EXHIBIT 3.8

                          Stock Pledge Agreement (Burg)

                             STOCK PLEDGE AGREEMENT
                             ----------------------

     THIS STOCK  PLEDGE  AGREEMENT  (this  "Pledge  Agreement"),  which is to be
effective  on the 1st day of  December,  2001,  is by and between  JBO,  INC., a
Nevada  corporation  (hereafter the "Pledgor"),  and STEPHEN F. BURG (hereafter,
the "Pledgee").

                                    RECITALS

     Pursuant to that certain  Promissory  Note more  particularly  described on
Exhibit "A" attached  hereto (the  "Note"),  Pledgor has  acquired  from Pledgee
2,250,000  shares of  Pledgor's  outstanding  common  stock,  which  constitutes
forty-five  percent  (45%) of the  total  outstanding  common  stock of  Pledgor
immediately prior to Pledgee's merger with LeBlanc Petroleum,  Incorporated,  an
Arizona  corporation  (the  "Securities"),  for the sum of Seventy  Thousand and
No/100  Dollars  ($70,000.00),  which Pledgee has agreed to pay, and Pledgor has
agreed to accept in accordance  with the payment  schedule set forth in the Note
(the "Loan").

     Pledgee was willing to make the Loan to Pledgor based on its  understanding
that Pledgor  intends to pledge the Securities to Pledgee in accordance with the
terms and conditions of this Pledge Agreement.

     1.  Definitions.  The following terms shall have the following  meanings in
this Pledge Agreement:


          Collateral shall mean the Securities and all dividends,  distributions
     and amounts or  additional  securities  to which  Pledgor  (with or without
     additional consideration) is or becomes entitled by virtue of its ownership
     of any of the Securities or as the result of any corporate  reorganization,
     merger, consolidation,  stock split, stock dividend, conversion, preemptive
     right or otherwise.

          Dilution  Collateral  shall  mean  the  Dilution  Securities  and  all
     dividends,  distributions  and amounts or  additional  securities  to which
     Pledgor (with or without  additional  consideration) is or becomes entitled
     by virtue of its  ownership  of any of the  Dilution  Securities  or as the
     result of any corporate reorganization, merger, consolidation, stock split,
     stock dividend, conversion, preemptive right or otherwise.

          Obligations shall mean (a) payment in cash of all principal, interest,
     and any other fees, late charges,  and attorneys' fees related to the Note.
     and all addenda,  modifications,  and amendments  thereto,  if any; and (b)
     payment, performance and observance by Pledgor of each covenant, condition,
     provision,  and agreement  contained  herein and of all monies  expended or
     advanced by Pledgee pursuant to the terms hereof,  or to preserve any right
     of Pledgee thereunder, or to protect or preserve the Collateral or any part
     thereof;  and (c) any and all  other  obligations  of  Pledgor  to  Pledgee
     arising in any manner in connection  with the issuance and  performance  by
     Pledgor under the Note.

     2. Collateral;  Agent. To secure payment and performance of the Obligations
and to secure any Dilutive  Event,  Pledgor  hereby  pledges the  Securities and


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hereby  grants to  Pledgee  a valid and  perfected  first  lien on and  security
interest in the Securities and all other items of the Collateral.

     3. Representations,  Covenants,  and Warranties.  Pledgor hereby represents
and  warrants  to Pledgee  that (i)  Pledgor  is, and at all times  prior to the
payment and  performance  of the  Obligations  will be, the legal and beneficial
owner  of such  Collateral;  (ii)  that  the  Securities  represent  a total  of
forty-five  percent  (45%)  of the  total  Common  Stock of JBO,  Inc.  owned by
Pledgor;  (iii) the  pledge  of such  Collateral  pursuant  to the terms of this
Pledge Agreement,  together with delivery thereof, creates a valid and perfected
first lien on and  security  interest  in such  Collateral  in favor of Pledgee;
(iii) none of such Collateral is subject to any claim,  lien,  charge,  security
interest or other  encumbrance of any kind whatsoever,  except for the perfected
first security  interest  therein granted to Pledgee hereby and, so long as this
Pledge Agreement  remains in effect,  Pledgor will not create or permit to exist
any claim, lien,  charge,  security interest or encumbrance upon or with respect
to such  Collateral,  except for the first security  interest therein granted to
Pledgee by this Pledge Agreement and except as otherwise  permitted  pursuant to
the  terms  of this  Pledge  Agreement;  (iv) so long as this  Pledge  Agreement
remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise
divest its  interests  in such  Collateral,  or any part  thereof,  to any other
person;  (v) no  authorization,  approval  or other  action  by, or notice to or
filing with, any governmental body is required for the pledge by Pledgor of such
Collateral  pursuant to the terms of this Pledge Agreement;  and (vi) all of the
Collateral  has been  duly  authorized,  validly  issued  and is fully  paid and
non-assessable and is registered in the name of Pledgor.

