set forth in Exhibit hereto.





ARTICLE 9
- ADDITIONAL AGREEMENTS







9.01.   
Agreements As to Tax Matters.  The parties to this Agreement will cooperate
fully with each other, in connection with the preparation, signing and filing of tax returns and in
any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.







9.02.   
Post-Closing Documents.  The parties hereto will cooperate with one another after
Closing and, without any further consideration, will execute and deliver such other documents as
shall be reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser
and to take any other action necessary to carry out the intent and purposes of this Agreement.





9.03.   
Notice.  Each party shall notify the others of any claim, demand, action, suit or
proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable
after learning of such claim, demand, action, suit, or proceeding.



























ARTICLE 10 - GENERAL PROVISIONS









10.01.   
Expenses.  Each party shall pay its own expenses (including legal and accounting
costs and expenses) in connection with the negotiation, preparation and consummation of this
Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.









10.02.    Governing  Law; Waiver of Jury Trial.  All questions concerning the construction,
interpretation and validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of California without giving effect to any choice
or conflict of law provision or rule (whether in the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of California.











BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS
TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR
ANY DOCUMENTS RELATED HERETO.









10.03.   
Submission to Jurisdiction.  Any legal action or proceeding with respect to this
Agreement or the other Ancillary Documents may be brought in the courts of the State of
California and the United States of America located in the City of Los Angeles and, by execution
and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Seller
hereby irrevocably waives, in connection with any such action or proceeding, any objection,
including, without limitation, any objection to the venue or based on the grounds of forum non
convenes, which it may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.  Each Seller hereby irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.









10.04.   
Headings.  Article and Section headings used in this Agreement are for
convenience only and shall not affect the meaning or construction of this Agreement.









10.05.    
Notices.  All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or mailed by certified mail (return receipt
requested) to the parties at the following address (or at such other address for a party as shall be
specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;











To Purchaser:









Sonoran Energy Inc





1701 Westwind Drive





Suite 127





Bakersfield Ca 93301









To Seller:









Harvest Worldwide LLC, Inc.





9595 Wilshire Boulevard, Suite 510





Beverly Hills, California 90210







10.06.   
Parties in Interest.  All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors of Sellers and
Purchaser.









10.07.   
Final Agreement; Entire Agreement.  This Agreement, including any agreements
set forth as an annex to any this Agreement, is the final agreement between the parties and
constitutes the entire agreement between the parties hereto and supersedes all prior agreements
and understandings, both written and oral, whether signed or unsigned, with respect to the
subject matter hereof.









10.08.   
Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be considered an original, but all of which together shall constitute the same
instrument.









10.09.   
Amendment.  This Agreement may be amended only by an instrument in writing
signed by or on behalf of each of the parties hereto.









10.10.   
Preparation of Agreement.   Purchaser prepared this Agreement and the Ancillary
Agreements solely on its behalf.  Each party to this Agreement acknowledges that:  (i) the party
had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and
independent of legal counsel for any other party hereto; (ii) the terms of the transactions
contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has
voluntarily entered into the transactions contemplated by this Agreement without duress or
coercion.  Each party further acknowledges that such party was not represented by the legal
counsel of any other party hereto in connection with the transactions contemplated by this
Agreement, nor was he or it under any belief or understanding that such legal counsel was
representing his or its interests.  Each party agrees that no conflict, omission or ambiguity in this
Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was responsible for
drafting this Agreement.











IN WITNESS WHEREOF

, the parties have duly executed this Oil and Gas lease Purchase
Agreement as of the date first written above.













SONORAN ENERGY INC







By: _____________________________





Name:





Title: President





Corporate Seal









HARVEST WORLDWIDE LLC







By: ______________________________





Name: ___________________________





Title:  Chairman and CEO





---





Exhibit A





EXCLUDED ASSETS









This is a complete list of all EXCLUDED assets, which are being retained by HARVEST
the rights which are being excluded from this agreement are the current surface rights
associated with the existing oil and gas lease. In addition, the rights which are being excluded
are the current production based upon the current zones which are producing. The oil and gas
drilling rights which are being conveyed are those rights which are below the current formation
which is producing. Seller is conveying to the extent that Seller has these rights, Seller is
conveying its rights to those formations and zones which are below the current production which
is in progress.



---





EXHIBIT B









The assumed liabilities associated with this transactions are those liabilities which are of record and
those liabilities which buyer assumes as part of this purchase.



---







EXHIBIT C









Form of Bill of Sale









GENERAL CONVEYANCE, BILL OF SALE











AND ASSIGNMENT











THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated
as of 11/15/03 from Harvest Worldwide LLC. a Nevada corporation ("HARVEST"), ( the
"Seller"),
with respect to the sale of its assets, to SONORAN  ENERGY, INC., a Washington corporation
(together with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Oil
and Gas lease Purchase Agreement, dated November 15, 2003 (the "Asset Purchase Agreement"),
by and among Harvest Worldwide LLC,. and the Purchaser.  Defined terms used herein without
definition have the meanings assigned to such terms in the Asset Purchase Agreement.









KNOW ALL PERSONS BY THESE PRESENTS

that, pursuant to the terms and
conditions of the Asset Purchase Agreement and for the consideration set forth therein, the receipt
and sufficiency of which are hereby acknowledged by the Sellers, the Sellers hereby sell, convey,
transfer, assign, and deliver to Purchaser forever all of the Sellers' rights, title and interest in and
to the Acquired Assets in accordance with Section 2.01 of the Asset Purchase Agreement.









This assignment of interest is for an assignment of oil and gas lease rights for the
property which is described in Exhibit C (1),  attached herein. The rights are for those oil and gas
drilling rights which are held by Seller for those formations and zones which are below the current
production being developed by Seller. The Seller is not conveying its current production in whole
or in part. Seller is only conveying its rights which exist beyond the current zones which are being
produced by Seller.









Each Seller hereby constitutes and appoints Purchaser the true and lawful attorney
or attorneys of such Seller, with full power of substitution, in the name of Purchaser or in the name
of such Seller, but by and on behalf of and for the sole benefit of Purchaser, to demand and receive
from time to time any and all of the Acquired Assets and from time to time to institute and
prosecute, in the name of the Seller or otherwise on behalf of the Seller, any and all proceedings at
law, in equity or otherwise which Purchaser may deem necessary or desirable in order to receive,
collect, assert or enforce any right, title, benefit or interest of any kind in or to the Acquired Assets
and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do
all such acts and things and execute any instruments in relation thereto as Purchaser shall deem
advisable.  Without limitation of any of the foregoing, the Seller hereby authorizes any authorized
representative of Purchaser to endorse or assign any instrument, contract or chattel paper relating
to the Acquired Assets.  The Seller agrees that the foregoing appointment made and the powers
hereby granted are coupled with an interest and shall be irrevocable by the Seller.







All of the terms and provisions of this General Conveyance, Bill of Sale and
Assignment will be binding upon the Seller and its successors and assigns and will inure to the
benefit of Purchaser; provided, that nothing in this General Conveyance, Bill of Sale and
Assignment, express or implied, is intended or shall be construed to limit the rights of either party
in the event of a breach of the Purchase Agreement, or confer upon or give to any Person, firm,
partnership, corporation or other entity other than Purchaser any rights or remedies under or by
reason of this General Conveyance, Bill of Sale and Assignment.











IN WITNESS WHEREOF,

Seller has caused this instrument to be signed in its name by its
representative thereunto duly authorized on the date first above written.











Harvest Worldwide LLC









By: _________________________















Name: ______________________







Title: Chairman and CEO











AGREED AND ACCEPTED









SONORAN ENERGY INC







_______________________









BY, ITS PRESIDENT





---





EXHIBIT C (1)









LEGAL DESCRIPTION







Township 144, North Range, 98 West, Section 36, County of Dunn, North Dakota, USA known as the South Little Knife Prospect.



---











EXHIBIT D









PROMISSORY NOTE





---

EXHIBIT 10.12







OIL AND GAS LEASE PURCHASE AGREEMENT





Between





HARVEST WORLDWIDE, LLC ("PURCHASER")





and





SONORAN ENERGY, INC. ("SELLER")







This OIL AND GAS LEASE PURCHASE AGREEMENT, is made as of Janaury 31, 2004
(the "Agreement"), between Harvest Worldwide, LLC, a Minnesota Corporation, ("Harvest"
or "Purchaser"), and Sonoran Energy, Inc. a Washington Corporation, ("SONORAN"
or "Seller").





WHEREAS,

the respective Boards of Directors of both the Seller and Purchaser have approved the
terms of this Agreement and of the transactions contemplated hereby; and







WHEREAS,

this Agreement provides for the transfer of all of Sellers rights in certain oil and gas
leases to Purchaser; and





WHEREAS,

the Seller and Purchaser desire to set forth the terms of the agreement in connection
with the transactions provided for herein; and





NOW, THEREFORE,

in consideration of the promises and representations, warranties and
agreements herein contained, the parties hereto agree as follows:









ARTICLE 1 - DEFINITIONS







Definitions.

As used herein, the following terms shall have the following meanings:





"Acquired Assets and Liabilities" has the meaning specified in Section 2.03 hereof.





"Agreement" has the meaning specified in the introductory paragraph above.



"Ancillary Documents" as to any Person means all agreements, releases,
certificates and other documents contemplated by this Agreement to be entered
into or executed by such Person; and where a reference to a Person is made in
conjunction with a reference to "Ancillary Documents,"
the term shall refer only to such documents which such Person has entered into or executed.













means the liabilities which are set forth specifically in Exhibit B.





"Closing" has the meaning specified in Section 3.01 hereof.





"Closing Date" has the meaning specified in Section 3.01 hereof.





"Code" means the Internal Revenue Code of 1986, as amended.





"Common Stock" means the common stock of Harvest Energy Inc.





"Damages" has the meaning specified in Section 6.02 hereof.



"Governmental Entity" has the meaning specified in Section 4.02 hereof.





"Information Statement" has the meaning specified in the introductory paragraph above.



"Knowledge" means, with respect to any Person, (i) actual knowledge of such Person (including
the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual
knowledge that could have been acquired by such Person after making such due inquiry and
exercising such due diligence as a prudent businessperson would have made or exercised in the
management of his or her business affairs in light of the circumstances.





"Laws" means all applicable common law and any statute, law, code, ordinance, regulation, rule,
resolution, order, determination, writ, injunction, award (including, without limitation, any award
of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the
businesses and assets thereof.





"Person" means a natural person, corporation, partnership or other business entity, or any
Governmental Entity.



"Purchase Price" has the meaning specified in Section 3.02 hereof.



"Purchaser" has the meaning specified in the introductory paragraph above.



"SEC" means the Securities and Exchange Commission.





"Securities Act" means the Securities Act of 1933, as amended.





"Seller" has the meaning specified in the introductory paragraph above. This shall mean Sonoran,
or upon the election of Seller all or a part of the proceeds of the purchase can be directed to
assignees of Seller, in which case Purchaser shall deliver those proceeds to those third party
assignees.







ARTICLE 2
- PURCHASED ASSETS AND ASSUMED LIABILITIES



2.01
Purchase and Sale of Assets. Subject to the terms and conditions of this
Agreement at Closing, Seller shall, convey, assign, transfer and deliver, and
Purchaser shall acquire certain interests in oil and gas leases of SONORAN. This
assignment of interest shall transfer from Seller their rights to certain oil
and gas lease rights and operations, (the "Purchased Assets"). The Purchased Assets are
being purchased in an "As Is" condition.



