EXHIBIT 10.5

                        SHARE PURCHASE AND SALE AGREEMENT
                        ---------------------------------


THIS AGREEMENT made effective the 30th day of May, 2001.


BETWEEN:  HADRO RESOURCES, INC., a body corporate incorporated under the laws of
          the State of Nevada and carrying on business in the United States of
          America

          (the "Purchaser")

AND:      U.S. OIL & GAS RESOURCES INC. a body corporate incorporated under the
          laws of British Columbia, and carrying on business in the City of
          Vancouver, British Columbia

          (the "Vendor")

AND:      OAKHILLS ENERGY INC., THOR ENERGY INC., and O.J. OIL & GAS INC.,
          bodies corporate incorporated under the laws of the State of Oklahoma
          and each carrying on business in the City of Holdenville, Oklahoma

          (collectively "Subs 1-3")


WHEREAS the Vendor is the registered and beneficial owner of all of the issued
and outstanding common shares in the capital stock of Subs 1-3 (the "Subs 1-3
Shares"); and

WHEREAS the Vendor wishes to sell, transfer and convey the Subs 1-3 Shares to
the Purchaser and the Purchaser is offering to purchase 100% of the Subs 1-3
Shares, subject to the terms and conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants, agreements, representations and warranties contained herein and other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties covenant and agree as follows:

1.   INTERPRETATION

1.1  Where used herein, the following terms shall have the following meanings:

     (a)  "Agreement", "hereto", "hereof", "herein", "hereby", and "hereunder"
          and similar expressions mean and refer to this Agreement as the same
          may be amended, modified or supplemented at any time or from time to
          time;

     (b)  "Assets" means the right, title and interest of Subs 1-3;

     (c)  "CDNX" means the Canadian Venture Exchange;

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     (d)  "Closing" means the completion of the purchase and sale of the Subs
          1-3 Shares pursuant hereto which shall take place within ten (10)
          business days of the acceptance of this Agreement for filing with the
          CDNX and the granting of shareholder approval of the Vendor to this
          Agreement, but in any event, not later than July 31, 2001, or on such
          other date as may be orally agreed between the parties hereto;

     (e)  "Purchase Price" means the purchase price set out in paragraph 2.1
          hereof;

     (f)  "The Purchaser Shares" means shares in the capital stock of the
          Purchaser issued to the Vendor as consideration for the purchase of
          the Subs 1-3 Shares as set out in paragraph 2.1 hereof; and

     (g)  "Vendor's Counsel" means Page Fraser and Associates, Barristers and
          Solicitors, of Vancouver, British Columbia in their capacity as
          counsel to the Vendor.


2.   PURCHASE OF SHARES

2.1  Subject to Closing and Section 2.5 of this Agreement, as of the Closing the
     Vendor hereby sells, assigns, transfers and conveys to the Purchaser, and
     the Purchaser hereby purchases from the Vendor, 100% of the Subs 1-3 Shares
     in consideration of the issuance to the Vendor of 10,000,000 Rule 144
     restricted common shares in the capital stock of the Purchaser on Closing.

2.2  The Purchaser agrees, in partial consideration for the transfer of 100% of
     the Subs 1-3 Shares to the Purchaser on Closing, to provide registration
     rights to register The Purchaser Shares for unrestricted transfer free
     trading status upon the written request of the Vendor, such registration of
     The Purchaser Shares shall be conducted by the Purchaser as soon as
     possible after written notice is tendered by the Vendor at the cost of the
     Purchaser. The Purchaser agrees to utilize its best efforts to conclude
     such registration in under 6 months.

2.3  The Vendor and the Purchaser agree that all funds advanced by the Purchaser
     to Subs 1-3 before the Closing shall be accounted for as such demand
     advances by the Purchaser, and evidenced by the issue of promissory demand
     notes by the Subs 1-3 (the "Demand Advances").

2.4  A finders fee payable in Rule 144 restricted common shares in the capital
     stock of the Purchaser shall be paid pursuant to this transaction by the
     Purchaser in the total of an additional 5% of The Purchaser Shares upon
     Closing.

