Exhibit 10.4


                                SECURED TERM NOTE
                                -----------------

     FOR  VALUE  RECEIVED,  TEXAURUS  ENERGY,  INC., a Delaware corporation (the
"COMPANY"),  promises  to  pay  to  LAURUS  MASTER FUND, LTD., c/o M&C Corporate
Services  Limited,  P.O.  Box  309 GT, Ugland House, South Church Street, George
Town,  Grand  Cayman,  Cayman  Islands,  Fax: 345-949-8080 (the "HOLDER") or its
registered  assigns  or  successors  in  interest, the sum of Eight Million Five
Hundred  Thousand  Dollars  ($8,500,000),  together  with any accrued and unpaid
interest hereon, on March   , 2009 (the "MATURITY DATE") if not sooner paid. The
                         ---
original  principal  amount of this Note subject to amortizing payments pursuant
to  Section  1.2  hereof is hereinafter referred to as the "AMORTIZING PRINCIPAL
AMOUNT"  and the remaining original principal amount of this Note is hereinafter
referred  to  as  the  "NON-AMORTIZING  PRINCIPAL  AMOUNT."

     Capitalized  terms  used  herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the  date hereof by and between the Company and the Holder (as amended, modified
and/or  supplemented  from  time  to  time,  the  "PURCHASE  AGREEMENT").

     The  principal  amount  of  this  Note  that is contained in the Restricted
Account  (as  defined  in  the  Restricted  Account Agreement referred to in the
Purchase  Agreement)  on the date of the issuance of this Note is $2,669,234.65.

          The  following  terms  shall  apply  to  this  Secured Term Note (this
          "NOTE"):

                                    ARTICLE 1
                         CONTRACT RATE AND AMORTIZATION

          1.1  Contract Rate. Subject to Sections 4.2 and 5.10, interest payable
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     on  the  outstanding principal amount of this Note (the "PRINCIPAL AMOUNT")
     shall accrue at a rate per annum equal to the "PRIME RATE" published in The
                                                                             ---
     Wall  Street Journal from time to time (the "PRIME RATE"), plus two percent
     --------------------
     (2.0%)  (the  "CONTRACT  RATE").  The  Contract  Rate shall be increased or
     decreased  as  the  case  may be for each increase or decrease in the Prime
     Rate  in  an  amount  equal to such increase or decrease in the Prime Rate;
     each  change to be effective as of the day of the change in the Prime Rate.
     The  Contract Rate shall not at any time be less than eight percent (8.0%).
     Interest  shall  be (i) calculated on the basis of a 360 day year, and (ii)
     payable  monthly,  in  arrears,  commencing  on April 1, 2006, on the first
     business  day  of  each  consecutive  calendar month thereafter through and
     including  the  Maturity  Date,  and  on  the  Maturity  Date,  whether  by
     acceleration or otherwise. Accrued interest on the Non-Amortizing Principal
     Amount  shall be payable only on the Maturity Date, whether by acceleration
     or  otherwise.

          1.2 Principal Payments. Amortizing payments of the aggregate principal
              ------------------
     amount  outstanding under this Note not contained in the Restricted Account
     (as  defined  in  the  Restricted  Account  Agreement)  at  any  time  (the
     "PRINCIPAL AMOUNT") shall be made by the Company on June 1, 2006 and on the
     first  business  day  of  each  succeeding  month  thereafter  through  and
     including  the  Maturity  Date  (each,  an "AMORTIZATION DATE"). Subject to
     Article  III  below, commencing on the first Amortization Date, the Company

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     shall  make  monthly  payments  to  the  Holder  on  each Amortization Date
     equal to the Amortization Amount. Any outstanding Principal Amount together
     with  any  accrued and unpaid interest and any and all other unpaid amounts
     which  are  then  owing  by  the Company to the Holder under this Note, the
     Purchase  Agreement  and/or  any  other  Related Agreement shall be due and
     payable  on  the  Maturity Date. For purposes of this Section, (a) the term
     "AMORTIZATION  AMOUNT"  shall  mean  an  amount  equal  to  the Net Revenue
     relating  to  all  oil and gas properties of the Company (collectively, the
     "OIL  AND GAS PROPERTIES") for the calendar month immediately preceding the
     Amortization  Date and (b) "NET REVENUE" shall mean eighty percent (80%) of
     the  gross proceeds paid to the Company in respect of oil, gas and/or other
     hydrocarbon  production in which the Company has an interest whether or not
     such  proceeds are remitted to the lockbox account and/or any other blocked
     account  established  by  the  Company  in connection with the transactions
     contemplated  hereby.

