EXHIBIT 10.4

                   FARMOUT AGREEMENT FOR COLE CREEK UNIT, WY



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                                FARMOUT AGREEMENT
                                (COLE CREEK UNIT)



         THIS FARMOUT  AGREEMENT made and entered into on the _ day of , 2014 by
and between Red Hawk Oil  Exploration,  Inc.,  a Wyoming  corporation,  with its
principal  office at 140 North Center Street,  Casper,  WY 82601  ("Farmor") and
Terex  Energy  Corporation,  a  Colorado  limited  liability  company,  with its
registered office at 520 Zang St. Ste. 201, Broomfield, CO ("Farmee").

           WITNESSETH:

         WHEREAS  Farmor  owns  working  interests  in oil  and gas  leases  and
interests in well bores,  tangible  personal  property and equipment  within the
Shannon  Participating  Area (the "PA") of the Cole  Creek Unit (the  "Unit") in
Natrona and Converse Counties, Wyoming as more particularly described below; and

         WHEREAS Farmee will commit to drill two Shannon  Formation wells in the
PA of the Unit on the terms and conditions hereinafter set forth.

         NOW THEREFORE, for and in consideration of mutual benefits, detriments,
and  promises,  the  adequacy  of which are  hereby  acknowledged,  it is hereby
mutually agreed as follows:

1.       DEFINITIONS.

         (A) "Operating Unit Formation" means all formations from the surface to
the base of the Shannon formation only.

         (B) "Effective Date" will mean the date hereof.

         (C) "Farmout Lands" means the Farmor's working  interests in and to the
Unit,  leases,  lands,  personal  property  and other  property  as set forth in
Exhibit A attached hereto and made a part hereof.

2.       EXHIBITS.

         The  following  Exhibits  are  attached  hereto  and made  pait of this
Agreement:

         (A) Exhibit A is a general  description of the Farmout Lands as limited
by the Unit terms.

         (B) Exhibit B is a proposed AAPL Joint Operating  Agreement between the
Farmor and Farmee,  which agreement governs operations on the subject leases and
the  various  amendments  thereto,  all of  which  are  incorporated  herein  by
reference.


3.       COMMITMENT

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         (A) Farmor  represents  without  warranty of title of any kind,  either
express or implied,  that it commits all of its right, title and interest in and
to the Farmout Lands.  Farmor shall provide its title records to Fannee within a
reasonable  time after the execution  hereof.  At Farmee's  sole cost,  risk and
expense Farmee may conduct such title examinations and secure such curative work
as it deems necessary to satisfy itself that title is acceptable.

         (B) Farmee  represents that it has all requisite power and authority to
execute  and  deliver  this  Agreement  and  to  consummate   the   transactions
contemplated  by this  Agreement  and the JOA to which it is a party and perform
all of its  obligations  set  forth in the  operative  documents.  Farmee  shall
provide  to Farmor a  financial  statement,  net worth  statement  or  documents
evidencing  availability  of a minimum  ten  million to  execute  the drill plan
contemplated by the parties herein.

4.       EARNING AND OTHER WELLS.

         (A) THE  EARNING  WELLS.  On or before six (6) months  from the date of
this Agreement  Farmee shall pick locations and file APDs with the BLM and State
of Wyoming for two (2) wells. On or before twenty four (24) months from the date
of this  Agreement,  Farmee agrees to commence,  or cause to be commenced on the
Farmout  Lands,  at its sole cost and  expense,  the actual  drilling of two (2)
vertical earning wells within the PA ("Earning Wells").  Farmee shall thereafter
continue the drilling of the Earning  Wells with due  diligence to a bottom hole
location to adequately test the Shannon Formation, (such depth is the "Objective
Depth"). Should Farmee not reach and/or complete any Earning Well to the maximum
proposed  bottom  hole  depth,  but shall have  adequately  tested  the  Shannon
Formation,  Farmee  shall be deemed to have met the earning  requirements  under
this Agreement for that Well.

