Exhibit 10.10


                                    GUARANTY

New York, New York     March __, 2006

     FOR  VALUE  RECEIVED, and in consideration of note purchases, loans made or
to be made or credit otherwise extended or to be extended by Laurus Master Fund,
Ltd.  ("Laurus")  to  or  for  the  account of Texaurus Energy, Inc., a Delaware
corporation ("Debtor"), from time to time and at any time and for other good and
valuable consideration and to induce Laurus, in its discretion, to purchase such
notes,  make  such loans or other extensions of credit and to make or grant such
renewals,  extensions, releases of collateral or relinquishments of legal rights
as  Laurus may deem advisable, each of the undersigned (and each of them if more
than  one,  the  liability  under  this  guaranty  ("Guaranty")  being joint and
several)  (jointly  and  severally  referred  to  as  "Guarantors"  or  "the
undersigned")  unconditionally  guaranties  to Laurus, its successors, endorsees
and  assigns  the prompt payment when due (whether by acceleration or otherwise)
of  all  present  and future obligations and liabilities of any and all kinds of
Debtor  to Laurus and of all instruments of any nature evidencing or relating to
any  such  obligations  and liabilities upon which Debtor or one or more parties
and  Debtor  is  or  may  become liable to Laurus, whether incurred by Debtor as
maker,  endorser, drawer, acceptor, guarantor, accommodation party or otherwise,
and  whether due or to become due, secured or unsecured, absolute or contingent,
joint  or  several,  and however or whenever acquired by Laurus, whether arising
under,  out  of,  or  in  connection  with  (i) that certain Securities Purchase
Agreement  dated as of the date hereof by and between the Debtor and Laurus (the
"Securities  Purchase Agreement") and (ii) each Related Agreement referred to in
the  Securities  Purchase  Agreement (the Securities Purchase Agreement and each
Related  Agreement,  as  each may be amended, modified, restated or supplemented
from  time  to time, are collectively referred to herein as the "Documents"), or
any  documents,  instruments or agreements relating to or executed in connection
with  the  Documents  or  any  documents,  instruments or agreements referred to
therein  or  otherwise, or any other indebtedness, obligations or liabilities of
the  Debtor  to  Laurus,  whether  now  existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether  under,  pursuant  to  or  evidenced  by  a  note,  agreement, guaranty,
instrument or otherwise (all of which are herein collectively referred to as the
"Obligations"),  and  irrespective  of  the genuineness, validity, regularity or
enforceability  of  such Obligations, or of any instrument evidencing any of the
Obligations  or of any collateral therefor or of the existence or extent of such
collateral,  and  irrespective of the allowability, allowance or disallowance of
any  or  all of the Obligations in any case commenced by or against Debtor under
Title  11,  United  States  Code,  including, without limitation, obligations or
indebtedness  of Debtor for post-petition interest, fees, costs and charges that
would  have accrued or been added to the Obligations but for the commencement of
such  case.  Terms  not otherwise defined herein shall have the meaning assigned
such  terms  in  the  Securities  Purchase  Agreement.  In  furtherance  of  the
foregoing,  the  undersigned  hereby  agrees  as  follows:

     1.  No  Impairment.  Laurus  may  at any time and from time to time, either
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before  or  after  the maturity thereof, without notice to or further consent of
the  undersigned,  extend  the  time  of  payment  of, exchange or surrender any
collateral  for,  renew or extend any of the Obligations or increase or decrease
the  interest  rate thereon, and may also make any agreement with Debtor or with
any  other  party  to  or person liable on any of the Obligations, or interested

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therein,  for  the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any  agreement  between  Laurus and Debtor or any such other party or person, or
make  any  election  of rights Laurus may deem desirable under the United States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating  to  or affecting the
enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law")  without  in  any  way impairing or affecting this Guaranty. This Guaranty
shall  be  effective  regardless  of  the  subsequent  incorporation,  merger or
consolidation  of Debtor, or any change in the composition, nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a  debtor  in  possession  or  the  like  under  any  Insolvency  Law.

