Exhibit 10.8


                             STOCK PLEDGE AGREEMENT
                             ----------------------

     This Stock Pledge Agreement (this "Agreement"), dated as of March   , 2006,
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among  Laurus  Master Fund, Ltd. (the "Pledgee"), Texhoma Energy, Inc., a Nevada
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corporation  (the  "Company"),  and each of the other undersigned parties (other
than  the  Pledgee)  (the  Company  and  each  such  other  undersigned party, a
"Pledgor"  and  collectively,  the  "Pledgors").
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                                   BACKGROUND
                                   ----------

     Texaurus  Energy,  Inc.,  a  Delaware corporation ("Texaurus"), has entered
                                                         --------
into  a  Securities Purchase Agreement, dated as of the date hereof (as amended,
modified,  restated  or supplemented from time to time, the "Securities Purchase
                                                             -------------------
Agreement"),  pursuant  to  which  the  Pledgee provides or will provide certain
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financial  accommodations  to  Texaurus.


     Company  has  executed  and delivered to Pledgee a Guaranty dated as of the
date  hereof  (as amended, modified, restated or supplemented from time to time,
the "Guaranty"), pursuant to which Company guaranteed to Pledgee the payment and
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performance  of  all  obligations  and  indebtedness  of  Texaurus  to  Pledgee.


     In  order  to  induce  the  Pledgee  to  provide or continue to provide the
financial  accommodations  described in the Securities Purchase Agreement and to
secure  each  Pledgor's  and  Texaurus' obligations and indebtedness to Pledgee,
each  Pledgor  has  agreed  to  pledge  and  grant  a  security  interest in the
collateral described herein to the Pledgee on the terms and conditions set forth
herein.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration the receipt of which is hereby acknowledged, the parties
hereto  agree  as  follows:

     1.  Defined  Terms. All capitalized terms used herein which are not defined
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shall  have  the  meanings  given  to them in the Securities Purchase Agreement.

     2.  Pledge  and Grant of Security Interest. To secure the full and punctual
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payment and performance of (the following clauses (a) through (c), collectively,
the  "Obligations") (a) the obligations under the Securities Purchase Agreement.
      -----------
and the Related Agreements referred to in the Securities Purchase Agreement (the
Securities  Purchase  Agreement  and  the  Related  Agreements,  as  each may be
amended, restated, modified and/or supplemented from time to time, collectively,
the  "Documents"),  (b)  the  obligations  and liabilities of Company to Pledgee
      ---------
under the Guaranty and (c) all other obligations and liabilities of Texaurus and
each Pledgor to the Pledgee 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  (in  each  case,  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

<PAGE>

existence  or  extent  of such collateral, and irrespective of the allowability,
allowance  or  disallowance  of  any  or all of such in any case commenced by or
against  Texaurus  and/or  any  Pledgor  under  Title  11,  United  States Code,
including,  without  limitation,  obligations  of  Texaurus and each Pledgor 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), each Pledgor
hereby  pledges, assigns, hypothecates, transfers and grants a security interest
to  Pledgee  in  all  of  the  following  (the  "Collateral"):

          (a)  the  shares  of  stock set forth on Schedule A annexed hereto and
                                                   ----------
     expressly  made a part hereof (together with any additional shares of stock
     or  other  equity  interests acquired by any Pledgor, the "Pledged Stock"),
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     the  certificates  representing  the Pledged Stock and all dividends, cash,
     instruments  and  other  property  or  proceeds from time to time received,
     receivable or otherwise distributed in respect of or in exchange for any or
     all  of  the  Pledged  Stock;

          (b)  all  additional shares of stock of any issuer (each, an "Issuer")
                                                                        ------
     of  the  Pledged  Stock  from  time  to time acquired by any Pledgor in any
     manner, including, without limitation, stock dividends or a distribution in
     connection  with  any  increase  or reduction of capital, reclassification,
     merger,  consolidation, sale of assets, combination of shares, stock split,
     spin-off  or  split-off  (which  shares  shall  be deemed to be part of the
     Collateral),  and the certificates representing such additional shares, and
     all  dividends,  cash, instruments and other property or proceeds from time
     to  time  received, receivable or otherwise distributed in respect of or in
     exchange  for  any  or  all  of  such  shares;  and

          (c) all options and rights, whether as an addition to, in substitution
     of  or  in  exchange for any shares of any Pledged Stock and all dividends,
     cash,  instruments  and  other  property  or  proceeds  from  time  to time
     received,  receivable or otherwise distributed in respect of or in exchange
     for  any  or  all  such  options  and  rights.