2.02.
Assumption of Liabilities. Purchaser shall take the Acquired Assets
subject to those liabilities which are associated with the Acquired Assets,
including all drilling costs, clean up costs and well closing costs set forth in
Exhibit B, all of which liabilities Purchaser agrees to assume (the "Assumed Liabilities") and hold Seller harmless from paying the same.







ARTICLE 3
- THE CLOSING; PURCHASE PRICE





3.01
Closing. The closing of the transaction contemplated by this Agreement
(the "Closing") shall
be the 31st of January, 2004 (the "Closing Date"), time being of the essence. If Closing does not
occur on the Closing Date, or such other date as the parties shall mutually agree in writing, this
Agreement shall become null and void.





3.02
Purchase Price. At Closing, Purchaser shall purchase the Acquired Assets for the sum of One
Million Five Thousand Dollars($1,500,000.00). This purchase shall be in the form of cash or at
the election of the buyer, cash to existing debt.





ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER





Seller hereby represents and warrants to Purchaser as follows:

4.01
Organization, Good Standing and Foreign Qualification. Seller is a corporation duly
incorporated and validly existing and in good standing under the laws of the State of
Washington.





4.02
Authority Relative to Agreements. Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its
obligations hereunder and thereunder. The execution and delivery of this Agreement and each
Ancillary Document, and the consummation of the transactions provided for herein and therein,
have been duly authorized by the unanimous consent of the Board of Directors of Seller and does
not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller. The
execution by Seller of this Agreement and each Ancillary Document, and the consummation of
the transactions provided for hereby and thereby, will not conflict with or effect a breach,
violation, default, or cause an event of default, under any mortgage, lease, or other material
agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller is
a party or by which it is bound, or any law or governmental regulation applicable to Seller, or
require the consent of any Person (other than the parties to this Agreement). Without limiting the
generality of the foregoing, no notices, reports or other filings are required to be made by Seller
with, nor are any consents, registrations, approvals, permits or authorizations required to be
obtained by Seller from, any government or governmental, regulatory or administrative authority
or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the
execution and delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and
the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in
accordance with their terms, except as enforcement thereof may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors
generally and general principles of equity, whether applied at law or in equity.



4.03
Tax Matters. To the best Knowledge of Seller, Seller has duly and timely filed all tax
returns and reports required to be filed by Seller prior to Closing, except to the extent that any
failure or alleged failure to file any Tax return or report would not have a material adverse effect
on Seller or the Acquired Assets. All of Seller's tax returns and reports are true and complete in
all material respects.



4.04.
Litigation. There is no prosecution, suit, action, arbitration proceeding or governmental
proceeding pending, or to the best Knowledge of Seller, threatened, against or affecting Seller or
the transactions contemplated by this Agreement.



4.05.
Brokers. Purchaser shall not have any obligation or liability to pay any fee or other
compensation to any Person engaged by Seller in connection with this Agreement and the
transactions contemplated hereby.





4.06.
True Copies. All copies of documents delivered or made available to Purchaser in connection
with this Agreement are true and correct copies of the originals thereof.





4.07.
Compliance with Law. Seller is in material compliance with all federal, state and local laws,
regulations and ordinances applicable to its business and operations.



4.08   
As Is.  The assets which are transferred pursuant to this agreement are in their
"as is" condition.
There are no representations or warranties beyond the terms of this agreement. Seller makes no
representations as to title, or the rights to title except that it is transferring to Purchaser whatever
interest it has in the assets being transferred. These assets are oil and gas rights which exist below
the current production. Seller is transferring nothing other than its rights to those rights below
formations and zones, for the purposes of drilling and development.











ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER





Purchaser hereby represents and warrants to Seller as follows:





5.01.
Organization and Good Standing. Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Minnesota and is duly qualified and in good
standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have
a material adverse effect on Purchaser.



5.02
Capitalization and Financial Resources. Purchaser has the necessary capitalization and
financial resources to fulfill its commitments set forth in this Agreement, including but not limited
to, fulfilling the Purchase Price obligations set forth herein.



5.03.
Authority Relative to this Agreement. Purchaser has the requisite corporate power and
authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations
hereunder and there under. The execution and delivery of this Agreement and each Ancillary
Document, and the consummation of the transactions contemplated hereby and thereby, have been
duly authorized by the Board of Directors of Purchaser, or an authorized Committee thereof, and
do not violate any provision of the Certificate of Incorporation or Bylaws of Purchaser, and no other
corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the
Ancillary Documents and the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and each Ancillary Document and the consummation of the transactions
provided for hereby and thereby will not conflict with or effect a breach, violation or default, or
cause an event of default, under any mortgage, lease, or other material agreement or instrument, or
any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or
any law or governmental regulation applicable to Purchaser, or require the consent of any Person
(other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute
the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms,
except as enforcement thereof may be limited by any applicable bankruptcy, reorganization,
insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles
of equity, whether applied at law or in equity.



5.04.   
No Broker. Seller shall not have any obligation or liability to pay any fee or other
compensation to any Person engaged by Purchaser in connection with this Agreement and the
transactions contemplated hereby.



5.05.   
Governmental Filings; No Violations. Purchaser shall use its commercially reasonable good
faith efforts to cooperate with Seller in filing with the SEC any documents, which are necessary in
relation to this transaction.



5.06.
Litigation. There are no civil, criminal or administrative actions, suits, claims, hearings,
investigations, arbitrations, or proceedings pending or threatened against Purchaser preventing, or
which, if determined adversely to Purchaser would prevent Purchaser from consummating the
transactions contemplated by this Agreement and the Ancillary Documents.







ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;





INDEMNIFICATION



6.01.   
Survival of Representations and Warranties of the Parties. Except as provided in Section 6.02
and the tax obligations set forth herein, all representations and warranties made by any party hereto
contained in this Agreement or in any Ancillary Document, and the indemnification obligations of
each party hereto with respect to representations and warranties, shall survive for a period ending
two years following the Closing Date. Notwithstanding the foregoing, the representations and
warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such
representations and warranties, shall remain operative and in full force and effect until the expiration
of the applicable statute of limitations.



6.02.   
Indemnification by Purchaser. Purchaser hereby agrees to indemnify and hold Seller and its
shareholders harmless from and against all damages, losses, liabilities, deficiencies, costs and/or
expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively,
"Damages") resulting from, arising out of or in connection with or related to the Assumed Liabilities
whether or not any such Damages are in connection with any action, suit, proceeding, demand or
judgment of a third party (including Governmental Entities).





ARTICLE 7
- CONDITIONS TO THE CLOSING





7.01.   
Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions
contemplated hereby are subject to the satisfaction of the following condition:



A. Purchaser shall have the right to conduct such inspections and investigations of Seller's business
and operations, as Purchaser deems necessary. In the event Purchaser, in its sole discretion,
determines that the purchase contemplated herein is not in its best interests, Purchaser shall have the
right to cancel this agreement and upon a return by Seller of the Earnest Money this agreement shall
be null and void.

B. Upon closing Purchaser waives any rights, claims or interests against Seller for any representation
or warranty as it relates to the interest being conveyed, in whole or in part.



ARTICLE 8 - THE CLOSING



At the Closing, the parties shall deliver the following documents and instruments and take the
following actions:



8.01.   
Closing. Seller shall deliver to Purchaser an Assignment of Interest as it relates to the oil and
gas interest being conveyed.



8.02.   
Assignment of Interest. Seller will deliver such duly executed bills of sale and assignments of
interest in certain of the oil and gas leases as shall be appropriate to convey, transfer and assign to
and to vest in Purchaser the rights, title and interest in and to the Acquired Assets, in the form set
forth in Exhibit hereto.





ARTICLE 9
- ADDITIONAL AGREEMENTS



9.01.   
Agreements As to Tax Matters. The parties to this Agreement will cooperate fully with each
other, in connection with the preparation, signing and filing of tax returns and in any administrative,
judicial or other proceeding involving taxes relating to the Acquired Assets.



9.02.    
Post-Closing Documents. The parties hereto will cooperate with one another after Closing and,
without any further consideration, will execute and deliver such other documents as shall be
reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser and to take
any other action necessary to carry out the intent and purposes of this Agreement.



9.03.     
Notice. Each party shall notify the others of any claim, demand, action, suit or proceeding
relating to or arising in connection with, the Acquired Assets as soon as practicable after learning
of such claim, demand, action, suit, or proceeding.







ARTICLE 10 - GENERAL PROVISIONS





10.01
Expenses. Each party shall pay its own expenses (including legal and accounting costs and
expenses) in connection with the negotiation, preparation and consummation of this Agreement
and the Ancillary Documents, and the transactions contemplated hereby and thereby.



10.02   
Governing Law; Waiver of Jury Trial. All questions concerning the construction,
interpretation and validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of California without giving effect to any choice
or conflict of law provision or rule (whether in the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of California.







BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS
TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR
ANY DOCUMENTS RELATED HERETO.



10.03.
Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement
or the other Ancillary Documents may be brought in the courts of the State of California and the
United States of America located in the City of Los Angeles and, by execution and delivery of this
Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Seller and Purchaser each hereby
irrevocably waives, in connection with any such action or proceeding, any objection, including,
without limitation, any objection to the venue or based on the grounds of forum non convenes,
which it may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions. Each party hereby irrevocably consents to the service of process of any of
the aforementioned courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to it at its address as set forth herein.



10.04.
Headings. Article and Section headings used in this Agreement are for convenience only and
shall not affect the meaning or construction of this Agreement.



10.05.  
Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by certified mail (return receipt requested) to the
parties at the following address (or at such other address for a party as shall be specified by like
notice), or if sent by telecopy to the parties at the following telecopy numbers;







To Purchaser:



Harvest Worldwide LLC

c/o Mark Anderson

9595 Wilshire Boulevard, Suite 510

Beverly Hills, California 90210



To Seller:





Sonoran Energy, Inc.

Paul Bristol/President

c/o Dieterich & Associates

11300 West Olympic Blvd., Suite 800

Los Angeles, California 90064

10.06.
Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors of Sellers and Purchaser.



10.07.
Final Agreement; Entire Agreement. This Agreement, including any agreements set forth as
an annex to any this Agreement, is the final agreement between the parties and constitutes the entire
agreement between the parties hereto and supersedes all prior agreements and understandings, both
written and oral, whether signed or unsigned, with respect to the subject matter hereof.



10.08.
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be considered an original, but all of which together shall constitute the same instrument.



10.09.
Amendment. This Agreement may be amended only by an instrument in writing
signed by or on behalf of each of the parties hereto.





10.10.
Preparation of Agreement.  Purchaser prepared this Agreement and the Ancillary Agreements
solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice
of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal
counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement
are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions
contemplated by this Agreement without duress or coercion. Each party further acknowledges that
such party was not represented by the legal counsel of any other party hereto in connection with the
transactions contemplated by this Agreement, nor was he or it under any belief or understanding that
such legal counsel was representing his or its interests. Each party agrees that no conflict, omission
or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or
otherwise construed against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.





IN WITNESS WHEREOF,

the parties have duly executed this Oil and Gas lease Purchase
Agreement as of the date first written above.





