Exhibit 10.7


                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (this "Agreement") is made and entered
into  as  of  March      ,  2006,  by and between Texhoma Energy, Inc., a Nevada
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corporation  (the  "Company"),  and  Laurus Master Fund, Ltd. (the "Purchaser").

     This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date hereof, by and between the Purchaser and Texaurus Energy, Inc., a
Delaware  corporation  and a wholly owned subsidiary of the Company (as amended,
modified  or  supplemented  from  time  to  time,  the  "Securities  Purchase
Agreement"),  and  pursuant  to  the  Warrants  referred  to  therein.

     The  Company  and  the  Purchaser  hereby  agree  as  follows:

     1.  DEFINITIONS.  Capitalized  terms  used and not otherwise defined herein
that  are  defined  in the Securities Purchase Agreement shall have the meanings
given  such  terms  in  the  Securities  Purchase  Agreement.  As  used  in this
Agreement,  the  following  terms  shall  have  the  following  meanings:

     "Commission"  means  the  Securities  and  Exchange  Commission.

     "Common  Stock"  means  shares  of  the  Company's  common stock, par value
     $0.001  per  share.

     "Effectiveness  Date"  means  (i)  with respect to the initial Registration
Statement  required  to be filed hereunder, a date no later than one hundred and
eighty  (180)  days  following  the  date  hereof  and (ii) with respect to each
additional  Registration  Statement  required  to  be filed hereunder, a date no
later  than  thirty  (30)  days  following  the  applicable  Filing  Date.

     "Effectiveness  Period"  has  the  meaning  set  forth  in  Section  2(a).

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended,
     and  any  successor  statute.

     "Filing  Date"  means,  with  respect  to  (i)  the  shares of Common Stock
issuable  upon  exercise of any Warrant, the date which is sixty (60) days after
the  date  of  the issuance of such Warrant, and (ii) the shares of Common Stock
issuable  to  the  Holder as a result of adjustments to the Exercise Price, made
pursuant to the Warrant or otherwise, thirty (30) days after the occurrence such
event  or  the  date  of  the  adjustment  of  the  Exercise  Price.

     "Holder"  or  "Holders"  means  the  Purchaser  or any of its affiliates or
transferees  to  the  extent any of them hold Registrable Securities, other than
those  purchasing  Registrable  Securities  in  a  market  transaction.

     "Indemnified  Party"  has  the  meaning  set  forth  in  Section  5(c).

     "Indemnifying  Party"  has  the  meaning  set  forth  in  Section  5(c).

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     "Proceeding"  means  an  action,  claim,  suit, investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "Prospectus"  means  the  prospectus included in the Registration Statement
(including,  without  limitation,  a  prospectus  that  includes any information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance upon Rule 430A promulgated under the Securities Act), as
amended  or supplemented by any prospectus supplement, with respect to the terms
of  the  offering  of  any  portion of the Registrable Securities covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including  post-effective amendments, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in such Prospectus.

     "Registrable  Securities"  means the shares of Common Stock issued upon the
exercise  of  the  Warrants.

     "Registration  Statement"  means each registration statement required to be
filed hereunder, including the Prospectus therein, amendments and supplements to
such  registration  statement  or  Prospectus, including pre- and post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed  to  be  incorporated  by  reference  in  such  registration  statement.

     "Rule  144"  means  Rule  144 promulgated by the Commission pursuant to the
Securities  Act,  as  such Rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "Rule  415"  means  Rule  415 promulgated by the Commission pursuant to the
Securities  Act,  as  such Rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "Securities  Act"  means  the  Securities  Act of 1933, as amended, and any
     successor  statute.

     "Securities  Purchase  Agreement"  has  the  meaning  given to such term in
     the  Preamble  hereto.

     "Trading  Market"  means  any  of  the "Pink Sheets", NASD Over The Counter
Bulletin  Board,  NASDAQ Capital Market, the NASDAQ National Markets System, the
American  Stock  Exchange  or  the  New  York  Stock  Exchange.

     "Warrants"  means  the  Common Stock purchase warrants issued in connection
with the transactions contemplated by the Securities Purchase Agreement, whether
on  the  date  hereof  or  thereafter.