     3.  Delivery of Collateral. All certificates representing or evidencing the
         ----------------------
Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
hereto  and  shall  be  accompanied  by duly executed instruments of transfer or
assignments  in  blank,  all in form and substance satisfactory to Pledgee. Each
Pledgor  hereby  authorizes the Issuer upon demand by the Pledgee to deliver any
certificates,  instruments  or other distributions issued in connection with the
Collateral  directly  to  the  Pledgee,  in each case to be held by the Pledgee,
subject  to  the terms hereof. Upon the occurrence and during the continuance of
an Event of Default (as defined below), the Pledgee shall have the right, during
such time in its discretion and without notice to the Pledgor, to transfer to or
to  register in the name of the Pledgee or any of its nominees any or all of the
Pledged  Stock.  In  addition,  the Pledgee shall have the right at such time to
exchange  certificates  or  instruments representing or evidencing Pledged Stock
for  certificates  or  instruments  of  smaller  or  larger  denominations.

     4. Representations and Warranties of each Pledgor. Each Pledgor jointly and
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severally  represents  and  warrants  to  the Pledgee (which representations and
warranties  shall  be deemed to continue to be made until all of the Obligations

<PAGE>

have  been  paid  in  full  and  each Document and each agreement and instrument
entered  into  in  connection  therewith  has been irrevocably terminated) that:

          (a)  the  execution,  delivery and performance by each Pledgor of this
     Agreement  and  the  pledge of the Collateral hereunder do not and will not
     result  in  any violation of any agreement, indenture, instrument, license,
     judgment, decree, order, law, statute, ordinance or other governmental rule
     or  regulation  applicable  to  any  Pledgor;

          (b)  this  Agreement  constitutes  the  legal,  valid,  and  binding
     obligation  of  each Pledgor enforceable against each Pledgor in accordance
     with  its  terms;

          (c)  (i)  all  Pledged  Stock  owned  by  each Pledgor is set forth on
     Schedule  A hereto and (ii) each Pledgor is the direct and beneficial owner
     -----------
     of  each  share  of  the  Pledged  Stock;

          (d)  all of the shares of the Pledged Stock have been duly authorized,
     validly  issued  and  are  fully  paid  and  nonassessable;

          (e)  no  consent  or approval of any person, corporation, governmental
     body, regulatory authority or other entity, is or will be necessary for (i)
     the  execution,  delivery  and  performance  of  this  Agreement,  (ii) the
     exercise  by  the  Pledgee  of any rights with respect to the Collateral or
     (iii)  the  pledge  and assignment of, and the grant of a security interest
     in,  the  Collateral  hereunder;

          (f)  there  are  no  pending  or,  to the best of Pledgor's knowledge,
     threatened  actions  or  proceedings  before  any  court,  judicial  body,
     administrative  agency  or arbitrator which may materially adversely affect
     the  Collateral;

          (g)  each  Pledgor has the requisite power and authority to enter into
     this  Agreement  and  to pledge and assign the Collateral to the Pledgee in
     accordance  with  the  terms  of  this  Agreement;

          (h)  each Pledgor owns each item of the Collateral and, except for the
     pledge  and  security interest granted to Pledgee hereunder, the Collateral
     shall  be,  immediately  following  the  closing  of  the  transactions
     contemplated  by  the  Documents,  free  and  clear  of  any other security
     interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment,
     offset  or  encumbrance  whatsoever  (collectively,  "Liens");
                                                           -----

