NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE  ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR  RECORD  IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE  NUMBER.

                           OIL, GAS AND MINERAL LEASE

THIS AGREEMENT made this 31st day of July 2005, between

                 Sandy Monferdini and wife Rosemary Monferdini,

Lessor (whether one or more), whose address is:

                        P.O. Box 1652, Alice, Texas 78332

and  Thrust  Energy  Corp.,  a Nevada corporation, having an address of 807-1050
Burrard  Street,  Vancouver,  B.C.  V6Z  2S3.

1.     Lessor,  in  consideration  of  Ten Thousand and no/100 ($10,000.00) U.S.
Dollars,  receipt  of  which  is  hereby  acknowledged, and of the covenants and
agreements  of  Lessee  hereinafter  contained, does hereby grant, lease and let
unto  Lessee  the  land  covered  hereby for the purposes and with the exclusive
right  of  exploring,  drilling,  mining and operating for, producing and owning
oil,  gas,  sulphur  and  all  other  minerals  (whether or not similar to those
mentioned),  together  with  the  right  to  make surveys on said land, lay pipe
lines,  establish  and  utilize facilities for surface or subsurface disposal of
saltwater, construct roads and bridges, dig canals, build tanks, power stations,
telephone tines, employee houses and other structures on said land, necessary or
useful  in  Lessee's operations in exploring, drilling for, producing, treating,
storing  and  transporting minerals produced from the land covered hereby or any
other  land  adjacent  thereto.  The  land  covered  hereby, herein called "said
land,"  is located in the County of Jim Wells State of Texas and is described as
follows:

346.16  acres  of  land,  more  or  less, out of the "La Vaca' Jose Maria Garcia
Survey, A- 166, situate in Jims Wells County, Texas, said tract being Lots 1 - 3
and  14-16  of  Section or Block No. 3 and Lots 4-13 of Section or Block No.2 of
the  Theodore  Plummer's  Re-Subdivision  of the Camada Ranch as shown by map or
plat  recorded  in  Volume I, Page 42, of the Transcribed Map Records, Jim Wells
County,  Texas, and being more particularly described in that certain deed dated
January  14,  1980  from  Joe  Belle Sears Ryan, individually and as Independent
Executrix  of  the Estate of Jack R. Ryan, to Sandy Monferdini and wife Rosemary
Monferdini,  recorded in Volume 390, Page 200, Deed Records of Jim Wells County,
Texas.

FOR  ADDITIONAL  TERMS  AND  CONDITIONS SEE ADDENDUM (12-35) ATTACHED HERETO AND
MADE  A  PART  HEREOF.

This  lease  also  covers and includes, in addition to that above described, all
land,  if  any,  contiguous or adjacent to or adjoining the land above described
and  (a)  owned  or  claimed  by Lessor by limitation, prescription, possession.
reversion  or  unrecorded  instrument or (b) as to which Lessor has a preference
right  of  acquisition.  Lessor  agrees  to  execute any supplemental instrument
requested  by  Lessee  for a more complete or accurate description of said land.
For  the  purpose  of determining the amount of any bonus, delay rental or other
payment  hereunder,  said  land shall be deemed to contain 346.16 acres, whether
actually  containing mote or less, and the above recital of acreage in any tract
shall  be  deemed  to be the true acreage thereof.  Lessor accepts the bonus and
agrees  to  accept the delay rental as lump sum consideration for this lease and
all  rights  and  options  hereunder.

2.     Unless  sooner  terminated or longer kept in force under other provisions
hereof,  this  lease shall remain in force for a term of Five (5) years from the
date  hereof,  hereinafter  called  "primary  term,"  and  as long thereafter as
operations,  as  hereinafter  defined,  are  conducted  upon  said  land with no
cessation  for  more  than  ninety  (90)  consecutive  days.

3.     As  royalty, Lessee covenants and agrees: (a) To deliver to the credit of
Lessor,  in  the  pipe  line  to  which  Lessee may connect its wells, the equal
one-eighth  part of all oil produced and saved by Lessee from said land, or from
time  to  time, at the option of Lessee, to pay Lessor the average posted market
price  of  such one-eighth part of such oil as the wells as of the day it is run
to  the  pipe  line or storage tanks, Lessor's interest, in either case, to bear
one-eighth  of  the  cost of treating oil to render it marketable pipe line oil;
(b)  To  pay  Lessor  on gas and casinghead gas produced from said land (1) when
sold  by  Lessee,  one-eighth  of the amount realized by Lessee, computed at the
mouth  of  the  well,  or  (2)  when  used  by  Lessee  off  said land or in the
manufacture of gasoline or other products, the market value, at the mouth of the
well,  of  one-eighth  of  such gas and casinghead gas, (c) To pay Lesser on all
other  minerals  mined  and  marketed  or  utilized  by  Lesser  from said land,
one-tenth  either  in  kind  or  value  at the well or mine at Lessees election,
except  that  on  sulphur  mined  and  marketed  the royalty shall be one dollar
($l.00)  per long ton.  If; at the expiration of the primary teem or at any time
or  times thereafter, there is any well an said land or on lands with which said
land  or  any  portion thereof has been pooled, capable of producing oil or gas,
and  all  such  wells  are  shut-in, this lease shall, nevertheless, continue in
force as though operations were being conducted on said land for so tong as said
wells  are shot-in, and thereafter this lease may be continued in force as if no
shut-in had occurred. Lessee covenants and agrees to use reasonable diligence to
produce,  utilize,  or  market  the minerals capable of being produced from said
wells,  but  in the exercise of such diligence, Lessee shall not be obligated to
install  of  furnish  facilities  other  than well facilities and ordinary lease
facilities  of  flow lines, separator, and lease tank, and shall not be required
to settle labor trouble or to market gas upon terms unacceptable to Lessee.  If,
at  any  time  or times after the expiration of the primary term, all such wells
are  shut-in for a period of ninety consecutive days, and during such time there
are  no operations on said land, then at or before the expiration of said ninety
day period, Lessee shall pay or tender, by check or draft of Lessee, as royalty,
a  sum  equal  to  the amount of annual delay rental provided for in this lease.
Lessee  shall  make  like  payments,  or  tenders  at  or before the end of each
anniversary of the expiration of said ninety day period if upon such anniversary
this  lease  is  being  continued in force solely by reason of the provisions of
this  paragraph. Each such payment or tender shall be made to the parties who at
the  time  of  payment would be entitled to receive the royalties which would be
paid  under  this  lease  if the wells were producing, and may be deposited in a
depository  hank  provided for below, Nothing herein shall impair Lessee's right
to  release  as  provided in paragraph 5 hereof.  In event of assignment of this
lease  in  whole  or  in  part,  liability  for  payment  hereunder  shall  rest
exclusively  on  the then owner or owners of this tease, severally as to acreage
owned  by  each.