         (B) OPTION WELLS. After drilling and completion of the Earning Wells as
provided  herein,  Farmee shall have the continuing right but not the obligation
to  drill,  or cause to be  drilled,  additional  well(s)  at  locations  of its
choosing on the Farmout Lands not previously  included in the spacing unit for a
well drilled pursuant to this Agreement or on lands pooled therewith, so long as
not more than 365 days shall  elapse  between rig release  from one well and the
commencement of drilling  operations for the next well (hereinafter  referred to
as "Option  Wells").  With  regard to the  drilling of any Option  Well,  Farmee
agrees to notify  Farmor in writing of its intent to drill such well  within 180
days from rig release from the previous well.

         (C)  REPLACEMENT  WELLS.  If,  prior to reaching the  Objective  Depth,
mechanical  problems  or  conditions  in the  hole are  encountered  in any well
drilled pursuant to this agreement,  which, in the opinion of Farmee acting as a
reasonable  prudent operator render further drilling  impracticable,  Farmee may
elect to cease  drilling  operations  and plug and  abandon  said well.  In that
event,  Farmee  shall have 30 days from the date the  drilling  rig is  released
within which to commence or cause to be commenced  operations on the drilling of
a  replacement  well  which  shall  serve to  satisfy  the  obligations  of this
Agreement relating to the well for which it replaces.

         (D) COMPLETION.  After any well drilled  pursuant to this Agreement has
reached its total

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depth, Farmee shall either commence, or cause to be commenced, completion of the
well as a producer of oil and/or gas in  commercial  quantities  and  diligently
prosecute such completion  operations  without  unreasonable  delays or plug and
abandon,  or  cause  to be  plugged  and  abandoned,  the  well as a dry hole in
accordance with all applicable Federal, State and local regulations.

         (E) INJECTOR  WELLS.  In the event the Earning  Well(s) or Option Wells
produce  such volume of water as to require  injector  well(s) to dispose of it,
Farmee shall drill such  injector  wells(s)  with due diligence to a bottom hole
location to dispose of said water in  accordance  with all  applicable  Federal,
State and local regulations.

5.       FAILURE TO DRILL.

         The only  consequence  of Farmee's  failure to drill the Earning  Wells
provided  for in this  Agreement  shall be the ipso facto  cancellation  of this
Agreement and the termination of Farmee's  rights to earn  additional  interest.
Any other cancellation of this Agreement shall not affect any rights theretofore
earned by Farmee, nor relieve Farmee of any obligations or responsibilities  for
expenses and  liabilities  theretofore  incurred.  It is understood  that Farmee
shall reassign to Farmor any of the Farmout Lands not included in a spacing unit
for the drilling of the Earning Wells or any Option  Well(s)  within  forty-five
(45) days after the cancellation of this Agreement for failure to drill.

6.       ASSIGNMENT OF INTEREST.

         Upon the  drilling  and  completion  of the  Earning  Wells  drilled in
accordance  with the terms and  provisions of this Agreement as wells capable of
commercial  production  or  as a  dry  hole,  Farmee  shall  be  entitled  to an
assignment  from Farmor,  which shall be delivered to Farmee  within thirty (30)
days after Farmor's receipt of a written request therefor.  The assignment shall
convey to Farmee I 00% of Farmor's  interest  in the  Operating  Unit  Formation
(limited to those depths from the surface down to the  stratigraphic  equivalent
of the base of the Shannon Formation) in the PA. Any assignment made pursuant to
this  agreement  shall be made  without  warranty  of title,  either  express or
implied  and  Farmee  shall  promptly  file  the  assignment  of  record  in the
appropriate  county and federal offices,  furnishing  Farmor with a copy of same
when available.

7.       RIGHT TO BACK IN INTEREST.

         In the event that an Earning  Well or Option Well  drilled  pursuant to
this  agreement  is capable of  production  in paying  quantities,  upon  Farmee
recovering  from  the  production  of  said  well  the  costs  of its  drilling,
completing,  equipping  and  operating,  including  payment of all royalties and
overriding royalties presently existing,  Farmee shall promptly notify Farmor of
such  recovery.  Upon thirty (30) days notice by Farmor,  Farmor at any time may
elect to back in and  thereupon  Farmee shall assign back to Farmor an undivided
Ten Percent (10%) of the interest assigned to Farmee in the well spacing unit on
a well by well basis.  Farmee shall have the right of first  refusal to purchase
said interest from Farmor.