     4. Stock Splits,  Stock  Dividends,  Anti-Dilutive  Actions,  Etc.  Pledgor
agrees that in the event Pledgor,  by virtue of its ownership of the Collateral,
now  is,  or   hereafter   becomes,   entitled   (with  or  without   additional
consideration) to other or additional  securities as the result of any corporate
reorganization,    merger,   consolidation,   stock   split,   stock   dividend,
anti-dilution provisions,  conversion or preemptive right or otherwise,  Pledgor
agrees  that such  additional  securities  shall  constitute  a  portion  of the
Collateral and be subject to this Pledge Agreement in the same manner and to the
same extent as the securities pledged hereby to Pledgee on the date hereof.

     5. Voting Power;  Dividends.  Unless and until an Event of Default pursuant
to the terms of the Note  and/or  this  Pledge  Agreement  shall have  occurred,
Pledgor shall be entitled to exercise all voting powers in all corporate matters
pertaining  to the  Collateral  for any purpose  not  inconsistent  with,  or in
violation of, the provisions of the Note and/or this Pledge Agreement.  Any cash
dividends and cash distributions of any kind made with respect to the Collateral
shall be made in compliance with the Note and/or this Pledge Agreement and shall
be applied to reduce the  Obligations.  Pledgor  shall have no right to vote the
Collateral in favor of an increase in the  capitalization  of JBO, Inc.  without
the prior written consent of Pledgee.  Following an Event of Default (as defined
below), Pledgee shall have all voting and dividend rights in the Collateral, and
for this purpose this Pledge  Agreement  shall  constitute  an  irrevocable  and
non-expiring proxy coupled with an interest in the Securities.

     6. Default and Remedies.

          6.1 The occurrence of any of the following  events shall constitute an
     "Event of Default":

          6.1.1 The occurrence of a Default under the Note, which shall include,
     but not be limited to, the failure to pay principal when due.

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          6.1.2 Any levy or execution upon, or judicial  seizure of, any portion
     of the Collateral that is not cured within thirty (30) days.

          6.1.3 Any attachment or garnishment  of, or the existence or filing of
     any lien or encumbrance against, any portion of the Collateral which is not
     released within thirty (30) days.

          6.1.4 The  institution  of any legal action or  proceedings to enforce
     any lien or  encumbrance  upon any  portion of the  Collateral  that is not
     dismissed within thirty (30) days after its institution.

          6.1.5 Any  failure or neglect to perform or observe  any of the terms,
     provisions, or covenants of this Pledge Agreement which is not cured within
     fifteen (15) days after notice is received by Pledgor.

          6.2 If an Event of Default  shall  have  occurred  and be  continuing,
     Pledgee, at its option, may:

          6.2.1 Declare all or any part of the Obligations to be immediately due
     and payable, and the same, with all costs and charges, shall be collectible
     thereupon by action at law;

          6.2.2 Cause the Collateral to be registered in its name or in the name
     of its nominee;

          6.2.3  Exercise all voting  powers  pertaining to the  Collateral  and
     otherwise  act with  respect  thereto  as though  Pledgee  were the  owners
     thereof;

          6.2.4 Receive all dividends  and all other  distributions  of any kind
     whatsoever on all or any part of such Collateral;

          6.2.5 Realize on the Collateral by public or private sale; and

          6.2.6  Pursue any legal or equitable  remedy  available to collect the
     Obligations,  to enforce  Pledgee's title in and right to possession of the
     Collateral and to enforce any and all other rights or remedies available to
     it.

     With respect to the actions  described in this Section 6.2,  Pledgor hereby
     irrevocably    constitutes   and   appoints   Pledgee   his   proxies   and
     attorneys-in-fact with full power of substitution and acknowledges that the
     constitution  and  appointment  of such proxies and  attorneys-in-fact  are
     coupled with an interest and are irrevocable.