4.     Lessee  is hereby granted the right at its option, to pool or unitize any
land  covered  by  this  lease with any other land covered by this lease, and/or
with any other land, lease, or leases, as to any or all minerals or horizons, so
as  to  establish  units  containing  not  more  than 80 surface acres, plus 10%
acreage  tolerance; provided, however, units may be established as to any one or
more horizons, or existing units may be enlarged as to any one or more horizons,
so  as to contain not more than 640 surface acres plus 10% acreage tolerance, if
limited to one or more of the following: (1) gas, other than casinghead gas, (2)
liquid  hydrocarbons  (condensate)  which  are  not  liquids  in  the subsurface
reservoir,  (3)  minerals  produced  from  wells  classified as gas wells by the
conservation  agency  having  jurisdiction.  If  larger  units than any of those
herein  permitted,  other  at  the  time  established, or after enlargement, are
required  under any governmental rule or order, for the drilling or operation of
a  well  at a regular location, or for obtaining maximum allowable from any well
to be drilled, drilling, or already drilled, any such unit may be established or
enlarged  to  conform  to  the size required by such governmental order or rule.
Lessee  shall  exercise  said  option  as  to  each desired unit by executing an
instrument  identifying  such unit and filing it for record in the public office
in which this lease is recorded.  Each of said options maybe exercised by Lesser
at  any  time  and  from  time to time while this lease is in force, and whether
before  or  after production has been established either on said land, or on the
portion  of said land included in the unit, or on other land unitized therewith.
A  unit  established  hereunder shall be valid and effective for all purposes of
this  lease even though there may be mineral, royalty, or leasehold interests in
lands  within  the  unit  which  are  not  effectively  pooled or unitized.  Any
operations  conducted on any part of such unitized land shall be considered, for
all purposes, except the payment of royalty, operations conducted upon said land
under  this  lease.  There shall be allocated to the land covered by this, lease
within  each  such unit (or to each separate tract within the unit if this lease
covers  separate tracts within the unit) that proportion of the total production
of  unitized  minerals  from the unit, after deducting any used in lease or unit
operations,  which  the  number  of  surface acres in such land (or in each such
separate  tract) covered by this lease within the unit bears to the total number
of  surface  acres  in  the  unit,  and  the  production  so  allocated shall be
considered  for  all  purposes,  including  payment  or  delivery  of  royalty,
overriding  royalty  and  any other payments out of production, to be the entire
production  of  unitized  minerals  from the land to which allocated in the same
manner  as though produced therefrom under the terms of this lease. The owner of
the  reversionary  estate  of any term royalty or mineral estate agrees that the
accrual  of  royalties pursuant to this paragraph or of shut-in royalties from a
well  on  the  unit shall satisfy any limitation of limitation of term requiring
production  of  oil  or gas.  The formation of any unit hereunder which includes
land  not  covered  by  this  lease  shall  not have the effect of exchanging or
transferring  any  interest under this lease (including, without limitation, any
delay  rental  and  shut-in  royalty  which may become payable under this lease)
between  parties  owning  interests  in  land  covered by this lease and parties
owning  interests in land not covered by this lease. Neither shall it impair the
right of Lesser to release as provided in paragraph 5 hereof, except that Lessee
may  not so release as to lands within a unit while there are operations thereon
for  unitized  minerals unless all pooled leases are released as to lands within
the unit.  At any time while this lease is in force Lessee may dissolve any unit
established hereunder by filing for record in the public office where this tease
is  recorded  a  declaration  to  that effect, if at that time no operations are
being  conducted  thereon  for  unitized minerals.  Subject to the provisions of
this  paragraph  4,  a  unit once established hereunder shall remain in force so
long  as  any lease subject thereto shall remain in force.  If this lease now or
hereafter covers separate tracts, no pooling or unitization of royalty interests
as  between  any  such separate tracts is intended or shall be implied or result
merely  from  the inclusion of such separate tracts within this lease but Lessee
shall  nevertheless  have  the  right  to  pool  or  unitize as provided in this
paragraph  4  with  consequent  allocation of production as herein provided.  As
used in this paragraph 4, the words "separate tract' mean any tract with royalty
ownership  differing,  now  or  hereafter, either as to parties or amounts, from
that  as  to  any  other  part  of  the  leased  premises.

5.     If  operations  are  not  conducted  on  said land on or before the first
anniversary  date  hereof, this tease shall terminate as to both parties, unless
Lessee  on  or before said date shall, subject to the further provisions hereof,
pay  or tender to Lessor or to Lessor's credit in the Wells Fargo Bank at 600 B.
Main  St.,  Alice,  Texas  78332  or its successors, which shall continue as the
depository,  regardless  of  changes in ownership of delay rental, royalties, or
other  moneys,  the  sum  $1,730.75 U.S. which shall operate as delay rental and
rover  the  privilege  of  deferring operations for one year from said date.  In
like  manner  and  upon  like  payments  or  lenders,  operations may be further
deferred  for  like periods of one year each during the primary term.  If at any
time  that  Lessee pays or tenders delay rental, royalties, or other moneys, two
or  more  parties  are,  or claim to be entitled to receive same, Lessee may, in
lieu of any other method of payment therein provided, pay or tender such rent at
royalties,  or  other  money,  in the manner herein specified, either jointly to
such  parties  or  separately  to  each  in  accordance  with  their  respective
ownerships  thereof,  as Lessee may elect.  Any payment hereunder may be made by
check  or  draft  of  Lessee deposited in the mail of delivered to Lessor or too
depository  bank on or before the last date for payment. Said delay rental shall
be  apportionable  as  to  said  land on an acreage basis, and a failure to make
proper payment or lender of delay rental as to any portion of said land or as to
any  interest therein shall not affect this lease as to any portion of said land
or  as to any interest therein as to which proper payment or tender is made. Any
payment  or  tender which is made in an attempt to make proper payment but which
is  erroneous  in  whole  or in part as to parties, amounts, or depository shall
nevertheless  be  sufficient  to prevent termination of this lease and to extend
the  tone within which operations maybe conducted in the same manner as though a
proper payment had been made; provided, however, Lessee shall correct such error
within  thirty  (30)  days after Lessee has received written notice thereof from
Lessor.  Lessee  may  at  any  time and from time to time execute and deliver to
Lessor  or file for record a release or releases of this lease as to any part or
all  of  said  land  or  of  any  mineral  or horizon thereunder, and thereby be
relieved  of  all  obligations  as to the released acreage or interest.  If this
lease  is  so  released  as to all minerals and horizons under a portion of said
land, the delay rental and other payments computed in accordance therewith shall
thereupon  be  reduced  in the proportion that the acreage released bears to the
acreage  which  was  covered  by  this  lease immediately prior to such release.

6.     If  at any time or times during the primary term operations are conducted
on said land and if all operations are discontinued, this lease shall thereafter
terminate  on  its  anniversary date next following the ninetieth day after such
discontinuance  unless  on  or  before  such  anniversary  date Lessee either(1)
conducts  operations  or (2) commences or resumes the payment or tender of delay
rental; provided, however, if such anniversary date is at the end of the primary
term, or if there is no further anniversary date of the primary term, this lease
shall  terminate  at  the  end  of  such  term  or  on  the  ninetieth day after
discontinuance  of  all  operations, whichever is the later date, unless on such
later  date  either  (1) Lessee is conducting operations or (2) the shut-in well
provisions  of  paragraph  3  or  the provisions of paragraph 11 are applicable.
Whenever  used in this lease the word 'operations' shall mean operations for and
any  of  the  following: drilling, testing, completing, reworking, recompleting,
deepening,  plugging back or repairing of a well in search for or in an endeavor
to  obtain production of oil, gas, sulphur or other minerals, excavating a mine,
production  of  oil,  gas,  sulphur  or  other mineral, whether or not in paying
quantities.

7.     Lessee  shall  have the use, free from royalty, of water, other than from
Lessor's  waterwells,  and  of  oil  and  gas  produced  from  said  land in all
operations  hereunder.  Lessee  shall  have  the right at any time to remove all
machinery  and  fixtures  placed  on  said land, including the right to draw and
remove  casing.  No  well  shall be drilled nearer than 200 feet to the house or
barn  now  on said land without the consent of the Lessor.  Lessee shall pay for
damages  caused  by  its  operations  to  growing crops and timber on said land.

