EXHIBIT 10.20
                                 No. 2002-48702
 ______________________________________________________________________________

MILLENNIUM  SEISMIC,  INC.                |     IN  THE  DISTRICT  COURT  OF
                                          |
                                          |
vs.                                       |     HARRIS  COUNTY,  TEXAS
                                          |
                                          |
HOUSTON  AMERICAN  ENERGY  CORP.,  and    |
JOHN  F.  TERWILLIGER                     |     280TH  JUDICIAL  DISTRICT
_____________________________________________________________________________

                  COMPROMISE SETTLEMENT AGREEMENT AND COMPLETE
                             RELEASE OF ALL LAWSUITS

     This  Compromise  Settlement Agreement and Complete Release Of All Lawsuits
(this  "Agreement")  is  entered  by  and  between  MILLENNIUM  SEISMIC,  INC.
("Millennium")  and  HOUSTON  AMERICAN  ENERGY  CORP.  and  JOHN  F. TERWILLIGER
(collectively,  the  "Houston  American  Parties").

                                    RECITALS

     WHEREAS, Millennium filed this lawsuit (the "Lawsuit"), in which Millennium
sought  damages,  all  as  shown in Millennium's Petition, reference to which is
hereby  made  for  all purposes as though those same pleadings were fully copied
and  set  forth  at  length  herein;  and

     WHEREAS,  the  Houston  American  Parties  filed  a  counterclaim  against
Millennium  (the  "Counterclaim"), all as shown in the Houston American Parties'
Special  Exceptions, Answer, and Counterclaim, reference to which is hereby made
for  all purposes as though those same pleadings were fully copied and set forth
at  length  herein;  and

     WHEREAS,  bona  fide  disputes  and controversies continue to exist between
Millennium  and  the Houston American Parties as to any liability of the Houston
American Parties for claims and damages alleged in the Lawsuit and any liability
of Millennium for claims and damages alleged in the Counterclaim, and because of
such  disputes  and  controversies,  Millennium and the Houston American Parties
desire to fully compromise, release and settle any and all direct and derivative
claims  relating  to  the  Lawsuit  or  the Counterclaim and to the incidents or
events  described therein as to which Millennium or the Houston American Parties
now  have  or  may  have  in  the  future  against the other and/or their heirs,
executors,  personal  representatives,  successors  and  assigns,  affiliates or
agents,  both Millennium and the Houston American Parties, intending that all of
the  terms  and  conditions of their settlement shall be fully set forth in this
Agreement;  and

     WHEREAS, it is understood and agreed by Millennium and the Houston American
Parties that this Agreement is executed for the purpose of settling all disputes
between  them and is not to be construed as an admission of any liability, which
Millennium  and  the Houston American Parties have expressly denied and continue
to  deny;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements, Millennium and the Houston American Parties agree as
follows:

     1.     Dismissal  of  the Lawsuit.  Contemporaneously with the execution of
            --------------------------
this  Agreement, Millennium shall enter a joint motion to dismiss the Lawsuit in
a  document  that  shall  effectively  dismiss the Lawsuit in its entirety, with
prejudice as to its refiling, which motion shall reference the existence of this
Agreement  and  shall  dispose  of  all  claims brought or which could have been
brought  in  the  Lawsuit.

     2.     Dismissal of the Counterclaim.  Contemporaneously with the execution
            -----------------------------
of  this  Agreement,  the Houston American Parties shall enter a joint motion to
dismiss  the  Counterclaim  in  a  document  that  shall effectively dismiss the
Counterclaim  in  its  entirety, with prejudice as to its refiling, which motion
shall  reference the existence of this Agreement and shall dispose of all claims
brought  or  which  could  have  been  brought  in  the  Counterclaim.