     2.  REGISTRATION.

          (a)  On or prior to the Filing Date the Company shall prepare and file
     with  the  Commission  a  Registration  Statement  covering the Registrable
     Securities  for  a  selling  stockholder  resale  offering  to be made on a
     continuous  basis pursuant to Rule 415. The Registration Statement shall be

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     on  Form  S-3  (except  if the Company is not then eligible to register for
     resale  the  Registrable  Securities  on  Form  S-3,  in  which  case  such
     registration  shall be on another appropriate form in accordance herewith).
     The Company shall cause each Registration Statement to become effective and
     remain effective as provided herein. The Company shall use its best efforts
     to  cause  each  Registration  Statement to be declared effective under the
     Securities Act as promptly as possible after the filing thereof, but in any
     event  no later than the Effectiveness Date. The Company shall use its best
     efforts  to  keep  each Registration Statement continuously effective under
     the Securities Act until the date which is the earlier date of when (i) all
     Registrable  Securities  have  been sold or (ii) all Registrable Securities
     covered  by  such  Registration  Statement  may be sold immediately without
     registration  under  the  Securities  Act  and  without volume restrictions
     pursuant  to  Rule  144(k),  as  determined  by  the counsel to the Company
     pursuant  to  a  written  opinion  letter  to  such  effect,  addressed and
     acceptable  to  the  Company's transfer agent and the affected Holders (the
     "Effectiveness  Period").

          (b)  Within three business days of the Effectiveness Date, the Company
     shall  cause  its  counsel  to issue a blanket opinion in the form attached
     hereto  as  Exhibit  A,  to  the transfer agent stating that the shares are
     subject  to an effective registration statement and can be reissued free of
     restrictive  legend upon notice of a sale by the Purchaser and confirmation
     by  the  Purchaser  that  it  has  complied  with  the  prospectus delivery
     requirements,  provided that the Company has not advised the transfer agent
     orally  or  in  writing  that the opinion has been withdrawn. Copies of the
     blanket  opinion  required  by  this Section 2(b) shall be delivered to the
     Purchaser  within  the  time  frame  set  forth  above.

     3.  REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the  Securities  Act,  the  Company  will,  as  expeditiously  as  possible:

          (a) prepare and file with the Commission a Registration Statement with
     respect  to such Registrable Securities, respond as promptly as possible to
     any  comments  received  from  the  Commission, and use its best efforts to
     cause  the  Registration  Statement  to become and remain effective for the
     Effectiveness  Period  with  respect  thereto,  and promptly provide to the
     Purchaser  copies of all filings and Commission letters of comment relating
     thereto;

          (b)  prepare  and  file  with  the  Commission  such  amendments  and
     supplements  to  the  Registration  Statement  and  the  Prospectus used in
     connection  therewith  as may be necessary to comply with the provisions of
     the  Securities  Act  with  respect  to  the disposition of all Registrable
     Securities  covered  by  such  Registration  Statement  and  to  keep  such
     Registration  Statement effective until the expiration of the Effectiveness
     Period  applicable  to  such  Registration  Statement;

          (c) furnish to the Purchaser such number of copies of the Registration
     Statement  and  the Prospectus included therein (including each preliminary
     Prospectus)  as  the  Purchaser  reasonably  may  request to facilitate the
     public  sale  or  disposition  of the Registrable Securities covered by the
     Registration  Statement;

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          (d)  use  its  best  efforts  to  register  or qualify the Purchaser's
     Registrable  Securities  covered  by  such Registration Statement under the
     securities  or  "blue  sky"  laws  of  such jurisdictions within the United
     States as the Purchaser may reasonably request, provided, however, that the
     Company  shall not for any such purpose be required to qualify generally to
     transact  business as a foreign corporation in any jurisdiction where it is
     not  so  qualified  or to consent to general service of process in any such
     jurisdiction;

          (e)  list  the  Registrable  Securities  covered  by such Registration
     Statement  with  any  securities  exchange on which the Common Stock of the
     Company  is  then  listed;

          (f)  immediately  notify  the  Purchaser at any time when a Prospectus
     relating  thereto  is required to be delivered under the Securities Act, of
     the  happening  of any event of which the Company has knowledge as a result
     of  which  the Prospectus contained in such Registration Statement, as then
     in  effect,  includes  an  untrue  statement of a material fact or omits to
     state  a  material  fact required to be stated therein or necessary to make
     the  statements  therein  not misleading in light of the circumstances then
     existing;  and

          (g)  make  available for inspection by the Purchaser and any attorney,
     accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
     available,  non-confidential  financial  and  other  records,  pertinent
     corporate  documents and properties of the Company, and cause the Company's
     officers,  directors  and  employees  to  supply  all  publicly  available,
     non-confidential  information  reasonably  requested  by  the  attorney,
     accountant  or  agent  of  the  Purchaser.