HARVEST ENERGY INC



By:

_/s/ Mark Anderson



Name: Mark Anderson

Title: President

Corporate Seal



SONORAN ENERGY, INC.



By:

/s/ Paul Bristol



Name: Paul Bristol

Title: Chairman, Pres. and CEO



---







Exhibit A







EXCLUDED ASSETS



There are no EXCLUDED assets which are being retained by SONORAN

---



EXHIBIT B



The assumed liabilities associated with this transaction are those liabilities which are of record and
those liabilities which buyer assumes as part of this purchase primarily concerning the future costs
of abandonment.

---

EXHIBIT C





Form of Bill of Sale







GENERAL CONVEYANCE, BILL OF SALEAND ASSIGNMENT





THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as of January 31,
2004 from SONORAN ENERGY, INC., a Washington corporation ("SONORAN"), ( the "Seller"),
with respect to the sale of its assets, to HARVEST WORLDWIDE LLC, a Minnesota corporation
(together with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Oil
and Gas lease Purchase Agreement, dated Janaury 17, 2004 (the "Asset Purchase Agreement"), by
SONORAN, and the Purchaser. Defined terms used herein without definition have the meanings
assigned to such terms in the Asset Purchase Agreement.



KNOW ALL PERSONS BY THESE PRESENTS

that, pursuant to the terms and conditions of
the Asset Purchase Agreement and for the consideration set forth therein, the receipt and sufficiency
of which are hereby acknowledged by the Sellers, the Sellers hereby sell, convey, transfer, assign,
and deliver to Purchaser forever all of the Sellers' rights, title and interest in and to the Acquired
Assets in accordance with Section 2.01 of the Asset Purchase Agreement.





This assignment of interest is for an assignment of oil and gas lease rights for the property which
is described in Exhibit C (1), attached herein.



Seller hereby constitutes and appoints Purchaser the true and lawful attorney or attorneys of such
Seller, with full power of substitution, in the name of Purchaser or in the name of such Seller, but
by and on behalf of and for the sole benefit of Purchaser, to demand and receive from time to time
any and all of the Acquired Assets and from time to time to institute and prosecute, in the name of
the Seller or otherwise on behalf of the Seller, any and all proceedings at law, in equity or otherwise
which Purchaser may deem necessary or desirable in order to receive, collect, assert or enforce any
right, title, benefit or interest of any kind in or to the Acquired Assets and to defend and compromise
any and all actions, suits or proceedings in respect thereof and to do all such acts and things and
execute any instruments in relation thereto as Purchaser shall deem advisable. Without limitation
of any of the foregoing, the Seller hereby authorizes any authorized representative of Purchaser to
endorse or assign any instrument, contract or chattel paper relating to the Acquired Assets. The
Seller agrees that the foregoing appointment made and the powers hereby granted are coupled with
an interest and shall be irrevocable by the Seller.



All of the terms and provisions of this General Conveyance, Bill of Sale and Assignment will be
binding upon the Seller and its successors and assigns and will inure to the benefit of Purchaser;
provided, that nothing in this General Conveyance, Bill of Sale and Assignment, express or implied,
is intended or shall be construed to limit the rights of either party in the event of a breach of the
Purchase Agreement, or confer upon or give to any Person, firm, partnership, corporation or other
entity other than Purchaser any rights or remedies under or by reason of this General Conveyance,
Bill of Sale and Assignment.







IN WITNESS WHEREOF,

Seller has caused this instrument to be signed in its name by its
representative thereunto duly authorized on the date first above written.







SONORAN ENERGY, INC.





By:

_/s/ Paul Bristol



Name: Paul Bristol

Title:

Chairman, Pres. and CEO







AGREED AND ACCEPTED





HARVEST WORLDWIDE, LLC



/s/ Mark Anderson

By, Mark Anderson, Its President and/or



Managing Member



---



EXHIBIT C (1)





LEGAL DESCRIPTION



60% working interest in Dear Creek Keystone Lease

Legal - Keystone Oil Company
- Community Lease, Deer Creek Oil Field

Section 22,T22S, R27E, M.D.B.& M., Tulare County, California

60% working interest in Emjayco Glide Lease

Legal - Emjayco Glide #33 Lease

NE/4, Section 33, T27S, R28E, M.D.B.& M., Kern County, California

50% working interest in Dear Creek Merzonian Lease

Legal - Deer Creek Oil Company, National Development
- Merzonian Leases,

Deer Creek Oil Field

Section 22,T22S, R27E, M.D.B.& M., Tulare County, California

3.5 % working interest in the existing North West Lost Hills Prospect and 12% of undeveloped
acreage

Legal - Sections 33 & 35, T24S R19E, MDB&M, Tulare County, California and Sections 1-3 &
11-13, T25S R19E, and Sections 7, 17 & 18, T25S R20E, MDB&M, Kern County, California

Sacremental Gas Properties:

Parcel 1: Aspen Exploration, Inc.
- Malton Black Butte Property

660 acres, that being portions of Section 36, Township 23 North, Range 4 West, Mount Diablo
Base and Meridian; Section 31, Township 23 North, Range 3 West, Mount Diablo Base and
Meridian Tehama County, California, and

615.18 acres, that being portions of Sections 12, 13 & 14, Township 22 North, Range 4 West,
Mount Diablo Base and Meridian; Glenn County, California

Parcel 2: Aspen Exploration, Inc.
- Denverton Creek Property

The South one-half of Section 34 and the Southwest one-quarter of Section 35, Township 5
North Range One East, Mount Diablo Base and Meridian Solano County, California, and

The North one-half of Section 2 and the North one-half of Section 3 and the Northwest
one-quarter of Section 4, Township 4 North Range 1 East, Mount Diablo Base and Meridian
Solano County, California.

Parcel 3: Castle Minerals Inc. - Main Prairie Property

The Northwest one-quarter of the Southwest one-quarter and the West one-half of the Northeast
one-quarter of the Southwest one-quarter and a portion of the South one-half of the Northwest
one-quarter Section 3, Township 5 North Range 2 East, Mount Diablo Base and Meridian Solano
County, California, and

A portion of the South one-half of the Northeast one-quarter, Section 4, Township 5 North
Range 2 East, Mount Diablo Base and Meridian Solano County, California.

Parcel 4: Gotland Oil Company - Lambie Ranch Property

A portion of the Southeast one-quarter, Section 4 Township 5 North Range 1 East, Mount
Diablo Base and Meridian Solano County, California.

|                                    | WI%      | NRI%      
|----------------------------------- | -------- | ----------
|DENVERTON CREEK                     |          |           
|1)     Emigh 34-1                   | 1.125%   | 0.008213  
|2)     Emigh 34-2                   | 1.125%   | 0.008213  
|3)     Emigh 34-3                   | 0.05625% | 0.00433125
|4)     Emigh 35-1                   | 1.125%   | 0.0082125 
|5)     Emigh 35-2                   | 1.125%   | 0.0082125 
|6)     Emigh 35-3                   | 0.05625% | 0.00433125
|7)     Emigh 35-4                   | 0.1875%  | 0.00144375
|8)     Emigh 35-5                   | 1.125%   | 0.0082125 
|9)     Emigh 2-1                    | 1.125%   | 0.0082125 
|10)   Emigh 3-1                     | 1.125%   | 0.0082125 
|11)   Cygnus 1                      | 0.05625% | 0.00410625
|12)   Cygnus 2                      | 0.01875% | 0.00136875
|                                    |          |           
|LAMBIE RANCH                        |          |           
|1)     Lambie 3-4                   | 1.375%   | 0.0065    
|                                    |          |           
|MAINE PRAIRIE                       |          |           
|1)     Miller #1                    | 1.41%    | 0.011333  
|2)     Miller #3                    | 1.41%    | 0.011333  
|3)     Miller #4                    | 1.41%    | 0.011333  
|4)     Peters #5                    | 0.705%   | 0.0056665 
|                                    |          |           
|MALTON BLACK BUTTE                  |          |           
|Johnson Unit (3 wells in unit)      | 10%      | 0.077     
|Gay Unit (1 well in unit) 10% 0.077 | 10%      | 0.077     
|1)     Electra #1                   | 3.6%     | 0.02675462
|2)     Houghton 25-1                | 3.7%     | 0.02849   
|3)     Eastby 36-2                  | 3.7%     | 0.02849   
|4)     Daughters of Dragon #1       | 2.65%    | 0.01969437
|5)     Gay 12-1                     | 5.0%     | 0.0385    
|                                    |          |           













North West Lost Hills:

A 4% working interest in the North East 12 Prospect Unit, Northeast Quarter, Section 12, T25S
R19E,MDB & M. in Kern County, California

---









EXHIBIT D





ASSIGNMENT OF WORKING INTEREST







KNOWN ALL MEN BY THESE PRESENTS: That Sonoran Energy, Inc., hereinafter referred to
as ASSIGNOR, for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, does hereby grant, transfer, assign and convey on a pro-rata basis unto Harvard
Worldwide, LLC, hereinafter referred to as ASSIGNEE, its successors and assigns, subject to the
conditions stated below, an undivided working interest, as set forth in Exhibit
"C1" hereto, being
all of ASSIGNOR'S undivided working interest in those certain oil and gas leases, hereinafter called
"Said Properties.



Assignor represents and warrants that title to said property as described herein is conveyed free and
clear of all liens, claims, clouds or encumbrances caused or created by, through or under Assignor.
Assignor further represents and warrants that no assignment, transfer, conveyance, encumbrance,
or other hypothecation affecting the interest as described herein exists.

This effective date of this assignment is January 31, 2004.

TO HAVE AND TO HOLD the same unto Assignee, Assignee's successors and assigns forever,
subject to the terms and provisions contained herein.

IN WITNESS WHEREOF, this assignment is executed this 31st day of January, 2004.

ASSIGNOR:                                                                                          ASSIGNEE:



SONORAN ENERGY, INC.                                                                 HARVEST WORLDWIDE LLC





/s/ Paul Bristol





Paul Bristol, President                                                                               Mark Anderson, President









---

Exhibit 10.13



OIL AND GAS LEASE PURCHASE AGREEMENT





Between





SONORAN ENERGY, INC, ("PURCHASER")





and





Certain Shareholders of BPR Energy, Inc. ("SELLER")

















This OIL AND GAS LEASE PURCHASE AGREEMENT, is made as of January 22, 2004
(the "Agreement"), between SONORAN ENERGY, INC a Washington corporation, ("Sonoran
" or "Purchaser"),  and Shareholders of BPR Energy, Inc, a Louisiana Corporation ("BPR" or
"Seller")





WHEREAS,

the respective Boards of Directors of both the Seller and Purchaser have
approved the terms of this Agreement and of the transactions contemplated hereby; and







WHEREAS, this Agreement provides for the transfer of certain of Sellers rights in certain
shares of BPR to Purchaser; and





WHEREAS,

the Seller and Purchaser desire to set forth the terms of the agreement in
connection with the transactions provided for herein; and





NOW, THEREFORE,

in consideration of the promises and representations, warranties
and agreements herein contained, the parties hereto agree as follows:







ARTICLE 1 - DEFINITIONS







Definitions.

As used herein, the following terms shall have the following meanings:





"Acquired Assets and Liabilities" has the meaning specified in Section 2.03 hereof.





"Agreement" has the meaning specified in the introductory paragraph above.



