EXHIBIT 10.13


                              EXPLORATION AGREEMENT

     This Exploration  Agreement (the  "Agreement") is entered effective January
31, 2006,  (the  "Effective  Date")  between  Lexington Oil & Gas Ltd.,  Co., an
Oklahoma  corporation,  (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  Comanche
County, Texas.

     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
the area outlined on Exhibit A attached  hereto,  such being in Comanche County,
Texas.

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 Contract Area.

III. Interested Parties, Lease Acquisition

A.   Subject to the other  terms and  conditions  of this  Agreement,  Oak Hills
     Drilling and Operating,  LLC, an Oklahoma limited liability company,  shall
     be the  designated  Operator of the Initial Test Well ("Initial Test Well")
     and other  test  wells in the AMI under  the terms of this  Agreement,  and
     under the terms and  conditions  pursuant  to a Joint  Operating  Agreement
     ("Operating   Agreement")   to  be  entered   into   between   the  parties
     simultaneously with the execution of this Agreement.

B.   First  Party  will pay for the  drilling  of the  Initial  Test Well on the
     leases or leases pooled therewith by paying all of the costs of drilling to
     the  point of  fracturing,  but not to exceed  the  Initial  Party  Cost as
     defined in III. C.

C.   Second  Party will  attempt to acquire  oil and gas leases on behalf of the
     Parties in the Contract Area. First Party will pay for 50% of the leases at
     the rate of $500 per acre in the Contract  Area  ("Initial  Party Cost") by
     paying (1) all of the cash paid to First  Party  under the CBM  Exploration
     Agreement  dated January 31, 2006 between  Second Party and Lexington Oil &
     Gas Ltd.,  Co.,  an  Oklahoma  corporation;  and (2) Second  Party's or its
     assignee's  costs for the Initial Test Well up to the remaining  balance of
     the Initial Party Cost,  if any, on the leases or leases  pooled  therewith
     until  the well has been  drilled  and is ready for  fracturing.  If at the
     point of fracturing there remains a balance due to the Second Party,  First
     Party may at its option pay the balance for  remaining  mineral  acre costs
     due in (a) cash; or (b) voting common stock of the First Party,  subject to
     Rule 144, with piggy-back  registration  rights; or (c) by paying up to the
     50%  working  interest of the Second  Party for the  Initial  Test Well for
     costs  associated  with  fracturing.  If the payment is made in stock,  the


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     stock shall be valued at the lesser of: (a) the prevailing market bid price
     for the 30 day period  preceding the  completion of drilling of the Initial
     Test Well,  with such share price to be based on the 30 day volume weighted
     average  share price  discounted by 15%; or (b) the  prevailing  market bid
     price for the 30 day period preceding the Effective Date of this Agreement,
     with such  share  price to be based on the 30 day volume  weighted  average
     share bid price  discounted  by 15%.  In the event a well is not drilled by
     September 1, 2006, the balance then due shall be paid in cash or stock,  at
     the option of First Party, within 10 days.

D.   Upon receipt of payment in full by the First Party for the leases acquired,
     Second  Party  shall  deliver to First Party an  assignment  of 45% working
     interest in the leases  acquired  reserving unto Second Party an overriding
     royalty interest. First Party will receive a minimum 75%
     net revenue interest in each lease while Second Party will be assigned no
     more than 2% overriding royalty interest ("Overriding Royalty Interest").
     In addition, Second Party will also be assigned a 5% of 8/8ths carried
     working interest ("Carried Interest") in each lease free of any costs of
     drilling or completion to the sales line. Second Party shall provide First
     Party with title ownership reports prepared by the landman acquiring the
     leases, together with copies of the title information he gathers in the
     Contract Area within 30 days of acquisition of the leases in the Contract
     Area, but in any event before the drilling of the Initial Test Well. Once a
     drilling unit has been chosen, a full attorney's title opinion will be
     obtained on behalf of the working interest owners and a copy of the opinion
     will be made available to all working interest owners participating in the
     well.

E.   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, the Operator shall prepare and furnish to
     the 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.

IV. Initial Test Well

     On or before September 1, 2006,  Operator shall commence the drilling of an
Initial  Test Well in search of oil  and/or  gas at a legal  location  on leases
acquired by First Party through this  Agreement or a lease pooled  therewith and
shall  continue  the  drilling  of the  wells  with  due  diligence  to a  depth
sufficient to test the Barnett Shale formation.

V. Subsequent Operations

     The Parties shall,  by mutual  agreement,  determine the amount and type of
lease acquisition, and 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 drilled 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,  or more than $3
million in  expenditures,  in any 30 day period,  unless all Parties agree to an
increase in the number of proposals that may be made.

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     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 well to the proposing Party,
subject to III. D. herein.

     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 or because of encountering conditions which are normally considered
in the industry to be impenetrable or geologically unattractive 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  drilling
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.

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 and 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; and, (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.

     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. 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  subject to the terms of III. D.
herein.  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.

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VII. 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 take in kind may be  exercised at any time and from time
to time so long as there is production from the Contract Area.

VIII. Operating Agreement

     A.  Simultaneously  with the execution of this Agreement,  the Parties will
execute an Operating Agreement in the same form as 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.

IX. 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 drilling  and/or  completion  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 four  additional one year periods from
year to year by the First  Party upon  provision  of written  notice at least 30
days prior to the termination date as may be extended from time to time.

X.        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. Operator: Oak Hills Drilling
                                                         and Operating, LLC
                P.O. Box 812                             P.O. Box 470
                Holdenville, OK 74848                    Holdenville, OK 74848
                Fax: 405-379-5665                        Fax: 405-379-5665


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


With a copy to:
                McGowen & Shaw, PLLC
                2602 McKinney Avenue
                Suite 305
                Dallas, TX 75204
                Fax: 214-265-7727

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     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. XI. 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 Texas without
reference to choice of law rules.

XII.     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.

XIII.    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.

XIV.     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.

XV.      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.

XVI.     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 other 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 at no cost to Assignee(s).

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

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     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.


                                                First Party
                                                Lexington Oil & Gas Ltd., Co.


                                            /s/ Grant Atkins
                                            ------------------------------------
Date:January 31, 2006                       Grant Atkins, President



                                            Second Party Dylan Peyton, LLC

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



                                                  Avatar Energy, LLC


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



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