8.     The  rights  and  estate of any party hereto may be assigned from time to
time in whole or in part and as to any mineral or horizon. All of the covenants,
obligations,  and  considerations  of  this lease shall extend to and be binding
upon  the  parties  hereto,  their  heirs,  successors,  assigns, and successive
assigns.  No  change or division in the ownership of said land, royalties, delay
rental, or other moneys, or any part thereof, howsoever effected, shall increase
the obligations or diminish the rights of Lessee, including, but not limited to,
the  location  and  drilling  of  wells  and  the  measurement  of  production.
Notwithstanding  any other actual or constructive knowledge or notice thereof of
or  to Lessee, its successors or assigns, no change or division in the ownership
of said land or of the royalties, delay rental, or other moneys, or the right to
receive  the  same,  howsoever  effected,  shall be binding upon the then record
owner  of  this  lease  until thirty (30) days after there has been furnished to
such  record  owner  at  his  or  its  principal  place of business by Lessor or
Lessor's  heirs,  successors,  or  assigns,  notice  of such change or division,
supported  by either originals or duly certified copies of the instruments which
have  been properly filed for record and which evidence such change or division,
and  of  such  court records and proceedings, transcripts, or other documents as
shall be necessary in the opinion of such record owner to establish the validity
of  such change or division, if any such change in ownership occurs by reason of
the  death  of the owner, Lessee may, nevertheless pay or lender such royalties,
delay rental, or other moneys, or part thereof, to the credit of the decedent in
a  depository bank provided for above.  In the event of assignment of this lease
as  to  any  part  (whether divided or undivided) of said land, the delay rental
payable  hereunder  shall  be  apportionable  as  between  the several leasehold
owners,  ratably  according  to the surface area or undivided interests of each,
and  default  in delay rental payment by one shall not affect the eight of other
leasehold  owners  hereunder.

9.     In  the  event Lessor considers that Lessee has not complied with all its
obligations  hereunder,  both express and implied, Lessor shall notify Lessee in
writing,  setting  out  specifically  in  what respects Lessee has breached this
contract.  Lessee  shall  then have sixty (60) days after receipt of said notice
within which to meet or commence to meet all or any part of the breaches alleged
by Lessor.  The service of said notice shall be precedent to the bringing of any
action  by  Lessor  on  said  lease  for  any cause, and no such action shall be
brought  until  the  lapse  of  sixty  (60) days after service of such notice on
Lessee.  Neither  the service of said notice nor the doing of any acts by Lessee
aimed to meet all or any of the alleged breaches shall be deemed an admission or
presumption  that Lessee has failed to perform all its obligations hereunder. If
this  lease is canceled for any cause, it shall nevertheless remain in force and
effect  as  to  (1)  sufficient  acreage  around each well as to which there are
operations  to  constitute a drilling or maximum allowable unit under applicable
governmental  regulations, (but in no event less than forty acres), such acreage
to  be  designated  by  Lessee  as nearly as practicable in the form of a square
centered  at  the well, or in such shape as then existing spacing rules require;
and  (2)  any  part  of  said  land included in a pooled unit on which there are
operations.  Lessee shall also have such easements on said land as are necessary
to  operations  on  the  acreage  so  retained.

10.     Lessor  hereby  warrants and agrees to defend title to said land against
the  claims  of all persons whomsoever.  Lessor's rights and interests hereunder
shall be charged primarily with any mortgages, taxes or other liens, or interest
and  other  charges  on  said land, but Lessor agrees that Lessee shall have the
right  at  any  time  to  pay  or reduce same for Lessor, either before or after
maturity,  and  be  subrogated to the rights of the holder thereof and to deduct
amounts  so  paid  from  royalties or other payments payable or which may become
payable to Lessor and for assigns under this lease.  If this lease covers a less
interest  in the oil, gas, sulphur, or other minerals in all or any part of said
land  than the entire and undivided fee simple estate (whether Lessor's interest
is  herein  specified or not), or no interest therein, then the royalties, delay
rental,  and  other  moneys accruing from any part as to which this lease covers
less  than  such  full  interest  shall be paid only in the proportion which the
interest  therein,  if  any,  covered  by  this  lease,  bears  to the whole and
undivided fee simple estate therein.  All royalty interest covered by this lease
(whether  or  not  owned  by  Lessor)  shall  be  paid out of the royalty herein
provided.  This  lease  shall be binding upon each party who executes it without
regard  to  whether  it  is  executed  by  all  those  named  herein  as Lessor.

11.     If,  while  this  lease  is in force, at, or after the expiration of the
primary term hereof, it is not being continued in force by reason of the shut-in
well  provisions  of paragraph 3 hereof, and Lessee is not conducting operations
on  said  land  by reason of (1) any law, order, rule or regulation, (whether or
not  subsequently  determined  to  be  invalid)  or (2) any other cause, whether
similar  or  dissimilar,  (except  financial)  beyond  the reasonable control of
Lessee,  the  primary  term  and  the  delay  rental  provisions hereof shall be
extended  until  the first anniversary date hereof occurring ninety (90) or more
days following the removal of such delaying cause, and this lease maybe extended
thereafter  by  operations  as  if  such  delay  had  not  occurred.

IN WITNESS WHEREOF, this instrument is executed on the date first above written.

LESSOR:                                LESSEE:

/s/  Sandy  Monferdini                 Thrust Energy Corp., a Nevada corporation
Sandy  Monferdini

/s/  Rosemary  Monferdini              By:  /s/Thomas  Mills
Rosemary  Monferdini                   Name:  Thomas  Mills
                                       Title:  President

By:  /s/Sandy  Monferdini
LESSOR
Sandy  Monferdini  her  attorney  in  fact

STATE  OF
COUNTY  OF                             ACKNOWLEDGMENT

This  instrument  was acknowledged before me on the 19th day of August, 2005, by
Sandy  Monferdini  individually  and  as  agent  for  Rosemary  Monferdini.

                                       Carol  B.  Acker
                                       Notary  Public,  State  of  Texas
                                       My  Comm.  Exp.  10-10-2006

<PAGE>

PROVINCE  OF  BRITISH     )
COLUMBIA,  CANADA         )
                          )
CITY  OF  VANCOUVER       )

     The  Oil,  Gas  and  Mineral  Lease,  as  between Sandy Monferdini and wife
Rosemary  Monferdini  (as Lessor) and Thrust Energy Corp. (as Lessee) dated July
31,  2005 for certain oil, gas and mineral lands in Jim Wells County, Texas, was
acknowledged  before  me  on  the  8th  day  of  August,  2005, by Thomas Mills,
President  of  Thrust  Energy  Corp.,  a  Nevada  corporation, on behalf of said
corporation.

             Notary  Public  in and for the province of British Columbia, Canada
             My  Commission  Expires:  December  31,  2005
             Joseph  A.S.  Fogarassy
             Barrister  &  Solicitor
             800-885  West  Georgia  Street
             Vancouver,  B.C.  V6C  3H1
             Telephone  604-687-5700



<PAGE>
ADDENDUM

ATTACHED  TO  AND  BY REFERENCE MADE A PART OF THAT CERTAIN OIL, GAS AND MINERAL
LEASE  MADE  AND  ENTERED INTO BY AND BETWEEN SANDY MONFERDINI AND WIFE ROSEMARY
MONFERDINI, AS LESSOR, AND THRUST ENERGY CORP., A NEVADA CORPORATION, AS LESSEE,
UNDER  DATE  OF  JULY  31,  2005.

12.     Notwithstanding  anything  to  the  contrary,  in  the event of conflict
between  the  provisions  of this ADDENDUM and the printed pages of the Oil, Gas
and  Mineral  Lease,  the terms of this ADDENDUM shall control and supersede the
provisions  of  the  printed  Oil,  Gas  and  Mineral  Lease.

13.  SUBSTANCES  COVERED:     This  Lease covers oil, gas, casinghead gas, other
gaseous  substances  and  associated  hydrocarbons in either a liquid or gaseous
phase  or  state  and  such  minerals as may be produced in association with the
production  of oil, gas, casinghead gas, other gaseous substances and associated
hydrocarbons;  provided,  however, that nothing in this Lease shall be deemed to
authorize  the  gasification  or in situ combustion of coal or lignite, and this
Lease shall not be deemed to cover either coal or lignite. The classification of
a  well  as either a gas well or oil well by the Texas Railroad Commission shall
be  conclusive  in  respect of its classification under the terms of this Lease.