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8.       JOINT OPERATIONS.

         Subject to the reassignment obligation in Article 5 above, after Farmee
drills the first  Earning  Well then any and all further  operations  on Farmout
Lands shall be  pursuant to the Joint  Operating  Agreement  attached  hereto as
Exhibit "B" and by this reference made a part hereof (the "JOA").

9.       INFORMATION AND REPORTS.

         As a further  express  consideration  for this  Agreement  and not as a
covenant  only,  Farmee  agrees to  furnish to Farmor the  geologic  data,  well
information and reports relating to any well drilled pursuant to this Agreement.

10.      DELAY RENTALS.

         It is agreed  that from and  after  the date of this  Agreement  Farmee
shall pay and bear any and all rentals,  minimum  royalties and shut-in  royalty
payments  necessaty to maintain all leases in force and effect and shall provide
Farmor with evidence of each such payment no later than thirty days prior to the
applicable due date.

11.      CONSENT REQUIREMENT.

         This  Agreement  is personal in nature and may not be assigned  without
first  obtaining  Farmor's  written  consent and Farmor  shall not  unreasonably
withhold such consent. When requesting consent to make an assignment of all or a
portion of this  agreement,  Farmee  will  provide the name(s) of the parties to
whom the assignment will be made.

12.      FORCE MAJEURE.

         Should Farmee be prevented  from  complying with any express or implied
covenant  of this  Agreement,  except  the  payment  of money,  from  conducting
drilling  or  reworking  operations  thereon  or from  producing  oil and or gas
therefrom by reason of operation of force  majeure,  or any federal or state law
or any  order,  rule or  regulation  of  governmental  authority,  then while so
prevented,  Farmee's obligation to comply with such covenant shall be suspended,
and Farmee shall not be liable in damages for failure to comply  therewith;  and
this Agreement shall be extended while and so long as Farmee is prevented by any
such  cause from  conducting  drilling  or  reworking  operations  on or from or
producing oil and or gas from said Farmout  Lands;  and the time while Farmee is
so prevented  shall not be counted  against Farmee anything in this Agreement to
the contrary notwithstanding. The term "force majeure" shall include any and all
delays caused by reason of fire, storm, flood, explosion,  strikes and walkouts,
as well as the inability to secure drilling equipment, including rigs and crews,
if it can be  demonstrated  that  Farmee has made a good faith  effort to secure
same.

13.      COMPLIANCE/INDEMNIFICATION.

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         Farmee  shall  comply  with all  applicable  laws,  orders,  rules  and
regulations  affecting  operations  hereunder  and shall  comply  fully with all
express and implied  lease  covenants.  In the drilling of the Earning  Wells or
Option  Wells and  otherwise  complying  with the terms and  provisions  of this
Agreement,  Farmee is acting independently of Farmor and not as a partner in any
capacity, mining or otherwise. Farmor shall have no responsibility whatsoever in
connection  with the  drilling  of any said  well  and it  shall be  drilled  at
Farmee's  sole cost,  risk and expense.  At all times Farmee shall keep any well
drilled  pursuant to this  Agreement and Farmor's  interest in the Farmout Lands
free and clear of all liens and  encumbrances  of whatsoever kind and character,
including but not limited to liens for labor performed and material furnished to
such wells. Farmee further agrees to indemnify and hold Farmor harmless from any
and all  debts,  claims,  damages  and  liabilities  of any nature  incurred  in
connection with Farmee's performance, as applicable, under this Agreement.

