EXHIBIT 10.1


                               OIL AND GAS LEASE



 STATE    OF    TEXAS                 ss.
                                      ss.
 COUNTY    OP    CALHOUN              ss.



         THIS OIL AND GAS LEASE is made this 24th day of October,  2001, between
Nolie Tiedt, whose address is 406 W. Market Street,  Fayetteville,  Texas 78940,
hereinafter  "Lessor," and James T. Roche,  whose address is 5901 Highland Hills
Trail, Austin, Texas 78731, hereinafter "Lessee."



                                  WITNESSETH

         1. That  Lessor,  in  consideration  of Ten Dollars  ($10.00) and other
valuable consideration,  the receipt of which is hereby acknowledged, and of the
covenants and agreements of Lessee hereinafter contained, do hereby grant, lease
and let unto  Lessee  the  land  covered  hereby  for the  purposes  hereinafter
described  and with the  exclusive  right of  exploring,  drilling,  mining  and
operating for, producing and owning oil, gas and sulphur, together with right to
make surveys on said land, lay pipe lines,  establish and utilize facilities for
surface or subsurface disposal of salt water, construct roads and bridges, build
tanks, power stations,  telephone lines, employee houses and other structures on
said land,  necessary or useful in Lessee's  operations in  exploring,  drilling
for, producing,  treating,  storing and transporting  minerals produced from the
land covered  hereby or adjacent  thereto.  The land  covered  hereby and herein
referred  to as the "land" or "said  land" is located in the County of  Calhoun,
State of Texas, and is described as follows:

         TRACT ONE: Being all of the ISAAC W. BOONE SURVEY No. 15,  Abstract No.
         56, Calhoun County, Texas, containing  approximately 801.26 acres, more
         or less,  and being a part of that  certain  land  described  in a Deed
         dated July 15, 1949,  Edwin Hawes,  Jr., et al to George Rust Hawes, as
         recorded in Volume 70, Page 209, Deed Records of Calhoun County, Texas.

         TRACT TWO: Being all of the ISAAC W. BOONE SURVEY No. 16,  Abstract No.
         57, Calhoun County, Texas, containing  approximately 770.24 acres, more
         or less,  and being the same land  described in that certain Deed dated
         July 15,  1949,  Edwin  Hawes,  Jr.,  et al to George  Rust  Hawes,  as
         recorded in Volume 70, Page 211, Deed Records of Calhoun County, Texas.




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         For the purposes of determining  the amount of any bonus,  delay rental
 or other payment hereunder, said land shall be deemed to contain 1,571.5 acres,
 whether  actually  containing more or less, and the above recital of acreage in
 any tract shall be deemed to be the true acreage  thereof.  Lessor  accepts the
 bonus and agrees to accept the delay rentals as lump sum consideration for this
 lease and all rights and options hereunder.

         2.  Unless  sooner  terminated  or  longer  kept in force  under  other
provision hereof, this lease shall remain in force for a term of three (3) years
from the effective date hereof,  hereinafter  called "primary term", and as long
thereafter  as oil, gas and/or  sulphur is produced  from the land or other land
pooled therewith in commercial quantities or operations, as hereinafter defined,
are  conducted  upon said  land with no  cessation  for more  than  ninety  (90)
consecutive days.

         3. As royalty, Lessee covenants and agrees:

            (a) To deliver  to the  credit of Lessor,  in the pipe line to which
            Lessee  may  connect  its  wells,  the equal  l/5th  part of all oil
            produced  and saved by Lessee from said land,  or from time to time,
            at the option of Lessee,  to pay Lessor the  average  posted  market
            price of such  l/5th  part of such oil at the wells as of the day it
            is run to the pipe line or  storage  tanks,  Lessor's  interest,  in
            either case,  to bear l/5th of the cost of treating oil to render it
            marketable pipe line-oil;

            (b) To pay Lessor on gas and  casinghead gas produced from said land
            (1) when sold by  Lessee,  l/5th of the amount  realized  by Lessee,
            computed  at the mouth of the well,  of (2) when used by Lessee  off
            said land or in the manufacture of gasoline or other  products,  the
            market  value,  at the mouth of the  well,  of l/5th of such gas and
            casinghead gas;

            (c) To pay  Lessor  on all  other  minerals  mined  or  marketed  or
            utilized by Lessee from said land, one-tenth either in kind or value
            at the well or mine at  Lessee's  election,  except  that on sulphur
            mined and  marketed  the royalty  shall be $2.50 per long ton. If at
            the  expiration  of  the  primary  term  or at  any  time  or  times
            thereafter,  there is any well on said land or on lands  with  which
            said  land or any  portion  thereof  has  been  pooled,  capable  of
            producing  oil and gas, and all such wells are  shut-in,  this lease
            shall,  nevertheless,  continue in force as though  operations  were
            being  conducted on said land for so long as said wells are shut-in,
            and thereafter this lease may be continued in force as if no shut-in
            had  occurred.   Lessee  covenants  and  agrees  to  use  reasonable
            diligence to produce, utilize, or market the minerals capable of



