Exhibit 10.01

                             JOINT VENTURE AGREEMENT

This Joint Venture  Agreement  ("JVA") dated February 10, 2010 is between Oxalis
Energy Group,  Inc., a Nevada  Corporation  ("OXALIS") and Pepper Rock Resources
Corporation, a Nevada Corporation ("PEPPER ROCK"), known individually as "PARTY"
or collectively as the "PARTIES" supersedes any and all prior JVA between Oxalis
and Pepper Rock .

WHEREAS, Oxalis and Pepper Rock are still desirous in executing a JVA to develop
and  produce  natural  gas within the Adams - Baggett  Ranch near  Ozona,  Texas
("Adams's Ranch"),

WHEREAS,  Oxalis and Pepper Rock are desirous in Pepper Rock  providing  capital
investment  funding for two specific  natural gas developments in Section 124 of
Adam's Ranch known as Phase I of Oxalis or the "Adam's  Ranch  Development,"  as
noted below.

NOW THEREFORE,  in consideration of the mutual  agreements herein set forth, the
Parties hereto agree as follows:

                                    AGREEMENT

PREAMBLE:  Oxalis shall give Pepper Rock the EXCLUSIVE  right to  participate in
the  Adam's  Ranch  Development  as  long  as  Pepper  Rock  meets  its  funding
obligations,  as noted below, as determined by Pepper Rock as being a reasonable
time frame to fund the amounts indicated, which is acceptable by Oxalis.

Oxalis  has  relied on  Pepper  Rock's  representations  that they will fund the
amounts  as noted  below  on the  dates  indicated  and has  therefore  made its
commitments to others in connection with the Adam's Ranch  Development.  Failure
by Pepper  Rock to meet its funding  requirements  on the dates  indicated  will
cause irrefutable harm to Oxalis.

If Pepper  Rock  performs  on funding its Adam's  Ranch  Development  as agreed,
Pepper Rock will have the Exclusive  Option to continue with Oxalis I - Phase II
in developing Adam's Ranch.

TOTAL  PEPPER ROCK  INVESTMENT:  Five Million  Three  Hundred  Thousand  Dollars
($5,300,000)  as working  capital (the "PEPPER ROCK  INVESTMENT")  in the Adam's
Ranch Development with set tranche amounts and due dates as also further defined
herein.  The Pepper Rock Investment shall be allocated to the respective  Adam's
Ranch Development as noted, unless jointly revised by the Parties:

     *    Adams Baggett Ranch Field:

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     *    Drilling  of Ten (10) new wells with an  ESTIMATED
          AFE  cost  of  Five   Hundred   Thousand   Dollars
          ($500,000) per well, with an aggregate investment,
          based on a Fifty/Fifty  (50/50) allocation in each
          well's working  interest after Pepper Rock recoups
          their AFE cost  associated  with the  drilling  of
          each well, or "after payout" ("APO"):                       $5,000,000

          Initial   Investment  of  Three  Hundred  Thousand
          Dollars   ($300,000)   for  the   completion   and
          re-activation  of Two (2) natural gas wells (Wells
          115-1 and 115-3) due by February 10,  2010,  based
          on a  50/50  allocation  in  each  well's  working
          interest:                                                   $  300,000

                                                                      $5,300,000

Upon successful  funding of its Pepper Rock Investment,  as agreed to by funding
date and amount,  Oxalis shall assign to Pepper Rock Fifty  Percent (50%) of its
working  interest in each of the Adam's Ranch  Development  to Pepper Rock after
payout ("APO") of Pepper Rock's drilling costs per well.

INITIAL INVESTMENT TRANCHE:       Pepper  Rock's  initial  investment  is  Three
                                  Hundred Thousand Dollars ($300,000)  ("INITIAL
                                  PEPPER ROCK  INVESTMENT"),  the  allocation of
                                  which is noted above.