2.5  This Agreement is subject to due diligence to be conducted by the Purchaser
     on or before the Closing date.


3.   REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.1  The Vendor hereby represents and warrants to and in favour of the Purchaser
     (the Purchaser relying on such representations and warranties in entering
     into this Agreement) that, as of the date hereof and as at the Closing:

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     (a)  the Vendor is the registered owner of all of the issued and
          outstanding shares in the capital stock of Subs 1-3 and the Vendor has
          a 100% beneficial right, title and interest in and to these Subs 1-3
          Shares;

     (b)  the Subs 1-3 Shares will be validly issued and outstanding as fully
          paid and non-assessable with no options, contracts, calls, commitments
          or rights of any character relating thereto;

     (c)  the Vendor has the full capacity and authority to sell, transfer,
          convey, assign or option its Subs 1-3 Shares in accordance with the
          terms of this Agreement;

     (d)  this Agreement and all other documents executed and delivered by the
          Vendor pursuant hereto constitute legal, valid and binding obligations
          of the Vendor enforceable in accordance with their terms;

     (e)  the Vendor's legal and beneficial title to its Subs 1-3 Shares is free
          and clear of all liens, charges, encumbrances, adverse claims and
          demands by any parties other than those to this Agreement;

     (f)  the Vendor is not a party to any actions, suits or other legal,
          administrative or arbitration proceedings or government investigations
          which might reasonably be expected to result in impairment or loss of
          the Vendors' interest in the Subs 1-3 Shares;

     (g)  the entering into of this Agreement by the Vendor and the completion
          of sale by the Vendor of the Subs 1-3 Shares pursuant hereto will not,
          to the best of its knowledge, result in the violation of any law,
          regulation or statute of the Province of British Columbia or the
          United States;

     (h)  the Vendor has incurred no obligations or liabilities, contingent or
          otherwise, for brokers' or finders' fees in respect of this
          transaction for which the Purchaser shall have any obligation or
          liability;

     (i)  Subs 1-3 are private companies duly incorporated, properly organized,
          validly existing and qualified to carry on business under the laws of
          the State of Oklahoma with all necessary power, authority and capacity
          to own or otherwise hold its property and assets, is in good standing,
          and has conducted its business in accordance with applicable laws;

     (j)  there will be no outstanding shareholders' loans owing to the Vendor
          by Subs 1-3;

     (k)  Subs 1-3 holds no assets other than the Assets;

     (l)  Subs 1-3 do not own any shares in any corporations or any beneficial
          interests in any other entities, nor are Subs 1-3 a party to any
          agreements of any nature to acquire any such shares or beneficial
          interests or to acquire or lease any other business operations;

     (m)  Subs 1-3 will have good and marketable title to the Assets, free and
          clear of all material liens, mortgages, charges, costs, expenses,
          liabilities and encumbrances of every nature and kind whatsoever other
          than that outlined in the audited financial statements of Subs 1-3 as
          attached as Exhibit A to this Agreement; and

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     (n)  there are no suits or proceedings at law or equity before or by any
          federal, provincial, municipal or other governmental department,
          commission, board, bureau, agency or instrumentality, which could
          adversely affect the business of Subs 1-3 or the purchase and sale
          herein contemplated.

3.4  The Vendor acknowledges and agrees that the Purchaser has entered into this
     Agreement relying on the warranties and representations and other terms and
     conditions hereof.