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            being  produced  from  said  wells,  but in  the  exercise  OF  such
            diligence,  Lessee  shall not be  obligated  to  install  or furnish
            facilities  other than well facilities and ordinary lease facilities
            of flow lines, separator,  and lease tank, and shall not be required
            to settle labor trouble or to market gas upon terms  unacceptable to
            Lessee.  If at any time or times after the expiration of the primary
            term, all such wells are shut-in for a period of ninety  consecutive
            days,  and during  such time there are no  operations  on said land,
            then at or before the  expiration of said ninety day period,  Lessee
            shall pay or tender by check or draft of Lessee,  as royalty,  a sum
            equal to the  amount of annual  delay  rental  provided  for in this
            lease.  Upon making said payment,  it will be  considered  that each
            such well is producing gas in paying  quantities  within the meaning
            of this lease for a period of one (1) year after the  expiration  of
            said ninety (90) day  period.  In like manner and upon like  payment
            being  made  annually  on or  before  the  expiration  of  the  last
            preceding  year for which such  payment or tender has been made,  it
            will be  considered  that said well or wells  are  producing  gas in
            commercial  quantities for successive  periods of one (1) year each.
            Each such  payment or tender shall be made to the parties who at the
            time of payment  would be entitled to receive  the  royalties  which
            would be paid under this lease if the wells were producing,  and may
            be  deposited in the  depository  bank  provided for below.  Nothing
            herein  shall  impair  Lessee's  right to  release  as  provided  in
            paragraph 4 hereof. In event of assignment of this lease in whole or
            in part,  liability for payment  hereunder shall rest exclusively on
            the then  owner or owners of this  lease,  severally  as to  acreage
            owned by each.

         4. If operations  are not conducted on said land on or before the first
anniversary of the effective date of this lease, then this lease shall terminate
as to both parties,  unless Lessee on or before said date shall,  subject to the
further provisions hereof, pay or tender to Lessor or to Lessor's credit the sum
of  $7,857.50,  which shall  operate as delay rental and cover the  privilege of
deferring  operations  for one year from said date.  The portion of delay rental
due to Lessor shall be sent to Lessor's  address as shown above.  In like manner
and upon like payments or tenders, operations may be further deferred for a like
period of one year during the primary  term.  If at any time that Lessee pays or
tenders delay rental,  royalties,  or other moneys,  two or more parties are, or
claim to be,  entitled to receive same,  Lessee may, in lieu of any other method
of payment  herein  provided,  pay or tender such  rental,  royalties,  or other
moneys,  in the manner  herein  specified,  either  jointly  to such  parties or
separately to each in accordance with their  respective  ownership  thereof,  as
Lessee may elect. Any payment  hereunder may be made by check or draft of Lessee
deposited  in the mail or  delivered  to  Lessor or to a  depository  bank on or
before the last date for payment. Said


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delay rental shall be apportion  able as to said land on an acreage  basis,  and
failure to make  proper  payment or tender of delay  rental as to any portion of
said land or as to any  interest  therein  shall not affect this lease as to any
portion of said land or as to any interest therein as to which proper payment or
tender is made. Lessee may at any time and from time to time execute and deliver
to Lessor or file for record a release or  releases of this lease as to any part
or all of said land or of any  mineral  or  horizon  hereunder,  and  thereby be
relieved of all  obligations  as to the released  acreage or  interest.  If this
lease is so released as to all  minerals  and  horizons  under a portion of said
land, the delay rental and other payments computed in accordance therewith shall
thereupon be reduced HA the  proportion  that the acreage  released bears to the
acreage which was covered by this lease immediately prior to such release.

          5. If at any time or times  during the primary  terra  operations  are
conducted on said land and if all operations are discontinued,  this lease shall
thereafter  terminate on its  anniversary  date next following the ninetieth day
after such  discontinuance  unless on or before  such  anniversary  date  Lessee
either (1) conducts operations or (2) commences or resumes the payment or tender
of delay rental;  provided,  however,  if such anniversary date is at the end of
the  primary  term,  or if there is no further  anniversary  date of the primary
term, this lease shall terminate at the end of such term or on the ninetieth day
after  discontinuance of all operations,  whichever is the later date, unless on
such later date either (1) Lessee is  conducting  operations  or (2) the shut-in
well provisions of paragraph 3 or the provisions of paragraph 11 are applicable.
Whenever used in this lease the word "operations"  shall mean operations for and
any of the following:  drilling, testing, completing,  reworking,  recompleting,
deepening,  plugging back or repairing of a well in search for or in an endeavor
to  obtain  production  of  oil,  gas or  sulphur,  whether  or  not  in  paying
quantities.