"Ancillary Documents" as to any Person means all agreements, releases,
certificates and other documents contemplated by this Agreement to be entered
into or executed by such Person; and where a reference to a Person is made in
conjunction with a reference to "Ancillary
Documents," the term shall refer only to such documents which such Person has entered into or
executed.









"Assumed Liabilities" means the liabilities which are set forth specifically in Exhibit A.





"Closing" has the meaning specified in Section 3.01 hereof.





"Closing Date" has the meaning specified in Section 3.01 hereof.





"Code" means the Internal Revenue Code of 1986, as amended.





"Common Stock" means the common stock of Sonoran Energy Inc. or BPR Energy, Inc.
or a "public" company





"Damages" has the meaning specified in Section 6.02 hereof.





"Effective Date" The effective date of this agreement is January 31, 2004 in the
allocation of production runs and offsets.



"Governmental Entity" has the meaning specified in Section 4.02 hereof.





"Information Statement" has the meaning specified in the introductory paragraph
above.



"Knowledge" means, with respect to any Person, (i) actual knowledge of such Person
(including the actual knowledge of the officers, directors and key employees of such Person) and
(ii) actual knowledge that could have been acquired by such Person after making such due
inquiry and exercising such due diligence as a prudent businessperson would have made or
exercised in the management of his or her business affairs in light of the circumstances.





"Laws" means all applicable common law and any statute, law, code, ordinance,
regulation, rule, resolution, order, determination, writ, injunction, award (including, without
limitation, any award of any arbitrator), judgments and decrees applicable to the specified
persons or entities and to the businesses and assets thereof. The laws of the State of Louisiana
will have overriding preference.





"Person" means a natural person, corporation, partnership or other business entity, or
any Governmental Entity.



"Purchase Price" has the meaning specified in Section 3.02 hereof.



"Purchaser" has the meaning specified in the introductory paragraph above.



"SEC" means the Securities and Exchange Commission.





"Securities Act" means the Securities Act of 1933, as amended.





"Seller" has the meaning specified in the introductory paragraph above. This shall mean
the shareholders of BPR, or upon the election of Seller all or a part of the proceeds of the
purchase can be directed to assignees of Seller.



ARTICLE 2 - PURCHASED ASSETS AND ASSUMED LIABILITIES



2.01
Purchase and Sale of Assets.  Subject to the terms and conditions of this
Agreement at Closing, Seller shall, convey, assign, transfer and deliver to Purchaser at least 80%
of BPR's outstanding common stock.







2.02.
Assumption of Liabilities. Purchaser shall take the Acquired Assets
subject to those liabilities which are associated with the Acquired Assets,
including all drilling costs, clean up costs, well closing costs set forth in
Exhibit A, all of which liabilities Purchaser agrees to assume (the "Assumed Liabilities") and hold Seller harmless from paying the same.







ARTICLE 3 - THE CLOSING; PURCHASE PRICE





3.01
Closing. The closing of the transaction contemplated by this Agreement
(the "Closing") shall be the 31st of January, 2004 (the "Closing Date"), time being of the essence. In
the event closing does not occur on the closing date, or such other date as the parties shall
mutually agree in writing, this agreement shall become null and void.



3.02
Purchase Price.  At Closing, BPR shareholders (Seller) shall exchange at least 80% of
its common stock for a convertible preferred stock issue of (Purchaser) Sonoran Energy, Inc.
valued at Fifteen Million Dollars ($15,000,000.00) in tax free exchange. It is understood that
the stock will not be free trading however, subject to Rule 144, and subject to a 1-year holding
period prior to the sale of the shares into the "Public" market for SNRN. After 180 days from
closing the shareholders, as a group, will have one demand registration right and piggy back
rights on any registration of SNRN common shares, while their stock remains unregistered. The
conversion feature of the preferred issue may be exercised after 180 days of the closing. At the
time of exercise of the conversion to the 1,000,000 shares of SNRN common, the SNRN share
price must be at or above $15 per share, otherwise the shareholders as a group will receive
100,000 additional shares or fraction thereof, for each dollar or fraction thereof the SNRN share
price is below $12 at the time of conversion. The additional shares may not exceed 1,000,000
more SNRN shares.







3.03
Additional Funding.  It is further agreed that Seller shall provide to Buyer a first
right of refusal on future drilling projects and opportunities. That in addition, Buyer will invest
up to an additional twenty million into new/existing drilling and re-completion projects.





3.04
Option to Unwind Transaction. A majority of the BPR Shareholders will have the
right to unwind the transaction during the first 30 days after the closing.







ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER







Seller hereby represents and warrants to Purchaser as follows:









4.01   
Organization, Good Standing and Foreign Qualification.   BPR is a corporation
duly incorporated and validly existing and in good standing under the laws of the State of
Louisiana.







4.02   
Authority Relative to Agreements.   Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their
obligations hereunder and thereunder. The execution and delivery of this Agreement and each
Ancillary Document, and the consummation of the transactions provided for herein and therein,
have been duly authorized by the unanimous consent of the Board of Directors of Seller and does
not violate any provision of the respective Certificates of Incorporation or Bylaws of BPR.  The
execution by Seller of this Agreement and each Ancillary Document, and the consummation of
the transactions provided for hereby and thereby, will not conflict with or effect a breach,
violation, default, or cause an event of default, under any mortgage, lease, or other material
agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller is
a party or by which it is bound, or any law or governmental regulation applicable to Seller, or
require the consent of any Person (other than the parties to this Agreement).  Without limiting
the generality of the foregoing, no notices, reports or other filings are required to be made by
Seller with, nor are any consents, registrations, approvals, permits or authorizations required to
be obtained by Seller from, any government or governmental, regulatory or administrative
authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the
execution and delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents.  This Agreement
and the Ancillary Documents constitute legal, valid and binding obligations of Seller,
enforceable in accordance with their terms, except as enforcement thereof may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of
creditors generally and general principles of equity, whether applied at law or in equity.









4.03
Tax Matters.  To the best Knowledge of Seller, Seller has duly and timely filed
all tax returns and reports required to be filed by Seller prior to Closing, except to the extent that any
failure or alleged failure to file any Tax return or report would not have a material adverse effect
on Seller or the Acquired Assets.  All of Sellers' tax returns and reports are true and complete in
all material respects.







4.04. 
Litigation. Seller represents that there is no prosecution, suit, action, arbitration
proceeding or governmental proceeding pending, or to the best Knowledge of Seller, threatened,
against or affecting Seller or the transactions contemplated by this Agreement. Except as set
forth in this agreement to the best Knowledge of the Seller, there is not outstanding against
Seller any decision, judgment, decree, injunction, rule or order of any court, arbitrator or
Governmental Entity and no material prosecution of Seller as defendant.









4.05.  
Brokers.   Purchaser shall not have any obligation or liability to pay any fee or
other compensation to any Person engaged by Seller in connection with this Agreement and the
transactions contemplated hereby.













4.06.   
True Copies.  All copies of documents delivered or made available to Purchaser
in connection with this Agreement are true and correct copies of the originals thereof.









4.07.   
Compliance with Law.  Seller is in material compliance with all federal, state and
local laws, regulations and ordinances applicable to its business and operations.









ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser
hereby represents and warrants to Seller as follows:









5.01.   
Organization and Good Standing.   Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and is duly qualified
and in good standing as a foreign corporation in each jurisdiction where the failure to be so
qualified would have a material adverse effect on Purchaser. The Purchaser gives a quid pro quo
to the Seller with regard to Seller's representations made in ARTICLE 4 -
REPRESENTATIONS AND WARRANTIES OF SELLER.









5.02   
Capitalization and Financial Resources.  Purchaser has the necessary
capitalization and financial resources to fulfill its commitments set forth in this Agreement,
including but not limited to, fulfilling the Purchase Price obligations set forth herein.









5.03.   
Authority Relative to this Agreement.     Purchaser has the requisite corporate
power and authority to enter into this Agreement and all Ancillary Documents, and to carry out
its obligations hereunder and there under.  The execution and delivery of this Agreement and
each Ancillary Document, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized
Committee thereof, and do not violate any provision of the Certificate of Incorporation or
Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary
to authorize this Agreement and the Ancillary Documents and the transactions contemplated
hereby and thereby.  The execution and delivery of this Agreement and each Ancillary
Document and the consummation of the transactions provided for hereby and thereby will not
conflict with or effect a breach, violation or default, or cause an event of default, under any
mortgage, lease, or other material agreement or instrument, or any statute, regulation, order,
judgment or decree to which it is a party or by which it is bound, or any law or governmental
regulation applicable to Purchaser, or require the consent of any Person (other than the parties to
this Agreement).  This Agreement and the Ancillary Documents constitute the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their terms, except as
enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors generally and general principles of
equity, whether applied at law or in equity.









5.04   
No Broker.     Purchaser shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Purchaser in connection with this Agreement and
the transactions contemplated hereby.

















ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;







INDEMNIFICATION







6.01.   
Survival of Representations and Warranties of the Parties.   Except as
provided in Section 6.02 and the tax obligations set forth herein, all representations and
warranties made by any party hereto contained in this Agreement or in any Ancillary Document,
and the indemnification obligations of each party hereto with respect to representations and
warranties, shall survive for a period ending two years following the Closing Date.
Notwithstanding the foregoing, the representations and warranties relating to Section 4.03
hereof, and the indemnity obligations with respect to such representations and warranties, shall
remain operative and in full force and effect until the expiration of the applicable statute of
limitations.







6.02.    
Indemnification by Purchaser.   Prior to closing, Purchaser does not agree to
indemnify and hold Seller and its shareholders harmless from and against all damages, losses,
liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and
other out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in
connection with or related to the Assumed Liabilities whether or not any such Damages are in
connection with any action, suit, proceeding, demand or judgment of a third party (including
Governmental Entities).











ARTICLE 7
- CONDITIONS TO THE CLOSING









7.01.   
Condition to Obligations of Purchaser.    The obligations of Purchaser to close
the transactions contemplated hereby are subject to the satisfaction of the following condition:









A.   Purchaser shall have the right to conduct such inspections and investigations of Seller's
business and operations, as Purchaser deems necessary. In the event Purchaser, in its sole
discretion, determines that the purchase contemplated herein is not in its best interests,
Purchaser shall have the right to cancel this agreement and upon a return by Seller of the
Earnest Money this agreement shall be null and void.









B.    It is agreed that BPR shall deliver clear title to the oil and gas leases, that a copy of the
title report will be provided as part of this agreement, that Purchaser has the right to
cancel the transaction in the event title is not clear and or title insurance can not be
obtained. It is agreed that Seller will provide to Purchaser all log reports, geological
reports, production runs and other information necessary to the operation of the field.









C.    Seller shall deliver to Purchaser an income and expense statement which reflects the
production, expenses and operations for the past 90 days of operation.









ARTICLE 8 - THE CLOSING







At the Closing, the parties shall deliver the following documents and instruments and
take the following actions:







8.01.   
Closing.     Seller shall deliver to Purchaser An Assignment of Interest as it relates
to the oil and gas interest being conveyed in recordable form, a transfer of all assets and
equipment as it relates to this agreement..









8.02   
Assignment of Interest.  Seller will deliver such duly executed bills of sale and
assignments of interest in certain of the oil and gas leases as shall be appropriate to convey,
transfer and assign to and to vest in Purchaser the rights, title and interest in and to the Acquired
Assets. It is agreed that the lease will be recorded in the name of Purchaser upon the close of
escrow.