14.  ADDITIONAL  ROYALTY  PROVISIONS:     Notwithstanding anything herein to the
contrary,  the  Lessee  shall  pay  to  the  Lessor  royalties  as  follows:

a.     It  is  agreed  and  understood  by  Lessor  and  Lessee that all royalty
payments referred to in this Agreement as one-eighth (1/8) shall be construed to
be  and  are hereby changed to be one-fourth (1/4), this shall include oil, gas,
sulfur  and  associated liquid or liquifiable hydrocarbons. It is further agreed
and  understood  that  Lessee shall pay the Lessor a royalty equal to one-fourth
(1/4)  of  the  gross  proceeds  of  sale of all oil and/or gas and saved in any
combination  from  the  leased  premises  as  further  set  forth  below.

b.     Should oil be produced from any well, the gross proceeds of sale of lease
products  of such oil shall be free to the Lessor of any cost to whichever point
is first encountered: 1) the point of sale to an independent nonaffiliated third
party  purchaser;  or  2)  to  an  affiliated purchaser, provided the sale is at
prevailing  market  rates;  or  3)  the  point  of  entry  into  an  independent
nonaffiliated  third  party owned pipeline system; or 4) the point of entry into
an  affiliate  owned  pipeline  system,  provided  transportation  rates  are at
prevailing  markets  rates.  Upon  written  request  by  the  Lessor,  written
justification  of  changes made by the Lessee must be submitted and agreed to in
writing  by  the  Lessor.

c.     Should  gas,  including  casinghead  gas,  be produced and saved from any
well,  the gross proceeds of sale of lease products of said gas shall be free to
the  Lessor of any cost to whichever point is first encountered: 1) the point of
entry into a facility to remove CO2, H2S, N2 or obtain plant products; or 2) the
point  of  entry  into  an  independent nonaffiliated third party owned pipeline
system;  or,  3)  the  point  of  entry  into  a  pipeline system owned by a gas
distribution  company, or any subsidiary or such gas distribution company, which
is  regulated by the Railroad Commission of Texas or, 4) the point of entry into
an  affiliated pipeline system, if the rates charged by such pipeline system are
reasonable,  as compared to independent pipeline systems, based on such pipeline
system's  location,  distance, cost of service and other pertinent factors. Upon
written  request  by  the  Lessor,  written justification of changes made by the
Lessee  must  be  submitted  and  agreed  to  in  writing  by  the  Lessor.

d.     The  Lessee agrees that all royalties accruing to the Lessor herein shall
be  without  deduction  of  any  costs  incurred  by the Lessee except as agreed
herein.  Except  for  all  taxes  and  fees  levied  upon  oil and gas produced,
including,  without  limitation, severance taxes, Lessor's royalty is to be free
and  clear  of  all costs, claims, charges and expenses of any nature, including
third  party  post  production  costs  on  or  off the premises except as herein
provided,  and except for the reasonable costs of CO2, H2S and N2 removal, there
shall  be  no  deduction  for  the  cost  of gathering, separating, dehydrating,
compressing  or  treating  the  gas  to  make  it  marketable.  Unless otherwise
specifically  agreed  in writing, there shall be no deduction for transportation
costs  prior  to  entry  of  gas  into  a  pipeline  system.

14.1.  ROYALTY  ON LOST PRODUCTION:     Lessee shall be liable to Lessor for the
royalty  on  any  and all oil or gas which may be lost or wasted due to leakage,
fire  or  other  reasons which are as a result of the Lessee's gross and willful
negligence.

15.  TIME,  METHOD AND MANNER OF PAYMENT: Lessee agrees that all royalties which
are  required  to  be  paid hereunder shall be due and payable within sixty (60)
days  after  the  month  of  production  of oil or gas or other products covered
hereby;  provided  however, on the first month's production, the royalty payment
may  be paid within sixty (60) days after the first sales and in no event longer
than  sixty  (60)  days  after  the end of the month of which the oil or gas was
produced.  Lessor,  at  Lessor's  option,  may  be  paid directly from the first
purchase  of  oil covered hereby. The execution and delivery of a division order
shall  never  be  a  requirement  or  condition precedent to distributing actual
royalties to Lessor unless in the form prescribed by the Texas Natural Resources
Code.  If required by the Lessee, as a condition to payment, Lessor will execute
and  deliver  to  Lessee or the purchaser of oil and gas, a written statement of
Lessor's  interest  in  minerals or royalties and his current address and social
security  or  taxpayer's  identity number. Lessor agrees to reimburse Lessee for
incorrect  or  unauthorized  payment.  Any  royalty  not  paid  within  the time
specified  herein  shall  be deemed delinquent and shall bear simple interest at
the  rate of twelve (12%) percent per annum, or if lesser, the maximum amount of
nonusurious  interest  that  may  be  lawfully  charged.  Neither Lessee nor its
purchaser  of  oil  or  gas  shall  be  authorized  to  make  any  deductions or
adjustments  against  present  or  future  royalty  payments for royalty amounts
previously  paid  without  first giving Lessor or royalty owner thirty (30) days
advanced  notice  of  same  along  with  a full explanation of such overpayment.
Lessee  expressly  grants  to  Lessor  and  any royalty owner the right to audit
production,  revenue  and  the calculation and payment of revenues to Lessor and
royalty  owners,  by  such royalty owner giving Lessee notice of the exercise of
this  right  and, within 30 days after receipt of such notice, Lessee shall make
available  to  the  requesting  royalty  owner at Lessee's offices all books and
records  and gas contracts (together with copies thereof if requested by royalty
owners'  expense)  along  with all other data necessary for royalty owner or his
agent  to  audit  such  production,  revenue  and/or  royalty  payments.

16.  MINIMUM  INCOME  CLAUSE:     Anything  in  this  lease  to  the  contrary
notwithstanding,  Lessee,  its  successors  and  assigns,  shall pay to Lessor a
minimum  guaranteed  royalty  in the event of production, which will be in a sum
not less than the annual delay rental, or Twenty Five Dollars ($25.00) per acre,
whichever  is  greater, multiplied by the number of acres allocated to proration
unit(s),  as  prescribed  in  Paragraph 17A, for producing well(s) located on or
pooled with the leased premises. Also, no tender or payment of minimum income as
provided  in  this paragraph shall ever perpetuate this lease or be construed as
constructive  production  in  paying  or  commercial  quantities.

17.  POOL1NG:     (i) Lessee shall have NO right to pool until and unless Lessee
has  first  developed all said lands available for development under the formula
set  out  in  Paragraph  17  A  below  and there remains insufficient acreage to
constitute  a  retained  tract  called  for  under  Paragraph  l7 A below unless
otherwise agreed by written instrument by Lessee and Lessor. Thereafter, pooling
and/or  unitization is permitted; however, all such remaining production acreage
shall  be  included  in  the pooled unit created, and the royalties payable from
production  under  such  pooled  unit  shall be paid on a surface acreage basis.

                 (ii) Subject  to subparagraph 17(i),  Lessee's rights and power
to pool  or  combine  said premises or part thereof,  as to gas or oil, with any
other land, shall  be  in  proration  unit(s)  not  exceeding  the  acreage  for
proration  units  provided  in Paragraph 17A.  For the  purposes of this  lease,
horizontal  completion and  the classification  of a well  as an oil or gas well
shall be provided in Paragraph 17A. The point of production for purposes of this
paragraph  shall  be  the deepest producing perforation at the given time should
governmental  authority  having  jurisdiction  permit.  The creation of a larger
units  in order to obtain the maximum proration allowable, then such units shall
be  increased  in size to conform to the requirements for such allocation units.