          (i)  there  are  no  restrictions  on  transfer  of  the Pledged Stock
     contained  in  the  certificate  of incorporation or by-laws (or equivalent
     organizational  documents)  of  the  Issuer  or  otherwise  which  have not
     otherwise  been  enforceably  and  legally waived by the necessary parties;

          (j)  none  of  the  Pledged  Stock  has  been issued or transferred in
     violation  of the securities registration, securities disclosure or similar
     laws of any jurisdiction to which such issuance or transfer may be subject;

<PAGE>

          (k)  the  pledge  and  assignment of the Collateral and the grant of a
     security  interest  under  this Agreement vest in the Pledgee all rights of
     each  Pledgor  in  the  Collateral  as  contemplated by this Agreement; and

          (l)  the  Pledged  Stock constitutes one hundred percent (100%) of the
     issued  and  outstanding  shares  of  capital  stock  of  each  Issuer.

     5.  Covenants. Each Pledgor jointly and severally covenants that, until the
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Obligations  shall  be indefeasibly satisfied in full and each Document and each
agreement  and  instrument  entered  into in connection therewith is irrevocably
terminated:

          (a)  No  Pledgor  will  sell,  assign,  transfer, convey, or otherwise
     dispose  of its rights in or to the Collateral or any interest therein; nor
     will  any Pledgor create, incur or permit to exist any Lien whatsoever with
     respect  to  any  of the Collateral or the proceeds thereof other than that
     created  hereby.

          (b)  Each  Pledgor will, at its expense, defend Pledgee's right, title
     and  security  interest  in and to the Collateral against the claims of any
     other  party.

          (c)  Each  Pledgor  shall at any time, and from time to time, upon the
     written  request of Pledgee, execute and deliver such further documents and
     do  such further acts and things as Pledgee may reasonably request in order
     to  effectuate  the  purposes  of  this  Agreement  including,  but without
     limitation,  delivering  to  Pledgee,  upon  the  occurrence of an Event of
     Default,  irrevocable  proxies  in  respect  of  the  Collateral  in  form
     satisfactory  to  Pledgee.  Until receipt thereof, upon an Event of Default
     that  has  occurred  and  is continuing beyond any applicable grace period,
     this  Agreement  shall constitute Pledgor's proxy to Pledgee or its nominee
     to  vote  all  shares of Collateral then registered in each Pledgor's name.

          (d)  No  Pledgor  will  consent  to or approve the issuance of (i) any
     additional  shares  of any class of capital stock or other equity interests
     of the Issuer; or (ii) any securities convertible either voluntarily by the
     holder thereof or automatically upon the occurrence or nonoccurrence of any
     event  or  condition  into,  or  any  securities exchangeable for, any such
     shares,  unless,  in  either  case,  such  shares are pledged as Collateral
     pursuant  to  this  Agreement.

     6.  Voting  Rights  and  Dividends. In addition to the Pledgee's rights and
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remedies  set  forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee shall
(i)  be  entitled  to  vote  the  Collateral, (ii) be entitled to give consents,
waivers  and  ratifications  in  respect  of the Collateral (each Pledgor hereby
irrevocably  constituting  and  appointing  the  Pledgee,  with  full  power  of
substitution,  the proxy and attorney-in-fact of each Pledgor for such purposes)
and (iii) be entitled to collect and receive for its own use cash dividends paid
on  the  Collateral.  No  Pledgor shall be permitted to exercise or refrain from
exercising  any  voting rights or other powers if, in the reasonable judgment of
the  Pledgee,  such  action would have a material adverse effect on the value of
the  Collateral  or  any part thereof; and, provided, further, that each Pledgor
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shall  give  at  least five (5) days' written notice of the manner in which such
Pledgor  intends to exercise, or the reasons for refraining from exercising, any

<PAGE>

voting  rights  or  other  powers  other  than  with  respect to any election of
directors  and  voting  with  respect  to  any incidental matters. Following the
occurrence  of an Event of Default, all dividends and all other distributions in
respect  of  any  of the Collateral shall be delivered to the Pledgee to hold as
Collateral  and  shall, if received by any Pledgor, be received in trust for the
benefit  of  the  Pledgee, be segregated from the other property or funds of any
other  Pledgor,  and  be forthwith delivered to the Pledgee as Collateral in the
same  form  as  so  received  (with  any  necessary  endorsement).