ARTICLE 9 - ADDITIONAL AGREEMENTS







9.01.   
Agreements As to Tax Matters.    The parties to this Agreement will cooperate
fully with each other, in connection with the preparation, signing and filing of tax returns and in
any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.







9.02.   
Post-Closing Documents.     The parties hereto will cooperate with one another
after Closing and, without any further consideration, will execute and deliver such other
documents as shall be reasonably required after the Closing to transfer title to the Acquired
Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of
this Agreement.







9.03.   
Notice.      Each party shall notify the others of any claim, demand, action, suit or
proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable
after learning of such claim, demand, action, suit, or proceeding.

























ARTICLE 10 - GENERAL PROVISIONS









10.01   
Expenses.      Each party shall pay its own expenses (including legal and
accounting costs and expenses) in connection with the negotiation, preparation and
consummation of this Agreement and the Ancillary Documents, and the transactions
contemplated hereby and thereby.







10.02   
Governing  Law; Waiver of Jury Trial.    All questions concerning the
construction, interpretation and validity of this Agreement shall be governed by and construed
and enforced in accordance with the domestic laws of the State of Louisiana without giving
effect to any choice or conflict of law provision or rule (whether in the State of Louisiana or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the
State of Louisiana.











BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES
WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND
ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS
RELATED HERETO.









10.03.   
Submission to Jurisdiction.     Any legal action or proceeding with respect to this
Agreement or the other Ancillary Documents may be brought in the courts of the State of
Louisiana and the United States of America located in the City of Baton Rouge and, by
execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each
Seller hereby irrevocably waives, in connection with any such action or proceeding, any
objection, including, without limitation, any objection to the venue or based on the grounds of
forum non convenes, which it may now or hereafter have to the bringing of any such action or
proceeding in such respective jurisdictions.  Each Seller hereby irrevocably consents to the
service of process of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as
set forth herein.









10.04.   
Headings.      Articles and Section headings used in this agreement are for
convenience only and shall not affect the meaning or construction of this agreement.









10.05.   
Notices.     All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or mailed by certified mail (return receipt
requested) to the parties at the following address (or at such other address for a party as shall be
specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;







10.06.   
Parties in Interest.     All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors of Sellers and
Purchaser.







10.07.   
Final Agreement; Entire Agreement.     This Agreement, including any
agreements set forth as an annex to any this Agreement, is the final agreement between the
parties and constitutes the entire agreement between the parties hereto and supersedes all prior
agreements and understandings, both written and oral, whether signed or unsigned, with respect
to the subject matter hereof.









10.08.   
Amendment.     This Agreement may be amended only by an instrument in writing
signed by or on behalf of each of the parties hereto.









10.09.   
Preparation of Agreement.     Purchaser prepared this Agreement and the
Ancillary Agreements solely on its behalf.  Each party to this Agreement acknowledges that:  (i)
the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel
separate and independent of legal counsel for any other party hereto; (ii) the terms of the
transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such
party has voluntarily entered into the transactions contemplated by this Agreement without
duress or coercion.









IN WITNESS WHEREOF,

the parties have duly executed this Oil and Gas lease
Purchase Agreement as of the date first written above.









SONORAN ENERGY, INC

















By: _____________________________





Name:





Title: President







BPR ENERGY INC.





By: ______________________________





Name: John B. Longman





BPR Shareholders





By: ______________________________





Name: John B. Longman



---





Exhibit A









Assets







This is a complete list of all assets, which are being conveyed as part of this agreement





The assets being included shall include all working interests which are held in oil and gas
properties which are included herein. included within this agreement all are future rights of
drilling and production for those oil and gas interests and leases.





The assets shall also include the assignment of the oil and gas leases, a copy of which is included
herein. This assignment shall be in recordable form, and recorded upon close of escrow.



---



EXHIBIT B

















Legal Description of Property



---







[Image not Available]



---



January 30, 2004





BPR Energy Inc





Dear Mr. Robichaux:







Re: Oil and Gas Purchase Agreement Dated January 22, 2004







This letter will confirm that we are amending this agreement in that Sonoran Energy, Inc will be
acquiring certain working interests in Oil and Gas Leases instead of your common stock:







Amend Page 1 second WHEREAS to read:





this Agreement provides for the transfer of certain of Sellers rights in certain oil and gas leases to





Purchaser; and







Amend Section 2.01 of the above agreement to read :





Subject to the terms and conditions of this Agreement at Closing, Seller shall, convey, assign,
transfer and deliver to Purchaser certain working interests in oil and gas leases of BPR Energy
Inc.







All other terms and conditions remain as written in the subject agreement.









Accepted and agreed to:





Sonoran Energy, Inc







__________________





By: Pres/CEO







Accepted and agreed to:





BPR Energy, Inc







__________________





By: Pres/CEO







---

Exhibit 10.14























OIL AND GAS LEASE PURCHASE AGREEMENT









Between









SUMMITT OIL AND GAS, INC. ("SELLER")









and









SONORAN ENERGY, INC, ("PURCHASER")



































This OIL AND GAS LEASE PURCHASE AGREEMENT, is made as of January 20, 2003
(the "Agreement"), between SUMMITT OIL AND GAS, INC.

a Nevada Corporation,
("SUMMITT" or "Seller") and SONORAN ENERGY, a Washington corporation, ("Sonoran
" or "Purchaser"),









WHEREAS,

the respective Boards of Directors of both the Seller and Purchaser have
approved the terms of this Agreement and of the transactions contemplated hereby; and











WHEREAS,

this Agreement provides for the transfer of certain of Sellers rights in certain oil
and gas leases to Purchaser; and









WHEREAS,

the Seller and Purchaser desire to set forth the
terms of the agreement in connection with the transactions provided for herein; and









NOW, THEREFORE,

in consideration of the promises and representations, warranties
and agreements herein contained, the parties hereto agree as follows:













ARTICLE 2
- PURCHASED ASSETS AND ASSUMED LIABILITIES







2.01   
Purchase and Sale of Assets.   Subject to the terms and conditions of this
Agreement at Closing, Seller shall, convey, assign, transfer and deliver up to a 50% interest in
the development of the property. A complete legal description shall be attached as part of this
agreement. That the full amount being transferred will be based upon the amount of capital
which is expended in the development of the property and the drilling of oil and gas wells on
the property.









2.02.   
Assumption of Liabilities. Purchaser shall take the Acquired Assets
subject to those liabilities which are associated with the Acquired Assets,
including all drilling costs, clean up costs, well closing costs set forth in
Exhibit A, all of which liabilities Purchaser agrees to assume (the "Assumed Liabilities") and hold Seller harmless from paying the same.









ARTICLE 3
- THE CLOSING; PURCHASE PRICE









3.01
Closing. The closing of the transaction contemplated by this Agreement
(the "Closing") shall be the 31st of January, 2004 (the "Closing Date"), time being of the essence. In
the event closing does not occur on the closing date, or such other date as the parties shall
mutually agree in writing, this agreement shall become null and void.







3.02
Purchase Price.  At Closing, Purchaser shall purchase the Assets for One Million
Three Hundred and Fifty Thousand Dollars ($1,350,000.00) down payment, plus the right of
refusal to drill new oil and gas wells. In the event that new wells are offering Purchaser will be
given 10 days in which to respond to the first right, otherwise, Seller will consider the offer
lapsed as continue without Purchaser. It is further understood by Purchaser that the drilling
program is based upon an investment of Ten Million Dollars (10,000,000). This investment is
intended to be completed in a three phase program, over a 2 month term. The first phase will be
Two Million Five Hundred Thousand Dollars to be paid on or before March 14, 2004. The
second phase to be Five Million Dollars on or before September 15, 2004, with the balance of
Two Million Five Hundred Thousand Dollars due on or before December 15, 2004.  The first
phase shall be based upon wells in the field at the discretion of Seller. It is agreed that Purchaser
agrees to the drilling schedule which is listed above and detailed in the Exhibit B which is
attached. Seller will be in charge of the development of the fields. Purchaser agrees to put up the
necessary bonding in order to be qualified to develop the field. In the event that Purchaser is
unable or unwilling to provide the funds necessary for drilling this agreement will be terminated.







3.03 Schedule of Drilling. It is agreed that the first phase shall be commenced within 30
days after the close of the purchase, the balance of the phases shall be concluded over a 10
month period. It is agreed that the Purchaser shall appoint Seller to act as operations manager,
and be in charge of the development of the field and the assets which are associated with this
agreement. It is further agreed that the drilling program is approved by the Seller based upon the
attached Exhibit B. In the event that the capital is not available by Purchaser to develop the
property this shall result in a breach of this agreement, in which case this agreement shall be
terminated entirely.







ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:







4.01   Organization, Good Standing and Foreign Qualification. 
Seller is a corporation duly incorporated and validly existing and in good
standing under the laws of the State of Nevada.







4.02    Authority Relative to Agreements.   Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their
obligations hereunder and thereunder.





ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser
hereby represents and warrants to Seller as follows:









5.01  Organization and Good Standing.   Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Washington and is duly
qualified and in good standing as a foreign corporation in each jurisdiction where the failure to
be so qualified would have a material adverse effect on Purchaser.









5.02  Capitalization
and Financial Resources.  Purchaser has the necessary
capitalization and financial resources to fulfill its commitments set forth in this Agreement,
including but not limited to, fulfilling the Purchase Price obligations set forth herein.







5.03  Authority Relative to this Agreement.   Purchaser has the requisite corporate
power and authority to enter into this Agreement and all Ancillary Documents, and to carry out
its obligations hereunder and there under.  The execution and delivery of this Agreement and
each Ancillary Document, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized
Committee thereof, and do not violate any provision of the Certificate of Incorporation or
Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary
to authorize this Agreement and the Ancillary Documents and the transactions contemplated
hereby and thereby.  The execution and delivery of this Agreement and each Ancillary
Document and the consummation of the transactions provided for hereby and thereby will not
conflict with or effect a breach, violation or default, or cause an event of default, under any
mortgage, lease, or other material agreement or instrument, or any statute, regulation, order,
judgment or decree to which it is a party or by which it is bound, or any law or governmental
regulation applicable to Purchaser, or require the consent of any Person (other than the parties to
this Agreement).  This Agreement and the Ancillary Documents constitute the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their terms, except as
enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors generally and general principles of
equity, whether applied at law or in equity.









ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;



INDEMNIFICATION







6.01. Survival
of Representations and Warranties of the Parties.   Except as
provided in Section 6.02 and the tax obligations set forth herein, all representations and
warranties made by any party hereto contained in this Agreement or in any Ancillary Document,
and the indemnification obligations of each party hereto with respect to representations and
warranties, shall survive for a period ending two years following the Closing Date







6.02. 
Indemnification by Purchaser.   Purchaser hereby agrees to indemnify and hold
Seller and its shareholders harmless from and against all damages, losses, liabilities,
deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in connection with or
related to the Assumed Liabilities whether or not any such Damages are in connection with any
action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).