4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1  The Purchaser represents and warrants to the Vendor (the Vendor relying on
     such representations and warranties in entering into this Agreement) that
     as of the date hereof:

     (a)  the Purchaser is a corporation duly incorporated under the laws of the
          State of Nevada, is validly existing and in good standing with respect
          to the filing of annual returns, and has the authority and capacity to
          enter into this Agreement and to carry out the transactions
          contemplated hereby;

     (b)  all information with respect to the business activities of the
          Purchaser publicly disclosed by the Purchaser is true and correct;

     (c)  all necessary corporate actions have been or will be taken prior to
          Closing to authorize the Purchaser to enter into and perform this
          Agreement and this Agreement constitutes a legal, valid and binding
          obligation of the Purchaser enforceable against the Purchaser in
          accordance with its terms;

     (d)  the entering into of this Agreement and the transactions contemplated
          hereby will not result in the violation or breach of any of the terms
          and provisions of any indenture, lease or agreement, written or oral,
          to which the Purchaser is a party or by which the Purchaser is bound
          or affected;

     (e)  the entering into of this Agreement by the Purchaser and the
          completion by the Purchaser of the purchase of the Subs 1-3 Shares
          will not result in the violation of any law of the State of Nevada or
          the laws of the United States of America applicable therein;

     (f)  the Purchaser has not made any arrangements, commitments or
          undertakings for the payment of any finder's fees, commissions or
          brokerage fees in respect of the transactions contemplated by this
          Agreement for which the Vendor will have any liability other than that
          disclosed in Section 2 of this Agreement;

     (g)  the entering into of this Agreement and the transactions contemplated
          hereby will not result in the violation of any of the terms and
          provisions of the constating documents or bylaws of the Purchaser or
          the Purchaser's Listing Agreement with the NASD's OTCBB or the Form
          211s filed by its market makers with the NASD; and

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     (h)  The Purchaser is not in default of any requirements of the Securities
          Exchange Act of 1934 or the Securities Act of 1933 and the rules and
          regulations thereunder or of the rules and policies of the NASD as
          applied to the OTCBB system of electronic trading.

     (i)  The Purchaser agrees to maintain in good standing all listing
          requirements now and at any future date, such requirements shall
          include but are not limited to those of the SEC and the Securities
          Exchange Act of 1934 or the Securities Act of 1933 and the rules and
          regulations thereunder, those required by the NASD, and the rules and
          policies of the NASD as applied to the OTCBB system of electronic
          trading, and any and all other corporate jurisdictions that may impact
          the good standing of its public trading listings.

4.3  The Purchaser acknowledges and agrees that the Vendor has entered into this
     Agreement relying on the warranties and representations and other terms and
     conditions hereof.


5.   COVENANTS OF THE VENDORS

5.1  The Vendors covenant and agree that they will:

     (a)  cause to be taken all reasonably necessary steps, actions and
          corporate proceedings on the part of Subs 1-3 (including the approval
          of this Agreement by the directors of Subs 1-3) to enable it to vest a
          good and marketable title to the Subs 1-3 Shares in the Purchaser,
          free and clear of all liens, mortgages, encumbrances, equities or
          claims of every nature and kind whatsoever other than that outlined in
          the audited financial statements of Subs 1-3 as attached as Exhibit A
          to this Agreement;

     (b)  if necessary, forthwith after the execution of this Agreement, obtain
          all necessary consents that may be required pursuant to the Assets in
          respect of the acquisition by the Purchaser of the Subs 1-3 Shares;

     (c)  forthwith after the Closing of the transactions contemplated in this
          Agreement, confirm the appointments of Mr. Douglas Humphrey and Jurgen
          Wolf of the Vendor to the Board of Directors of the Purchaser subject
          only to their agreement and qualification to act as a director for a
          US public company; and

     (d)  take all reasonably necessary steps and perform all reasonable acts
          necessary to register the transfer of Subs 1-3 Shares to the Purchaser
          as these transfers occur.


6.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1  All representations, warranties, covenants and agreements made by the
     Vendor in this Agreement or pursuant hereto shall, unless otherwise
     expressly stated, survive the Closing and the payment of the Purchase
     Price.

6.2  All representations, warranties, covenants and agreements made by the
     Purchaser in this Agreement or pursuant hereto shall, unless otherwise
     expressly stated, survive the Closing, execution of further conveyances,
     the payment of the Purchase Price and any investigation at any time made by
     or on behalf of the Vendor.