FINAL INVESTMENT TRANCHE:         Pepper  Rock will  invest  the  balance of its
                                  Pepper Rock Investment as follows:

                                   *    Development  of One (1) new  natural gas
                                        well per month as follows:

                                        *    Five   Hundred   Thousand   Dollars
                                             ($500,000)  per month on a mutually
                                             agreed upon "To Be Determined" date
                                             and    each    succeeding     month
                                             thereafter for Nine (9) consecutive
                                             months  so  that  at the end of the
                                             Nine (9) month period,  Pepper Rock
                                             would have  invested in Twenty (10)
                                             natural  gas wells at a cost not to
                                             exceed   Five   Hundred    Thousand
                                             Dollars  ($500,000) per natural gas
                                             well.

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TRANCHE ALLOCATION:               The Pepper Rock Investment  shall be allocated
                                  to the  Adam's  Ranch  Development,  as  noted
                                  above,  unless a different  allocation  of the
                                  Pepper Rock Investment is mutually agreed upon
                                  between the Parties.

ADAM'S RANCH DEVELOPMENT
AND SCOPE:                        1)   ADAMS-BAGGETT RANCH FIELD (THE "RANCH"),
                                        CROCKETT  COUNTY,   TX  --  DRILLING  OF
                                        TWENTY  (10) NEW  WELLS IN TEN (10) WELL
                                        TRANCHES

                                        An  investment  in the  drilling  of ten
                                        (10)  natural  gas  wells in the  Adam's
                                        Ranch Development through the assignment
                                        of  Fifty   Percent   (50%)  of  Oxalis'
                                        working    interest    in    ten    (10)
                                        Adams-Baggett  Term  Assignments held by
                                        Oxalis  under  the  following  terms and
                                        conditions:

                                        a.   Oxalis  shall assign to Pepper Rock
                                             Fifty  Percent (50%) of its working
                                             interest    APO   in    Ten    (10)
                                             Adams-Baggett  Term  Assignments to
                                             drill  for  natural  gas  under the
                                             following   terms  and   conditions
                                             ("Natural Gas Program"):

                                        1.   Each  Adams-Baggett Term Assignment
                                             /  natural  gas  well   development
                                             carries  a  cost  of  Five  Hundred
                                             Thousand   United  States   Dollars
                                             ($500,000   USD)  for  a   proposed
                                             aggregate   cost  of  Five  Million
                                             United States  Dollars  ($5,000,000
                                             USD);

                                        2.   Pepper Rock has agreed to invest in
                                             the drilling of One (1) natural gas
                                             well per month  starting  in April,
                                             2010  at a  cost  of  Five  Hundred
                                             Thousand   United  States   Dollars
                                             ($500,000 USD) per natural gas well
                                             and  payable  to  Oxalis,  as noted
                                             below,  until  such time as the ten
                                             (10) wells tranche is completed;

                                        3.   If   Pepper   Rock   fulfills   its
                                             obligation to drill One (1) natural
                                             gas well per month with the payment
                                             thereof,  as noted  herein,  on the
                                             first   tranche  of  the  ten  (10)
                                             Natural Gas  Program,  Oxalis shall
                                             assign    a    second    ten   (10)
                                             Adams-Baggett  Term  Assignments to
                                             Pepper Rock;

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                                        b.   If Pepper Rock does not fulfill its
                                             obligation  to drill  at least  One
                                             (1) natural gas well per month at a
                                             cost  of  Five   Hundred   Thousand
                                             United  States  Dollars   ($500,000
                                             USD)  per  well  [and  the  payment
                                             thereof as noted herein], then:

                                        1.   Pepper  Rock  forfeits  any further
                                             claims, rights,  interest,  etc. in
                                             the   remaining   first   ten  (10)
                                             Natural  Gas  Program  tranche  and
                                             Oxalis  has no  further  obligation
                                             whatsoever  to  assign  any  of the
                                             remaining  Natural  Gas  Program to
                                             Pepper Rock and

                                        2.   Pepper Rock has no claims,  rights,
                                             interest,  etc.  in the  second Ten
                                             (10) Natural gas Program and Oxalis
                                             has    no    further     obligation
                                             whatsoever  to  assign  the  second
                                             (10)  Natural Gas Program to Pepper
                                             Rock.