17A.  PRORATION  UNITS:     Within  120  days  after  the completion of any well
located  on  the leased premises or pooled with a portion of the leased premises
as permitted hereunder, Lessee shall designate and describe in writing that part
of  leased  premises allocated to such well for production purposes, which shall
be  referred  to as a proration unit, and such designation shall be filed in the
Official  Records  of  Jim  Wells  County, Texas; provided however, no more than
forty (40) acres of land shall be allocated to a proration unit for a vertically
producing oil well if completed at a depth 9,000 feet or less below the surface;
no  more  than  eighty (80) acres of land shall be allocated to a proration unit
for a vertically drilled producing oil well if completed at a depth of more than
9,000  feet below the surface; no more than 160 acres of land shall be allocated
to  a  proration unit for a vertically drilled producing gas well completed at a
depth  9,000  feet or less below the surface; and no more than 320 acres of land
shall  be  allocated  to a proration unit for a vertically drilled producing gas
well  if completed at a depth of more than 9,000 feet below the surface; and not
more  than 640 acres shall be allocated to a proration unit for a well that is a
horizontal  completion producing oil well and not more than 640 acres for a well
that  is  horizontal  completion producing gas well. For purposes of this lease,
horizontal completion means an oil or gas well in which the horizontal component
of the gross completion interval exceeds 150 feet in length in the Austin Chaulk
Formation,  Buda  Limestone  Formation  or any other formation located below the
base of the Austin Chaulk and the classification of a well as an oil or gas well
shall be pursuant to the rules and regulations of the Texas Railroad Commission.
The  acres  allocated  to each proration unit may be increased by a ten per cent
(10%)  tolerance and on each occasion during the primary term or during a period
after  the  primary term that Lessee is then engaged in the actual drilling of a
well  in  search  of oil or gas on the land covered hereby or has drilled a well
within a period of 180 days, if a producing well is (a) recompleted at different
depths and/or (b) recompleted as an oil well after previously completed as a gas
well,  the  acreage and depths which may be retained around such well shall vary
and  be  adjusted  according to the formula set forth above. Notwithstanding the
above,  in  the  event  the  Railroad Commission of Texas (or other governmental
authority  having  jurisdiction)  requires,  as  opposed to permits, pursuant to
applicable field rules, the allocation of larger tracts of land to the proration
unit  to  any  such  producing  well  in  order to obtain the maximum production
allowable,  then  the  proration  may  be  increased  to  the  amount of acreage
surrounding  each  well  required  to  obtain  such  fill  allowable.  Each such
proration  unit  shall  be  in  the  form of a square or rectangle to the extent
reasonably  practicably with the well located thereon being sufficient distances
from  the  boundary lines of such retained tract as to comply with the rules and
regulations  of  the  Railroad  Commission  of  Texas.

18.  RELEASE  CLAUSE:     Notwithstanding  any  other provision in this lease to
the  contrary, at the expiration of the primary term of this lease or, if later,
the  end  of the extended period provided below, this lease shall terminate SAVE
AND  EXCEPT  the  interest  of Lessee in and to that part of the leased premises
allocated  to  each  proration  unit  upon  which a producing well is located in
accordance  with  the acreage limitation provided in Paragraph 17 A; and further
SAVE  AND  EXCEPT  that part of the leased premises included in a pooled unit in
accordance  with  Paragraphs 17 and 17 A upon which a producing oil or producing
gas  well  is  located; and further SAVE AND EXCEPT the interest of Lessee under
each  such  retained tract from the surface to one hundred feet (100') below the
stratigraphic  equivalent of the base of the then deepest producing formation in
which  the  Lessee  has  an interest, together with acreage around such wellbore
that  corresponds  with  the  formula  set forth above. For the purposes of this
Paragraph  18, the point of production for purposes of determining the amount of
acreage  which  Lessee  may allocate to each well shall be the deepest producing
perforation  at  the  date  release  or  partial  release are called for in this
paragraph  and at that time, the acre designations may be increased by a ten per
cent  (10%)  tolerance.  Notwithstanding  the  above,  in the event the Railroad
Commission  of  Texas  (or  other  governmental  authority  having jurisdiction)
requires,  as  opposed  to  permits,  pursuant  to  applicable  field rules, the
allocation  of  larger  or smaller tracts of land or units to any such producing
well  in order to obtain the maximum production allowable, then this lease shall
continue  in  force and effect as to the amount of acreage surrounding each well
required  to  obtain  such full allocation. Lessee shall, upon the expiration of
this  lease or parts hereof, file of record in the office of the County Clerk of
Jim  Wells  County,  Texas,  an  instrument releasing this lease insofar as said
lease  has  terminated, specifically describing by metes and bounds the retained
tracts  surrounding  each producing well and the depths which may be retained by
the  Lessee  thereunder.  If requested by Lessor, Lessee shall, whether prior to
recording such release or later, deliver to Lessor a plat depicting the location
of  each  retained tract along with the log of each well within a retained tract
and  proof  of  the  depth  claimed  by Lessee to be retained within each tract.

If,  on  the  dates  the  partial  releases called for herein would otherwise be
required,  Lessee  is then engaged in the actual drilling of a well in search of
oil  or  gas  on  the land covered hereby or has drilled a well thereon within a
period  of  one  hundred  and  eighty  (180)  days  prior to such date (i.e. the
extended  period  referred  to  above), then the provisions of this Paragraph 18
shall  not  be  applicable  until such time as the Lessee allows a period of one
hundred  and  eighty (180) consecutive days to lapse between the completion of a
well  and  the  actual  commencement  of  drilling (as defined under definitions
below)  on  subsequent well or wells on the lands covered hereby or pooled lands
herewith. Provided however, Lessee shall be entitled to accumulate and later use
time  saved  between  the  drilling  of wells up to a maximum of one hundred and
eighty  (180) days; however, Lessee shall inform Lessor in writing of time saved
and  of  Lessee's  intent  to  use  such  time  in  the  future.

At  such time as a partial termination of this lease occurs under the provisions
of  this  paragraph,  each  retained  tract  shall be considered as a separately
leased tract, in the same manner as if Lessor had executed separate and distinct
leases  covering  each  such  retained  tract.  Lessee shall not be obligated to
protect  against drainage, if any, between and among "separately leased tracts".
Notwithstanding  a partial termination of this lease under the above provisions,
it  is  agreed  that Lessee have and retain such easements of ingress and egress
including  the  right to lay pipelines over those lands partially released so as
to  enable  Lessee to develop and operate the retained tracts. Further, it shall
not  be  necessary  for  Lessee  to  remove or relocate any pipelines, tanks and
batteries  or other surface equipment or installations from any portions of this
lease,  which  have  terminated  for  so  long as it continue to be used for the
development  of  and  operations  on  such  retained  tracts.

The  formula  set  forth in Paragraph 18 above for retaining tracts shall not be
construed  as  an  agreement  or  stipulation  on  the  part of Lessor that such
drilling  constitutes  reasonable  development  of  the leased premises.  Lessee
agrees  to  drill such additional well or wells on each retained tract, (or such
portion or portions thereof as may be in force and effect from time to time); as
would  a  reasonably  prudent  Operator  to  reasonably develop the same for the
production  of  oil  and/or  gas.

In  the  event  Lessee  fails  to  timely record said release or partial release
required  under  this  lease pursuant to Paragraph 17 A herein, Lessor shall, if
such release is not recorded within sixty (60) days of receipt of written demand
of  Lessor, be entitled to execute and record an affidavit indicating expiration
of  the lease period. It is expressly agreed and understood by Lessor and Lessee
that  such  affidavit  shall  effect  as  a  release  executed  by  the  Lessee.

19.  ASSIGNMENT CLAUSE:     Lessee agrees that there shall be no full assignment
of  this  lease without Lessor's prior written consent, however, Lessee shall be
permitted  to  assign fractional interest of this lease to partnerships or joint
ventures  in which Lessee is a partner or co-venturer, or to participants in the
form  of fractional undivided working interest, provided that Lessee retains the
operational  rights and responsibilities hereunder.  It is further agreed Lessee
shall  remain  liable as a surety for performance for all of Lessees obligations
hereunder  and  in  the event of performance, Lessor shall be entitled to all of
its  remedies  to  Lessee  and  each  of  its  assigns  thereafter.

20.  LIMITATION  ON  SHUT-IN:     It  is expressly agreed that Lessee's right to
maintain this lease in force after the primary term by shut-in gas well payments
shall  not  continue  for  any  one  shut-in  period  of more than two (2) years
immediately  following  the  primary  term,  or  in reocurring periods after the
primary  term  not  to  exceed three (3) years in the aggregate and that shut-in
payments shall be Twenty Five and no/100 Dollars ($25.00) per each acre for each
acre  of land then covered by this lease, which payment shall maintain the lease
in  full  force  and  effect for a period of one (1) year from date such well is
completed  or  shut-in.