     4. REGISTRATION EXPENSES. All expenses relating to the Company's compliance
with  Sections  2  and 3 hereof, including, without limitation, all registration
and  filing  fees,  printing  expenses,  fees  and  disbursements of counsel and
independent  public  accountants  for  the Company, fees and expenses (including
reasonable  counsel  fees)  incurred  in  connection  with  complying with state
securities  or  "blue  sky"  laws,  fees  of  the  NASD, transfer taxes, fees of
transfer  agents  and  registrars,  fees  of, and disbursements incurred by, one
counsel  for  the  Holders,  are  called  "Registration  Expenses".  All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible  for  all  Registration  Expenses.

     5.  INDEMNIFICATION.

          (a) In the event of a registration of any Registrable Securities under
     the  Securities  Act pursuant to this Agreement, the Company will indemnify
     and hold harmless the Purchaser, and its officers, directors and each other
     person,  if  any,  who  controls  the  Purchaser  within the meaning of the
     Securities  Act,  against any losses, claims, damages or liabilities, joint
     or  several,  to  which  the  Purchaser, or such persons may become subject
     under  the  Securities  Act  or  otherwise, insofar as such losses, claims,
     damages  or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact  contained  in any Registration Statement under which such Registrable
     Securities  were  registered  under  the  Securities  Act  pursuant to this
     Agreement,  any  preliminary  Prospectus  or  final  Prospectus  contained

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     therein,  or  any  amendment  or supplement thereof, or arise out of or are
     based  upon  the  omission  or alleged omission to state therein a material
     fact  required  to  be  stated  therein or necessary to make the statements
     therein  not  misleading,  and  will reimburse the Purchaser, and each such
     person  for  any  reasonable  legal  or  other expenses incurred by them in
     connection  with  investigating  or defending any such loss, claim, damage,
     liability or action; provided, however, that the Company will not be liable
                          --------  -------
     in  any such case if and to the extent that any such loss, claim, damage or
     liability  arises  out  of  or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission so made in conformity with
     information  furnished  by or on behalf of the Purchaser or any such person
     in  writing  specifically  for  use  in  any  such  document.

          (b) In the event of a registration of the Registrable Securities under
     the Securities Act pursuant to this Agreement, the Purchaser will indemnify
     and  hold  harmless the Company, and its officers, directors and each other
     person,  if  any,  who  controls  the  Company  within  the  meaning of the
     Securities  Act,  against all losses, claims, damages or liabilities, joint
     or  several,  to which the Company or such persons may become subject under
     the Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities  (or actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any material fact which
     was  furnished in writing by the Purchaser to the Company expressly for use
     in  (and such information is contained in) the Registration Statement under
     which  such Registrable Securities were registered under the Securities Act
     pursuant  to this Agreement, any preliminary Prospectus or final Prospectus
     contained  therein, or any amendment or supplement thereof, or arise out of
     or  are  based  upon  the  omission  or alleged omission to state therein a
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein not misleading, and will reimburse the Company and each
     such  person for any reasonable legal or other expenses incurred by them in
     connection  with  investigating  or defending any such loss, claim, damage,
     liability  or  action, provided, however, that the Purchaser will be liable
                            --------  -------
     in  any  such  case  if  and  only to the extent that any such loss, claim,
     damage  or  liability arises out of or is based upon an untrue statement or
     alleged  untrue  statement  or  omission  or  alleged  omission  so made in
     conformity  with  information  furnished in writing to the Company by or on
     behalf  of  the  Purchaser  specifically  for  use  in  any  such document.
     Notwithstanding  the  provisions of this paragraph, the Purchaser shall not
     be  required  to  indemnify any person or entity in excess of the amount of
     the  aggregate  net  proceeds  received  by  the  Purchaser  in  respect of
     Registrable  Securities  in connection with any such registration under the
     Securities  Act.