          6.3  Pledgee  shall  give not less than ten (10)  Business  Days prior
     written notice to Pledgor of any sale pursuant to this Section 6. "Business
     Day"  means each day other  than a  Saturday,  a Sunday or any other day on
     which commercial  banks in Chicago,  Illinois are authorized or required by
     law or executive order to close.  Pledgor hereby agrees that such notice is
     commercially reasonable.

          6.4 Pledgee  shall apply the  proceeds of any sale of the whole or any
     part of the Collateral  (the  "Proceeds")  and any other monies at the time
     held by Pledgee under the provisions of this Pledge Agreement in the manner
     provided  pursuant  to the  terms  of the  Notes.  Pledgor  shall  be fully
     responsible for any deficiency remaining after the sale of the Collateral.

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          6.5 Any  sale of all or any  portion  of the  Collateral  pursuant  to
     Section 6.2 above shall operate to divest all right,  title and interest of
     Pledgor to the Collateral that is the subject of any such sale.

     7. Pledgee's Obligations,  Custodial Agreement, Performance Rights. Pledgee
shall not have any duty to  protect,  preserve  or enforce  rights  against  the
Collateral other than a duty of reasonable custodial care of any such Collateral
in its possession, it being understood that Pledgee shall have no responsibility
for (i)  ascertaining  or taking  action  with  respect  to calls,  conversions,
exchanges,  maturities,  tenders or other  matters  relating to the  Collateral,
whether or not Pledgee have or are deemed to have knowledge of such matters,  or
(ii) taking any  necessary  steps to preserve  rights  against any parties  with
respect to the Collateral.

     8. Termination of Pledge Agreement.  Upon the Obligation  Termination Date,
the pledge of the  Securities  hereunder  shall  immediately  terminate  without
further  act by any  party,  and  the  requirements,  covenants  and  conditions
contained  within  this  Pledge  Agreement  relating  to  the  Obligation  shall
automatically  terminate.  The "Obligation Termination Date" shall mean the date
upon which the payment and performance in full of all of the  Obligations  shall
have been made.

     9. Miscellaneous.

          9.1 This Pledge  Agreement  shall  remain in full force and effect and
     continue to be effective should any petition be filed by or against Pledgor
     for liquidation or reorganization,  should Pledgor become insolvent or make
     an assignment  for the benefit of creditors or should a receiver or trustee
     be appointed for all or any significant part of Pledgor's assets, and shall
     continue to be  effective or be  reinstated,  as the case may be, if at any
     time payment and  performance  of the  Obligations  or any part thereof is,
     pursuant  to  applicable  law,  rescinded  or reduced  in  amount,  or must
     otherwise  be  restored  or  returned  by any  obligee of the  obligations,
     whether as a "voidable preference,"  "fraudulent conveyance," or otherwise,
     all as though such payment,  or performance had not been made. In the event
     that any payment,  or any part hereof, is rescinded,  reduced,  restored or
     returned,  the  obligations  shall be reinstated and deemed reduced only by
     such amount paid and not so rescinded, reduced, restored or returned.

          9.2  Each and  every  right,  remedy  and  power  granted  to  Pledgee
     hereunder shall be cumulative and in addition to any other right, remedy or
     power  specifically  granted herein or now or hereafter existing in equity,
     at law, by virtue of statute or otherwise  and may be exercised by Pledgee,
     from time to time,  concurrently or independently  and as often and in such
     order as Pledgee  may deem  expedient.  Any failure or delay on the part of
     Pledgee in exercising  any such right,  remedy or power,  or abandonment or
     discontinuance  of steps to enforce the same, shall not operate as a waiver
     thereof or affect  Pledgee's right thereafter to exercise the same, and any
     single or partial  exercise  of any such  right,  remedy or power shall not
     preclude  any other right,  remedy or power,  and no such  failure,  delay,
     abandonment  or single or partial  exercise of Pledgee's  rights  hereunder
     shall be deemed to  establish a custom or course of dealing or  performance
     among the parties hereto.

          9.3 Any  modification  or  waiver  of any  provision  of  this  Pledge
     Agreement, or any consent to any departure by Pledgor therefrom,  shall not
     be  effective in any event unless the same is in writing and signed by both
     Pledgee,  and then such modification,  waiver or consent shall be effective
     only in the  specific  instance  and for the specific  purpose  given.  Any


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     notice to or demand on Pledgor in any event not  specifically  required  of
     Pledgee  hereunder shall not entitle Pledgor to any other or further notice
     or demand in the same, similar or other  circumstances  unless specifically
     required hereunder.