ARTICLE 7
- CONDITIONS TO THE CLOSING









7.01. 
Condition to Obligations of Purchaser.   The obligations of Purchaser to close
the transactions contemplated hereby are subject to the satisfaction of the following condition:

a) Purchaser shall have the right to conduct such inspections and investigations of
Seller's business and operations, as Purchaser deems necessary. In the event Purchaser,
in its sole discretion, determines that the purchase contemplated herein is not in its best
interests, Purchaser shall have the right to cancel this agreement and upon a return by
Seller of the Earnest Money this agreement shall be null and void.





b) In the event that Purchaser elects to go forward with the transaction, all
conditions to the close of this agreement are herby waived by Purchaser on or before the
day of close, unless notified to Seller in writing.





c) Purchaser is obligated to provide the drilling funds which are necessary for the
development of the field and the project. In the event that such funds are not provided
based upon the attached drilling schedule this agreement shall be terminated.









ARTICLE 8 - THE CLOSING









At the Closing, the parties shall deliver the following documents and instruments
and take the following actions:







8.01. 
Closing.    Seller shall deliver to Purchaser a signed acknowledgement of
this agreement. No Assignment of Interest will be executed until the conclusion of the
final phase of development, at which time, once Purchaser has completed its final phase
of development then an assignment of interest will be executed as to those phases which
were funded by the Purchaser. Until the conclusion of the third phase no assignment of
interest will be recorded against the property.









ARTICLE 9 - ADDITIONAL AGREEMENTS







9.01. 
Agreements As to Tax Matters.   The parties to this Agreement will
cooperate fully with each other, in connection with the preparation, signing and filing of
tax returns and in any administrative, judicial or other proceeding involving taxes relating
to the Acquired Assets.









9.02. 
Post-Closing Documents.   The parties hereto will cooperate with one
another after Closing and, without any further consideration, will execute and deliver
such other documents as shall be reasonably required after the Closing to transfer title to
the Acquired Assets to Purchaser and to take any other action necessary to carry out the
intent and purposes of this Agreement.









9.03. Notice.   Each party shall notify the others of any claim, demand, action,
suit or proceeding relating to or arising in connection with, the Acquired Assets as soon
as practicable after learning of such claim, demand, action, suit, or proceeding.























ARTICLE 10 - GENERAL PROVISIONS







10.01 
Expenses.   Each party shall pay its own expenses (including legal and
accounting costs and expenses) in connection with the negotiation, preparation and
consummation of this Agreement and the Ancillary Documents, and the transactions
contemplated hereby and thereby.









10.02     Governing  Law; Waiver of Jury Trial.   All questions concerning the
construction, interpretation and validity of this Agreement shall be governed by and
construed and enforced in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule (whether in the
State of California or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of California.











BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.









10.03. 
Submission to Jurisdiction.   Any legal action or proceeding with respect to this
Agreement or the other Ancillary Documents may be brought in the courts of the State of
California and the United States of America located in the City of Los Angeles and, by execution
and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Seller
hereby irrevocably waives, in connection with any such action or proceeding, any objection,
including, without limitation, any objection to the venue or based on the grounds of forum non
convenes, which it may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.  Each Seller hereby irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.









10.04.
Notices.   All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or mailed by certified mail (return receipt
requested) to the parties at the following address (or at such other address for a party as shall be
specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;







10.05. 
Parties in Interest.   All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors of Sellers and
Purchaser.







10.07. 
Final Agreement; Entire Agreement.   This Agreement, including any
agreements set forth as an annex to any this Agreement, is the final agreement between the
parties and constitutes the entire agreement between the parties hereto and supersedes all prior
agreements and understandings, both written and oral, whether signed or unsigned, with respect
to the subject matter hereof.









10.08. 
Amendment.   This Agreement may be amended only by an instrument in writing
signed by or on behalf of each of the parties hereto.











IN WITNESS WHEREOF,

the parties have duly executed this Oil and Gas lease
Purchase Agreement as of the date first written above.









SUMMITT OIL AND GAS, INC



















By: _____________________________





Name:





Title: President







SONORAN ENERGY INC.





By: ______________________________





Name: ___________________________



---











Exhibit A











Legal Description of Property







---

















EXHIBIT B



















Schedule and Funding of the Drilling

---





Exhibit 10.15



SHARE PURCHASE AGREEMENT

Between

SONORAN ENERGY INC. ("PURCHASER")

And



BOND ENERGY CORPORATION, ("SELLER")







For the Acquisition of







BPZ Energy, Inc. a Wholly-owned





Subsidiary of SELLER





This SHARE PURCHASE AGREEMENT, is made as of January 22, 2004 (the Agreement"),
among Sonoran Energy Inc., a Washington State corporation, ("Sonoran"
or "Purchaser"), and the undersigned Bond Energy Corporation, a
British Virgin Island Corporation ("Bond"
or "Seller"), for and on account of the sale of 100% of Bond's wholly owned
subsidiary, BPZ Energy, Inc, (the "Operator") a Texas corporation





WHEREAS,
the respective Boards of Directors of both the Seller and Purchaser have
approved the terms of this Agreement and of the transactions contemplated
hereby; and



WHEREAS, this Agreement
provides for the transfer of certain of Seller's rights in 100% of the shares of
the Operator to Purchaser which has been approved by 100% of the shareholders of
Bond; and





WHEREAS,
the Seller and Purchaser desire to set forth the terms of the agreement in
connection with the transactions provided for herein; and



NOW,
THEREFORE, in consideration of the promises and representations, warranties
and agreements herein contained, the parties hereto agree as follows:



ARTICLE 1 - DEFINITIONS





Definitions.  As
used herein, the following terms shall have the following meanings:





"Acquired
Assets" has the meaning specified in Section 2.01 hereof.



"Agreement"
has the meaning specified in the introductory paragraph above.



"Ancillary
Documents" as to any Person means all agreements, releases, certificates
and other documents contemplated by this Agreement to be entered into or
executed by such Person; and where a reference to a Person is made in
conjunction with a reference to "Ancillary Documents," the term shall
refer only to such documents which such Person has entered into or executed.







"Assumed
Liabilities" has  the meaning specified in Section 2.02.



"Closing"
has the meaning specified in Section 3.01 hereof.



"Closing
Date" has the meaning specified in Section 3.01 hereof.



"Code"
means the Internal Revenue Code of 1986, as amended.



"Common
Stock" means the common stock of
Sonoran Energy Inc., a "public" Company.





"Damages"
has the meaning specified in Section 6.02 hereof.



"Effective Date"The effective date of this agreement is January
31 2004 in the allocation of production runs and offsets, if applicable.



"Governmental
Entity" has the meaning specified in Section 4.02 hereof.



"Information
Statement" has the meaning specified in the introductory paragraph
above.



"Knowledge"
means, with respect to any Person, (i) actual knowledge of such Person
(including the actual knowledge of the officers, directors and key employees of
such Person) and (ii) actual knowledge that could have been acquired by such
Person after making such due inquiry and exercising such due diligence as a
prudent businessperson would have made or exercised in the management of his or
her business affairs in light of the circumstances.



"Laws"
means all applicable common law and any statute, law, code, ordinance,
regulation, rule, resolution, order, determination, writ, injunction, award
(including, without limitation, any award of any arbitrator), judgments and
decrees applicable to the specified persons or entities and to the businesses
and assets thereof.  The laws of the State of Texas will have overriding
preference.



"Person"
means a natural person, corporation, partnership or other business entity, or
any Governmental Entity.



"Purchase
Price" has the meaning specified in Section 3.02 hereof.



"Purchaser"
has the meaning specified in the introductory paragraph above.



"SEC"
means the Securities and Exchange Commission.



"Securities
Act" means the Securities Act of 1933, as amended.



"Seller"
has the meaning specified in the introductory paragraph above. This shall mean
the shareholders of Seller or upon the election of Seller all or a part of the
proceeds of the purchase can be directed to assignees of Seller.





ARTICLE 2
- PURCHASED ASSETS AND ASSUMED LIABILITIES



2.01  Purchase and Sale of Assets. Subject to the terms and
conditions of this Agreement, at Closing, Seller shall, convey, assign, transfer
and deliver to Purchaser 100% of Operator's outstanding common stock (the "Acquired
Assets").



2.02. Assumption of Liabilities.  Purchaser shall take the Acquired
Assets subject to those liabilities which are associated with the Acquired
Assets, including drilling costs, clean up costs, well closing costs set forth
in Exhibit A, all of which liabilities Purchaser agrees to assume (the "Assumed
Liabilities") and hold Seller harmless from paying the same.





ARTICLE 3 - THE CLOSING; PURCHASE PRICE



3.01  Closing. 
The closing of the transaction contemplated by this Agreement (the "Closing")
shall be the  January 31, 2004 (the "Closing
Date"), time being of the essence.



3.02Purchase Price.  At Closing, Purchaser shall purchase the Acquired
Assets for  a Price of
Twenty-Five Million
Dollars ($25,000,000) (the "Purchase Price").





3.03Payment of Purchase Price. It is agreed that Purchaser shall
deliver to Seller preferred shares with a value of Fifteen Dollars per share
($15.00).  It is furthermore agreed, that on March 31, 2004 the Seller will be
allowed to convert the preferred stock into cash. That the cash value of the
stock will be equal to Fifteen Dollars per share ($15.00)



3.04  Installment Payment. It is agreed that on  or before March 1, 2004
a payment of One Million dollars will be made to Sellers which will be credited
against the preferred stock issuance and any conversion into cash at a later
date.







3.05  The Purchaser will commit to invest no less than
Twenty Million Dollars (US $20,000,000)
in the form of equity on the delivery date of the transaction. 
Such investment shall be paid in to Operator's account and utilized as
previously budgeted and approved by Operator
for the development of Block XIX as well as Area VI, and Area XVI
in the Republic of Peru, as outlined
in the business plan of

Bond















3.06  Additional Funding. Purchaser will allocate from
cash flow up to an additional
50% of EBITDA
and no less than 25%
of EBITDA
for investing said monies in new/existing drilling and re-completion projects
for the Working Interest Assets. The investment will be based upon a mutually
agreed upon production and exploration schedule, in which the amount of funds to
be expended will be agreed upon. This schedule will be agreed within 120 days
after execution of this agreement.





ARTICLE 4 -
REPRESENTATIONS AND WARRANTIES

OF SELLER



Seller hereby
represents and warrants to Purchaser as follows:



4.01   Organization, Good Standing and Foreign Qualification.
Bond is a corporation duly incorporated and validly existing and
in good standing under the laws of the
British Virgin Islands, and it's wholly-owned subsidiary to be
acquired by the Purchaser, BPZ Energy, Inc is a corporation duly incorporated
and validly existing and in good standing under the laws of the State of Texas,
USA.





4.02  Authority Relative to Agreements.  Seller has the
requisite corporate power and authority to enter into this Agreement and all
Ancillary Documents, and to carry out their obligations hereunder and thereunder. 
The execution and delivery of this Agreement and each Ancillary Document, and
the consummation of the transactions provided for herein and therein, have been
duly authorized by the unanimous consent of the Board of Directors of Seller and
does not violate any provision of the respective Certificates of Incorporation
or Bylaws of Seller.  The execution by Seller of this Agreement and each
Ancillary Document, and the consummation of the transactions provided for hereby
and thereby, will not conflict with or effect a breach, violation, default, or
cause an event of default, under any mortgage, lease, or other material
agreement or instrument, or any statute, regulation, order, judgment or decree
to which Seller is a party or by which it is bound, or any law or governmental
regulation applicable to Seller, or require the consent of any Person (other
than the parties to this Agreement).  Without limiting the generality of the
foregoing, no notices, reports or other filings are required to be made by
Seller with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by Seller from, any government or
governmental, regulatory or administrative authority or agency, domestic or
foreign (each, a "Governmental Entity"), in connection with the execution and
delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents.  This
Agreement and the Ancillary Documents constitute legal, valid and binding
obligations of Seller, enforceable in accordance with their terms, except as
enforcement thereof may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting rights of creditors generally and
general principles of equity, whether applied at law or in equity.