21.  SURFACE  PROTECTION  CLAUSES:     As  a  part of the consideration for this
lease  Lessor  and  Lessee  agree  as  follows:

21.1.  ROADS  AND  GATES:     Lessee  agrees,  the  extent  practicable  in  its
operations,  to use existing gates and roadways. Lessee and all persons entering
or  leaving  said  lands  in connection with Lessee's operations hereunder shall
keep  all  outside  and  interior gates along the route or routes designated for
such  use  securely  closed  except  when  vehicles are passing through.  Lessee
agrees  to  keep  gates  locked  as  reasonably requested by surface owner. With
respect  to  new roadways, Lessee agrees to consult with surface owner as to the
location  and  to  reasonably  accommodate surface owner in selecting reasonable
access and will construct such diversion terraces along new roads to reduce soil
erosion.  No  new  openings  to,  or  leading  to  the county road shall be made
without  the  surface  owner's  consent. Upon the construction of any new roads,
damages  shall  be  paid  by Lessee to surface owner for new construction of the
roads  at  One  and 25/100 Dollars ($1.25) per foot. Lessee will regularly grade
the  roads  it uses and maintain such roads for passage by ear. Lessee will make
all  repairs  and maintenance within a reasonable time not to exceed thirty (30)
days  after  notice  by  Lessor  or  surface  of  the  need  for  such repair or
maintenance.  If  Lessee  uses any roads concurrently with other mineral leases,
then  Lessee  shall  be  obligated  for  its  proportionate part or share of the
resulting deterioration of commonly used roads as well as all responsibility for
road  damages  caused  solely  by  Lessee.

21.2.  FENCES:     Lessee  shall consult with surface owner prior to cutting any
fence.  If Lessee desires to cut a boundary fence, Lessee must obtain permission
from  the adjoining landowner prior to cutting any fence. Should it be necessary
to  cut  any  fence or fences on the leased premises for the purposes of passage
and  Lessee  obtains  permission  (which  permission  shall  not be unreasonably
withheld)  from the surface owner (and as to boundary fences, from the adjoining
landowner). Prior to cutting such fence there shall be installed six (6) 10-foot
posts  with not less than 8-inch tops, each buried five (5) feet into the ground
with  three  (3)  posts  on  each  side of the proposed cut. The posts are to be
properly  braced with horizontal braces and wired so that when the fence is cut,
there  will  be  no  slackening of the wires. After any interior fence is cut, a
metal  gate  shall  immediately  be  placed  in the fence, which if requested by
Lessor  or  surface  owner, shall be locked. Lessee shall install a cattle guard
and  metal  gate across the same together with an aluminum gate adjacent to said
cattle  guard  at  all  intersections  of  ranch  fences and roads to be used by
Lessee,  which shall be left in place at the termination of the lease and become
the  property  of  the  surface  owner.

21.3.  DRILLSITE  LOCATIONS  AND OPERATIONS:     It is agreed by and between the
Lessor  and  Lessee  that  location  of any well(s), access road(s), pipeline(s)
route, electrical and/or communications route shall be approved by the Lessor or
one  of  their  representatives  in writing prior to location thereof.  However,
such  approval  shall  not  be  unreasonably  withheld. Lessee will maintain all
improvements  used  in  connection  with  Lessee's  operation in a good state of
repair  and  will  promptly cause to be repaired and restored any damage to such
resulting  from Lessee's use or operations. Drilling mud pits shall be lined and
the  liner  shall  be  of  such  material  and qualities and installed in such a
fashion  as  to  prevent  the loss of fluids. On each drillsite, the slush pits,
tanks,  separators,  treaters  and  any other pertinent well and lease equipment
above  the  surface  on  or  off the drillsite including tank batteries shall be
enclosed  by a barded wire fence capable of turning livestock promptly after the
completion  of  any  drilling  operations  and such fence shall be maintained by
Lessee  for  so  long as such equipment remains on leased premises or during the
period  of  production  resulting  from such operations. No drilling operations,
pipeline  construction,  seismic  lines  or  operations  of  any nature shall be
conducted  within  300  feet  of  any  house,  camphouse,  barns, water wells or
permanent  improvements,  without  express written consent of the surface owner.
Lessee  agrees  to protect the surface of the leased premises from water erosion
caused  by  its  operations  by  building  and  maintaining such water diversion
terraces  as  necessary.  Lessee  will use every effort to prevent fires on said
lands  and  will use every effort to prevent papers, boxes, sacks and containers
and  waste  materials  of  any  kind  from coming on said land and littering the
premises.  Prior  to use, Lessee shall pay the surface owner for each drill site
and  tank  battery  and  pit location, if not located within the drill site, not
less than Two Thousand and no/l00 Dollars ($2,000.00) per acre and not more than
the  highest  purchase  price  paid within the area per acre for comparable land
with  comparable use.  Lessee agrees that at all times the leased premises shall
be  used,  operated  and  constructed  in  compliance  with all applicable laws,
statues, rules and regulations of any governmental authority having jurisdiction
including,  without  limitation,  all safety regulations and requirements of the
U.S. Department of Transportation and all environmental laws, statues, rules and
regulations  of  any federal, state or local authority at any time applicable to
this  lease.

21.4.  DRILLSITE  RESTORATION:     Within  ninety  (90) days after completion or
abandonment  of  any  well  drilled on said lands, Lessee will clean up the well
site  and remove from said lands any and all oil and/or gas waste materials, oil
spills,  junk, and any material and substances that might cause injury to person
or  livestock;  will level all mounds and generally restore such location to its
original condition as is reasonably practicable except for the minimum amount of
surface  needed to service a well and the reserve pit( s) shall be filled, level
and  restored  within  six  (6)  months  after  completion  of  a well. Upon the
abandonment  of each well, all gravel and other material shall, at the option of
surface  owner,  either  be removed or stacked and each drill site, tank battery
location  and/or  pit shall then be restored by placing top soil thereon in such
quantity and manner that grass and other vegetation may grow thereon, and Lessee
shall  plant  locations  with  Coastal  Bermuda  as surface owner may reasonably
request.

21.5.  SURFACE  FACILITIES:     By  the  acceptance  hereof,  Lessee agrees that
prior  to  erecting  any  pipeline,  compressor  stations  or other non-drilling
related lease facilities which may be needed by Lessee for producing oil and gas
and  operating  this  lease,  Lessee shall advise Lessor of Lessee's intentions.
Lessor  and  Lessee  will  then  mutually  select the site or sites for locating
equipment  and  pipeline, taking into consideration the operations of Lessor and
surface owner and Lessee's needs in conducting its operations under the terms of
this  lease  in  a reasonable manner, however, said site(s) shall be approved by
the Lessor or one of their representatives in writing prior to location thereof.
Such  approval  shall  not  be  unreasonably withheld. Lessee is prohibited from
constructing  any, oil or gas refinery, or plant, on the leased premises without
first obtaining a separate written lease agreement with Lessor except a refinery
or  plant  used  solely  for  oil  or  gas  produced  from  the leased premises.

21.6.  CONTAMINATION:     Lessee  will use every effort to prevent the escape of
saltwater  or  other  noxious materials and will not permit same to run into any
surface water tank, water well, creek, ravine, or upon or over the premises, nor
to penetrate, seep, flow or be injected into any subsurface fresh water stratum,
but  will  be  contained and disposed of in keeping with applicable governmental
rules  and  regulations.  Lessee  has  no  right to dispose of salt water on the
leased  premises  or  use any well located on the leased premises for salt water
disposal.