          9.4 Pledgor agrees that at any time, and from time to time,  after the
     execution and delivery of this Pledge Agreement,  Pledgor, upon the request
     of either Pledgee and at the expense of Pledgor,  promptly will execute and
     deliver  such  further  documents  and do such  further  acts and things as
     Pledgee may  reasonably  request in order to effect  fully the  purposes of
     this  Pledge  Agreement  and to subject to the  security  interest  created
     hereby any  property  or rights  intended  by the  provisions  hereof to be
     covered hereby.

          9.5  Pledgor  agrees  that it will  warrant,  preserve,  maintain  and
     defend,  at its sole expense,  the right,  title and interest of Pledgee in
     and to the Collateral and all right, title and interest represented thereby
     against all claims, charges and demands of all persons whomsoever.

          9.6 All notices  required or permitted to be given  hereunder shall be
     in writing and may be given in person or by United States mail, by delivery
     service or by electronic  transmission.  Any notice  directed to a party to
     this Pledge  Agreement  shall  become  effective  upon the  earliest of the
     following:   (i) actual  receipt  by  that  party;   (ii) delivery  to  the
     designated  address of that party,  addressed  to that  party;  or (iii) if
     given by  certified or  registered  United  States  mail,  three days after
     deposit with the United States Postal Service,  postage prepaid,  addressed
     to that party at its designated  address.  The designated  addresses of the
     parties shall be as follows:


                  If to Pledgor:
                  -----------------------
                  JBO, Inc.
                  5527 E. Camelback Road
                  Phoenix, Arizona 85018


                  If to Pledgee:
                  -----------------------
                  Stephen F. Burg
                  3257 Winged Foot Drive
                  Fairfield, California 94533

     provided,  however,  that any party may change its  respective  address for
     purposes of receipt of any such communication by giving ten (10) days prior
     written  notice of such  change to the other  parties  hereto in the manner
     provided above.  All notices sent pursuant to the terms of this Section 9.6
     shall be deemed received (i) if sent by overnight,  express carrier, on the
     next  Business Day  immediately  following  the day sent or (ii) if sent by
     registered or certified  mail, on the third  Business Day following the day
     sent.

          9.7 This Pledge  Agreement  shall be construed in accordance  with and
     governed  by the laws of the State of  Arizona  (without  reference  to the
     conflicts  of  laws  principles  of  such  state).  For  purposes  of  this
     Section 9.7, this Pledge Agreement shall be deemed to be performed and made
     in the State of arizona.

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          9.8 In the event that any provision of this Pledge Agreement is deemed
     to be invalid by reason of the  operation  of any law,  or by reason of the
     interpretation placed thereon by any court or other governmental body, this
     Pledge  Agreement  shall be construed as not containing  such provision and
     the invalidity of such provision shall not affect the validity of any other
     provision  hereof,  and any and all other provisions hereof which otherwise
     are lawful and valid shall remain in full force and effect.

          9.9 This Pledge Agreement shall inure to the benefit of the successors
     and assigns of Pledgee and shall be binding upon the successors and assigns
     of Pledgor.

          9.10  This   Pledge   Agreement   may  be  executed  in  one  or  more
     counterparts,  each of which shall be deemed to be an original,  but all of
     which taken together shall be one and the same instrument.

          9.11 If any  action at law or in equity is  necessary  to  enforce  or
     interpret  the  terms  of this  Agreement  the  prevailing  party  shall be
     entitled to  reasonable  attorneys  fees,  reasonable  costs and  necessary
     disbursements in addition to any other relief such party may be entitled.



IN WITNESS WHEREOF,  Pledgor and Pledgee have caused this Pledge Agreement to be
executed as of the date first written above.


                                                 PLEDGOR:

                                                 JBO, INC., a Nevada corporation


                                                 By:  /s/ Gordon M. LeBlanc, Jr.
                                                      --------------------------
                                                          Gordon M. LeBlanc, Jr.
                                                 Its:  President


                                                 PLEDGEE:

                                                       /s/ Stephen F. Burg
                                                       -------------------------
                                                           Stephen F. Burg


                                    EXHIBIT A

                                 Promissory Note

                             (See Exhibit 3.7 above)



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