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7.   CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

7.1  Notwithstanding anything herein contained, the obligation of The Purchaser
     to complete the purchase of the Subs 1-3 Shares hereunder is subject to the
     following conditions:

     (a)  the representations and warranties of the Vendors contained in this
          Agreement shall be true as of Closing;

     (b)  all of the covenants, agreements and deliveries of the Vendors to be
          performed on or before the Closing pursuant to the terms of this
          Agreement shall have been duly performed;

     (c)  prior to the Closing, Subs 1-3 shall not have experienced any event or
          condition or taken any action of any character or have become aware of
          any action of any character that would adversely affect the Assets, or
          financial condition of Subs 1-3 so as to materially reduce the value
          of the Assets to the Purchaser;

     (d)  The Purchaser and its counsel in their sole discretion are satisfied
          that at the Closing:

          (i)  The Purchaser will acquire good and valid title to the Subs 1-3
               Shares free and clear of liens, charges and encumbrances (subject
               to section 2.4); and

          (ii) this transaction will not be subject to being set aside under any
               applicable insolvency, bankruptcy, or similar legislation;

     (e)  the transactions contemplated by this Agreement shall have been duly
          approved by the boards of directors of Subs 1-3, the Vendor, and by
          the CDNX, and shareholder approval of the Vendor, if necessary; and

     (f)  no federal, provincial, regional or municipal government or any agency
          thereof shall have enacted any statute, regulation or bylaws or
          announced any policy that will materially and adversely affect the
          Assets or the right of Subs 1-3 to the full enjoyment of the Assets.

     (g)  This Agreement is subject to due diligence to be conducted by the
          Purchaser on all aspects of Subs 1-3 or before the Closing date.

8.2  The foregoing conditions are for the exclusive benefit of the Purchaser and
     such conditions may be waived in whole or in part by the Purchaser on or
     prior to the Closing by delivery to the Vendor of a written waiver to that
     effect, signed by the Purchaser.


9.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE VENDOR

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9.1  Notwithstanding anything herein contained the obligation of the Vendor to
     complete the sale hereunder is subject to the following conditions:

     (a)  the representations and warranties of the Purchaser contained in this
          Agreement shall be true as of the Closing;

     (b)  The Purchaser shall have performed and complied with all covenants,
          agreements and conditions required by this Agreement to be performed
          or complied with by it at or prior to the Closing; and

     (c)  the transactions contemplated by this Agreement shall have been duly
          approved by the boards of directors of Subs 1-3, the Purchaser, and by
          the CDNX, if necessary.

9.2  The foregoing conditions are for the exclusive benefit of the Vendor and
     any such condition may be waived in whole or in part by the Vendor at or
     prior to the time of Closing by delivering to the Purchaser a written
     waiver to that effect, signed by the Vendor.


10.  VENDORS' DELIVERIES

10.1 At the Closing the Vendor shall deliver or cause to be delivered to the
     Purchaser or to the Purchaser's agent:

     (a)  a resolution of the board of directors of Subs 1-3 approving the
          transfer of 100% of the Subs 1-3 Shares to the Purchaser;

     (b)  share certificates for 100% of Subs 1-3 Shares duly endorsed for
          transfer;

     (c)  the corporate records and seals of Subs 1-3 including, without
          limiting the generality of the foregoing, Subs 1-3' constating
          documents and all minutes and resolutions of Subs 1-3' directors and
          shareholders;

     (d)  copies of all documents (including, without limitation, records,
          correspondence and contracts relating to Subs 1-3 that have not been
          previously delivered before Closing and that the Purchaser in its
          reasonable opinion considers to be necessary or desirable for the
          conduct by the Purchaser of any activities related to the Assets.


11.  PURCHASER'S DELIVERIES

11.1 At the Closing, The Purchaser shall deliver or cause to be delivered share
     certificate(s) for the Purchaser Shares registered in the names of the
     Vendor.