                                    ARTICLE 2
                                EVENTS OF DEFAULT

          2.1  Events  of Default. The occurrence of any of the following events
               ------------------
     set  forth in this Section 4.1 shall constitute an event of default ("EVENT
     OF  DEFAULT")  hereunder:

               (a)  Failure  to  Pay.  The  Company  fails  to  pay when due any
                    ----------------
          installment  of principal, interest or other fees hereon in accordance
          herewith,  or  the  Company  fails to pay any of the other Obligations
          (under and as defined in the Master Security Agreement) when due, and,
          in  any  such  case, such failure shall continue for a period of three
          (3)  days  following  the  date  upon  which any such payment was due.

               (b)  Breach  of  Covenant. The Company or any of its Subsidiaries
                    --------------------
          breaches  any  covenant or any other term or condition of this Note in
          any  material  respect  and such breach, if subject to cure, continues
          for  a  period  of  fifteen  (15)  days  after the occurrence thereof.

               (c) Breach of Representations and Warranties. Any representation,
                   ----------------------------------------
          warranty  or  statement made or furnished by Texhoma Energy, Inc. (the
          "Parent"), the Company, any of its Subsidiaries or any guarantor (each
          a  "Guarantor")  issuing  to  the  Holder a guaranty agreement (each a
          "Guaranty")  in connection with the transaction contemplated hereby in
          this Note, the Purchase Agreement or any other Related Agreement shall
          at any time be false or misleading in any material respect on the date
          as  of  which  made  or  deemed  made.

               (d) Default Under Other Agreements. The occurrence of any default
                   ------------------------------
          (or  similar  term)  in  the  observance  or  performance of any other
          agreement  or  condition  relating  to  any indebtedness or contingent
          obligation,  in  each  case  in  an  aggregate amount of not less than
          $50,000,  of the Parent, the Company or any of its Subsidiaries beyond
          the period of grace (if any), the effect of which default is to cause,
          or permit the holder or holders of such indebtedness or beneficiary or
          beneficiaries  of  such  contingent  obligation  to  cause,  such
          indebtedness  to  become  due  prior  to  its  stated maturity or such
          contingent  obligation  to  become  payable;

               (e)  Material Adverse Effect. Any change or the occurrence of any
                    -----------------------
          event  which  could  reasonably be expected to have a Material Adverse
          Effect;

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               (f)  Bankruptcy. The Parent, the Company, any of its Subsidiaries
                    ----------
          or  any  Guarantor  shall (i) apply for, consent to or suffer to exist
          the  appointment  of,  or  the  taking  of  possession by, a receiver,
          custodian,  trustee or liquidator of itself or of all or a substantial
          part  of  its property, (ii) make a general assignment for the benefit
          of  creditors,  (iii)  commence  a  voluntary  case  under the federal
          bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a
          bankrupt  or  insolvent, (v) file a petition seeking to take advantage
          of  any  other law providing for the relief of debtors, (vi) acquiesce
          to,  without  challenge within ten (10) days of the filing thereof, or
          failure to have dismissed, within thirty (30) days, any petition filed
          against  it  in  any  involuntary  case under such bankruptcy laws, or
          (vii)  take  any  action  for  the  purpose  of  effecting  any of the
          foregoing;

               (g)  Judgments. Attachments or levies in excess of $50,000 in the
                    ---------
          aggregate  are  made upon the Parent, the Company, or its Subsidiary's
          or  any  Guarantor's  assets  or  a  judgment  is rendered against the
          Company's,  any  of  its  Subsidiary's  or  any  Guarantor's  property
          involving  a  liability of more than $50,000 which shall not have been
          vacated, discharged, stayed or bonded within thirty (30) days from the
          entry  thereof;

               (h)  Insolvency. The Parent or the Company or any Guarantor shall
                    ----------
          admit  in  writing  its  inability, or be generally unable, to pay its
          debts  as they become due or cease operations of its present business;