         6. Lessee shall have the use, free from royalty,  of water,  other than
from  Lessor's  water  wells and of oil and gas  produced  from said land in all
operations  hereunder.  Lessee  shall  have the right at any time to remove  all
machinery  and  fixtures  placed on said land,  including  the right to draw and
remove  casing.  No well shall be drilled  nearer  than 200 feet to the house or
barn now on said land  without the consent of the Lessor.  Lessee  shall pay for
damages  caused by its  operations  to growing crops and timber on said land. 7.
The rights and estate of any party  hereto may be assigned  from time to time in
whole  or in part  and as to any  minerals  or  horizon.  All of the  covenants,
obligations,  and  considerations  of this lease shall  extend to and be binding
upon the parties  hereto,  their  heirs,  successors,  assigns,  and  successive
assigns. No change or division in the ownership of said land,  royalties,  delay
rentals,  or  other  moneys,  or any part  thereof,  howsoever  effected,  shall
increase the  obligations or diminish the rights of Lessee,  including,  but not
limited to, the location and drilling of wells and the



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measurement of  production.  Notwithstanding  any other- actual or  constructive
knowledge or notice hereof or to Lessee, its successors or assigns, no change or
division in the ownership of said lands of the royalties, delay rental, or other
moneys, or the right to receive the same,  howsoever effected,  shall be binding
upon the then record  owner of this lease until thirty (30) days after there has
been furnished to such record owner at his or its principal place of business by
Lessor or  Lessor's  heirs,  successors,  or  assigns,  notice of such change or
division,  supported  by  either  originals  or  duly  certified  copies  of the
instruments  which have been properly  filed for record and which  evidence such
change or division, and of such court records and proceedings,  transcripts,  or
other  documents  as shall be  necessary  in the opinion of such record owner to
establish  the  validity  of such  change  or  division.  If any such  change in
ownership occurs by reason of death of the owner, Lessee may nevertheless pay or
tender such royalties,  delay rental, or other moneys,  or part thereof,  to the
credit of the decedent in a depository  bank provided for above. In the event of
assignment of this lease as to any part  (whether  divided or undivided) of said
land the delay rental payable  hereunder shall be  apportionable  as between the
several leaseholder  owners,  ratably according to the surface area or undivided
interests of each,  and default in delay rental  payment by one shall not effect
the right of other leasehold owners hereunder.

         8. In the event Lessor  considers that Lessee has not complied with all
its obligations hereunder,  both express and implied, Lessor shall notify Lessee
in writing,  setting out  specifically in what respects Lessee has breached this
contract.  Lessee  shall then have  sixty  (60) days  after the  receipt of said
notice  within which to meet or commence to meet all or any part of the breaches
alleged by Lessor. The service of said notice shall be precedent to the bringing
of any action by Lessor on said lease for any cause, and no such action shall be
brought  until the lapse of sixty  (60) days  after  service  of such  notice on
Lessee.  Neither  the service of said notice nor the doing of any acts by Lessee
aimed to meet all or any of the alleged breaches shall be deemed an admission or
presumption that Lessee has failed to perform all its obligations hereunder.  If
this lease is cancelled for any cause, it shall nevertheless remain in force and
effect as to (1)  sufficient  acreage  around  each  well as to which  there are
operations to constitute a drilling or maximum  allowable unit under  applicable
governmental regulations,  (but in no event less than forty acres), such acreage
to be  designated  by Lessee as  nearly as  practicable  in the form of a square
centered at the well, or in such shape as then existing  spacing rules  require;
and (2) any part of said  land  included  in a pooled  unit on which  there  are
operations.  Lessee shall also have such easements on said land as are necessary
to operations on the acreage so retained.

         9.  Lessor  hereby  warrants  and  agrees to defend  title to said land
against  the claims of all  persons  whosoever.  Lessor's  rights and  interests
hereunder shall be charged primarily with any mortgages, taxes or other liens,



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or interest and other charges on said land,  but Lessor agrees that Lessee shall
have the right at any time to pay or reduce same for Lessor,  either before,  or
after  maturity,  and be subrogated  to the rights of the holder  thereof and to
deduct  amounts so paid from  royalties or other  payments  payable or which may
become payable to Lessor and/or assigns under this lease. If this lease covers a
less  interest in the oil,  gas and sulphur in all or any part of said land than
the entire and undivided fee simple estate (whether  Lessor's interest is herein
specified or not), or no interest therein, then the royalties, delay rental, and
other moneys accruing from any part as to which this lease covers less than such
full interest,  shall be paid only in the proportion which the interest therein,
if any,  covered  by this  lease,  bears to the whole and  undivided  fee simple
estate therein. All royalty interest covered by this lease (whether or not owned
by Lessor) shall be paid out of the royalty herein provided. This lease shall be
binding upon each party who executes it without regard to whether it is executed
by all those named herein as Lessor.