          (c)  Promptly  after  receipt  by  a  party  entitled  to  claim
     indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of  the
     commencement  of  any  action, such Indemnified Party shall, if a claim for
     indemnification  in  respect  thereof  is to be made against a party hereto
     obligated  to  indemnify  such Indemnified Party (an "Indemnifying Party"),
     notify  the  Indemnifying  Party in writing thereof, but the omission so to
     notify the Indemnifying Party shall not relieve it from any liability which
     it  may  have  to such Indemnified Party other than under this Section 5(c)
     and  shall  only  relieve  it  from any liability which it may have to such
     Indemnified  Party  under  this  Section  5(c)  if  and  to  the extent the
     Indemnifying  Party is prejudiced by such omission. In case any such action

<PAGE>

     shall  be  brought  against  any  Indemnified Party and it shall notify the
     Indemnifying  Party  of  the  commencement  thereof, the Indemnifying Party
     shall  be  entitled  to participate in and, to the extent it shall wish, to
     assume  and undertake the defense thereof with counsel satisfactory to such
     Indemnified  Party,  and,  after notice from the Indemnifying Party to such
     Indemnified  Party  of  its election so to assume and undertake the defense
     thereof,  the  Indemnifying  Party  shall not be liable to such Indemnified
     Party  under this Section 5(c) for any legal expenses subsequently incurred
     by  such  Indemnified  Party in connection with the defense thereof; if the
     Indemnified Party retains its own counsel, then the Indemnified Party shall
     pay  all fees, costs and expenses of such counsel, provided, however, that,
                                                        --------  -------
     if the defendants in any such action include both the Indemnified Party and
     the  Indemnifying  Party  and  the  Indemnified Party shall have reasonably
     concluded  that  there may be reasonable defenses available to it which are
     different  from  or additional to those available to the Indemnifying Party
     or  if  the  interests of the Indemnified Party reasonably may be deemed to
     conflict  with  the  interests  of  the Indemnifying Party, the Indemnified
     Party  shall  have  the  right to select one separate counsel and to assume
     such  legal  defenses  and  otherwise to participate in the defense of such
     action,  with the reasonable expenses and fees of such separate counsel and
     other  expenses  related  to  such  participation  to  be reimbursed by the
     Indemnifying  Party  as  incurred.

          (d)  In  order  to  provide for just and equitable contribution in the
     event  of  joint  liability  under  the Securities Act in any case in which
     either (i) the Purchaser, or any officer, director or controlling person of
     the Purchaser, makes a claim for indemnification pursuant to this Section 5
     but it is judicially determined (by the entry of a final judgment or decree
     by  a  court of competent jurisdiction and the expiration of time to appeal
     or  the  denial  of the last right of appeal) that such indemnification may
     not  be  enforced in such case notwithstanding the fact that this Section 5
     provides  for  indemnification in such case, or (ii) contribution under the
     Securities  Act  may  be  required  on  the  part  of the Purchaser or such
     officer,  director  or controlling person of the Purchaser in circumstances
     for  which  indemnification  is provided under this Section 5; then, and in
     each  such  case,  the  Company  and  the  Purchaser will contribute to the
     aggregate  losses,  claims,  damages  or  liabilities  to which they may be
     subject  (after  contribution  from  others) in such proportion so that the
     Purchaser is responsible only for the portion represented by the percentage
     that  the  public  offering  price  of  its  securities  offered  by  the
     Registration Statement bears to the public offering price of all securities
     offered  by  such  Registration  Statement, provided, however, that, in any
                                                 --------  -------
     such  case, (A) the Purchaser will not be required to contribute any amount
     in excess of the public offering price of all such securities offered by it
     pursuant to such Registration Statement; and (B) no person or entity guilty
     of fraudulent misrepresentation (within the meaning of Section 10(f) of the
     Act) will be entitled to contribution from any person or entity who was not
     guilty  of  such  fraudulent  misrepresentation.