     7. Event of Default. An "Event of Default" under this Agreement shall occur
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upon  the  happening  of  any  of  the  following  events:

          (a)  An "Event of Default" under any Document or any agreement or note
                   ----------------
     related to any Document or a default under the Guaranty shall have occurred
     and  be  continuing  beyond  any  applicable  cure  period;

          (b)  Any  Pledgor  shall  default  in  the  performance  of any of its
     obligations  under  any  Document,  including,  without  limitation,  this
     Agreement,  and  such  default  shall  not  be cured during the cure period
     applicable  thereto;

          (c)  Any representation or warranty of any Pledgor made herein, in any
     Document  or  in  any  agreement, statement or certificate given in writing
     pursuant  hereto or thereto or in connection herewith or therewith shall be
     false  or  misleading  in  any  material  respect;

          (d) Any portion of the Collateral is subjected to a levy of execution,
     attachment,  distraint  or  other  judicial  process  or any portion of the
     Collateral  is the subject of a claim (other than by the Pledgee) of a Lien
     or  other  right or interest in or to the Collateral and such levy or claim
     shall  not  be  cured,  disputed  or stayed within a period of fifteen (15)
     business  days  after  the  occurrence  thereof;  or

          (e) Texaurus or any Pledgor shall (i) apply for, consent to, or suffer
     to  exist  the  appointment of, or the taking of possession by, a receiver,
     custodian,  trustee, liquidator or other fiduciary 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 any state or
     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,  or  fail  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.

     8.  Remedies.  In  case  an  Event  of  Default  shall have occurred and is
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continuing,  the  Pledgee  may:

          (a)  Transfer  any or all of the Collateral into its name, or into the
     name  of  its  nominee  or  nominees;

<PAGE>

          (b)  Exercise  all  corporate  rights  with  respect to the Collateral
     including,  without  limitation,  all  rights  of  conversion,  exchange,
     subscription  or  any other rights, privileges or options pertaining to any
     shares  of  the  Collateral  as  if  it  were  the  absolute owner thereof,
     including,  but  without  limitation,  the  right  to  exchange,  at  its
     discretion,  any  or  all of the Collateral upon the merger, consolidation,
     reorganization,  recapitalization  or  other  readjustment  of  the  Issuer
     thereof,  or  upon  the  exercise  by the Issuer of any right, privilege or
     option  pertaining  to any of the Collateral, and, in connection therewith,
     to  deposit  and  deliver any and all of the Collateral with any committee,
     depository,  transfer  agent, registrar or other designated agent upon such
     terms  and  conditions as it may determine, all without liability except to
     account  for  property  actually  received  by  it;  and

          (c)  Subject  to  any  requirement of applicable law, sell, assign and
     deliver  the whole or, from time to time, any part of the Collateral at the
     time held by the Pledgee, at any private sale or at public auction, with or
     without  demand,  advertisement  or  notice of the time or place of sale or
     adjournment  thereof  or  otherwise (all of which are hereby waived, except
     such  notice  as  is  required by applicable law and cannot be waived), for
     cash  or credit or for other property for immediate or future delivery, and
     for  such  price  or  prices  and  on such terms as the Pledgee in its sole
     discretion  may  determine,  or  as  may  be  required  by  applicable law.