14.      SURFACE DAMAGES.

         Prior to conducting any  operations on the Farmout Lands,  Farmee shall
make  satisfactory  arrangements  with  the  owner  of the  surface  of the well
location  for the  payment  of  surface  damages  and to  secure  all  necessary
easements  relating  to access to the well.  Any well  drilled  pursuant to this
Agreement  which is no longer  capable  of  producing  oil  and/or  gas shall be
plugged  and  abandoned  by Farmee as soon as  practicable.  Upon  plugging  and
abandonment,  Farmee shall  restore the surface to its cond ition on the date of
this Agreement as nearly as reasonably practicable. All plugging and abandonment
operations  shall be conducted in accordance  with any applicable  provisions of
the  leases  so  occupied  and  in  compliance  with  the  requirements  of  all
governmental agencies having jurisdiction.

15.      INSURANCE.

         (A) At all times while conducting  operations  pursuant to this Farmout
Agreement,  Farmee must maintain the following minimum insurance  coverage.  (i)
Workmen's  Compensation & Employers  Liability insurance for a combined total of
$500,000  for  each  occurrence;  (ii)  Public  Liability  and  property  damage
insurance for a combined  total of  $1,000,000  for each  occurrence;  and (iii)
Automobile liability insurance and property damage insurance in a combined total
of $1,000,000 for each occurrence.

         (B) Farmee shall  require  contractors  and  subcontractors  working or
performing  services with respect to operations being conducted pursuant to this
Farmout Agreement to comply with the workmen's compensation laws of the State of
Wyoming and to carry such other  insurance  in such amounts as Farmee shall deem
necessary.


16.      WELL TAKEOVER.

         Farmee shall  immediately  notify  Farmor of its  intention to plug and
abandon any well drilled  hereunder.  Upon receipt of such notice,  Farmar shall
have forty-eight (48) hours,

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exclusive of Saturdays,  Sundays, and legal holidays, to elect to take over such
well during which period Farmar may temporarily assume control of operations for
the purpose of  conducting  any  surveys,  tests or other  operations  as it may
consider,  in its sole and  reasonable  discretion.  In  order  to  conduct  its
operations  during such 48-hour  period  Farmar shall have the option to use the
drilling rig Farmee has used for the  drilling of the well,  but the use thereof
by  Farmar  shall be under the terms and  conditions  of the  existing  contract
between Farmee and the drilling  contractor.  In the event Farmar elects to take
over the well,  Farmee shall  relinquish unto Farmar any and all rights to which
Farmee may be entitled in such well; provided,  however,  that Farmor's takeover
of the well shall not relieve  Farmee of any of its  liabilities  or obligations
arising out of or relating to operations conducted prior to Farmor's takeover of
the well.  Additionally,  Farmar, at its sole option, shall earn all of Farmee's
rights (as if Farmar  was  Farmee)  in any and all  farmout or other  agreements
acquired by Farmee from third  patiies  secured in support of drilling the well.
Should such  option be  exercised  by Farmar,  Farmee  shall make all  necessary
arrangements  in order for Farmar to acquire such rights on an unpromoted  basis
from  Farmee.  Further,  at Farmor's  sole option,  Farmee  agrees to farmout to
Farmar all of Farmee's leasehold interest in the Farmout Lands or lands included
within the  Farmout  Lands in a spacing or pooled  unit  therewith,  on the same
terms and  conditions  as Farmar farmed out to Farmee under this  Agreement.  If
taken over by Farmar,  all  subsequent  operations  on the well,  including  the
eventual plugging and abandonment thereof,  shall be at Farmor's sole cost, risk
and expense.

