Exhibit 10.9



                            LAURUS MASTER FUND, LTD.
                          825 Third Avenue, 14th Floor
                            New York, New York 10022



March    ,  2006
     ----

Texaurus Energy, Inc.
2411 Fountainveiw, #120
Houston, Texas 77057
Attn:  Chief Financial Officer

     Re:  Restricted  Account:  Account  Number  270-405-7476,  Account  Name:
     Texaurus  Energy,  Inc.,  maintained  at North Fork Bank (the "Restricted
     Account").



     Reference  is made to (i) that certain Securities Purchase Agreement, dated
as  of  the date hereof (as amended, modified or supplemented from time to time,
the  "Purchase  Agreement"),  by  and  between Texaurus Energy, Inc., a Delaware
corporation  (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and
(ii)  that certain Restricted Account Agreement, dated as of the date hereof (as
amended,  modified  or  supplemented  from time to time, the "Restricted Account
Agreement"),  by and among the Company, Laurus and North Fork Bank (the "Bank").
Capitalized  terms  used but not defined herein shall have the meanings ascribed
them  in  the  Purchase  Agreement  or  the  Restricted  Account  Agreement,  as
applicable.  The  Company  is  required to place $2,669,234.65 in the Restricted
Account,  and,  subject to the provisions of this letter, the Purchase Agreement
and any Related Agreement, maintain such amount in the Restricted Account for as
long  as  the  Purchaser  shall have any obligations owing by the Company to the
Purchaser  and to assign the Restricted Account for the benefit of the Purchaser
as  security  for the performance of the Company's obligations to the Purchaser.

     The  Purchaser  and the Company desire to clarify certain aspects regarding
the  use  of  funds  contained  in  the  Restricted  Account,  and  for  good
consideration,  the  receipt  and sufficiency of which is here acknowledged, the
Company  and the Purchaser agree that the Company may request that the Purchaser
direct  the  Bank  to release all or any portion of the amounts contained in the
Restricted  Account following (or in connection with) the consummation of one or
more acquisitions by the Company of oil and gas assets . Such a release referred
to  in  the immediately preceding sentence shall be subject (in all respects) to
the  Purchaser's  evaluation  of  all  factors  that  it  considers (in its sole
discretion)  relevant  at  the  time  of  such  requested release, including its
determination (i) of the relative benefit of such acquisition to the Company and
(ii)  of the overall performance (financial or otherwise) of the Company at such
time.  The  Purchaser  shall  not  be under any obligation to release any amount
pursuant  to  this  paragraph  and  the  release of such amounts shall be in the
Purchaser's  sole  and  absolute  discretion.

<PAGE>

     This letter may not be amended or waived except by an instrument in writing
signed  by  the  Company  and  the Purchaser. This letter may be executed in any
number  of  counterparts,  each  of which shall be an original and all of which,
when  taken  together,  shall  constitute one agreement. Delivery of an executed
signature  page  of  this letter by facsimile transmission shall be effective as
delivery  of  a manually executed counterpart hereof or thereof, as the case may
be. This letter shall be governed by, and construed in accordance with, the laws
of  the  State  of New York. This letter sets forth the entire agreement between
the  parties  hereto  as to the matters set forth herein and supersede all prior
communications,  written  or  oral,  with  respect  to  the  matters  herein.

     If the foregoing meets with your approval please signify your acceptance of
the  terms  hereof  by  signing  below.


                                        Signed,


                                        LAURUS  MASTER  FUND,  LTD.

                                        By: /s/ Eugene Grin
                                           --------------------------------
                                           Name: Eugene Grin
                                           Title: Director

Agreed  and  Accepted  this 23 day  of  March,  2006.

TEXAURUS  ENERGY,  INC.

By: /s/ Frank A. Jacobs
   ----------------------------
   Name: Frank A. Jacobs
   Title: Director

<PAGE>