21.7.  REMOVAL  OF  EQUIPMENT:     Except  as  otherwise provided herein, Lessee
shall have the right, at any time within six (6) months after the termination of
this  lease  to remove and property and fixtures placed on said land, except for
downhole  tubing  and  rods  which  shall  belong  to  Lessor  as  provided  in
subparagraph  21.10  if Lessee fails to remove such property and fixtures within
said  six  (6)  months,  such property and fixtures shall be deemed abandoned by
Lessee  and  Lessor  or  surface owner (if different from Lessor) shall have the
option  but  not the obligation to either take possession thereof and dispose of
the  same  as Lessor sees fit provided, however, Lessee shall not be relieved of
any  liability  resulting  from  any operations on leased premises including the
duty  to  plug  any  well  abandoned.

21.8.  DAMAGES TO PROPERTY:     Lessee agrees to pay Lessor or surface owner for
damages  or  repair  such  damages  resulting  to  the surface of said lands and
damages  to,  but  not limited to, ranch roadways used by Lessee, fences, gates,
cattle  guards,  houses, barns, windmills, cattle, livestock and wildlife caused
by Lessee's operations or such damages as Lessor may incur by reason of Lessee's
failure  to comply with the terms of this lease. Except as otherwise provided in
EXHIBIT  "A",  compensation  for  all  damages to property shall be based on the
replacement  value  thereof  or  the prevailing rates for similar damages in the
area  at  the  time,  whichever  is  greater.

21.9.  SEISMIC  AND PIPELINE PAYMENTS:     If Lessee conducts seismic operations
on  Lessor's  (or surface owner if different from Lessor) lands or should Lessee
lay  pipelines  across  the  leased  premises,  then Lessee shall be required to
compensate the surface owner based on the prevailing rate being paid in the area
at  the  time for surface damages as a result of such operations. Seismic permit
agreements  must  be  prepared  and  presented  to  the surface owner along with
estimated  compensation  to  be  paid  to  the  surface  owner thereof, prior to
commencement of such operations. Nothing herein shall restrict Lessee's right to
lay  pipelines  for transportation of lease gas or conduct seismic operations on
leased  premises.  All  pipeline  locations shall be shown in advance to surface
owners,  sendoros  shall  be  blade wide, shall be disked and planted in Coastal
Bermuda grass, and dog-legged at the boundary lines as instructed by the surface
owners  and  terraces shall be constructed across any clearings or pathways made
by  Lessee  in  such  a  manner  as  may  be necessary to prevent erosion.  Each
pipeline  right-of-way  shall  be reduced to writing on a form agreed by surface
owner  and  Lessee.  Surface owner shall have the right to require the pipelines
be cut off from other lines at the termination of the Lease. All pipelines shall
be  buried  at  leased  thirty-six  (36)  inches  below  the  surface.

21.10.  SURFACE  WATER:     Lessee  has  no right to use water from stock tanks,
lakes,  creeks,  or rivers located on said lands or from Lessor's well's without
Lessor's  prior  written  consent.

21.11.  HUNTING AND FISHING PROHIBITED: A material consideration to the granting
of this lease is that no employee, representative or contractor of Lessee or any
other  person  allowed  to  come upon said land by Lessee, shall be permitted to
hunt,  fish, swim, camp or picnic on said land and no dog, gun, firearm, fishing
equipment  or  other sporting paraphernalia of any type will be permitted on the
premises.  Lessees  shall  use due diligence to prevent anyone entering the said
land  from  hunting  or shooting at or killing wild game, or bringing or keeping
any  type  of  dog  or  livestock  on  such property. There shall be no drugs or
alcohol  on  said  land  at  any  time.

22.  ENVIRONMENTAL  ISSUES:     Lessee  shall comply with all environmental laws
and  regulations  in the conduct of all drilling and producing operations on the
Lands  and  agree  that Lessee shall not store nor dispose of toxic or Hazardous
chemicals  or  wastes  on  the  Lands.

23.  INDEMNITY:     Lessee agrees to indemnify, protect and bold Lessor harmless
of and from any and all claims, demands, costs, expert fees, reasonable attorney
fees,  expenses,  damages,  losses,  causes  of  action or suits for damages (i)
arising  out or from injury to persons (including death) and/or injury or damage
to  or  loss  of  any  property  or  improvements  caused by Lessee, its agents,
employees,  servants,  contractors  or  any person acting under its direction or
control;  (ii)  arising  out  of  or  any  and  all  breach of the environmental
covenants  below  or  any  other covenant of Lessee and/or (iii) arising out of,
from  or under any state, federal or local laws as a result of Lessee operations
on  the  Lands including, but not limited to, any environmental laws and any and
all  environmental  liability  caused by Lessee on the land and the oil, gas and
other mineral estate covered by this lease.  Further, neither Lessor nor surface
owner  shall  ever  be liable for any claims, demands, costs, expenses, damages,
losses,  causes  of  action or suits for damages because of injury to persons or
property  resulting from the acts or omissions of Lessee, its agents, employees,
servants,  contractors  or  any person acting under its direction and control on
the  land covered by this lease; provided however, in the event Lessor files any
lawsuit  asserting  any  claim(s)  against  Lessee,  then Lessor's attorney fees
unless  Lessor's  attorney  fees  are awarded to be paid by Lessee by a court of
competent  jurisdiction.

24.  GOVERNING LAW:     This lease shall be governed by, interpreted, construed,
and  applied  in  accordance  with the laws of the State of Texas. It is further
agreed by and between Lessee and Lessor, any suit brought as a result or arising
out  of  this  Lease  and/or  Exhibit "A" attached thereto shall be filed in Jim
Wells  County,  Texas.

25.  FORCE  MAJEURE:     Lessee  shall  not  be  liable  for  delays in Lessee's
performance  of  any covenant or condition hereunder, express or implied, or for
total  or partial non-performance thereof, due to force majeure. The term "force
majeure",  as  used  herein,  shall  mean  any  circumstance  or  any  condition
reasonably  unforeseen  and  reasonably  beyond the control of Lessee, including
acts  of  God,  acts  of  the  public enemy, strikes, lockouts and accidents. If
Lessee  is  required  to cease operations or work on the Lands by force majeure,
then until such time as such force majeure is terminated, and for a period of 90
days  after  such termination, each and every provision of this Lease that might
operate to terminate it shall be suspended and this Lease shall continue in full
force  and  effect  during  such  suspension period. If any period of suspension
occurs  before  the  Expiration  Date,  the  term thereof shall be added to such
Primary  Term.  The  provisions of this Paragraph shall have no applicability in
respect  of  any payments required to be made under any provision of this Lease,
it  being  expressly  understood and agreed that the provision of this Paragraph
shall  not  override  any  requirement  of  such  payments.

26.  WARRANTY:     Lessor  does not warrant title, either express or implied, to
the  Lands  described  in  this lease.

27.  EASEMENTS  AND RESTRICTIONS:     This lease is subject to all restrictions,
easements,  agreements  and  instruments  affecting the lands covered hereby and
presently  appearing  of  record  in the County in which such lands are located.

28.  RECORDING:     Lessee  shall  have  the  right  to  record  this Lease or a
memorandum  out-lining  the  primary  terms  in  the  public  record.

29.  MULTIPLE  ORIGINALS:     This  Lease may be executed in multiple originals,
all  of  which shall be considered counterparts of one another. This Lease shall
be  binding upon the parties who execute it as and when executed, whether or not
executed  by  all parties, and shall be binding upon and inure to the benefit of
the  respective heirs, successors, representatives, and assignees of the parties
hereto.  This  Lease  is  not  intended  to create any partnership, association,
association  for  profit,  or  any  other relationship by which either Lessor or
Lessee  shall  be  liable for the acts, either of omission or commission, of the
other.

30.  DRAINAGE:     Notwithstanding anything herein to the contrary, Lessee, as a
reasonably prudent operator, shall at all times protect the leased premises from
drainage  of  oil  and  gas  on  adjoining  lands.

31.  DEFINITIONS:

31.1.     "Production",  "production  in  paying  quantities",  "production  in
commercial  quantities"  and  "production in paying commercial quantities" shall
have  the  same  meaning  for  purposes  of  this  lease,  namely  production in
quantities  sufficient  to yield a return to the holders of the working interest
excluding  severance  taxes,  in  excess  of  the  operating  expenses and costs
(including  all  costs recognized by court precedent in Texas which are included
in  determining  whether  oil  or  gas is being produced in paying or commercial
quantities),  even  though  drilling  costs  may  never  be  recouped by working
interest  owners.