         At all times  subsequent to the completion of a well drilled  hereunder
as a well capable of producing oil and/or gas, Farmee shall give Farmar at least
thirty (30) days advance  written notice of its intent to plug and abandon same.
At any time during such 30-day  period Farmar shall have the right and option to
take over such well in its then condition for  additional  testing by any method
it desires  including,  but not  limited  to,  deepening  or  plugging  back for
completion  attempts at any depth,  by paying to Farmee the  reasonable  salvage
value of any salvable  material in the hole, less the reasonable  estimated cost
of salvaging and plugging and abandonment. If Farmar does not elect to take over
the well, Farmee shall plug and abandon same at its sole cost, risk and expense.
Should Farmar elect to take over the well,  Farmee shall  immediately  assign to
Farmar any and all leasehold or other rights acquired by Farmee for the drilling
of the well, limited to the spacing unit or pooled unit therefore, but exclusive
of the well  bores of any other  wells  located  thereon,  free and clear of any
liens,  burdens or any  encumbrances of any nature  whatsoever  other than those
existing  of record as of the date of this  Agreement.  If taken over by Farmar,
all  operations on the well,  includ ing the eventual  plugging and  abandonment
thereof,  shall be at Farmor's sole cost, risk and expense.  Notwithstanding any
provision in this Article to the contrary, the well takeover rights of Farmar as
provided  in this  Article  shall be  subordinate  to any  third  party's  prior
existing  rights as of the date of this  Agreement,  and only to the extent such
rights conflict with those of Farmar under this Agreement.

17.      FARMEE TO ACT AS OPERATOR.

         With respect to all  drilling,  completion,  plugging and other similar
operations hereunder, Farmee shall act as operator and shall, during the conduct
of all such operations, maintain in

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force  and  effect,  and file as  applicable,  all  bonds,  insurance  policies,
designation of operator forms,  sundry notices and other forms,  instruments and
documents   required  under   applicable   Wyoming  and  federal  laws,   rules,
regulations, and applicable contracts.

18.      FURTHER ASSURANCES.

         The  patiies  hereto  shall  deliver any and all other  instruments  or
documents  reasonably  required to be  delivered  pursuant  to, or  necessary or
proper in order to give  effect  to,  all of the terms  and  provisions  of this
Agreement including,  without limitation,  all necessary  assignments,  division
orders,  and such other instruments of transfer as may be necessary or desirable
to effectuate this Agreement.

19.      NOTICES.

         Whenever  this  Agreement  requires or permits any  consent,  approval,
notice,  request or demand from one party to  another,  the  consent,  approval,
notice,  request,  or demand  must be in  writing to be  effective  and shall be
deemed to have been given on the day personally  delivered or, if mailed, on the
day it is enclosed in an envelope,  properly stamped,  sealed and deposited in a
post  office or  official  depository  maintained  by the United  States  Postal
Service, certified mail, return receipt requested,  addressed to the patiy to be
notified at the address  stated below (or at such other address as may have been
designated by written notice):

      Ifto  Farmor:         Red Hawk Oil Exploration, Inc.
                            P.O. Box 2945 Casper,
                            WY 82602
                            Attn: Jon C. Nicolaysen

                            with a copy to:
                            Brown, Drew, Massey & Durham, LLP 159 N.
                            Wolcott, Ste. 200
                            Casper, WY 82601
                            Attn: Harry B. Durham Ill

      Ifto Farmee:          Terex Energy Corporation
                            520 Zang St., Ste. 201 Broomfield, CO

20.      GOVERNING  LAW.

          This  Agreement  has been  entered  into and  shall be  construed  and
  enforced  in  accordance  with  the  laws of the  State  of  Wyoming,  without
  reference to the choice of law principles thereof.

21.      COUNTERPARTS.

         This Agreement may be executed m multiple  counterparts,  each of which
shall be

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deemed an original and shall be binding upon all executing parties.

22.      FINAL AGREEMENT.

         This Agreement  supersedes any and all prior oral or written agreements
between  the  parties  and  cannot be amended  except in writing  signed by both
parties.

23.      BINDING EFFECT.

         This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto, together with their respective heirs, successors and assigns.

         IN WITNESS WHEREOF,  this Farmout Agreement is executed to be effective
on the date and year first written above.


                                FARMOR:
                                RED HAWK OIL EXPLORATION, INC.

                                By:    /s/ Jon C. Nicolaysen
                                       -------------------------------
                                Title: President
                                       -------------------------------


                                FARMEE:
                                TEREX ENERGY CORPORATION

                                By:    /s/ Donald Walford
                                       -------------------------------
                                Title: CEO
                                       -------------------------------










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