EXHIBIT 4.9

                   AGREEMENT BETWEEN BERKLEY PETROLEUM, INC.,
                 HILTON PETROLEUM, INC., TRIMARK RESOURCES INC.,
                     STB ENERGY, INC. AND KOB ENERGY, INC.,
                               DATED JUNE 10, 2002




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                             BERKLEY PETROLEUM. INC.
                             1201 Lake Robbins Drive
                           The Woodlands, Texas 77380



June 10,2002

Letter of Understanding ("Letter")
East Lost Hills #4 and #9 Wells
Kern County, California

Gentlemen:

By  Exploration  Agreement,  dated January 30, 1998,  as amended,  ("Agreement")
between  Armstrong  Resources,  LLC and  Berkley  Petroleum,  mc.,  ("Berkley"),
successor  in interest  to Berkley  Petroleum  Corp.,  et al.,  the  undersigned
parties  or their  predecessors  agreed to  participate  in the  drilling  of an
exploratory  well(s) in the East Lost  Hills  Prospect  located in Kern  County,
California.

Attached,  as Exhibit  "G" to the  Agreement  is a 1982 AAPL form 610 Model Form
Operating  Agreement  ("JOA").  The JOA sets forth the  procedures by which Test
Wells are proposed and drilled.  The JOA provides for a  non-consent  penalty of
400% along with additional penalties prescribed in Article XV B. of the JOA.

In  accordance  with the Agreement and JOA, the  undersigned  parties  agreed to
drill the East Lost Hills #4 and #9 wells  (hereafter  collectively  called "ELH
Wells").  In drilling the ELH Wells, Hilton Petroleum,  Inc., STB Energy,  Inc.,
Trimark  Resources  and  KOB  Energy,  Inc.   (collectively  called  "Defaulting
Parties") failed to pay their proportionate share of the Cash Calls and invoices
submitted in accordance with the JOA. Based upon the Operator's  records for the
ELH Wells, the Defaulting  Parties  currently owe the joint interest account the
following amounts:

                                    ELH #4 Well                     ELH #9 Well
                                 --------------                   -------------

Trimark Resources                  $ 237,486.57                    $ 164,011.21

STB Energy. Inc                   $1,246,800.76                    $ 861,056.56

Hilton Petroleum, Inc.            $1,633,285.48                   $1,127,573.63

KOB Energy. Inc.                  $1,016,724.13                    $ 861,056.56
                                 --------------                   -------------
Balance Owed                      $4,134,296.94                   $3,013,697.96
                                 ==============                   =============

The  balances  owed for the ELH Wells will be  adjusted  once all  billings  are
reconciled and finalized.  The following items will be included to calculate the
payout  balance  for the ELH #4 Well  (a) the  outstanding,  unpaid  ELH #4 Well
balance  identified  above;  (b)  pending  invoices;  (c) the  cost of  testing,
completing,  equipping,  operating and maintaining the ELH #4 Well; (d) the cost
of drilling,  completing,  equipping,  operating and maintaining  water disposal
facilities  associated  with the ELH #4 Well; and (e) a 300% non- consent factor
("ELH #4 Payout").  The following items will be included to calculate the payout
balance  for the ELH #9 Well (a) the  outstanding,  unpaid  ELH #9 Well  balance
identified  above; (b) pending invoices;  (c) the costs of testing,  completing,
equipping,  operating and maintaining the ELH #9 Well; (d) the cost of drilling,
completing,  equipping,  operating and  maintaining  water  disposal  facilities



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associated  with  the ELH #9  Well;  and  (e) a 300%  non-consent  factor  ("ELH
#9Payout").  The term "Payout"  refers to either the ELH #4 Payout or the ELH #9
Payout whichever is applicable in the context used.

To resolve the unpaid balance owed by the Defaulting  Parties in connection with
the ELH Wells and permit  testing and  possible  completion  of the ELH Wells to
proceed, the parties agree as follows:

-    Berkley,  OXY Lost Hills Inc.,  Ceniarth  Inc.,  North Arm  Resource  Inc.,
     Paramount  Resources USA Inc. and Bellevue  Resources,  Inc.  (collectively
     called  "Carrying  Parties") agree to assume their  proportionate  share of
     each Defaulting  Parties'  working interest in the ELH Wells as of the date
     AFE's for drilling the ELH Wells were first approved;

-    in consideration of the Carrying Parties agreement to assume the Defaulting
     Parties'  interest in the ELH Wells, the Carrying Parties shall be entitled
     to  recover  the ELH #4  Payout  from the ELH #4 Well and the ELH #9 Payout
     from the ELH #9 Well;

-    Should one of the ELH Wells fail to reach  one-hundred fifty percent (150%)
     of its respective  Payout,  the unrecouped  portion of Payout for such well
     will be treated in the following manner:

     1.   If the  unrecouped  portion  of  Payout  is equal to or  greater  than
          one-hundred fifty percent (150%) of the costs incurred by the Carrying
          Parties in drilling,  testing,  completing,  equipping,  operating and
          maintaining  the  applicable  ELH Well,  no further  recoupment  shall
          occur, or

     2.   If the  unrecouped  portion of Payout is less than  one-hundred  fifty
          percent ( 150%) of the  costs  incurred  by the  Carrying  Parties  in
          drilling, testing,  completing,  equipping,  operating and maintaining
          the applicable  ELH Well,  the  unrecouped  portion up to one- hundred
          fifty  percent  (150%) of Payout  shall be  transferred  to the Payout
          balance of the remaining producing ELH Well.

-    The Carrying Parties' willingness to assume the Defaulting Parties' working
     interest is limited to costs and expenses associated with the ELH Wells and
     is not intended to apply to any other well(s) drilled or proposed  pursuant
     to the Agreement or the JOA;

-    A  Defaulting  Party may at anytime  prepay its then  current ELH #4 Payout
     balance or ELH #9 Payout balance thereby  reinstating its working  interest
     in the applicable well. Thereafter, all operations involving the reinstated
     working  interest in the  applicable  well shall be conducted in accordance
     with the JOA. Upon Payout of both ELH Wells this Letter shall terminate;

-    This Letter  provides the  exclusive  remedy by which the Carrying  Parties
     will recoup from the Defaulting  Parties the costs and expenses  associated
     with the ELH #4 Payout and the ELH #9 Payout.  Should  additional  wells be
     proposed pursuant to the Agreement and JOA, the Defaulting  Parties will be
     permitted  to elect  whether to  participate  or  non-consent  the proposed
     operation as provided for in the JOA.

-    All other terms and  conditions  of the  Agreement and the JOA shall remain
     unchanged.


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Title:
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Agreed to and accepted this 19th day of June, 2002.
Berkley Petroleum, Inc.


/s/ Rex Alman
-----------------------------------------------------
By:   Rex Alman
Title: Sr. VP, Domestic Operations

DEFAULTING PARTIES:

Agreed to and accepted this 14th day of June. 2002.
Hilton Petroleum. Inc.


/s/ Donald Busby
-----------------------------------------------------
By:   Donald Busby
Title:   Chief Executive Officer


Agreed to and accepted this ____ day of June. 2002.
Trimark Resources


By:
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Agreed to and accepted this _____ day of June. 2002.
STB Energy, Inc.



By:
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Agreed to and accepted this ____ day of June. 2002.
KOB Energy, Inc.



By:
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