     2.  Guaranty  Absolute.  Subject  to  Section  5(c)  hereof,  each  of  the
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undersigned  jointly  and severally guarantees that the Obligations will be paid
strictly  in  accordance  with  the  terms  of  the  Documents  and/or any other
document,  instrument  or  agreement  creating  or  evidencing  the Obligations,
regardless  of  any  law,  regulation or order now or hereafter in effect in any
jurisdiction  affecting  any  of such terms or the rights of Debtor with respect
thereto.  Guarantors  hereby knowingly accept the full range of risk encompassed
within  a  contract of "continuing guaranty" which risk includes the possibility
that  Debtor  will  contract additional indebtedness for which Guarantors may be
liable hereunder after Debtor's financial condition or ability to pay its lawful
debts  when  they  fall due has deteriorated, whether or not Debtor has properly
authorized  incurring  such additional indebtedness. The undersigned acknowledge
that (i) no oral representations, including any representations to extend credit
or provide other financial accommodations to Debtor, have been made by Laurus to
induce  the  undersigned  to  enter into this Guaranty and (ii) any extension of
credit  to  the  Debtor  shall  be  governed  solely  by  the  provisions of the
Documents. The liability of each of the undersigned under this Guaranty shall be
absolute  and  unconditional,  in accordance with its terms, and shall remain in
full  force  and effect without regard to, and shall not be released, suspended,
discharged,  terminated or otherwise affected by, any circumstance or occurrence
whatsoever,  including, without limitation: (a) any waiver, indulgence, renewal,
extension, amendment or modification of or addition, consent or supplement to or
deletion  from  or  any  other  action  or  inaction  under or in respect of the
Documents  or any other instruments or agreements relating to the Obligations or
any  assignment  or  transfer  of  any  thereof,  (b)  any  lack  of validity or
enforceability  of  any  Document  or other documents, instruments or agreements
relating  to  the  Obligations or any assignment or transfer of any thereof, (c)
any  furnishing  of  any  additional  security to Laurus or its assignees or any
acceptance  thereof  or  any release of any security by Laurus or its assignees,
(d) any limitation on any party's liability or obligation under the Documents or
any  other  documents,  instruments or agreements relating to the Obligations or
any assignment or transfer of any thereof or any invalidity or unenforceability,
in  whole  or in part, of any such document, instrument or agreement or any term
thereof,  (e)  any  bankruptcy,  insolvency,  reorganization,  composition,
adjustment,  dissolution,  liquidation  or  other  like  proceeding  relating to
Debtor,  or  any  action  taken  with respect to this Guaranty by any trustee or
receiver,  or  by  any  court,  in  any  such  proceeding,  whether  or  not the
undersigned  shall  have  notice  or  knowledge of any of the foregoing, (f) any
exchange,  release  or  nonperfection  of  any  collateral,  or  any release, or
amendment  or  waiver  of or consent to departure from any guaranty or security,
for  all  or  any  of the Obligations, or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the undersigned.

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Any  amounts  due  from the undersigned to Laurus shall bear interest until such
amounts are paid in full at the highest rate then applicable to the Obligations.
Obligations  include post-petition interest whether or not allowed or allowable.

     3.  Waivers.

          (a)  This  Guaranty  is  a  guaranty of payment and not of collection.
     Laurus  shall  be under no obligation to institute suit, exercise rights or
     remedies  or  take  any  other action against Debtor or any other person or
     entity  liable  with  respect  to  any  of the Obligations or resort to any
     collateral  security  held  by  it  to  secure  any of the Obligations as a
     condition precedent to the undersigned being obligated to perform as agreed
     herein and each of the Guarantors hereby waives any and all rights which it
     may  have  by  statute or otherwise which would require Laurus to do any of
     the  foregoing.  Each  of  the  Guarantors further consents and agrees that
     Laurus  shall  be  under  no  obligation  to marshal any assets in favor of
     Guarantors,  or against or in payment of any or all of the Obligations. The
     undersigned  hereby  waives  all  suretyship  defenses  and  any  rights to
     interpose any defense, counterclaim or offset of any nature and description
     which the undersigned may have or which may exist between and among Laurus,
     Debtor and/or the undersigned with respect to the undersigned's obligations
     under  this  Guaranty,  or  which Debtor may assert on the underlying debt,
     including  but not limited to failure of consideration, breach of warranty,
     fraud,  payment  (other  than  cash  payment  in  full of the Obligations),
     statute  of frauds, bankruptcy, infancy, statute of limitations, accord and
     satisfaction,  and  usury.