               (i)  Change  of  Control.  A Change of Control (as defined below)
                    -------------------
          shall  occur  with  respect  to  the Company, unless Holder shall have
          expressly consented to such Change of Control in writing. A "CHANGE OF
          CONTROL" shall mean any event or circumstance as a result of which (i)
          any  "PERSON"  or "GROUP" (as such terms are defined in Sections 13(d)
          and 14(d) of the Exchange Act, as in effect on the date hereof), other
          than  the  Holder, is or becomes the "BENEFICIAL OWNER" (as defined in
          Rules  13(d)-3  and  13(d)-5  under  the  Exchange  Act),  directly or
          indirectly,  of  35%  or  more  on  a  fully diluted basis of the then
          outstanding  voting  equity  interest  of  the  Company  (other than a
          "PERSON"  or  "GROUP"  that  beneficially  owns  35%  or  more of such
          outstanding  voting  equity  interests  of  the  Company  on  the date
          hereof),  (ii)  unless the Holder provides its written consent thereto
          (which  shall not be unreasonably withheld), the Board of Directors of
          the  Company  shall  cease  to  consist of a majority of the Company's
          board  of  directors  on  the date hereof (or directors appointed by a
          majority of the board of directors in effect immediately prior to such
          appointment) or (iii) the Company or any of its Subsidiaries merges or
          consolidates with, or sells all or substantially all of its assets to,
          any  other  person  or  entity;

               (j)  Indictment;  Proceedings.  The  indictment  or  threatened
                    ------------------------
          indictment  of the Parent, the Company, any of its Subsidiaries or any
          Guarantor  or  any executive officer of the Parent, the Company or any
          of  its  Subsidiaries  under  any criminal statute, or commencement or
          threatened  commencement  of  criminal or civil proceeding against the
          Parent,  the  Company, any of its Subsidiaries or any Guarantor or any
          executive  officer of the Parent, the Company, any of its Subsidiaries
          or  any Guarantor pursuant to which statute or proceeding penalties or
          remedies sought or available include forfeiture of any of the property
          of  the  Company,  any  of  its  Subsidiaries  or  any  Guarantor;  or

<PAGE>

               (k)  The  Purchase Agreement and Related Agreements. (i) An Event
                    ----------------------------------------------
          of  Default shall occur under and as defined in the Purchase Agreement
          or  any  other  Related  Agreement (including, without limitation, the
          breach  by  any  Guarantor of any provision of any Guaranty), (ii) the
          Parent,  the  Company,  any of its Subsidiaries or any Guarantor shall
          breach  any  term  or provision of the Purchase Agreement or any other
          Related  Agreement in any material respect and such breach, if capable
          of  cure, continues unremedied for a period of fifteen (15) days after
          the  occurrence  thereof,  (iii)  the  Parent, the Company, any of its
          Subsidiaries  or  any  Guarantor attempts to terminate, challenges the
          validity  of,  or  its  liability under, the Purchase Agreement or any
          Related  Agreement,  (iv) any proceeding shall be brought to challenge
          the  validity, binding effect of the Purchase Agreement or any Related
          Agreement  or  (v)  the  Purchase  Agreement  or any Related Agreement
          ceases  to  be  a  valid,  binding  and  enforceable obligation of the
          Parent,  the Company, any of its Subsidiaries or any Guarantor (to the
          extent  such  persons  or  entities  are  a  party  thereto).

          2.2  Default  Interest.  Following  the  occurrence  and  during  the
               -----------------
     continuance  of  an  Event  of  Default,  the  Company shall pay additional
     interest on this Note in an amount equal to two percent (2%) per month, and
     all  outstanding  obligations  under  this Note, the Purchase Agreement and
     each  other Related Agreement, including unpaid interest, shall continue to
     accrue  interest  at  such  additional  interest rate from the date of such
     Event  of  Default until the date such Event of Default is cured or waived.