          Each Pledgor hereby waives and releases any and all right or equity of
     redemption,  whether  before  or  after  sale  hereunder. At any such sale,
     unless  prohibited  by applicable law, the Pledgee may bid for and purchase
     the whole or any part of the Collateral so sold free from any such right or
     equity of redemption. All moneys received by the Pledgee hereunder, whether
     upon sale of the Collateral or any part thereof or otherwise, shall be held
     by  the  Pledgee  and  applied  by  it as provided in Section 10 hereof. No
     failure  or  delay  on  the  part  of  the Pledgee in exercising any rights
     hereunder shall operate as a waiver of any such rights nor shall any single
     or  partial  exercise  of  any  such  rights  preclude  any other or future
     exercise thereof or the exercise of any other rights hereunder. The Pledgee
     shall  have no duty as to the collection or protection of the Collateral or
     any income thereon nor any duty as to preservation of any rights pertaining
     thereto,  except  to apply the funds in accordance with the requirements of
     Section  10  hereof.  The  Pledgee  may exercise its rights with respect to
     property  held hereunder without resort to other security for or sources of
     reimbursement  for  the  Obligations. In addition to the foregoing, Pledgee
     shall  have  all  of the rights, remedies and privileges of a secured party
     under the Uniform Commercial Code of New York (the "UCC") regardless of the
                                                         ---
     jurisdiction  in  which  enforcement  hereof  is  sought.

     9.  Private Sale. Each Pledgor recognizes that the Pledgee may be unable to
         ------------
effect (or to do so only after delay which would adversely affect the value that
might  be  realized  from  the  Collateral)  a public sale of all or part of the
Collateral  by reason of certain prohibitions contained in the Securities Act of
1933,  as  amended (the "Securities Act"), and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such Collateral for their own account, for

<PAGE>

investment  and  not  with  a  view  to the distribution or resale thereof. Each
Pledgor  agrees  that  any  such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales
shall  be  deemed  to  have  been made in a commercially reasonable manner. Each
Pledgor  agrees  that  the  Pledgee  has  no  obligation  to  delay  sale of any
Collateral for the period of time necessary to permit the Issuer to register the
Collateral  for  public  sale  under  the  Securities  Act.

     10.  Proceeds  of  Sale. The proceeds of any collection, recovery, receipt,
          ------------------
appropriation,  realization  or  sale  of the Collateral shall be applied by the
Pledgee  as  follows:

          (a)  First,  to  the  payment  of  all  costs, reasonable expenses and
     charges  of  the  Pledgee  and  to the reimbursement of the Pledgee for the
     prior  payment  of  such costs, reasonable expenses and charges incurred in
     connection  with  the  care  and  safekeeping of the Collateral (including,
     without  limitation,  the  reasonable  expenses  of  any  sale or any other
     disposition  of  any  of  the  Collateral),  attorneys' fees and reasonable
     expenses,  court costs, any other fees or expenses incurred or expenditures
     or  advances  made by Pledgee in the protection, enforcement or exercise of
     its  rights,  powers  or  remedies  hereunder;

          (b) Second, to the payment of the Obligations, in whole or in part, in
     such  order  as  the Pledgee may elect, whether or not such Obligations are
     then  due;

          (c)  Third,  to such persons, firms, corporations or other entities as
     required  by  applicable  law  including,  without  limitation,  Section
     9-615(a)(3)  of  the  UCC;  and

          (d) Fourth, to the extent of any surplus to the Pledgors or as a court
     of  competent  jurisdiction  may  direct.

          In  the  event that the proceeds of any collection, recovery, receipt,
     appropriation,  realization  or  sale  are  insufficient  to  satisfy  the
     Obligations,  each  Pledgor  shall  be jointly and severally liable for the
     deficiency  plus the costs and fees of any attorneys employed by Pledgee to
     collect  such  deficiency.

     11.  Waiver  of  Marshaling. Each Pledgor hereby waives any right to compel
          ----------------------
any  marshaling  of  any  of  the  Collateral.

     12.  No  Waiver.  Any  and  all of the Pledgee's rights with respect to the
          ----------
Liens  granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the  bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution  of  any  item  of  the Collateral at any time, or of any rights or
interests  therein,  or (c) any delay, extension of time, renewal, compromise or
other  indulgence granted by the Pledgee in reference to any of the Obligations.
Each  Pledgor  hereby  waives  all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be

<PAGE>

bound  hereby  as  fully and effectively as if such Pledgor had expressly agreed
thereto  in  advance. No delay or extension of time by the Pledgee in exercising
any  power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit,  impair  or  prejudice the Pledgee's right to take any action against any
Pledgor  or  to  exercise  any other power of sale, option or any other right or
remedy.