          (b)  Each  of  the  undersigned  further  waives  (i)  notice  of  the
     acceptance  of this Guaranty, of the making of any such loans or extensions
     of  credit,  and  of  all  notices  and  demands  of  any kind to which the
     undersigned  may  be  entitled,  including,  without  limitation, notice of
     adverse  change  in Debtor's financial condition or of any other fact which
     might  materially increase the risk of the undersigned and (ii) presentment
     to  or  demand  of  payment  from  anyone whomsoever liable upon any of the
     Obligations,  protest,  notices  of presentment, non-payment or protest and
     notice  of  any  sale  of  collateral  security or any default of any sort.

          (c)  Notwithstanding  any  payment or payments made by the undersigned
     hereunder,  or  any  setoff  or  application of funds of the undersigned by
     Laurus,  the  undersigned  shall not be entitled to be subrogated to any of
     the  rights of Laurus against Debtor or against any collateral or guarantee
     or  right  of offset held by Laurus for the payment of the Obligations, nor
     shall  the  undersigned  seek  or  be  entitled to seek any contribution or
     reimbursement  from  Debtor  in respect of payments made by the undersigned
     hereunder,  until  all  amounts owing to Laurus by Debtor on account of the
     Obligations  are indefeasibly paid in full and Laurus' obligation to extend
     credit  pursuant  to  the  Documents  has  been irrevocably terminated. If,
     notwithstanding  the foregoing, any amount shall be paid to the undersigned
     on  account  of  such  subrogation  rights  at  any  time  when  all of the
     Obligations  shall  not  have  been  paid in full and Laurus' obligation to
     extend  credit  pursuant  to  the Documents shall not have been terminated,
     such  amount  shall  be  held  by  the  undersigned  in  trust  for Laurus,
     segregated  from  other funds of the undersigned, and shall forthwith upon,
     and  in  any  event  within  two  (2)  business  days  of,  receipt  by the

<PAGE>

     undersigned,  be  turned  over  to Laurus in the exact form received by the
     undersigned  (duly  endorsed by the undersigned to Laurus, if required), to
     be  applied  against the Obligations, whether matured or unmatured, in such
     order  as Laurus may determine, subject to the provisions of the Documents.
     Any  and  all  present and future debts and obligations of Debtor to any of
     the  undersigned  are  hereby  waived  and  postponed  in  favor  of,  and
     subordinated to the full payment and performance of, all present and future
     debts  and  Obligations  of  Debtor  to  Laurus.

     4.  Security. All sums at any time to the credit of the undersigned and any
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property  of  the  undersigned in Laurus' possession or in the possession of any
bank, financial institution or other entity that directly or indirectly, through
one  or  more  intermediaries,  controls or is controlled by, or is under common
control  with, Laurus (each such entity, an "Affiliate") shall be deemed held by
Laurus or such Affiliate, as the case may be, as security for any and all of the
undersigned's  obligations  to  Laurus and to any Affiliate of Laurus, no matter
how or when arising and whether under this or any other instrument, agreement or
otherwise.

     5.  Representations  and Warranties. Each of the undersigned hereby jointly
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and  severally  represents  and  warrants  (all  of  which  representations  and
warranties  shall  survive  until  all Obligations are indefeasibly satisfied in
full  and  the  Documents  have  been  irrevocably  terminated),  that:

          (a)  Corporate  Status.  It  is  a corporation, partnership or limited
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     liability company, as the case may be, duly formed, validly existing and in
     good  standing under the laws of its jurisdiction of formation indicated on
     the  signature page hereof and has full power, authority and legal right to
     own  its  property  and  assets and to transact the business in which it is
     engaged.

          (b)  Authority  and  Execution. It has full power, authority and legal
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     right  to  execute  and deliver, and to perform its obligations under, this
     Guaranty  and  has  taken  all  necessary corporate, partnership or limited
     liability  company,  as the case may be, action to authorize the execution,
     delivery  and  performance  of  this  Guaranty.

          (c)  Legal, Valid and Binding Character. This Guaranty constitutes its
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     legal,  valid  and  binding  obligation  enforceable in accordance with its
     terms,  except  as  enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other laws of general application
     affecting  the  enforcement  of creditor's rights and general principles of
     equity  that  restrict  the  availability  of  equitable or legal remedies.

          (d)  Violations.  The  execution,  delivery  and  performance  of this
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     Guaranty  will  not  violate any requirement of law applicable to it or any
     contract,  agreement or instrument to which it is a party or by which it or
     any of its property is bound or result in the creation or imposition of any
     mortgage, lien or other encumbrance other than in favor of Laurus on any of
     its  property or assets pursuant to the provisions of any of the foregoing,
     which, in any of the foregoing cases, could reasonably be expected to have,
     either  individually  or  in  the  aggregate,  a  Material  Adverse Effect.