4.03     Tax Matters.  To the best Knowledge of Seller, Seller has duly
and timely filed all tax returns and reports required to be filed by Seller
prior to Closing, except to the extent that any failure or alleged failure to
file any Tax return or report would not have a material adverse effect on Seller
or the Acquired Assets.  All of Seller's tax returns and reports are true and
complete in all material respects.



4.04.    Litigation.  Seller represents that, other than as noted in
Appendix C attached hereto, there is no prosecution, suit, action, arbitration
proceeding or governmental proceeding pending, or to the best Knowledge of
Seller, threatened, against or affecting Seller or the transactions contemplated
by this Agreement.  Except as set forth in this agreement to the best Knowledge
of Seller, there is not outstanding against Seller any decision, judgment,
decree, injunction, rule or order of any court, arbitrator or Governmental
Entity and no material prosecution of Seller as Defendant.



4.05.    Brokers.   Purchaser shall not have any obligation or liability
to pay any fee or other compensation to any Person engaged by Seller in
connection with this Agreement and the transactions contemplated hereby.



4.06.    True Copies.    All copies of documents delivered or made
available to Purchaser in connection with this Agreement are true and correct
copies of the originals thereof.



4.07.    Compliance with Law.  Seller is in material compliance with all
federal, state and local laws, regulations and ordinances applicable to its
business and operations.

# 

# ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

# Purchaser hereby represents and warrants to Seller as follows:



5.01.      Organization and Good Standing.  Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Washington and is duly qualified and in good standing as a foreign
corporation in each jurisdiction where the failure to be so qualified would have
a material adverse effect on Purchaser.  The Purchaser gives a quid pro quo to
Seller with regard to Seller's all representations made in ARTICLE
4-REPRESENTATIONS AND WARRANTIES OF THE SELLER.



5.02  Capitalization
and Financial Resources.  Purchaser has the necessary
capitalization and financial resources to fulfill its commitments set forth in this Agreement,
including but not limited to, fulfilling the Purchase Price obligations set forth herein.







5.03  Authority Relative to this Agreement.   Purchaser has the requisite corporate
power and authority to enter into this Agreement and all Ancillary Documents, and to carry out
its obligations hereunder and there under.  The execution and delivery of this Agreement and
each Ancillary Document, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized
Committee thereof, and do not violate any provision of the Certificate of Incorporation or
Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary
to authorize this Agreement and the Ancillary Documents and the transactions contemplated
hereby and thereby.  The execution and delivery of this Agreement and each Ancillary
Document and the consummation of the transactions provided for hereby and thereby will not
conflict with or effect a breach, violation or default, or cause an event of default, under any
mortgage, lease, or other material agreement or instrument, or any statute, regulation, order,
judgment or decree to which it is a party or by which it is bound, or any law or governmental
regulation applicable to Purchaser, or require the consent of any Person (other than the parties to
this Agreement).  This Agreement and the Ancillary Documents constitute the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their terms, except as
enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors generally and general principles of
equity, whether applied at law or in equity.









ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;



INDEMNIFICATION







6.01. Survival
of Representations and Warranties of the Parties.   Except as
provided in Section 6.02 and the tax obligations set forth herein, all representations and
warranties made by any party hereto contained in this Agreement or in any Ancillary Document,
and the indemnification obligations of each party hereto with respect to representations and
warranties, shall survive for a period ending two years following the Closing Date







6.02. 
Indemnification by Purchaser.   Purchaser hereby agrees to indemnify and hold
Seller and its shareholders harmless from and against all damages, losses, liabilities,
deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in connection with or
related to the Assumed Liabilities whether or not any such Damages are in connection with any
action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).











ARTICLE 7
- CONDITIONS TO THE CLOSING









7.01. 
Condition to Obligations of Purchaser.   The obligations of Purchaser to close
the transactions contemplated hereby are subject to the satisfaction of the following condition:

a) Purchaser shall have the right to conduct such inspections and investigations of
Seller's business and operations, as Purchaser deems necessary. In the event Purchaser,
in its sole discretion, determines that the purchase contemplated herein is not in its best
interests, Purchaser shall have the right to cancel this agreement and upon a return by
Seller of the Earnest Money this agreement shall be null and void.





b) In the event that Purchaser elects to go forward with the transaction, all
conditions to the close of this agreement are herby waived by Purchaser on or before the
day of close, unless notified to Seller in writing.





c) Purchaser is obligated to provide the drilling funds which are necessary for the
development of the field and the project. In the event that such funds are not provided
based upon the attached drilling schedule this agreement shall be terminated.









ARTICLE 8 - THE CLOSING









At the Closing, the parties shall deliver the following documents and instruments
and take the following actions:







8.01. 
Closing.    Seller shall deliver to Purchaser a signed acknowledgement of
this agreement. No Assignment of Interest will be executed until the conclusion of the
final phase of development, at which time, once Purchaser has completed its final phase
of development then an assignment of interest will be executed as to those phases which
were funded by the Purchaser. Until the conclusion of the third phase no assignment of
interest will be recorded against the property.









ARTICLE 9 - ADDITIONAL AGREEMENTS







9.01. 
Agreements As to Tax Matters.   The parties to this Agreement will
cooperate fully with each other, in connection with the preparation, signing and filing of
tax returns and in any administrative, judicial or other proceeding involving taxes relating
to the Acquired Assets.









9.02. 
Post-Closing Documents.   The parties hereto will cooperate with one
another after Closing and, without any further consideration, will execute and deliver
such other documents as shall be reasonably required after the Closing to transfer title to
the Acquired Assets to Purchaser and to take any other action necessary to carry out the
intent and purposes of this Agreement.









9.03. Notice.   Each party shall notify the others of any claim, demand, action,
suit or proceeding relating to or arising in connection with, the Acquired Assets as soon
as practicable after learning of such claim, demand, action, suit, or proceeding.























ARTICLE 10 - GENERAL PROVISIONS







10.01 
Expenses.   Each party shall pay its own expenses (including legal and
accounting costs and expenses) in connection with the negotiation, preparation and
consummation of this Agreement and the Ancillary Documents, and the transactions
contemplated hereby and thereby.









10.02     Governing  Law; Waiver of Jury Trial.   All questions concerning the
construction, interpretation and validity of this Agreement shall be governed by and
construed and enforced in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule (whether in the
State of California or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of California.











BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.









10.03. 
Submission to Jurisdiction.   Any legal action or proceeding with respect to this
Agreement or the other Ancillary Documents may be brought in the courts of the State of
California and the United States of America located in the City of Los Angeles and, by execution
and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Seller
hereby irrevocably waives, in connection with any such action or proceeding, any objection,
including, without limitation, any objection to the venue or based on the grounds of forum non
convenes, which it may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.  Each Seller hereby irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.









10.04.
Notices.   All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or mailed by certified mail (return receipt
requested) to the parties at the following address (or at such other address for a party as shall be
specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;







10.05. 
Parties in Interest.   All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors of Sellers and
Purchaser.







10.07. 
Final Agreement; Entire Agreement.   This Agreement, including any
agreements set forth as an annex to any this Agreement, is the final agreement between the
parties and constitutes the entire agreement between the parties hereto and supersedes all prior
agreements and understandings, both written and oral, whether signed or unsigned, with respect
to the subject matter hereof.









10.08. 
Amendment.   This Agreement may be amended only by an instrument in writing
signed by or on behalf of each of the parties hereto.











IN WITNESS WHEREOF,

the parties have duly executed this Oil and Gas lease
Purchase Agreement as of the date first written above.



---

ADDENDUM I

This is the first addendum (the "Addendum") to the "Share Purchase Agreement" (the "Agreement")
made the 31st day of January 2004 by Bond Energy Corporation (the "Seller") and Sonoran Energy
Corporation (the "Buyer").

This Addendum shall be incorporated into the Agreement and any previous Addendums thereto and
in the event of any inconsistencies between this Addendum and the Agreement or previous
Addendums, this Addendum shall take precedence.

Whereas the Parties to the Agreement agree that certain clauses in the Agreement require
amendment;

Therefore, the Parties hereto have agreed that it is in their mutual best interests to amend the
Agreement and any Addendums thereto.

The Title of the Agreement shall be changed from being a
"Share Purchase Agreement" to being an
"Asset Purchase Agreement" and all references to "Share Purchase Agreement" in the Agreement
shall be changed to refer to an "Asset Purchase Agreement." Also in the title of
the agreement "For the Acquisition of" shall be replaced by "'And."

The first paragraph of the Preamble shall be amended, removing, "for and on account of the sale of
100% of Bond's wholly owned subsidiary, BPZ Energy. Inc.; (the "Operator") a Texas corporation",
replacing the text with, "for and on account of the sale of 100% of Bond's working interests in
BLOCK XIX. Area VI and Area XVI (the "Working Interest Assets") owned by Bond's wholly
owned subsidiary, BPZ Energy, Inc. (the "Operator") a Texas corporation.

The third paragraph of the Preamble shall be amended, removing reference to the Seller's rights in
"100% of the shares of the Operator" to read instead "Seller's fights in 100% of the Working Interest
Assets".

2.01. "common stock'" shall be removed and replaced with "Working Interest Assets".

3.03.  Payment of Purchase Price, shall be deleted and replaced with:





Payment of Purchase Price.

It is agreed that Purchaser shall deliver to Seller a class of redeemable
preferred shares with a deemed value of Fifteen Dollars per share (US $15.00) and a redemption
value of Fifteen Dollars (US $15.00) per preferred share. It is furthermore agreed, that on March 31,
2004, the Seller will convert the preferred stock into a cash amount equal to the Purchase Price (US $25,000,000), less any Installment Payment as per paragraph 3.05 (formerly paragraph 3.04) payable
on demand by the Purchaser per the instructions of Seller.  In the event that the Purchaser is unable
to comply with its commitments, including the cash payment to the Seller for the conversion of the
preferred shares, 100% of the Acquired Assets shall immediately revert back to the Seller. This shall
not limit the Seller's rights to seek further redress for damages.

The following shall be inserted as paragraph 3.04 and the existing paragraphs 3.04 to 3.06, inclusive,
shall be renumbered to reflect this change:

Signing. Upon signing this Agreement, Purchaser shall make a non-refundable payment of One
Hundred Thousand Dollars (US $100,000) to Seller for the costs associated with the completion of
a. third party reserve report.

Former paragraph 3.04 (renumbered to be 3.05) shall be deleted and replaced with:



Installment Payment.

It is agreed that on or before February 27, 2004 that the Buyer shall place a
deposit (the "Deposit") of One Million Dollars (US $1,000,000) in escrow in favor of the Seller,
pursuant to the Seller's instructions, with said fimds to be released to Seller as a non-refundable
deposit upon the receipt of the first draft of an audit of the Working Interest Assets and third party
reserve report. The Deposit will be credited against the $25,000,000 due under the Purchase Price.