     6.  REPRESENTATIONS  AND  WARRANTIES.

          (a)  Except  as set forth in Schedule 6(a) hereto, the Common Stock is
     registered  pursuant  to  Section  12(b)  or 12(g) of the Exchange Act and,
     except  with  respect to certain matters which the Company has disclosed to
     the  Purchaser on Schedule 6 hereto, the Company has timely filed all proxy
     statements,  reports,  schedules,  forms,  statements  and  other documents
     required  to  be  filed by it under the Exchange Act. The Company has filed

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     (i)  its  Annual  Report on Form 10-KSB for its fiscal year ended September
     30,  2004  and  (ii)  its  Quarterly  Report  on Form 10-QSB for the fiscal
     quarters  ended  December  31,  2004,  March  31,  2005  and  June 30, 2005
     (collectively,  the "SEC Reports"). Each SEC Report was, at the time of its
     filing,  in  substantial compliance with the requirements of its respective
     form  and  none  of  the SEC Reports, nor the financial statements (and the
     notes  thereto)  included in the SEC Reports, as of their respective filing
     dates,  contained  any  untrue  statement  of a material fact or omitted to
     state  a  material  fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made,  not  misleading. The financial statements of the Company included in
     the  SEC Reports comply as to form in all material respects with applicable
     accounting  requirements  and  the  published  rules and regulations of the
     Commission  or other applicable rules and regulations with respect thereto.
     Such  financial  statements have been prepared in accordance with generally
     accepted  accounting  principles  ("GAAP")  applied  on  a consistent basis
     during  the  periods  involved (except (i) as may be otherwise indicated in
     such  financial  statements  or  the  notes  thereto or (ii) in the case of
     unaudited  interim statements, to the extent they may not include footnotes
     or  may  be  condensed)  and  fairly  present  in all material respects the
     financial  condition,  the  results of operations and the cash flows of the
     Company  and its subsidiaries, on a consolidated basis, as of, and for, the
     periods  presented  in  each  such  SEC  Report.

          (b)  The  Common  Stock is quoted for trading on the "Pink Sheets" and
     satisfies  all requirements for the continuation of such quotation, and the
     Company  shall  do  all  things  necessary  for  the  continuation  of such
     quotation.  The  Company  has not received any notice that its Common Stock
     will  no  longer  be  quoted on the "Pink Sheets" (except for prior notices
     which  have been fully remedied) or that the Common Stock does not meet all
     requirements  for  the  continuation  of  such  listing.

          (c)  Neither  the  Company,  nor any of its affiliates, nor any person
     acting  on  its or their behalf, has directly or indirectly made any offers
     or  sales of any security or solicited any offers to buy any security under
     circumstances  that would cause the Registrable Securities to be integrated
     with  prior  offerings  by  the  Company for purposes of the Securities Act
     which  would  prevent the Company from selling the Common Stock pursuant to
     Rule  506  under  the  Securities  Act,  or any applicable exchange-related
     stockholder  approval  provisions,  nor  will  the  Company  or  any of its
     affiliates  or  subsidiaries  take any action or steps that would cause the
     Registrable  Securities  to  be  integrated  with  other  offerings.

          (d)  The  Warrants  and the shares of Common Stock which the Purchaser
     may  acquire  pursuant  to the Warrants are all restricted securities under
     the  Securities  Act as of the date of this Agreement. The Company will not
     issue any stop transfer order or other order impeding the sale and delivery
     of  any  of  the  Registrable  Securities  at such time as such Registrable
     Securities are registered for public sale or an exemption from registration
     is  available,  except  as  required  by  federal or state securities laws.

          (e)  The  Company understands the nature of the Registrable Securities
     issuable  upon the exercise of the Warrant and recognizes that the issuance

<PAGE>

     of  such  Registrable  Securities may have a potential dilutive effect. The
     Company  specifically  acknowledges  that  its  obligation  to  issue  the
     Registrable  Securities  is  binding  upon  the  Company  and  enforceable
     regardless  of  the  dilution  such  issuance  may  have  on  the ownership
     interests  of  other  shareholders  of  the  Company.