12.  LOSS OR DAMAGE TO THE ASSETS PRIOR TO CLOSING

12.1 Until Closing, the Vendor shall cause Subs 1-3 to, and Subs 1-3 shall
     continue to, satisfy and comply with its operating and business obligations
     and shall not make or initiate any actions that could result in the default
     in or breach of any term, condition, provision or obligation to be
     performed in the course of the business of each company which would impair
     or result in the loss of Subs 1-3' interest in the Assets or adversely
     affect the business of Subs 1-3 or the purchase and sale herein
     contemplated.

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13.  NOTICES

13.1 Any notice or other writing required or permitted to be given hereunder
     shall be deemed to be sufficiently given if personally delivered, if mailed
     postage prepaid in any post office in Canada or the United States, or if
     given by telegram, telecopier, or facsimile, addressed to the addresses
     given for the parties to this Agreement.

13.2 Any such notice given as aforesaid shall be deemed to have been given to
     the parties hereto when delivered, if personally delivered, on the third
     business day following the date of mailing, if mailed, and on the same day
     as the telegraphing, telecopying, or facsimile transmission thereof, if
     telegraphed, telecopied, or transmitted by facsimile, PROVIDED HOWEVER,
     that during the period of any postal interruption in Canada or the United
     States any notice given hereunder by mail shall be deemed to have been
     given only as of the date of actual delivery of the same.

13.3 Any party may, from time to time by notice in writing given as aforesaid,
     change its address for the purposes of this section by giving notice of
     this change to the other parties.


14.  GENERAL PROVISIONS

14.1 Time shall be of the essence of this Agreement.

14.2 This Agreement contains the whole agreement between the Vendor and the
     Purchaser in respect of the purchase and sale of the Subs 1-3 Shares
     contemplated hereby and there are no warranties, representations, terms,
     conditions or collateral agreements, express, implied or statutory, other
     than expressly set forth in this Agreement.

14.3 This Agreement shall enure to the benefit of and be binding upon the
     parties hereto and, as applicable, their heirs, administrators, successors
     and assigns, and any reference herein to the Vendor or the Purchaser shall
     include, as applicable, their successors and assigns.

14.4 The parties hereto shall execute such further and other documents and do
     such further and other things as may be necessary to carry out and give
     effect to the intent of this Agreement.

14.5 This Agreement shall in all respects be governed by and be construed in
     accordance with the laws of the State of Nevada and the parties hereto
     agree to attorn to the courts thereof.

14.6 If any one or more of the provisions contained in this Agreement should be
     invalid, illegal or unenforceable in any respect in any jurisdiction, the
     validity, legality and enforceability of such provision or provisions shall
     not in any way be affected or impaired thereby in any other jurisdiction
     and the validity, legality and enforceability of the remaining provisions
     contained herein shall not in any way be affected or impaired thereby,
     unless in either case as a result of such determination this Agreement
     would fail of its essential purpose. 14.10 Unless otherwise indicated, all
     dollar amounts referred to in this Agreement are in US dollars.

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14.12 All costs and expenses (including, without limitation, the fees and
     disbursements of legal counsel and any investment advisors) incurred in
     connection with this Agreement and the transactions contemplated hereby
     shall be paid by the party incurring such expenses unless otherwise agreed
     to between the parties.

14.13 This Agreement may be executed in one or more counterparts and by
     facsimile, each of which counterparts so executed shall constitute an
     original and all of which together shall constitute one and the same
     agreement.

14.14 The parties hereto acknowledge that Page Fraser and Associates represents
     the Vendor and has provided no legal advice with respect to this Agreement
     to any other party.

14.15 The parties undersigned have read, acknowledged, understood and accepted
     or, in the case of Subs 1-3, consented to, the terms of the offer above.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.


U.S. OIL & GAS RESOURCES INC.

-------------------------------
Authorized Signatory


HADRO RESOURCES, INC.

-------------------------------
Authorized Signatory


The terms of the above offer are hereby acknowledged and consented to:

OAKHILLS ENERGY INC.

-------------------------------
Authorized Signatory

THOR ENERGY INC.

-------------------------------
Authorized Signatory

O.J. OIL & GAS INC.

-------------------------------
Authorized Signatory


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EXHIBIT "A"

Financial Statements of SUBS 1-3