31.2.     "operations  for  drilling",  "drilling  operations", "commencement of
operations",  "commence  operations", "commence drilling operations", "commences
drilling operations" shall have the same meaning being a drilling rig capable of
performing  the  drilling  in  position with the drillbit turning and the timely
prosecution  of such drilling in good faith and with reasonable diligence toward
the  completion  of  same  as  a  dry  hole  or  commercial  well.

31.3.  "operations  for  reworking",  "reworking  operations",  "commencement of
reworking  operations",  "commence  reworking  operations", "commences reworking
operations"  and "actual reworking operations" shall have the same meaning being
the  actual  re-entry of the drillbit with the drillbit turning into an existing
wellbore  with  a  drilling or workover rig capable of re-entering and reworking
such well and the timely prosecution of such actual reworking operations in good
faith  and  with reasonable diligence toward the re-establishment or enhancement
of  commercial  production  of oil or gas from such previously producing zone or
zones.

31.4.     "Completed",  "completion"  shall have the same meaning and the date a
well  is  completed  shall  be  (1) the date of the potential test conducted for
Railroad  Commission  purposes or (2) thirty (30) days after the drilling rig is
released  from  such  well  or  (3)  the date a well is abandoned as a dry hole,
whichever  happens  sooner.

31.5.     "Shut-in":  A well shall be considered and defined as "shut-in" on the
earlier of the following dates: (1) the date of the potential test conducted for
Railroad  Commission  purposes;  (2)  thirty (30) days after the drilling rig is
released;  or  (3)  thirty (30) days after the day that a commercial well ceases
actual  production.

31.6     "Dollar  or  Dollars":  For the purposes of this lease the words Dollar
and  Dollars  shall  be  defined as the currency of the United States of America
("U.S.").

32.  PREPARATION  OF LEASE:     The parties hereto expressly agree and stipulate
that  there  shall  not be a presumption that this lease shall be construed more
strongly  against  the  party  drafting  this  lease or any paragraph, clause or
provision  hereof.

33.  OPTION  TO  EXTEND  PRIMARY TERM:     In consideration of the acceptance of
this  lease  by  the  Lessee,  the  Lessor  agrees  for  himself  and his heirs,
successors  and  assigns,  that  no  other  lease  for the oil, gas and minerals
covered  by  this  lease  shall be granted by the Lessor during the term of this
lease  or  any  extension or renewal thereof granted to the Lessee herein. If at
the  expiration  of  its  primary term, this Lease has not been or is not being,
extended  pursuant  to  any  of  its  provisions, then Lessee, its successors or
assigns  shall  have  the option to extend the primary term of said lease for an
additional  Five (5) years by paying or tendering to Lessor by certified payment
and delivery to Lessor or to Lessor's credit in a depository bank as hereinabove
provided,  the  sum of One Hundred Fifty and no/100 Dollars ($150.00) multiplied
by  the  total number of mineral acres subject to this lease and by amending the
annual  delay  rental  provision to the sum of Fifty and no/l00 Dollars ($50.00)
per  net mineral acre during the secondary term. Said payment or tender shall be
made  on or before the expiration date of the initial primary term. Lessee shall
notify  Lessor  of its intention to exercise this option prior to 30 days before
expiration  of  the  initial  term.

34.  INFORMATION  REQUIRED:     As  a further condition for this Lease and not a
covenant  only, Lessee agrees to furnish to Lessor designated representative and
agent, at the address specified on the signature page hereof, within 48 hours of
becoming  available,  unless  stated  otherwise,  true and correct copies of the
following  information:

34.1     When  filed  with  the  Agency,  an  official  survey  plat showing the
location  of  any  well  proposed  to be drilled on the Lands or on lands pooled
therewith  if  authorized  by  the  Lease;

34.2     Application  to  drill  duly  approved  by the Agency, or if a separate
drilling  permit  is  issued,  the  drilling  permit;

34.3     Written  notification  of  commencement  of  any  operations;

34.4     Daily  drilling  report  for  each well, transmitted daily by telecopy;

34.5     All  logging  surveys,  wireline  tests,  drillstem  test  charts, core
analyses  or  other  third  party  information  as may be run or prepared in the
drilling  of  such  well;

34.6     Potential  test  or  completion  report  filed  with  the  Agency;

34.7     Notification  of  first  sales  of  oil  and/or  gas  from  such  well;

34.8     Plugging  record,  if  completed  as  a  dry  hole  or  if subsequently
abandoned;

34.9     Any information Lessee obtains with respect to the Lands or any well or
wells  on  the Lands (including, without limitation, title opinions, information
with  respect  to  offset  wells,  copies  of interpreted Three Dimensional (3D)
seismic  data  including  original  (thermal)  time-slice maps on horizons to be
selected  by  Lessor,  geologic and geophysical surveys, whether by seismograph,
gravity,  magnetic  or  other  non-intrusive  activity).

34.10     A  fully  executed duplicate original and also a recorded copy of this
Lease  and/or  Memorandum  of  Lease.

34.11.  ACCESS:     Lessee  hereby  acknowledges Lessor's right of access to all
operations  conducted  on  the  leased  premises,  including  the  drilling rig,
wireline  logging  truck or trailer, mud logger's truck or trailer and the right
to  inspect  all surveys, tests, cores and cuttings obtained thereby. All books,
accounts  and  other  records pertaining to production, transportation, sale and
marketing of oil, gas or products from the Lands shall at any time during normal
business  hours  be  subject  to  inspection  and  examination by Lessor and its
representatives.  Any  harm or injury incurred by Lessor as a result of reliance
upon  such information or access to operations shall be solely at Lessor's risk.

34.12.  CONF11DENTIALITY:     For  a  period of one year from date of receipt of
such  non-public  information  or  if sooner until such information is generally
available  to  the  public,  Lessor  agrees  to  keep confidential all nonpublic
information obtained under the terms of this paragraph and will not divulge such
non-public  information  to  parties  other than other mineral or royalty owners
under  this  lease,  Lessor's  or  Lessee's  attorneys,  geologists,  petroleum
engineers,  accountants,  financial  consultants,  guardians,  designated
representatives/agents, or other personal or legal representatives, (who will be
informed  to  keep  such  information  confidential);  provided  however,  this
confidentiality  provision  shall  not  apply  to any such information divulged,
released  or  made  public  as  a  result  of or pertaining to the filing of any
lawsuit or any court proceeding or discussions with or dealings with any Lessee.

35.  NOTICE:     Whenever under this Lease provisions are made for notice of any
kind,  by either party, it shall be deemed sufficient notice and service thereof
if such notice is given in writing to the parties and at the addresses set forth
below and deposited in the United States Mail, by Registered or Certified return
receipt  requested,  with  postage  prepaid.

To Lessor:                      To Lessor's designated representative and agent:

Sandy Monferdini                Gary W. Monferdini
P.O. Box 1652        and        1243 Titania Lane
Alice, Texas  78332             McLean, Virginia 22102
                                Facsimile: 703-940-0450

To  Lessee:

Atten: Thomas Mills, President
Thrust Energy Corp.
807-1050 Burrard Street
Vancouver, BC  V6Z 2S3

Either  party  named  above shall have the right upon giving ten (10) days prior
written  notice  to  the  other in the manner hereinabove provided to change its
address  or  individual  (agent)  for  the  purpose  of  notice.

SIGNED  FOR  IDENTIFICATION:

LESSOR:                         LESSEE:

/s/ Sandy Monferdini            Thrust Energy Corp., a Nevada Corporation
Sandy Monferdini

/s/ Rosemary Monferdini         By: /s/ Thomas Mills
Rosemary Monferdini             Name: Thomas Mills
                                Title: President

By: /s/ Sandy Monferdini
Sandy Monferdini her attorney in fact