<PAGE>

          (e)  Consents  or  Approvals. No consent of any other person or entity
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     (including,  without  limitation,  any  creditor of the undersigned) and no
     consent,  license,  permit,  approval  or  authorization  of, exemption by,
     notice  or  report  to,  or  registration,  filing or declaration with, any
     governmental  authority  is  required  in  connection  with  the execution,
     delivery,  performance,  validity or enforceability of this Guaranty by it,
     except  to the extent that the failure to obtain any of the foregoing could
     not  reasonably  be  expected  to  have,  either  individually  or  in  the
     aggregate,  a  Material  Adverse  Effect.

          (f)  Litigation.  No  litigation,  arbitration,  investigation  or
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     administrative  proceeding  of  or  before  any  court,  arbitrator  or
     governmental  authority,  bureau  or agency is currently pending or, to the
     best  of its knowledge, threatened (i) with respect to this Guaranty or any
     of  the  transactions  contemplated  by  this  Guaranty  or (ii) against or
     affecting  it,  or  any  of  its  property or assets, which, in each of the
     foregoing  cases,  if adversely determined, could reasonably be expected to
     have  a  Material  Adverse  Effect.

          (g) Financial Benefit. It has derived or expects to derive a financial
              -----------------
     or other advantage from each and every loan, advance or extension of credit
     made  under  the  Documents  or other Obligations incurred by the Debtor to
     Laurus.

          (h)  Solvency.  As of the date of this Guaranty, (a) the fair saleable
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     value  of  its  assets  exceeds  its  liabilities and (b) it is meeting its
     current  liabilities  as  they  mature.

     6.  Acceleration.
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          (a)  If  any  breach  of  any  covenant or condition or other event of
     default shall occur and be continuing under any agreement made by Debtor or
     any  of  the  undersigned  to  Laurus,  or  either  Debtor  or  any  of the
     undersigned  should  at  any  time  become  insolvent,  or  make  a general
     assignment,  or  if  a  proceeding  in or under any Insolvency Law shall be
     filed  or  commenced  by, or in respect of, any of the undersigned, or if a
     notice  of any lien, levy, or assessment is filed of record with respect to
     any assets of any of the undersigned by the United States of America or any
     department,  agency,  or  instrumentality thereof, or if any taxes or debts
     owing  at  any time or times hereafter to any one of them becomes a lien or
     encumbrance  upon  any  assets of the undersigned in Laurus' possession, or
     otherwise,  any  and  all Obligations shall for purposes hereof, at Laurus'
     option,  be  deemed due and payable without notice notwithstanding that any
     such  Obligation  is  not  then  due  and  payable  by  Debtor.

          (b) Each of the undersigned will promptly notify Laurus of any default
     by such undersigned in its respective performance or observance of any term
     or  condition  of  any agreement to which the undersigned is a party if the
     effect  of such default is to cause, or permit the holder of any obligation
     under  such  agreement to cause, such obligation to become due prior to its
     stated  maturity  and, if such an event occurs, Laurus shall have the right
     to  accelerate  such  undersigned's  obligations  hereunder.

     7.  Payments  from Guarantors. Laurus, in its sole and absolute discretion,
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with  or  without  notice  to  the  undersigned,  may  apply  on  account of the
Obligations any payment from the undersigned or any other guarantors, or amounts

<PAGE>

realized  from any security for the Obligations, or may deposit any and all such
amounts realized in a non-interest bearing cash collateral deposit account to be
maintained  as  security  for  the  Obligations.

     8. Costs. The undersigned shall pay on demand, all costs, fees and expenses
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(including  expenses for legal services of every kind) relating or incidental to
the  enforcement or protection of the rights of Laurus hereunder or under any of
the  Obligations.

     9.  No  Termination.  This  is  a continuing irrevocable guaranty and shall
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remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
indefeasibly  paid  in  full and Laurus' obligation to extend credit pursuant to
the  Documents  has been irrevocably terminated. If any of the present or future
Obligations  are  guarantied by persons, partnerships or entities in addition to
the  undersigned,  the  death,  release  or discharge in whole or in part or the
bankruptcy,  merger, consolidation, incorporation, liquidation or dissolution of
one  or  more  of  them  shall  not  discharge  or affect the liabilities of any
undersigned  under  this  Guaranty.