PEPPER  ROCK  EXCLUSIVITY:  Oxalis  warrants  that  during the term of this JVA,
Pepper Rock has the exclusive  right to  participate  with Oxalis in each of the
Adam's  Ranch  Development,  subject to Pepper  Rock  funding  its  Pepper  Rock
Investment in full.

PEPPER  ROCK  PERFORMANCE:  If Pepper  Rock does not make ANY of its Pepper Rock
Investment as defined  herein and in the time period that it,  Pepper Rock,  has
determined  to be  achievable  and  accepted  by Oxalis,  then Pepper Rock shall
forfeit any and all interest in and to each of the Adam's Ranch Development.

OXALIS  EXCLUSIVITY:  Oxalis  warrants and represents  that it has an exclusive,
written and legally binding  agreement with the Adams Family for the development
of the Adam's Ranch  Development as noted above (the "Adam's  Exclusivity").  As
long as Oxalis  complies  with the  terms of its  Adam's  Exclusivity,  no other
Operator or entity has the right to the Adam's Ranch Development and that Oxalis
shall retain this  exclusive  agreement  as long as the Parties  comply with the
Adam's  Exclusivity  guidelines.   Oxalis  agrees  to  provide  a  copy  of  the
exclusivity agreement to Pepper Rock as part of its due diligence review.

OXALIS PERFORMANCE:  Oxalis agrees to exercise prudent diligence time forward to
ensure that the Adam's Exclusivity remains in full force for the duration of the
defined scope of work as  contemplated  on the Adams Ranch  Development as noted
above.

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TAX BENEFITS:  The allocation of tax benefits  associated  with all  development
activity  co-funded by the Parties pursuant to this JVA, shall be shared between
the Parties  according to their  prevailing  working interest in connection with
the Adam's Ranch Development as noted above,  under the premise that Pepper Rock
has funded in full its Pepper Rock Investment.

GOVERNING  LAW / VENUE:  All legal issues /  litigation  will be governed by the
laws of the State of California with the venue of the County of Los Angeles.

PREVAILING  PARTY:  If any legal  action or other  proceedings  is brought for a
breach of this JVA or any of the  warranties  herein or therein,  the prevailing
party  shall be entitled to recover  its  reasonable  attorneys'  fees and other
costs incurred in bringing such action or  proceeding,  in addition to any other
relief to which such party may be entitled.

ARBITRATION:  Any dispute arising out of or relating to this JVA,  including the
breach,   termination  or  validity  thereof,   shall  be  finally  resolved  by
arbitration  administered by the American Arbitration  Association in accordance
with its  Commercial  Arbitration  Rules  ("RULES")  in  effect  at the time the
request for arbitration is filed.  The number of arbitrators  shall be three and
shall be appointed in accord with such Rules. The place of the arbitration shall
be in the County of Los Angeles, State of California. The governing law shall be
the substantive  law of the state of State of California,  without regard to its
choice of law rules.

Pre-hearing discovery shall be limited. The Parties shall produce documents that
support any claim or defense to be decided by the panel.  Document  requests may
be served if  approved  by the  panel.  The panel  shall set the  timing for any
production.  Depositions  shall not be allowed except upon showing of good cause
as determined by the panel. To the extent  discovery shall be allowed,  it shall
be  subject  to the  Federal  Rules  of Civil  Procedure  and  Federal  Rules or
Evidence.

The  Parties  shall be  limited in seeking  interim or  emergency  relief to the
methods set forth in the Rules. The Parties shall not seek emergency relief from
any court,  forum or tribunal in the State of California,  any other state which
has  jurisdiction  over the Parties,  or any federal  court.  Any award shall be
enforced in accordance with the Rules.

SEVERABILITY:  If in any judicial or arbitral  proceedings a court or arbitrator
shall  refuse to enforce  any  provision  of this JVA,  then such  unenforceable
provision  shall be  deemed  eliminated  from this JVA for the  purpose  of such
proceedings  to the extent  necessary to permit the  remaining  provisions to be
enforced. To the full extent, however, that the provisions of any applicable law
may be waived,  they are hereby  waived to the end that this JVA be deemed to be
valid and binding  agreements  enforceable in accordance with its terms,  and in
the  event  that  any  provision   hereof  shall  be  found  to  be  invalid  or

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unenforceable,  such  provision  shall be  construed  by limiting it so as to be
valid and  enforceable to the maximum extent  consistent with and possible under
applicable law.