     13.  Expenses.  The  Collateral shall secure, and each Pledgor shall pay to
          --------
Pledgee  on  demand,  from  time  to  time,  all  reasonable costs and expenses,
(including  but not limited to, reasonable attorneys' fees and costs, taxes, and
all  transfer,  recording,  filing  and other charges) of, or incidental to, the
custody,  care,  transfer,  administration  of  the  Collateral  or  any  other
collateral,  or  in  any  way  relating  to  the  enforcement,  protection  or
preservation  of  the  rights or remedies of the Pledgee under this Agreement or
with  respect  to  any  of  the  Obligations.

     14.  The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
          ---------------------------------------------------------------------
Upon  the  occurrence  of  an  Event of Default, each Pledgor hereby irrevocably
constitutes  and  appoints  the  Pledgee  as  such  Pledgor's  true  and  lawful
attorney-in-fact,  with  full power of substitution, to execute, acknowledge and
deliver  any  instruments and to do in such Pledgor's name, place and stead, all
such  acts,  things  and  deeds  for  and  on  behalf of and in the name of such
Pledgor,  which  such  Pledgor  could  or might do or which the Pledgee may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including,  without  limitation,  to  execute  such instruments of assignment or
transfer  or  orders  and to register, convey or otherwise transfer title to the
Collateral  into  the  Pledgee's name. Each Pledgor hereby ratifies and confirms
all  that  said  attorney-in-fact  may  so  do and hereby declares this power of
attorney to be coupled with an interest and irrevocable. If any Pledgor fails to
perform  any agreement herein contained, the Pledgee may itself perform or cause
performance  thereof,  and  any  costs  and  expenses of the Pledgee incurred in
connection  therewith  shall  be  paid by the Pledgors as provided in Section 10
hereof.

     15.  WAIVERS. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY
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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 ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE  BETWEEN  LAURUS,  AND/OR  ANY COMPANY ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION
WITH  THIS  AGREEMENT,  ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.

     16.  Recapture. Notwithstanding anything to the contrary in this Agreement,
          ---------
if  the  Pledgee receives any payment or payments on account of the Obligations,
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 the United States

<PAGE>

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, common law or equitable doctrine,
then  to  the  extent  of  any  sum  not  finally  retained by the Pledgee, each
Pledgor's  obligations  to  the  Pledgee  shall be reinstated and this Agreement
shall  remain  in  full  force and effect (or be reinstated) until payment shall
have  been  made  to  Pledgee,  which  payment  shall  be  due  on  demand.

     17.  Captions.  All  captions  in  this  Agreement  are included herein for
          --------
convenience  of  reference  only and shall not constitute part of this Agreement
for  any  other  purpose.

     18.  Miscellaneous.
          -------------

          (a)  This  Agreement  constitutes the entire and final agreement among
     the  parties  with  respect  to  the  subject  matter hereof and may not be
     changed,  terminated  or otherwise varied except by a writing duly executed
     by  the  parties  hereto.

          (b)  No  waiver of any term or condition of this Agreement, whether by
     delay,  omission  or  otherwise,  shall  be effective unless in writing and
     signed  by  the  party  sought to be charged, and then such waiver shall be
     effective  only  in  the  specific  instance  and for the purpose for which
     given.

          (c)  In  the  event  that  any  provision  of  this  Agreement  or the
     application  thereof to any Pledgor or any circumstance in any jurisdiction
     governing  this Agreement shall, to any extent, be invalid or unenforceable
     under  any  applicable  statute, regulation, or rule of law, such provision
     shall  be  deemed  inoperative to the extent that it may conflict therewith
     and shall be deemed modified to conform to such statute, regulation or rule
     of law, and the remainder of this Agreement and the application of any such
     invalid  or  unenforceable  provision  to  parties,  jurisdictions,  or
     circumstances  other  than  to  whom  or  to  which  it  is held invalid or
     unenforceable  shall  not  be  affected  thereby, nor shall same affect the
     validity  or  enforceability  of  any  other  provision  of this Agreement.

