Exhibit 10.11

                              EXPLORATION AGREEMENT
                              ---------------------

     This Exploration Agreement (the "Agreement") is entered into on January 31,
2006, (the "Effective  Date") between  Lexington Oil & Gas Ltd. Co., an Oklahoma
limited liability company, (referred to as "First Party") and Dylan Peyton, LLC,
a Texas limited liability company, (referred to as ("Second Party"). First Party
and Second Party may be referred to collectively as the "Parties."

     First Party and Second Party are interested in conducting joint exploration
operations,  including the drilling of exploratory or development wells, for the
discovery of and for the production of oil and/or gas in an area in McIntosh and
Hughes Counties, Oklahoma.

     In  consideration  of the premises and the mutual  covenants and agreements
set out in this Agreement, First Party and Second Party agree as follows:

I.   Contract Area

     The area covered by this Agreement, called the "Contract Area," consists of
those lands and leases described in Exhibit "A" attached hereto,  all located in
McIntosh and Hughes Counties, Oklahoma.

II.  Area of Mutual Interest

     The area of mutual  interest  ("AMI") shall be defined as the Contract Area
and  all  areas  within  one  mile  of the  boundaries  of the  leases  assigned
hereunder.  This AMI shall be  subject  to the  existing  AMIs and  Farmouts  as
provided to Second Party. The AMIs are with Orion  Exploration,  dated March 12,
2004 and amended April 5, 2004 (Coal Creek);  AMI with Exok, Inc. dated June 29,
2004  (H9);  Farmout  with Faith  Production,  L.L.C.  dated July 19,  2004 (Jon
Swadley); and 3 Farmouts with Roy W. Swadley & Judith I. Swadley dated April 21,
2004 (South Lamar).

III. Interested Parties, Lease Acquisition

     A.  Subject to the other terms and  conditions  of this  Agreement,  Avatar
Energy, LLC, a Texas limited liability company and an Affiliate of Second Party,
shall be the Operator of the Initial  Test Well and any test well drilled  under
the terms of this Agreement and the Operating Agreement.

     B. First Party owns the oil and gas leases  described  in Exhibit A. Second
Party will pay  $575,000 to First Party for an  assignment  to be  delivered  to
Second Party within 10 days after execution of this Agreement and simultaneously
with the payment of $575,000 to First Party by Second  Party,  First Party shall
deliver to Second Party an assignment of an undivided 50% of all the leases.

     C. Prior to Operator  expending any sums for drilling  operations under the
terms of this  Agreement  or the  Operating  Agreement,  for work  that has been
mutually   approved  by  the  Parties,   Operator   shall  prepare  and  furnish
Non-Operator  (under the terms of the  Operating  Agreement)  an  Authority  for
Expenditure ("AFE") stating the estimated cost of the well or operation.  Rights
ascribed  under the  Operating  Agreement  include equal status for agreement on
AFE's, significant contractors, budgets, and budget category over runs in excess
of $10,000.

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IV.  Initial Test Well

     On or before April 21,  2006,  Operator  shall  commence the drilling of at
least one well in search of oil and/or gas at a legal  location on a lease owned
by First Party or a lease pooled  therewith  and shall  continue the drilling of
the well with due diligence to a depth  sufficient to test the  Hartshorne  Coal
formation or to a zone  acceptable to both First Party and Second Party which is
sufficient to extend the term of the lease(s).

V.   Subsequent Operations

     The Parties shall,  by mutual  agreement,  determine the amount and type of
exploratory  work to be conducted by Operator on the lands  included in the AMI,
including but not limited to the drilling of test wells,  seismic and subsurface
studies,  and  the  priority  and/or  order  in  which  Operator  shall  conduct
operations on the AMI.

     In the event the Parties cannot  mutually agree on the drilling of any test
well,  after the Initial Test Well is drilling as provided for in Section IV., a
well may be drilled by one of the Parties in the following manner:

     A. The Party electing to drill a test well shall submit a written  proposal
of the  operation  by  presenting  the other  Party  with the  depth,  objective
formation, location, estimated cost, all in an AFE, and specify the commencement
date for the well.  Within 30 days after the  proposal is  delivered,  the other
Party shall make an election to  participate  in the well or assign its interest
under the terms and conditions  set out in Exhibit "B". The Party  proposing the
well must  commence  the well within 90 days of the date of the proposal or lose
the right to propose another well for a period of 60 days from the expiration of
the 90 day  period.  No Party  may  propose  more  than two  wells in any 30 day
period,  unless all Parties agreed to an increase in the number of proposal that
may be made.

     B. In the event a test well is proposed and the non-proposing  party elects
not to participate in the drilling of the well, the non-participating party must
assign all of its right,  title and  interest in the test well to the  proposing
party.