COUNTERPARTS: This JVA may be executed in any number of counterparts and by each
of the Parties hereto in separate  counterparts,  each of which when so executed
shall be deemed to be an original and all of which together shall constitute one
and the same agreement.

HEADINGS: All descriptive headings in this JVA are inserted for convenience only
and shall be disregarded in construing or applying any provision of this JVA.

CONFIDENTIAL  INFORMATION:  Except as required in the performance of obligations
hereunder,  or otherwise specifically required by law, or with the prior consent
of  the  Parties  on  a  case-by-case  basis,  each  Party  shall  forever  hold
confidential and shall not in any manner disclose,  use for personal benefit, or
directly or  indirectly  use for the benefit of any other  person,  Confidential
Information  that has come or shall  hereafter  come  into  each  other  Parties
possession. The Parties recognize the importance of protecting its and the other
Party's  Confidential  Information and further  recognizes that this restriction
shall  continue  in full force and effect for a period not to exceed  Thirty-six
(36) months after  termination of this JVA. No later than the end of the Term of
this JVA,  the Parties  shall return to one another,  without  making  retaining
copies thereof, all documents,  records,  computer information,  maps and charts
and other repositories containing Confidential Information.

ASSIGNMENT:  Neither  Party shall have the right to assign this JVA.  The rights
and  obligations of this JVA shall bind and benefit any successors or assigns of
the Parties.

AMENDMENTS & WAIVERS: No amendment or waiver of any term, provision or condition
of this JVA shall be  effective,  unless in writing and executed by the Parties.
No waiver on any one  occasion  shall  extend to or effect or be  construed as a
waiver of any right or remedy on any  future  occasion.  No course of dealing of
any Person nor any delay or omission  in  exercising  any right or remedy  shall
constitute  an  amendment  of this JVA or a waiver of any right or remedy of any
party hereto.

LIMITS OF PEPPER ROCK RESPONSIBILITY; INDEMNIFICATION: Oxalis will indemnify and
hold harmless  Pepper Rock and its officers,  directors,  principals,  partners,
members,  employees,  agents,  representatives  and  affiliates  (each  being an
"Indemnified  Party")  from and  against any and all  losses,  claims,  actions,
damages and liabilities,  joint or several,  to which such Indemnified Party may
become  subject  under any  applicable  federal or state law,  made by any third
party or otherwise,  relating to or arising out of the Services or other matters
referred to in or contemplated by this JVA or the engagement of such Indemnified

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Party  pursuant  to,  and the  performance  by such  Indemnified  Party,  of the
Services or other matters  referred to or  contemplated  by this JVA, and Oxalis
will  reimburse  Pepper  Rock for all costs  and  expenses  (including,  without
limitation,  reasonable  attorneys'  fees and  expenses) as they are incurred in
connection with the investigation of,  preparation for or defense of any pending
or  threatening  claim,  or any action or proceeding  arising there from, if and
when Pepper Rock is a named party thereto.

Oxalis  shall,  to the full extent  lawful,  reimburse,  indemnify  and hold the
Indemnified Parties harmless of and from any and all expenses,  losses, damages,
liabilities,  demands,  charges and claims of any nature  whatsoever  (including
attorneys'  fees) in respect of or arising  from any acts or  omissions  of such
Indemnified  Party made in good faith in the performance of Pepper Rock's duties
under this JVA and not constituting such Indemnified Party's bad faith,  willful
misconduct, gross negligence or reckless disregard of Pepper Rock's duties under
this JVA.  Notwithstanding  the foregoing  provisions of this paragraph,  Oxalis
shall not be obligated to reimburse,  indemnify and hold any  Indemnified  Party
harmless  if such  indemnification  would not be  permitted  under the terms and
provisions of this JVA.