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     3.     Release  of  the Houston American Parties.  In consideration for the
            -----------------------------------------
agreement  by  the  Houston American Parties to the terms and conditions of this
Agreement,  plus  other  good  and  valuable  consideration,  inclusive  of  all
attorneys'  fees,  interest,  costs and expenses, the receipt and sufficiency of
which  are  hereby  acknowledged,  Millennium, and its predecessors, successors,
agents,  consultants, attorneys, legal representatives, assigns, and third party
entities  acting in their behalf (collectively identified and referred to herein
as  the  "Millennium  Releasing  Parties,")  do  hereby forever Release, Acquit,
Relinquish  and Forever Discharge the Houston American Parties, and their heirs,
executors,  personal  representatives,  successors  and  assigns,  affiliates or
agents,  employees,  attorneys,  consultants, shareholders, officers, directors,
and  other  legal  representatives,  and  insurers  (collectively identified and
referred  to  herein as the "Houston American Released Parties") of and from any
and  all causes of action, claims, demands, suits, liabilities, costs, expenses,
losses,  damages,  and  attorneys'  fees,  past,  present  and  future, known or
unknown,  fixed  or  contingent,  liquidated  or  unliquidated,  of  any  nature
whatsoever  relating  or  pertaining  to,  arising  out  of  or to arise out of,
resulting  from  or  to  result  from  the  matters  and  events asserted in the
pleadings  on  file  in  the Lawsuit, or which might have been asserted or could
have  been  asserted  therein by or on behalf of any of the Millennium Releasing
Parties  against any of the Houston American Released Parties, including but not
limited  to  any  claims,  causes of action or theories of liability or recovery
based  on  contract,  tort,  intentional  tort,  negligence,  gross  negligence,
negligence per se, failure to warn, breach of fiduciary or special relationship,
fraud,  malice,  alter  ego,  property  damage, punitive damages, past or future
medical  expenses,  physical  pain  and  suffering,  mental  anguish,  emotional
distress,  lost  wages, disfigurement, impairment, lost consortium, or any other
personal  injury  or  property damage claims of any nature whatsoever, including
attorneys'  fees  and  interest  thereon.

     The  Millennium  Releasing  Parties acknowledge that it is the intention of
all  the parties hereto or mentioned herein that any and all other claims and/or
relief  of  any  kind  or character whatsoever in connection with the Lawsuit by
Millennium  against  the  Houston  American  Parties  are hereby forever WAIVED,
RELEASED,  DISCHARGED and RELINQUISHED.  Millennium expressly waives and assumes
the  risk  of  claims  for  unknown  and  unanticipated  injuries and damages to
Millennium which exist on this date but about which Millennium knows nothing nor
suspects  to  exist  whether  through ignorance, oversight, error, negligence or
otherwise,  and  which,  if  known, would or might have a material affect on the
Millennium's  decision  to  enter  this  Agreement.

     4.     Release  of  Millennium.  In  consideration  for  the  agreement  by
            -----------------------
Millennium  to  the  terms and conditions of this Agreement, plus other good and
valuable  consideration,  inclusive  of all attorneys' fees, interest, costs and
expenses,  the  receipt  and  sufficiency  of which are hereby acknowledged, the
Houston  American  Parties,  all  of  their  predecessors,  successors,  agents,
consultants,  attorneys,  heirs,  beneficiaries, legal representatives, assigns,
and  third  party  entities  acting in their behalf (collectively identified and
referred  to  herein  as  the  "Houston  American Releasing Parties,") do hereby
forever  Release,  Acquit,  Relinquish and Forever Discharge Millennium, and its
personal  representatives,  successors  and  assigns,  affiliates  or  agents,
employees,  attorneys, consultants, shareholders, officers, directors, and other
legal  representatives,  and  insurers  (collectively identified and referred to
herein  as  the "Millennium Released Parties") of and from any and all causes of
action,  claims,  demands, suits, liabilities, costs, expenses, losses, damages,
and  attorneys'  fees,  past,  present  and  future,  known or unknown, fixed or
contingent,  liquidated  or  unliquidated,  of any nature whatsoever relating or
pertaining  to,  arising  out of or to arise out of, resulting from or to result
from  the  matters  and  events  asserted  in  the  pleadings  on  file  in  the
Counterclaim,  or  which  might  have  been asserted or could have been asserted
therein by or on behalf of any of the Houston American Releasing Parties against
any of the Millennium Released Parties, including but not limited to any claims,
causes  of  action or theories of liability or recovery based on contract, tort,
intentional  tort,  negligence,  gross negligence, negligence per se, failure to
warn,  breach  of  fiduciary  or special relationship, fraud, malice, alter ego,
property  damage,  punitive  damages,  past or future medical expenses, physical
pain  and  suffering,  mental  anguish,  emotional  distress,  lost  wages,
disfigurement,  impairment,  lost  consortium,  or  any other personal injury or
property  damage  claims of any nature whatsoever, including attorneys' fees and
interest  thereon.