          (d)  This  Agreement  shall  be  binding  upon  each Pledgor, and each
     Pledgor's  successors  and  assigns,  and shall inure to the benefit of the
     Pledgee  and  its  successors  and  assigns.

          (e)  All  notices,  requests and demands hereunder shall be in writing
     and  shall be deemed to have been duly given or made (i) when delivered, if
     by  hand,  (ii)  three  (3)  days  after being sent, postage prepaid, if by
     registered  or  certified  mail,  (iii)  when confirmed electronically on a
     business  day,  if by facsimile, or (iv) when delivered, if by a recognized
     overnight  delivery  service,  to  the  undersigned  at  the numbers and/or
     address  set  forth  beneath  the  signature  of  the  undersigned  or  as
     subsequently  changed  by  the undersigned in a written notice delivered in
     accordance  with  this  Section  18  and  to  Laurus  at:

<PAGE>

                             Laurus Master Fund, Ltd.
                             c/o M&C Corporate Services Limited
                             P.O.  Box 309 GT
                             Ugland House
                             George Town
                             South Church Street
                             Grand Cayman, Cayman Islands
                             Facsimile:     345-949-8080

                             with a copy to:

                             John E.  Tucker, Esq.
                             825 Third Avenue 14th Floor
                             New York, New York 10022
                             Facsimile:     212-541-4434

                             and to:

                             Scott J. Giordano, Esq.
                             Loeb & Loeb LLP
                             345 Park Avenue
                             New York, New York 10154
                             Facsimile:     212-407-4990

     (f)  THIS  AGREEMENT  AND  THE  OTHER  DOCUMENTS  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.

     (g)  EACH  PLEDGOR  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 PLEDGOR,
ON  THE  ONE  HAND,  AND  THE  PLEDGEE,  ON  THE  OTHER HAND, PERTAINING TO THIS
AGREEMENT  OR  ANY  OF  THE  OTHER  DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED  TO  THIS  AGREEMENT  OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH
                                                             --------
PLEDGOR  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 AGREEMENT SHALL BE DEEMED OR OPERATE TO
-----------------
PRECLUDE  THE  PLEDGEE  FROM  BRINGING  SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER  JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER  IN  FAVOR  OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN

<PAGE>

ADVANCE  TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND  EACH  PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF  PERSONAL  JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH PLEDGOR
                                              --------------------
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  PLEDGOR AT THE ADDRESS SET FORTH IN SECTION 18(e) ABOVE AND
THAT  SERVICE  SO  MADE  SHALL  BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH
PLEDGOR'S  ACTUAL  RECEIPT  THEREOF  OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS,  PROPER  POSTAGE  PREPAID.

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

          (i)  This  Agreement may be executed in one or more counterparts, each
     of  which  shall be deemed an original and all of which when taken together
     shall  constitute  one and the same agreement. Any signature delivered by a
     party  by  facsimile  transmission  shall  be  deemed an original signature
     hereto.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day  and  year  first  written  above.

                                         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




                                         LAURUS MASTER FUND, LTD.


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

<PAGE>

<TABLE>
<CAPTION>

                    SCHEDULE A to the Stock Pledge Agreement
                    ----------------------------------------


                                  Pledged Stock
                                  -------------
                                            Stock                  Number       % 0f
                             Class of    Certificate                 of       outstanding
 Pledgor        Issuer         Stock        Number     Par Value   Shares       Shares
------------------------------------------------------------------------------------------
<S>               <C>           <C>          <C>         <C>        <C>           <C>
Texhoma         Texaurus
Energy, Inc.    Energy, Inc.   Common         1          $0.001     1,000        100%

</TABLE>

<PAGE>