          2.3  Default  Payment.  Following  the  occurrence  and  during  the
               ----------------
     continuance  of  an Event of Default, the Holder, at its option, may demand
     repayment  in  full  of all obligations and liabilities owing by Company to
     the Holder under this Note, the Purchase Agreement and/or any other Related
     Agreement  and/or  may elect, in addition to all rights and remedies of the
     Holder  under  the  Purchase Agreement and the other Related Agreements and
     all obligations and liabilities of the Company under the Purchase Agreement
     and  the other Related Agreements, to require the Company to make a Default
     Payment  ("DEFAULT  PAYMENT").  The  Default  Payment  shall be 130% of the
     outstanding principal amount of the Note, plus accrued but unpaid interest,
     all  other  fees  then  remaining  unpaid,  and  all  other amounts payable
     hereunder.  The  Default Payment shall be applied first to any fees due and
     payable to the Holder pursuant to this Note, the Purchase Agreement, and/or
     the  other  Related  Agreements, then to accrued and unpaid interest due on
     this  Note  and then to the outstanding principal balance of this Note. The
     Default  Payment  shall be due and payable immediately on the date that the
     Holder  has  exercised  its  rights  pursuant  to  this  Section  2.3.

                                    ARTICLE 3
                                  MISCELLANEOUS

          3.1  Cumulative  Remedies.  The  remedies  under  this  Note  shall be
               --------------------
     cumulative.


          3.2  Failure or Indulgence Not Waiver. No failure or delay on the part
               --------------------------------
     of  the  Holder  hereof  in  the  exercise of any power, right or privilege
     hereunder  shall  operate  as  a  waiver  thereof,  nor shall any single or
     partial  exercise  of  any such power, right or privilege preclude other or
     further  exercise  thereof  or  of any other right, power or privilege. All
     rights and remedies existing hereunder are cumulative to, and not exclusive
     of,  any  rights  or  remedies  otherwise  available.

<PAGE>

          3.3 Notices. Any notice herein required or permitted to be given shall
              -------
     be  in  writing  and  shall  be deemed effectively given: (a) upon personal
     delivery  to  the  party  notified,  (b)  when  sent  by confirmed telex or
     facsimile  if  sent  during normal business hours of the recipient, if not,
     then  on  the  next  business  day, (c) five days after having been sent by
     registered or certified mail, return receipt requested, postage prepaid, or
     (d)  one  day after deposit with a nationally recognized overnight courier,
     specifying  next  day  delivery,  with written verification of receipt. All
     communications  shall be sent to the Company at the address provided in the
     Purchase  Agreement  executed  in connection herewith, and to the Holder at
     the address provided in the Purchase Agreement for such Holder, with a copy
     to  John  E. Tucker, Esq., 825 Third Avenue, 14th Floor, New York, New York
     10022,  facsimile  number  (212)  541-4434, or at such other address as the
     Company  or  the Holder may designate by ten days advance written notice to
     the other parties hereto. A Notice of Conversion shall be deemed given when
     made  to  the  Company  pursuant  to  the  Purchase  Agreement.

          3.4  Amendment  Provision. The term "NOTE" and all references thereto,
               --------------------
     as  used  throughout  this  instrument,  shall  mean  this  instrument  as
     originally  executed,  or  if  later  amended  or  supplemented, then as so
     amended  or  supplemented,  and  any successor instrument as such successor
     instrument  may  be  amended  or  supplemented.

          3.5 Assignability. This Note shall be binding upon the Company and its
              -------------
     successors  and  assigns,  and shall inure to the benefit of the Holder and
     its successors and assigns, and may be assigned by the Holder in accordance
     with the requirements of the Purchase Agreement. The Company may not assign
     any of its obligations under this Note without the prior written consent of
     the  Holder,  any such purported assignment without such consent being null
     and  void.

          3.6  Cost  of  Collection.  In case of any Event of Default under this
               --------------------
     Note,  the  Company  shall  pay  the Holder reasonable costs of collection,
     including  reasonable  attorneys'  fees.

          3.7  Governing  Law,  Jurisdiction  and  Waiver  of  Jury  Trial.
                -----------------------------------------------------------

               (a)  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
          ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
          PRINCIPLES  OF  CONFLICTS  OF  LAW.