     10.  Recapture.  Anything in this Guaranty to the contrary notwithstanding,
          ---------
if  Laurus  receives  any  payment  or  payments  on  account of the liabilities
guaranteed  hereby,  which  payment  or  payments  or  any  part  thereof  are
subsequently  invalidated,  declared to be fraudulent or preferential, set aside
and/or  required  to  be repaid to a trustee, receiver, or any other party under
any  Insolvency Law, common law or equitable doctrine, then to the extent of any
sum  not  finally  retained  by  Laurus, the undersigned's obligations to Laurus
shall  be reinstated and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be  due  on  demand.

     11.  Books and Records. The books and records of Laurus showing the account
          -----------------
between  Laurus  and  Debtor  shall  be  admissible in evidence in any action or
proceeding,  shall  be  binding  upon  the  undersigned  for  the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

     12.  No  Waiver. No failure on the part of Laurus to exercise, and no delay
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in  exercising,  any  right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right, remedy
or  power  hereunder  preclude  any  other or future exercise of any other legal
right, remedy or power. Each and every right, remedy and power hereby granted to
Laurus  or  allowed  it  by  law  or other agreement shall be cumulative and not
exclusive of any other, and may be exercised by Laurus at any time and from time
to  time.

     13. Waiver of Jury Trial. EACH OF THE UNDERSIGNED DESIRES THAT ITS DISPUTES
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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, EACH
OF  THE  UNDERSIGNED  HERETO  WAIVES  ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT,
TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF,
CONNECTED  WITH,  RELATED  OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN
THEM  IN CONNECTION WITH THIS GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED
HERETO  OR  THERETO.

<PAGE>

     14.  Governing  Law;  Jurisdiction.  THIS  GUARANTY  CANNOT  BE  CHANGED OR
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TERMINATED  ORALLY,  AND  SHALL  BE  GOVERNED  BY  AND CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND  PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
EACH  OF  THE  UNDERSIGNED  HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION  TO  HEAR  AND  DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OF THE
UNDERSIGNED,  ON THE ONE HAND, AND LAURUS, ON THE OTHER HAND, PERTAINING TO THIS
GUARANTY  OR  ANY OF THE DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS  GUARANTY  OR  ANY OF THE DOCUMENTS; PROVIDED, THAT EACH OF THE UNDERSIGNED
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ACKNOWLEDGES  THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED  OUTSIDE  OF  THE  COUNTY  OF  NEW  YORK, STATE OF NEW YORK; AND FURTHER
PROVIDED,  THAT  NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE
LAURUS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
TO  COLLECT  THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
FOR  THE  OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
LAURUS.  EACH  OF  THE  UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH  JURISDICTION  IN  ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
UNDERSIGNED  HEREBY  WAIVES  ANY  OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL  JURISDICTION,  IMPROPER  VENUE  OR  FORUM  NON CONVENIENS. EACH OF THE
                                              ---------------------
UNDERSIGNED  HEREBY  WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS  ISSUED  IN  ANY  SUCH  ACTION  OR  SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED  TO SUCH UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE SO
MADE  SHALL  BE  DEEMED  COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED'S ACTUAL
RECEIPT  THEREOF  OR  THREE  (3)  DAYS  AFTER  DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE  PREPAID.

     15.  Understanding  With  Respect  to  Waivers and Consents. Each Guarantor
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warrants  and  agrees  that  each  of the waivers and consents set forth in this
Guaranty is made voluntarily and unconditionally after consultation with outside
legal counsel and with full knowledge of its significance and consequences, with
the  understanding  that  events  giving rise to any defense or right waived may
diminish,  destroy  or  otherwise  adversely  affect rights which such Guarantor
otherwise  may  have against the Debtor, Laurus or any other person or entity or
against  any  collateral. If, notwithstanding the intent of the parties that the
terms  of  this  Guaranty  shall  control in any and all circumstances, any such
waivers  or  consents  are  determined to be unenforceable under applicable law,
such  waivers and consents shall be effective to the maximum extent permitted by
law.

     16.  Severability. To the extent permitted by applicable law, any provision
          ------------
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as  to  such  jurisdiction,  be ineffective to the extent of such prohibition or

<PAGE>

unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     17.  Amendments,  Waivers.  No amendment or waiver of any provision of this
          --------------------
Guaranty  nor consent to any departure by the undersigned therefrom shall in any
event  be  effective unless the same shall be in writing executed by each of the
undersigned  directly  affected  by  such  amendment  and/or  waiver and Laurus.