          (f)  Except  for  agreements  made in the ordinary course of business,
     there  is  no  agreement  that has not been filed with the Commission as an
     exhibit  to  a  registration statement or to a form required to be filed by
     the Company under the Exchange Act, the breach of which could reasonably be
     expected  to  have  a  material  and  adverse effect on the Company and its
     subsidiaries,  or would prohibit or otherwise interfere with the ability of
     the  Company  to  enter  into and perform any of its obligations under this
     Agreement  in  any  material  respect.

          (g)  The  Company  will  at  all  times have authorized and reserved a
     sufficient  number  of  shares of Common Stock for the full exercise of the
     Warrants.

     7.  MISCELLANEOUS.

          (a)  REMEDIES. In the event of a breach by the Company or by a Holder,
     of any of their respective obligations under this Agreement, each Holder or
     the  Company, as the case may be, in addition to being entitled to exercise
     all  rights  granted by law and under this Agreement, including recovery of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.

          (b)  NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as  and  to the extent
     specified  in  Schedule  7(b)  hereto,  neither  the Company nor any of its
     security  holders (other than the Holders in such capacity pursuant hereto)
     may  include  securities of the Company in any Registration Statement other
     than  the  Registrable Securities, and the Company shall not after the date
     hereof  enter  into any agreement providing any such right for inclusion of
     shares in the Registration Statement to any of its security holders. Except
     as and to the extent specified in Schedule 7(b) hereto, the Company has not
     previously entered into any agreement granting any registration rights with
     respect to any of its securities to any person or entity that have not been
     fully  satisfied.

          (c)  COMPLIANCE.  Each Holder covenants and agrees that it will comply
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it  in  connection  with  sales  of  Registrable Securities
     pursuant  to  the  Registration  Statement.

          (d) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of
     such Registrable Securities that, upon receipt of a notice from the Company
     of  the  occurrence  of  a  Discontinuation  Event (as defined below), such
     Holder  will  forthwith  discontinue  disposition  of  such  Registrable
     Securities  under the applicable Registration Statement until such Holder's
     receipt  of  the  copies  of  the  supplemented  Prospectus  and/or amended
     Registration  Statement or until it is advised in writing (the "Advice") by
     the  Company that the use of the applicable Prospectus may be resumed, and,
     in  either  case,  has  received  copies  of any additional or supplemental
     filings  that are incorporated or deemed to be incorporated by reference in
     such  Prospectus  or  Registration  Statement.  The  Company  may  provide

<PAGE>

     appropriate  stop  orders  to enforce the provisions of this paragraph. For
     purposes  of  this Agreement, a "Discontinuation Event" shall mean (i) when
     the  Commission  notifies  the  Company whether there will be a "review" of
     such Registration Statement and whenever the Commission comments in writing
     on such Registration Statement (the Company shall provide true and complete
     copies  thereof  and all written responses thereto to each of the Holders);
     (ii)  any  request  by  the  Commission  or  any  other  Federal  or  state
     governmental  authority  for amendments or supplements to such Registration
     Statement  or  Prospectus or for additional information; (iii) the issuance
     by  the  Commission  of any stop order suspending the effectiveness of such
     Registration Statement covering any or all of the Registrable Securities or
     the initiation of any Proceedings for that purpose; (iv) the receipt by the
     Company  of  any  notification  with  respect  to  the  suspension  of  the
     qualification  or  exemption  from  qualification of any of the Registrable
     Securities  for  sale in any jurisdiction, or the initiation or threatening
     of  any Proceeding for such purpose; and/or (v) the occurrence of any event
     or  passage  of  time  that makes the financial statements included in such
     Registration  Statement  ineligible  for inclusion therein or any statement
     made  in  such  Registration  Statement  or  Prospectus  or  any  document
     incorporated  or  deemed  to be incorporated therein by reference untrue in
     any  material  respect  or that requires any revisions to such Registration
     Statement,  Prospectus  or  other  documents  so  that, in the case of such
     Registration  Statement  or  Prospectus,  as  the  case may be, it will not
     contain  any  untrue  statement  of  a  material  fact or omit to state any
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein,  in  light  of the circumstances under which they were
     made,  not  misleading.