               (b)  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 EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
          DISPUTES  BETWEEN THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE
          OTHER  HAND,  PERTAINING  TO  THIS  NOTE  OR  ANY OF THE OTHER RELATED
          AGREEMENTS  OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR
          ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY 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 NOTE SHALL BE DEEMED OR OPERATE
          ----------------
          TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
          IN  ANY  OTHER  JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON

<PAGE>

          THE  COLLATERAL  OR  ANY  OTHER  SECURITY  FOR  THE OBLIGATIONS, OR TO
          ENFORCE  A  JUDGMENT  OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE
          COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
          IN  ANY  ACTION  OR  SUIT 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  ACTION  OR SUIT 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 THE PURCHASE AGREEMENT 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.

               (c)  THE COMPANY DESIRES THAT ITS 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  COMPANY  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  THE  HOLDER  AND THE COMPANY
          ARISING  OUT  OF,  CONNECTED  WITH,  RELATED  OR  INCIDENTAL  TO  THE
          RELATIONSHIP  ESTABLISHED  BETWEEN  THEM IN CONNECTION WITH THIS NOTE,
          ANY  OTHER  RELATED  AGREEMENT  OR  THE TRANSACTIONS RELATED HERETO OR
          THERETO.

          3.8  Severability.  In  the  event  that any provision of this Note is
               ------------
     invalid  or unenforceable under any applicable statute or rule of law, then
     such  provision  shall  be  deemed  inoperative  to  the extent that it may
     conflict  therewith  and  shall  be  deemed  modified  to conform with such
     statute  or  rule  of  law.  Any  such provision which may prove invalid or
     unenforceable under any law shall not affect the validity or enforceability
     of  any  other  provision  of  this  Note.

          3.9  Maximum  Payments.  Nothing  contained  herein shall be deemed to
               -----------------
     establish  or require the payment of a rate of interest or other charges in
     excess  of  the  maximum permitted by applicable law. In the event that the
     rate  of interest required to be paid or other charges hereunder exceed the
     maximum  rate permitted by such law, any payments in excess of such maximum
     rate  shall  be  credited against amounts owed by the Company to the Holder
     and  thus  refunded  to  the  Company.

          3.10  Security  Interest,  Guarantee and Mortgage. The Holder has been
                -------------------------------------------
     granted  a  security  interest (i) in certain assets of the Company and the
     Parent as more fully described in the Master Security Agreement dated as of
     the  date hereof, (ii) in the equity interests of the Parent in the Company
     pursuant  to  the  Stock  Pledge  Agreement dated as of the date hereof and
     (iii)  in the oil and gas properties of the Company pursuant to one or more

<PAGE>

     mortgages dated as of the date hereof. The obligations of the Company under
     this Note are guaranteed by the Parent pursuant to the Guaranty dated as of
     the  date  hereof.

          3.11  Construction.  Each  party  acknowledges  that its legal counsel
                ------------
     participated  in  the  preparation  of this Note and, therefore, stipulates
     that  the  rule of construction that ambiguities are to be resolved against
     the  drafting party shall not be applied in the interpretation of this Note
     to  favor  any  party  against  the  other.

          3.12  Registered  Obligation. This Note is intended to be a registered
                ----------------------
     obligation  within  the  meaning  of  Treasury  Regulation  Section
     1.871-14(c)(1)(i)  and  the Company (or its agent) shall register this Note
     (and  thereafter shall maintain such registration) as to both principal and
     any  stated interest. Notwithstanding any document, instrument or agreement
     relating  to this Note to the contrary, transfer of this Note (or the right
     to  any  payments  of  principal or stated interest thereunder) may only be
     effected  by  (i)  surrender  of this Note and either the reissuance by the
     Company  of this Note to the new holder or the issuance by the Company of a
     new  instrument  to  the  new holder, or (ii) transfer through a book entry
     system  maintained  by  the  Company  (or its agent), within the meaning of
     Treasury  Regulation  Section  1.871-14(c)(1)(i)(B).

       [Balance of page intentionally left blank; signature page follows]

<PAGE>

IN  WITNESS  WHEREOF, the Company has caused this Secured Term Note to be signed
in  its  name  effective  as  of  this 23 day  of  March  2006.


                                   TEXAURUS  ENERGY,  INC.


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

WITNESS:

/s/ Dale Wilcox
------------------------------

Dale Wilcox
Barrister & Solicitor
Suite 1910-777 Hornby Street
Vancounver, B.C. V6Z 1S4

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