     18.  Notice.  All notices, requests and demands to or upon the undersigned,
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shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or  certified  mail,  (c)  when  confirmed electronically, if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in  each event, to the numbers and/or address set forth beneath the signature of
the  undersigned.

     19.  Successors.  Laurus  may,  from  time  to  time, without notice to the
          ----------
undersigned,  sell,  assign, transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality  of the foregoing, Laurus may assign, or grant participations to, one
or  more  banks, financial institutions or other entities all or any part of any
of  the  Obligations.  In  each  such event, Laurus, its Affiliates and each and
every  immediate and successive purchaser, assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal  action  or  otherwise, for its own benefit as fully as if such purchaser,
assignee,  transferee  or  holder  were  herein  by name specifically given such
right.  Laurus  shall  have an unimpaired right to enforce this Guaranty for its
benefit  with  respect  to  that portion of the Obligations which Laurus has not
disposed  of,  sold,  assigned,  or  otherwise  transferred.

     20.  Joinder.  It  is  understood and agreed that any person or entity that
          -------
desires to become a Guarantor hereunder, or is required to execute a counterpart
of  this  Guaranty  after  the  date  hereof pursuant to the requirements of any
Document,  shall  become  a  Guarantor  hereunder  by  (x)  executing  a Joinder
Agreement  in  form  and  substance  satisfactory  to  Laurus,  (y)  delivering
supplements  to  such  exhibits  and  annexes  to such Documents as Laurus shall
reasonably  request  and (z) taking all actions as specified in this Guaranty as
would  have  been  taken by such Guarantor had it been an original party to this
Guaranty,  in  each  case  with  all documents required above to be delivered to
Laurus  and  with  all  documents  and actions required above to be taken to the
reasonable  satisfaction  of  Laurus.

     21. Release. Nothing except indefeasible payment in full of the Obligations
         -------
shall  release  any  of  the  undersigned  from  liability  under this Guaranty.

     22.  Remedies  Not  Exclusive.  The  remedies conferred upon Laurus in this
          ------------------------
Guaranty  are  intended to be in addition to, and not in limitation of any other
remedy  or  remedies  available  to  Laurus.

     23.  Limitation  of  Obligations  under  this  Guaranty. Each Guarantor and
          --------------------------------------------------
Laurus (by its acceptance of the benefits of this Guaranty) hereby confirms that
it  is  its intention that this Guaranty not constitute a fraudulent transfer or

<PAGE>

conveyance  for  purposes  of  the  Bankruptcy  Code,  the  Uniform  Fraudulent
Conveyance  Act of any similar Federal or state law. To effectuate the foregoing
intention,  each Guarantor and Laurus (by its acceptance of the benefits of this
Guaranty)  hereby  irrevocably  agrees  that  the Obligations guaranteed by such
Guarantor  shall  be limited to such amount as will, after giving effect to such
maximum  amount  and  all  other  (contingent  or otherwise) liabilities of such
Guarantor  that  are  relevant  under  such  laws and after giving effect to any
rights  to  contribution  pursuant  to  any agreement providing for an equitable
contribution  among  such  Guarantor  and  the  other Guarantors (including this
Guaranty),  result  in  the Obligations of such Guarantor under this Guaranty in
respect  of  such  maximum  amount  not  constituting  a  fraudulent transfer or
conveyance.

     24.  Subordination.  So long as no Event of Default shall have occurred and
          -------------
be  continuing  under  any  Document,  Laurus  shall  enter into a subordination
agreement  reasonably  acceptable  to  Laurus  in  the  event  Guarantor obtains
financing  from  a  third  party  funding  source requiring the subordination of
Guarantor's  debt  to  Laurus  in  favor  of  such  third  party funding source.

                        [REMAINDER OF THIS PAGE IS BLANK.
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]


<PAGE>

     IN  WITNESS  WHEREOF, this Guaranty has been executed by the undersigned as
of  the  date  and  year  here  above  written.

                                        TEXHOMA  ENERGY,  INC.


                                        By: /s/ Frank A. Jacobs
                                           ----------------------------
                                        Name: Frank A. Jacobs
                                             --------------------------
                                        Title: Director
                                              --------------------------
                                        Address:     2411 Fountainview Drive
                                                     Suite 120
                                                     Houston, Texas 77057
                                        Phone:         604-629-8603
                                        Facsimile:     604-683-2883
                                        State of Formation:  Nevada

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