     C. Should the Party  drilling a test well  pursuant to paragraphs A. and B.
of this Section fail to reach the  objective  depth in a well due to  mechanical
difficulties of because of encountering conditions which are normally considered
in the industry to be  impenetrable  or which, in the Party's opinion would make
further drilling  impractical by ordinary drilling methods, the party shall have
the right within thirty (30) days after good faith  discontinuance of operations
on the test well, to commence  actual  drilling of a substitute test well at the
location  of its  choice  within  the same  spacing  unit,  under  the terms and
conditions  prescribed for the test well. The substitute  well should be treated
for  purposes  of this  Agreement  as if it were the test  well for  which it is
substituted.

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VI.  Properties and Interest Subject to this Agreement

     A. The  properties  and  interests  subject to this  Agreement  (the "Joint
Property")  are: (1) the jointly  owned oil,  gas, and mineral  leases and other
mineral or royalty interests and any renewals and extensions of any leases,  (2)
all  interest in leases  acquired  after the  effective  date of this  Agreement
pursuant to B. below,  and any renewals  and  extensions  of those  interests in
leases; (3) all equipment,  machinery,  supplies,  and personal property used or
obtained in connection with the Joint Property, except, any portion of the Joint
Property  to which an  interest  has been  changed by  non-participation  in the
drilling of a well; and (4) any existing wells or boreholes owned by First Party
on the lands or leases described in Exhibit "A".

     B. If during the term of this Agreement,  a Party purchases or in any other
manner acquires an oil, gas, and/or mineral lease or leases or mineral interests
(or any  interest),  on, in, or covering or affecting  any of the lands  located
within the AMI, the Party  purchasing or otherwise  acquiring the interests (the
"Acquiring Party") shall, within thirty (30) days after the date of the purchase
or  acquisition,  deliver to the other Party a written  notice setting forth the
details  concerning  the  purchase  or  acquisition,  including  the  amount  of
consideration  paid or agreed to be paid for the lease or interest.  This notice
should  include all  available  title  information  concerning  the  purchase or
acquisition.  The Party notified  shall have the option,  which may be exercised
only by written  notice  delivered to the  Acquiring  Party  within  twenty (20)
business days after  receipt of the notice,  to acquire an interest in the newly
acquired lease or interest equal to that Party's undivided interest in the Joint
Property as set forth in the Operating Agreement.  On exercising the option, the
notified Party shall,  within thirty (30) days,  pay to the Acquiring  Party the
proportionate  share of the cost of the purchase or  acquisition of the acquired
lease or  interest,  and the  Acquiring  Party  shall  deliver,  within five (5)
business  days after  receipt of payment in full, an Assignment or Conveyance of
the  interest  in the  acquired  lease or  interest on which the option has been
exercised. The Acquired Property shall then become a part of the Joint Property.
The  Acquiring  Party shall pay all delay rentals which may become due under the
terms of any lease  acquired,  and submit an invoice to the other  Party for its
proportionate  part of the rentals.  If the option is not  exercised  within the
time and in the manner  provided  for above,  the  notified  Party shall have no
interest in the property  with respect to which the option was not exercised and
that property shall no longer be subject to the terms of this Agreement.

VI.  Production in Kind

     Each Party  shall have the right and option for taking  time to  separately
market  its  share  of  production  to which it may be  entitled  or may  become
entitled to take in kind or separately market under the terms of this Agreement.
The right and option to taking kind may be  exercised  at any time and from time
to time so long as there is production from the Contract Area.

VII. Operating Agreement

     A. Upon  proposal of the first well,  the parties will execute an Operating
Agreement  in the form of that  attached as Exhibit  "B," the terms of which are
incorporated  into this  Agreement for all purposes,  and which shall govern the
operation of all leases and  interests in the Contract  Area and the drilling of
any well under the terms of this Agreement.

     B. In the  event  of  conflict  between  the  terms or  provisions  of this
Agreement and the terms or provisions of the Operating  Agreement,  the terms or
provisions of this Agreement shall control.

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VIII. Term

     This  Agreement  shall be for a term  commencing on the Effective  Date and
shall continue in force, except as otherwise provided,  for a period of one year
or until a later date on which all operations  then being conducted by the terms
of this  Agreement  have  been  completed  and all  obligations  of the  Parties
provided  for in this  Agreement  have been  fully  discharged.  The term may be
extended for additional one year periods from year to year for four  consecutive
one-year periods by the mutual consent of the Parties.