     The Houston American Releasing Parties acknowledge that it is the intention
of  all  the  parties  hereto  or mentioned herein that any and all other claims
and/or  relief  of  any  kind  or  character  whatsoever  in connection with the
Counterclaim  by  the  Houston  American  Parties  against Millennium are hereby
forever  WAIVED,  RELEASED,  DISCHARGED  and RELINQUISHED.  The Houston American
Parties  expressly  waive  and  assume  the  risk  of  claims  for  unknown  and
unanticipated  injuries  and damages to the Houston American Parties which exist
on  this  date  but  about  which  the Houston American Parties know nothing nor
suspect  to  exist  whether  through  ignorance, oversight, error, negligence or
otherwise,  and  which,  if  known, would or might have a material affect on the
Houston  American  Parties'  decision  to  enter  this  Agreement.


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     5.     Hold  Harmless  by  Millennium.  In  further  consideration for this
            ------------------------------
Agreement,  Millennium agrees to indemnify and hold harmless each of the Houston
American Released Parties from any and all claims, differences, demands, losses,
liabilities,  damages,  causes  of  action,  defense  costs  and  expenses,  and
attorneys'  fees,  of any nature, type or character whatsoever, including claims
for  contractual,  statutory or equitable subrogation, whether known or unknown,
whether  for compensatory, punitive, exemplary or any other damages or indemnity
of  any kind or character in contract or in tort that may accrue of have accrued
relating  to  or  otherwise  in  connection  with the allegations in the Lawsuit
asserted  by  anyone  claiming  by,  through or under Millennium or its personal
representatives,  successors  and  assigns.

     6.     Hold  Harmless  by  the  Houston  American  Parties.  In  further
            ---------------------------------------------------
consideration  for  this  Agreement,  the  Houston  American  Parties  agree  to
indemnify and hold harmless each of the Millennium Released Parties from any and
all  claims,  differences,  demands,  losses,  liabilities,  damages,  causes of
action,  defense costs and expenses, and attorneys' fees, of any nature, type or
character  whatsoever,  including claims for contractual, statutory or equitable
subrogation,  whether  known  or  unknown,  whether  for compensatory, punitive,
exemplary or any other damages or indemnity of any kind or character in contract
or  in  tort  that  may  accrue  of  have  accrued  relating  to or otherwise in
connection  with the allegations in the Counterclaim asserted by anyone claiming
by,  through  or  under  the Houston American Parties or their heirs, executors,
personal  representatives,  successors  and  assigns.

     7.     Covenant  Not  to  Sue  by  Millennium.  In  consideration  of  this
            --------------------------------------
Agreement  and  the other consideration recited herein, Millennium, its personal
representatives, successors and assigns hereby agree not to sue, make any claims
against,  nor  institute any action or proceeding, nor seek recovery directly or
indirectly  against  any  of  the  Houston  American Released Parties to recover
damages  of  any kind or character, either to person or property, resulting from
the  incidents  described  in the Lawsuit or which may in any manner hereinafter
arise  out  of  the  incidents  described  in  the  Lawsuit.

     8.     Covenant  Not  to  Sue  by  the  Houston  American  Parties.  In
            -----------------------------------------------------------
consideration  of this Agreement and the other consideration recited herein, the
Houston  American  Parties,  their  heirs,  executors, personal representatives,
successors  and  assigns  hereby  agree not to sue, make any claims against, nor
institute  any  action  or  proceeding, nor seek recovery directly or indirectly
against any of the Millennium Released Parties to recover damages of any kind or
character,  either to person or property, resulting from the incidents described
in  the  Counterclaim  or  which  may in any manner hereinafter arise out of the
incidents  described  in  the  Counterclaim.

     9.     Termination  of  the  Exchange  Agreement.  In consideration of this
            -----------------------------------------
Agreement  and  the  other  consideration  recited herein, that certain Exchange
Agreement  executed on July 19, 2002 by and between Millennium Seismic, Inc. and
Houston  American  Energy  Corp.  (the  "Exchange Agreement") including, but not
limited  to,  any  other  agreements  or  instruments  executed  in  connection
therewith,  are  deemed terminated for all purposes and no longer have any force
or  effect.

     10.     Cancellation of Stock Certificate and Warrant.  In consideration of
             ---------------------------------------------
this  Agreement  and  the  other  consideration  recited herein, the certificate
representing  1,000,000  shares  of  the common stock of Houston American Energy
Corp., par value $0.001 per share, and the warrant to purchase 750,000 shares of
the  common  stock of Houston American Energy Corp., par value $0.001 per share,
delivered  to Millennium pursuant to the Exchange Agreement are deemed cancelled
as  of  the date of their issuance and the same have no further force or effect.
Millennium  has  returned  said  certificate and warrant to the Houston American
Parties.