Former paragraph 3.05 (renumbered to be 3.06) shall be deleted and replaced with:

The Purchaser will commit to invest no less than Twenty Million Dollars (US $20,000,000) in the
form of equity on the delivery date of the transaction. Such investment shall be paid in to Operator's
account and utilized as previously budgeted and approved by Operator for the development of Block
XIX, as well as Area VI and Area XVI in the Republic of Peru, as outlined in the business plan of
Bond. The Purchaser will grant the Seller a cost-free interest in production equal to ten percent
(10%) of the revenues generated by the Working Interest Assets for the life of the Working Interest
Assets and payable to the Seller on the 15th day of each month.

4.01  "... wholly owned subsidiary to be acquired by Purchaser; BPZ Energy, Inc. is a corporation
duly incorporated and validly existing and in good standing under the laws of the State of Texas,
USA" replaced with, " ... and its wholly owned subsidiary, BPZ Energy, Inc., a corporation duly
incorporated and validly existing and in good standing under the laws of the State of Texas, USA,

the holder of the Working Interest Assets."

Paragraph 4.05 shall be changed so as to read: "Seller shall not have any undisclosed obligation of
liability... engaged by Purchaser. .. ".

Paragraph 5.04 shall be changed so as to read: ""Buyer shall not have any undisclosed obligation or
liability .. engaged by Seller..."

7.01 B. shall be deleted and replaced with:

It is agreed that Seller shall deliver clear title to the Working Interest Rights and Working Interest
Assets. It is agreed that Seller will provide to Purchaser all log reports. geological reports, production
reports and other information necessary to the operation of the field.

7.01 D. shall be deleted and replaced with:

It is agreed that Seller will provide a third party reserve report to Purchaser on the Acquired assets
which are being purchased on or before March 31, 2004.

Paragraph 8.01 shall be deleted and replaced with:



Closing.

Seller shall deliver to Purchaser an Assignment of Interest as it relates to all
oil and gas interest being conveyed in recordable for a transfer of all assets
and equipment as it relates to this agreement on Closing or Delivery Date, as
the case may be. Purchaser shall deliver ail payments, including the full
payment for the conversion of the preference shares to an account designated by
Seller by wire transfer in immediately available funds. Purchaser shall deliver
to Seller all instruments, certificates and other documents as required on
Closing and Delivery Date pursuant to the Seller's instructions.



Paragraph 8.02 shall be deleted and replaced with:



Assignment of Interest.

By virtue of the acquisition of the interests, as provided in Section 8.01.
above, the Purchaser will acquire all of the Contractual and Working Interest Assets, subject to the
interest in production to which Seller is entitled pursuant to paragraph 3.05 (renumbered to be 3.06).



The last paragraph shall be deleted and replaced with:

IN WITNESS WHEREOF, the parties have duly executed this asset purchase agreement as of the
first date written above.

Payments in favor of the Seller sha1l be delivered by same day wire transfer to the Seller's account
at:

Bank: North Fork Bank

845 3rd Avenue NewYork, NY

ABA Routing Number 021407912

OPERATING ACCOUNT # 2854044423

All other aspects of the Agreement shall be deemed to have been adjusted accordingly to comply
with the changes contained herein.

IN WITNESS WHEREOF, the parties have duly executed this first addendum to the Stock Purchase
Agreement as of the 31 st of January 2004.

SONORAN ENERGY INC.

Name: Paul Bristol Title; Chairman/President and CEO

BOND ENERGY CORPORATION

Name: Gordon Gray

Title: President/CEO

---





ADDENDUM II

This is the second addendum to the "Share Purchase Agreement" (the
"Agreement") made the
31st day of January, 2004 by Bond Energy Corporation (the Seller) and Sonoran Energy
Corporation (the "Buyer")

The parties to this Agreement agree that it is in their best interests to amend the Agreement and
Addendums thereto.

This addendum will replace sections 3.03 and 3.05 of the original Agreement and Sections 3.03
and 3.06 (formerly 3.05) ADDENDUM I with the following wording and any differences
between the original Agreement, Addendum I and this Addendum II, this Addendum II shall be
the governing document:

3.03 Purchase Price.  At Closing, Purchaser shall deliver to Seller fully paid and
non-assessable convertible preferred shares of Sonoran Energy, Inc. (the "Preferred
Shares")
valued at Twenty-Five Million Dollars (US $25,000,000.00) (the "Purchase Price") (1,666,667
shares at US $15 per share). At Closing, the Purchaser shall file a shelf registration (the
"Registration") of the public traded Sonoran Common Stock (the "Common Stock" or
"SNRN")
and the Preferred Shares shall be convertible into no less than 1,666,667 fully paid and
non-assessable shares of the Common Stock registered free trading pursuant to the Registration.
The Purchaser shall do all things reasonably possible to ensure that the Registration shall be
completed in an accepted form within 180 days of Closing.  It is understood that prior to
Registration becoming effective the Common Stock will not be free trading, however, the
Common Stock shall be subject to Rule 144, Demand Registration rights and Piggy Back
Registration Rights are as noted hereinafter.  Within 180 days from Closing the SellersÆ
Common Stock, as a group, will have demand registration rights.  Furthermore, the SellersÆ
Common Stock shall have piggyback rights on any registration of the Common Stock, while their
stock remains unregistered.   The demand registration rights must be complied with by the
Purchaser within ninety days from the date on which notice is first given. The Seller agrees that it
shall not sell more than twenty percent (20%) of its holding in any calendar month.  The
conversion feature of the Preferred Share issue may be exercised after 180 days from the Closing.
At the time of exercise of the conversion to the 1,666,667 shares of SNRN common, the SNRN
share price must be at or above US $15 per share, otherwise the Seller, as a group, will receive a
minimum of 166,667 additional Common Stock, or fraction thereof, for each dollar, or fraction
thereof, the SNRN share price is below US $15 at the time of conversion but, in no
circumstances, shall the total number of SNRN shares received by Seller equal a dollar value less
than the Purchase Price or that which would be received had the shares been trading at US $15
per share or greater.  In the event that the Purchaser is unable to comply with its commitments to
the Seller, including but not limited to the timely registration of the Common Stock received by
Seller, 100% of the Acquired Assets shall immediately revert back to the Seller.  This shall not
limit the SellerÆs rights to seek further redress for damages.  The price at which the Preferred
Shares are converted into the Common Stock and any and all adjustments thereto, as noted
above, in addition to the Preferred Shares and the Common Stock, shall be further subject to
adjustment from time to time as follows:

Merger, Sale of Assets, etc.  If the Purchaser at any time shall consolidate with or merge into or
sell or convey all or substantially all of its assets to any other person or entity, the Seller shall
upon any conversion pursuant to this Agreement hereof receive such number and kind of shares
or other securities and property as would have been issuable or distributable on account of such
consolidation, merger, sale or conveyance in respect of the Common Stock issuable upon the
conversion of the Preferred Shares at the conversion price applicable, including adjustments
thereto, on the date of such conversion.  The foregoing provision shall similarly apply to
successive transactions of a similar nature by any such successor or purchaser.  Without limiting
the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such
securities of such successor or purchaser after any such consolidation, merger, sale or
conveyance.

Reclassification, etc.  If the Purchaser at any time shall, by reclassification or otherwise, change
the Common Stock into the same or a different number of securities of any class or classes of
stock of the Company, the Preferred Shares shall thereafter be deemed to evidence the right to
purchase such number and kind of securities as would have been issuable as the result of such
reclassification with respect to the Common Stock issuable upon the conversion of the Preferred
Shares at the conversion price applicable, including adjustments thereto, on the date of such
conversion.

Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid
on the Common Stock in shares of Common Stock, the conversion price shall be proportionately
adjusted and, as adjusted, the conversion price shall be the conversion price immediately prior to
such event multiplied by a ratio the denominator of which is the total number of shares of
Common Stock outstanding immediately after such event and the numerator of which is the total
number of shares of Common Stock outstanding immediately prior to such event.

Shareholder Rights Plan.  In the event that the Purchaser shall distribute "poison pill" rights
pursuant to a "poison pill" shareholder rights plan (the "Rights"), the Purchaser shall, in lieu of
making any adjustment pursuant to the paragraph titled "Stock Splits, Combinations and
Dividends" of this Section, make proper provision so that the Seller upon conversion of the
Preferred Shares after the record date for such distribution and prior to the expiration or
redemption of the Rights shall be entitled to receive upon such conversion, in addition to the
shares of Common Stock issuable upon such conversion (at the applicable Conversion Price on
the date of such conversion), the same number of Rights to which a holder of such shares of
Common Stock would be entitled in accordance with the terms and provisions of and applicable
to the Rights.

Other Adjustments.  If any event shall occur as to which the other provisions of this Section are
not strictly applicable but the failure to make any adjustment would have the effect of depriving
the Seller of the benefit of all or a portion of the conversion rights in respect of the Preferred
Shares, then, in each such case, the conversion price and the number and kind of shares or other
securities to be issued upon any conversion of any portion of the Preferred Shares shall be
adjusted so as to preserve, without dilution, the conversion rights granted herein.



Notice of Adjustment.  The Purchaser shall provide the Seller with notice of any adjustment
made pursuant to this Section.  Such notice shall set forth in reasonable detail the basis for such
adjustment and the adjusted conversion price immediately following such adjustment

Agreement paragraph 3.05 (renumbered to be 3.06 in Addendum I) shall be deleted and replaced
with:

The Purchaser will make an investment of no less than Twenty Million Dollars (US $20,000,000)
in the form of equity on the delivery date of the transaction.  Such investment shall be paid in to
OperatorÆs account and utilized as previously budgeted and approved by Operator for the
development of Block XIX, as well as Area VI, Area XVI in the Republic of Per, as outlined in
the business plan of Bond (the "Contractual Assets") as described in Exhibit "A" hereto.  The
Purchaser will grant the Seller a cost-free interest in production equal to ten percent (10%) of the
revenues generated by the Contractual Assets for the life of the Contractual Assets and payable to
the Seller on the 15th day of each month.

Accepted by:

Bond Energy Corporation

________________________

Name:  Gordon Gray





Title:  Chairman and CEO

Accepted by:

Sonoran Energy, Inc.

_________________________

Name:  Paul Bristol

Title:  President and CEO

---

Exhibit 31.1





|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Peter Rosenthal, President of Sonoran Energy, Inc. ("Company"), certify that:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                       

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date:
	October 15, 2004 | /s/ Peter Rosenthal        
|----------------------- | ---------------------------
|                        | Peter Rosenthal,  President
|                        |                            

---

Exhibit 31.2





|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I, Rasheed Rafidi, Chief Financial Officer of Sonoran
    Energy, Inc. ("Company"), certify that:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                                       

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date:
	October 15, 2004 | /s/ Rasheed Rafidi  
|----------------------- | --------------------
|                        | Rasheed Rafidi,  CFO

---

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sonoran Energy, Inc. on Form 10-QSB/A
for the quarter ending January 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Peter Rosenthal, President of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Peter Rosenthal

Peter Rosenthal

President

October 15, 2004

---

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of
Sonoran Energy, Inc. on Form 10-QSB/A for the quarter ending January 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Rasheed Rafidi, CFO of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Rasheed Rafidi

Rasheed Rafidi

Chief Financial
Officer

October 15, 2004