IX.  Notices

     Unless otherwise provided, all notices and communications to be given under
the terms of this  Agreement  shall be delivered  by U.S.  Mail,  or  facsimile,
addressed to the respective Parties as follows:

  First Party:   Lexington Oil & Gas Ltd., Co.
                 P.O. Box 812 Holdenville, OK 74848 FAX: 405-379-5665

  Second Party:  Dylan Peyton, LLC             Operator:  Avatar Energy, LLC
                 6211 W. Northwest Highway                6211 W. Northwest Hwy.
                 Ste. C-256                               Ste. C-256
                 Dallas, TX  75225                        Dallas, TX  75225
                 FAX: 214-692-9254                        FAX: 214-692-9254

  With           a copy to: Dylan Peyton, LLC 2602 McKinney Avenue
                 Suite 305 Dallas, TX 75204 FAX: 214-265-7727

     Unless otherwise specified in the notice, the date of a notice shall be the
date on which the written or faxed  notice is  delivered to the Party to whom it
is addressed. Each Party may change its address by notice to the other Party. No
transfer  of any  interest  pursuant  to the  terms of this  Agreement  shall be
effective  until the  transferor or transferee  (after  complying with all other
requirements  of this  Agreement)  notify all other  Parties of the  address and
designated representative of the transferee.

X.   Laws and Regulations

     The terms of this Agreement and all operations  conducted under it shall be
subject to all valid laws, rules, regulations, and orders of any regulatory body
having jurisdiction, and be governed by the laws of the State of Oklahoma.

XI.  Assignability

     This Agreement shall be binding on the Parties and their respective  heirs,
successors  and  assigns.  All  rights  created  by this  Agreement  are  freely
assignable at anytime,  but the Party  assigning an interest  shall give written
notice to the other Party to this Agreement prior to the time of the Assignment.

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XII. Force Majeure

     The  obligations of each Party,  except for the payment of money,  shall be
suspended  while,  but only for so long as, a Party is prevented  from complying
with an  obligation  in whole or in part,  by  strikes,  lockouts,  acts of God,
unavoidable  accidents,  uncontrollable  delays in transportation,  inability to
obtain  necessary  materials  in open  markets,  inadequate  facilities  for the
transportation  of  materials,  or as a result  of any  order,  requisition,  or
necessity of the government, or other matters beyond the reasonable control of a
Party,  whether  similar to the matters  specifically  enumerated  above or not;
provided,  however,  that performance  shall be resumed within a reasonable time
after the cause of force majeure has been removed;  and provided further that no
Party shall be required, against its will, to settle any labor dispute.

XIII. Captions and Titles

     The  captions and titles used in this  Agreement  shall not be construed as
adding  meaning to the subject matter of this  Agreement,  but are used only for
reference and convenience.

XIV. Definitions

     "Test Well" means any well the  drilling of which is  commenced  during the
term  of  this  Agreement  at a  location  on  land  which,  on the  date of the
commencement  of the  drilling  of the  well,  constitutes  a part of the  Joint
Property or property pooled therewith.

XV.  Miscellaneous

     In the event any party  should  elect to abandon or release all or any part
of its rights in the leases lying within the AMI, any renewals or  extensions of
those leases,  or any Joint  Property,  the party electing to do so shall notify
the Party no less than 30 days in advance of any abandonment or release,  and if
requested  to do so,  within 30 days of the receipt of notice by the other Party
or Parties, shall immediately assign all rights to the other Party or Parties.

     This  Agreement is binding on and shall inure to the benefit of the Parties
and their respective heirs,  devisees,  legal representatives,  successors,  and
assigns.

     This Agreement may be executed in any number of counterparts, each of which
shall be considered an original for all purposes,  and all counterparts together
shall be deemed one and the same Agreement.

This Agreement is signed by each Party as of the date opposite their respective
signatures, and when signed by Parties shall be deemed effective as of the
stated Effective Date.


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                                 First Party
                                 Lexington Oil & Gas Ltd. Co.

                                 /s/ Grant Atkins
                                 ----------------------------------------
                                 Grant Atkins, Director

                                 /s/ Douglas Humphreys
                                 ----------------------------------------
                                 Douglas Humphreys, Vice President Operations


                                 Second Party
                                 Dylan Peyton, LLC

                                 /s/ Danial R. Schlachter
                                 ----------------------------------------
                                 Danial R. Schlachter, Member/Manager


                                 Avatar Energy, LLC.




Date: January 31, 2006           Danial R. Schlachter, Member/Manager


Exhibits:
         "A":     Contract Area List
         "B":     Operating Agreement




                                    EXHIBIT A


     E/2  Township  7 North,  Range 11 East;  Township  5 North,  Range 11 East;

Sections  26, 27, 28, 33,  34, 35  Township 6 North,  Range 11 East;  Township 8

North, Range 12 East;  Township 9 North, Range 12 East;  Township 9 North, Range

13 East;  N/2 Township 9 North,  Range 14 East,  Hughes and  McIntosh  Counties,

Oklahoma

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