     11.     Representations and Warranties of Millennium.  Millennium expressly
             --------------------------------------------
represents  and  warrants  to each and all of the Houston American Parties that:

          (a)  Millennium  is  duly  authorized  to  execute  this  Agreement;

          (b)  All  expenses  of  any  and every nature and character whatsoever
incurred by Millennium or on its behalf, past or future, arising from all of the
incidents  described  in  the  Lawsuit  and  from the Lawsuit itself are not the
obligation  of  any  of  the  Houston  American  Released  Parties;

          (c)  There  are  no  unresolved  issues;


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          (d)  Millennium's  claims  in  the  Lawsuit  have  not  been assigned,
pledged,  or  otherwise  in  any manner whatsoever sold or transferred or become
subject  to a lien, either by instrument, in writing or otherwise, including any
right,  interest  or  claim  which  Millennium  may have now or in the future by
reason  of  the incidents described in the Lawsuit or any matters arising out of
or  related  thereto;  and

          (e)  No  representations,  if  any, about the nature and extent of the
claims  of Millennium or damages thereunder made by any attorney or agent of any
of  the  Houston  American  Released  Parties,  nor any representations, if any,
regarding  the  nature and extent of legal liability or financial responsibility
of any of the Houston American Released Parties have induced Millennium to enter
into  this  Agreement.

     12.     Representations  and  Warranties  of  the Houston American Parties.
             ------------------------------------------------------------------
The Houston American Parties expressly represent and warrant to Millennium that:

          (a)  The  Houston  American Parties are duly authorized and/or legally
competent  to  execute  this  Agreement;

          (b)  All  expenses  of  any  and every nature and character whatsoever
incurred  by  the  Houston  American Parties or on their behalf, past or future,
arising  from  all  of  the incidents described in the Counterclaim and from the
Counterclaim  itself  are not the obligation of the Millennium Released Parties;

          (c)  There  are  no  unresolved  issues;

          (d)  The Houston American Parties' claims in the Counterclaim have not
been  assigned,  pledged,  or  otherwise  in  any  manner  whatsoever  sold  or
transferred  or  become  subject  to a lien, either by instrument, in writing or
otherwise,  including  any  right,  interest or claim which the Houston American
Parties  may  have  now or in the future by reason of the incidents described in
the  Counterclaim  or  any  matters  arising  out  of  or  related  thereto; and

          (e)  No  representations,  if  any, about the nature and extent of the
claims  of  the  Houston  American  Parties  or  damages  thereunder made by any
attorney  or  agent of the Millennium Released Parties, nor any representations,
if  any,  regarding  the  nature  and  extent  of  legal  liability or financial
responsibility  of  any  of  the  Millennium  Released  Parties have induced the
Houston  American  Parties  to  enter  into  this  Agreement.

     13.     Applicable  Law.  Millennium and the Houston American Parties agree
             ---------------
that  this  Agreement may be signed in multiple counterparts, shall be construed
and  interpreted  in  accordance  with the laws of Texas, and that venue for any
dispute  in  connection  with  this  Agreement  shall  be  Harris County, Texas.

     14.     Attorneys'  Fees.  Each  party  shall pay its respective attorneys'
             ----------------
fees  in  connection  with  the  Lawsuit,  the Counterclaim, and this Agreement.

     15.     Entire  Agreement  and  Successors  in  Interest.  This  Agreement
             ------------------------------------------------
contains  the  entire  agreement  between  Millennium  and  the Houston American
Parties  with  regard to matters set forth herein, and shall be binding upon and
inure  to  the  benefit  of  the  respective executors, administrators, personal
representatives,  heirs,  successors  and  assigns of Millennium and each of the
Houston  American  Parties.



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<PAGE>
     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  the ___ day of
December,  2002.



                                        MILLENNIUM SEISMIC, INC.



                                        By /s/  Jesse  R.  Marion
                                          ----------------------
                                          Jesse  R.  Marion,  President


                                        HOUSTON  AMERICAN  ENERGY  CORP.



                                        By /s/  John  F.  Terwilliger
                                          --------------------------
                                          John  F.  Terwilliger,  President



                                          /s/  John  F.  Terwilliger
                                        ----------------------------
                                        JOHN  F.  TERWILLIGER


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