          (e)  PIGGY-BACK  REGISTRATIONS.  If  at any time after the date hereof
     there  is  not  an  effective  Registration  Statement  covering all of the
     Registrable  Securities and the Company shall determine to prepare and file
     with  the  Commission  a registration statement relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its  equity  securities,  other  than  on  Form  S-4  or  Form S-8 (each as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any  entity  or  business  or equity securities issuable in connection with
     stock  option  or other employee benefit plans, then the Company shall send
     to  each Holder written notice of such determination and, if within fifteen
     (15) days after receipt of such notice, any such Holder shall so request in
     writing,  the  Company  shall include in such registration statement all or
     any  part  of  such  Registrable  Securities  such  Holder  requests  to be
     registered  to  the  extent  the  Company  may  do  so  without  violating
     registration rights of others which exist as of the date of this Agreement,
     subject  to  customary  underwriter  cutbacks  applicable to all holders of
     registration  rights  and  subject to obtaining any required consent of any
     selling stockholder(s) to such inclusion under such registration statement.

          (f)  AMENDMENTS  AND  WAIVERS.  The  provisions  of  this  Agreement,
     including  the provisions of this sentence, may not be amended, modified or
     supplemented,  and  waivers  or  consents to departures from the provisions
     hereof  may not be given, unless the same shall be in writing and signed by
     the Company and the Holders of the then outstanding Registrable Securities.
     Notwithstanding  the  foregoing,  a  waiver  or  consent to depart from the
     provisions  hereof with respect to a matter that relates exclusively to the

<PAGE>

     rights  of  certain Holders and that does not directly or indirectly affect
     the  rights of other Holders may be given by Holders of at least a majority
     of  the  Registrable  Securities  to  which such waiver or consent relates;
     provided, however, that the provisions of this sentence may not be amended,
     --------  -------
     modified,  or  supplemented except in accordance with the provisions of the
     immediately  preceding  sentence.

          (g)  NOTICES.  Any  notice  or  request  hereunder may be given to the
     Company  or the Purchaser at the respective addresses set forth below or as
     may  hereafter  be  specified in a notice designated as a change of address
     under  this Section 7(g). Any notice or request hereunder shall be given by
     registered  or  certified  mail,  return  receipt requested, hand delivery,
     overnight  mail,  Federal  Express  or  other  national  overnight next day
     carrier  (collectively, "Courier") or telecopy (confirmed by mail). Notices
     and  requests  shall  be,  in the case of those by hand delivery, deemed to
     have been given when delivered to any party to whom it is addressed, in the
     case  of  those  by mail or overnight mail, deemed to have been given three
     (3)  business  days  after  the date when deposited in the mail or with the
     overnight  mail  carrier,  in  the case of a Courier, the next business day
     following timely delivery of the package with the Courier, and, in the case
     of  a  telecopy,  when  confirmed.  The  address  for  such  notices  and
     communications  shall  be  as  follows:

           If to the Company:             Texhoma Energy, Inc.
                                          2411 Fountainview Drive, Suite 120
                                          Houston, Texas 77057
                                          Attention:     Chief Financial Officer
                                          Facsimile:     604-683-2883

                                          with a copy to:

                                          David M. Loev, Esq.
                                          Attorney at Law
                                          2777 Allen Parkway
                                          Suite 1000
                                          Houston, Texas 77019
                                          Attention:     David M. Loev, Esq.
                                          Facsimile:     713-524-4122

If to a Purchaser:                        To  the  address  set  forth  under
                                          such  Purchaser  name  on  the
                                          signature  pages  hereto.

If to any other Person who is
then the registered Holder:               To  the  address  of  such  Holder
                                          as it appears in the stock transfer
                                          books  of  the  Company

or  such  other  address as may be designated in writing hereafter in accordance
with  this  Section  7(g)  by  such  Person.

          (h)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
     of  and be binding upon the successors and permitted assigns of each of the
     parties  and shall inure to the benefit of each Holder. The Company may not
     assign  its  rights  or  obligations  hereunder  without  the prior written
     consent  of  each  Holder.  Each  Holder may assign their respective rights
     hereunder.

          (i)  EXECUTION AND COUNTERPARTS. This Agreement may be executed in any
     number  of  counterparts, each of which when so executed shall be deemed to

<PAGE>

     be  an  original  and, all of which taken together shall constitute one and
     the  same  agreement.  In  the  event  that  any  signature is delivered by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of  the  party  executing (or on whose behalf such signature is
     executed)  the  same  with  the  same force and effect as if such facsimile
     signature  were  the  original  thereof.