The indemnifying Party's obligations under this Section are subject to:

     i)   the other Party giving prompt  notice of such action,  claim or threat
          and all applicable  information in the indemnifying party's possession
          with respect thereto;

     ii)  the other  party  giving  reasonable  assistance  at the  indemnifying
          party's expense in connection therewith; and,

     iii) the indemnifying party having sole authority to control,  defends, and
          settles the matter.

LIMITS OF OXALIS RESPONSIBILITY; INDEMNIFICATION: Pepper Rock will indemnify and
hold harmless Oxalis and its officers, directors, principals, partners, members,
employees,  agents,  representatives  and affiliates (each being an "Indemnified
Party")  from and  against  any and all  losses,  claims,  actions,  damages and
liabilities,  joint or  several,  to which  such  Indemnified  Party may  become
subject  under any  applicable  federal or state law, made by any third party or
otherwise,  relating to or arising out of the Services or other matters referred
to in or  contemplated by this JVA or the engagement of such  Indemnified  Party
pursuant to, and the performance by such  Indemnified  Party, of the Services or
other  matters  referred to or  contemplated  by this JVA,  and Pepper Rock will
reimburse  Oxalis for all costs and  expenses  (including,  without  limitation,
reasonable attorneys' fees and expenses) as they are incurred in connection with
the investigation  of,  preparation for or defense of any pending or threatening
claim,  or any action or proceeding  arising there from, if and when Oxalis is a
named party thereto.

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Pepper Rock shall, to the full extent lawful, reimburse,  indemnify and hold the
Indemnified Parties harmless of and from any and all expenses,  losses, damages,
liabilities,  demands,  charges and claims of any nature  whatsoever  (including
attorneys'  fees) in respect of or arising  from any acts or  omissions  of such
Indemnified  Party made in good faith in the performance of Oxalis' duties under
this JVA and not  constituting  such  Indemnified  Party's  bad  faith,  willful
misconduct,  gross negligence or reckless disregard of Oxalis' duties under this
JVA.  Notwithstanding  the foregoing  provisions of this paragraph,  Pepper Rock
shall not be obligated to reimburse,  indemnify and hold any  Indemnified  Party
harmless  if such  indemnification  would not be  permitted  under the terms and
provisions of this JVA.

The indemnifying Party's obligations under this Section are subject to:

     i)   the other Party giving prompt  notice of such action,  claim or threat
          and all applicable  information in the indemnifying party's possession
          with respect thereto;

     ii)  the other  party  giving  reasonable  assistance  at the  indemnifying
          party's expense in connection therewith; and,

     iii) the indemnifying party having sole authority to control,  defends, and
          settles the matter.

NO CONFLICTS:  Pepper Rock represents and warrants that  performance of this JVA
does not and will not  breach  any other  agreement  to which  Pepper  Rock is a
party.  Pepper Rock further  represents  and  warrants  that Pepper Rock has not
entered  into and  agrees  not to enter  into,  any  agreement,  either  oral or
written, in conflict with or in violation of this JVA.

Oxalis  represents  and warrants that  performance of this JVA does not and will
not  breach  any other  agreement  to which  Oxalis is a party.  Oxalis  further
represents  and  warrants  that Oxalis has not entered  into,  and agrees not to
enter  into,  any  agreement,  either oral or  written,  in conflict  with or in
violation of this JVA.

BINDING OBLIGATION:  Upon its execution and delivery,  this JVA shall constitute
the valid and binding obligation of a Party and the Parties, enforceable against
the  Parties  or a  Party  in  accordance  with  its  terms,  except  that  such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect  relating to creditors'  rights
and general principles of equity.

AUTHORITY:  The Parties represent that they have the full power and authority to
enter  into  and  perform  this JVA and that the  Parties  have  authorized  the
execution, delivery, and performance of this JVA.

COMPLIANCE  WITH LAWS: The Parties agree that in the course of fulfilling  their
respective  responsibilities under this JVA, the Parties shall not engage in any

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conduct, furnish any information or take any other action which would violate or
cause  either Party to violate any United  States law or lose any United  States
federal  tax  benefits,  including  but  not  limited  to any of the  activities
described in or prohibited by The Foreign Corrupt Practices Act of 1977, Section
999 of The Internal Revenue Code of 1986, The Export Administration Act of 1984,
and all regulations promulgated hereunder.