          (j)  GOVERNING  LAW,  JURISDICTION  AND  WAIVER  OF  JURY  TRIAL. THIS
     AGREEMENT  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 LAW.
     The  Company  hereby  consents  and agrees that the state or federal courts
     located  in  the County of New York, State of New York shall have exclusion
     jurisdiction  to  hear and determine any Proceeding between the Company, on
     the  one  hand,  and  the  Purchaser, on the other hand, pertaining to this
     Agreement  or  to  any  matter arising out of or related to this Agreement;
     provided,  that  the Purchaser and the Company acknowledge 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 Agreement shall be deemed or operate to preclude the Purchaser from
     bringing a Proceeding 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 the Purchaser. The
     Company  expressly  submits and consents in advance to such jurisdiction in
     any  Proceeding  commenced in any such court, and the Company hereby waives
     any  objection  which it may have based upon lack of personal jurisdiction,
     improper  venue or forum non conveniens. The Company hereby waives personal
                        --------------------
     service  of  the  summons,  complaint  and other process issued in any such
     Proceeding  and  agrees  that  service of such summons, complaint and other
     process  may  be  made  by  registered  or  certified mail addressed to the
     Company  at  the address set forth in Section 7(g) and that service so made
     shall  be deemed completed upon the earlier of the Company's actual receipt
     thereof  or  three (3) days after deposit in the U.S. mails, proper postage
     prepaid.  The  parties  hereto  desire that their disputes be resolved by a
     judge  applying  such  applicable  laws.  Therefore,  to  achieve  the best
     combination  of the benefits of the judicial system and of arbitration, the
     parties  hereto waive all rights to trial by jury in any Proceeding brought
     to  resolve  any  dispute,  whether arising in contract, tort, or otherwise
     between  the  Purchaser  and/or the Company arising out of, connected with,
     related  or  incidental  to  the  relationship  established between then in
     connection  with  this  Agreement.  If either party hereto shall commence a
     Proceeding  to  enforce  any  provisions  of this Agreement, the Securities
     Purchase  Agreement  or  any  other  Related Agreement, then the prevailing
     party  in  such  Proceeding  shall be reimbursed by the other party for its
     reasonable  attorneys'  fees and other costs and expenses incurred with the
     investigation,  preparation  and  prosecution  of  such  Proceeding.

<PAGE>

          (k)  CUMULATIVE  REMEDIES. The remedies provided herein are cumulative
     and  not  exclusive  of  any  remedies  provided  by  law.

          (l)  SEVERABILITY.  If any term, provision, covenant or restriction of
     this  Agreement is held by a court of competent jurisdiction to be invalid,
     illegal,  void  or  unenforceable,  the remainder of the terms, provisions,
     covenants  and restrictions set forth herein shall remain in full force and
     effect  and  shall  in no way be affected, impaired or invalidated, and the
     parties  hereto  shall  use  their reasonable efforts to find and employ an
     alternative  means  to achieve the same or substantially the same result as
     that  contemplated  by such term, provision, covenant or restriction. It is
     hereby stipulated and declared to be the intention of the parties that they
     would  have  executed  the  remaining  terms,  provisions,  covenants  and
     restrictions  without  including any of such that may be hereafter declared
     invalid,  illegal,  void  or  unenforceable.

          (m)  HEADINGS.  The  headings in this Agreement are for convenience of
     reference  only and shall not limit or otherwise affect the meaning hereof.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.


TEXHOMA  ENERGY,  INC.                       LAURUS  MASTER  FUND,  LTD.


By: /s/ Frank A. Jacobs                       By: /s/ Eugene Grin
   ----------------------------                 -------------------------------

Name: Frank A. Jacobs                        Name: Eugene Grin
     --------------------------                   -----------------------------

Title: Director                              Title: Director
      -------------------------                   -----------------------------

                                             Address  for  Notices:

                                             825  Third  Avenue,  14th  Floor
                                             New  York,  NY  10022
                                             Attention:  David  Grin
                                             Facsimile:  212-541-4434

<PAGE>