Furthermore,  the  Parties  agree  that in  during  the  Term  of  this  JVA and
provisions  set forth  herein,  the Parties will use all  reasonable  efforts to
comply with and avoid  violation of any applicable  laws of the United States of
America,  any state as well as any other  jurisdiction or political  subdivision
thereof the  Parties do business  in,  including  regulations,  rules and orders
promulgated  under  such laws and  customs  having  the  effect of law.  Without
limiting the generality of the  foregoing,  the Parties will not make any offer,
payment,  promise to pay or  authorization  of the payment of any money,  or any
offer,  gift,  promise to give,  or  authorization  of the giving of anything of
value,  directly or indirectly,  to any government  official,  political  party,
party  official,  or  candidate  for public or  political  office to induce such
persons to use their influence with a government or  instrumentality in order to
obtain an improper business advantage for the Parties.

EQUITABLE REMEDIES:  The Parties acknowledge that irreparable injury will result
to the other Party from  violation  of any of the terms of this JVA.  Therefore,
the Parties expressly agree that the other Party shall be entitled,  in addition
to damages and any other  remedies  provided by law, to an  injunction  (without
notice and without the  necessity of posting a bond) or other  equitable  remedy
respecting such violation or continued violation.

COUNSEL;  INTERPRETATION:  The Parties to this JVA acknowledges  that such Party
has  caused  this  JVA to be  reviewed  and/or  had the  opportunity  to have it
approved  by  legal  counsel  of such  party's  own  choice.  The  Parties  have
negotiated  the  provisions of this JVA, and any  presumption  that an ambiguity
contained in this JVA shall be construed  against the Party that caused this JVA
to be drafted shall not apply to the interpretation of this JVA.

ENTIRE AGREEMENT:  This JVA contain the entire understanding of the Parties with
respect to the subject matter hereof and supersedes any prior  communication  or
agreement with respect thereto.

POST JVA PLAN: Upon execution of this JVA, Pepper Rock will immediately initiate
their due  diligence and advise Oxalis if they desire to proceed under the terms
of this JVA within ten (10) days after  execution  of this JVA.  However,  it is
expressively  agreed upon  between the Parties that Pepper Rock may not make any
announcement  regarding  its proposed  investment  in any of the AMIs until such
time as Pepper Rock has  completed  its due diligence and has funded its Initial
Investment Tranche.

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If Pepper Rock decides, for whatever reason, not to proceed with its Pepper Rock
Investment  in any or all of the  AMIs  at  the  end of its  ten  (10)  day  due
diligence period, then this JVA shall immediately become null and void.

NOTICES: Any notice or communication  provided for or required by this JVA to be
in writing shall be:

     a.   Hand delivered

     b.   Sent by certified mail with full postage, or

     c.   Sent by overnight courier service with proof of delivery.

Any  notice  so sent  shall be deemed  received  upon the  earlier  of an actual
receipt or Three (3) business days after proper posting.

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The  addresses of the Parties shall be as indicated  below,  but the Parties may
change their notice  addresses  by giving  written  notice of such change to the
other Party at its current address.

OXALIS ENERGY GROUP, INC.                       PEPPER ROCK RESOURCES CORP.
7026 Old Katy Road, Suite 254                   One Lincoln Center 18 West
Houston, TX  77024                              140 Butterfield Road, 15th Floor
(310) 402-8682                                  Oakbrook Terrace,IL  60181
Fax: (310) 454-6192                             Fax: (630) 613-787
Attn: Don Sullivan                              Attn: Phil Kueber

Agreed on this 10TH day of February, 2010,

OXALIS ENERGY GROUP, INC.                       PEPPER ROCK RESOURCES CORP.


/s/ Donald Sullivan                             /s/ Phil Kueber
--------------------------------                --------------------------------
Donald Sullivan                                 Phil Kueber


--------------------------------                --------------------------------
Title                                           Title

                                   END OF JVA


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