         10. If, while this lease is in force,  at, or after the  expiration  of
the  primary  term  hereof,  it is not  being  continued  in force by  reason of
production or the shut-in well  provisions of paragraph 3 hereof,  and Lessee is
not conducting  operations on said land by reason of (1) any law, order, rule or
regulation,  (whether or not  subsequently  determined to be invalid) or (2) any
other  cause,  whether  similar or  dissimilar,  (except  financial)  beyond the
reasonable  control of Lessee,  the primary term and the delay rental provisions
hereof shall be extended until the first  anniversary  date hereof occurring one
hundred and eighty (180) days following the removal of such delaying cause,  and
this lease may be extended  thereafter  by  operations  as if such delay had not
occurred.

         11.  Notwithstanding  anything  hereinabove  to the contrary,  there is
expected  herefrom  and reserved to the Lessor  herein all uranium,  fissionable
materials and all bentonite, fullers earth and other clay like substances, it is
specifically  understood  and  agreed  that this  lease  covers  only oil,  gas,
sulphur,  and associated  liquid or liquefiable  hydrocarbons or the constituent
elements of any of the elements named,  but this lease does not cover or include
any other  minerals with all other such  minerals,  being reserved to the Lessor
herein.  Accordingly,  the words "oil,  gas" when used herein,  shall mean, oil,
gas,  sulphur  and  associated  liquid  or  liquefiable  hydrocarbons  and their
constituent  elements and the words "all other  minerals",  whenever used herein
shall be stricken from this lease, so that such "all other minerals", as defined
herein are reserved to the Lessor.

         12. Lessee's  employees and others entitled to admission upon said land
shall confine themselves to their business and duties in the performance of this
lease, and no hunting,  fishing or other trespassing shall be permitted by them;
and Lessee shall not permit its  employees or any other person to bring any guns
of any kind upon the lease premises.



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         13. In the event production be established,  Lessee agrees to construct
roads  sufficient to carry Lessee's  equipment and vehicles to all drillsites on
said premises, and such roads shall be maintained by Lessee in good condition so
long as this  lease  remains  in  force  on the land on  which  said  roads  are
situated.

         14. Lessee binds Lessee to hold Lessor harmless  against and to protect
Lessor from any and all claims of  whatsoever  kind or character  growing out of
the use,  occupation and operation of the herein leased premises by Lessee,  its
successors or assigns.

         15. Upon the  completion  or  abandonment  of any well drilled upon the
leased  premises by Lessee,  the surface of the ground  appurtenant to such well
shall be smoothed,  all excavations and slush pits shall be forthwith filled in,
and the surface of the land restored to  substantially  the same condition as it
was before the  commencement  of  operations  by  Lessee,  all cost and  expense
thereof  to be borne by the  Lessee,  and the  surface  rights  of Lessor in the
leased  premises  shall be impaired as little as reasonably  possible.  Promptly
after  the  completion  of  drilling  operations  of any well or  wells  drilled
hereunder.  Lessee shall erect a fence around the pits and excavations caused by
Lessee in such  operations,  until such time as the ground is in condition  that
the pits may be satisfactorily covered (not to exceed in any event 90 days after
the completion of such  operations),  at which time Lessee shall remove from the
land of Lessor all dumps  made by Lessee in such  operations,  and shall  remove
from the land of Lessor all foundations and construction  work and debris placed
by Lessee on the leased  premises,  and shall restore the surface of the land to
substantially  the same  condition  as it was  before the  commencement  of such
operations.

         16.  Lessee shall have the right to pool and combine the lands  covered
by this lease, or a portion  thereof,  with other lands,  lease or leases in the
immediate vicinity thereof so as to form a unit or units for the development and
production of oil, gas and gas distillate, provided that no such unit for gas or
gas distillate  shall exceed three hundred twenty (320) surface acres plus a ten
percent  (10%)  tolerance,  and for oil, and shall not exceed forty (40) surface
acres plus a ten per cent (10%) tolerance. If Lessee creates any such unit, then
all of the lands  constituting the block shall be included in such unit.  Lessee
shall execute in writing an instrument  identifying  and  describing  the pooled
acreage and each unit thereof,  and same shall be filed for record in the County
Clerk's Records in the County in which said land is located. Drilling operations
and  production  from any part of the pooled acreage shall be treated as if such
drilling  operations  were upon or such production was from the part of the land
covered by this lease  which is within  such pool or unit,  whether  the well or
wells be located on land covered by this lease or not. In lieu of the  royalties
on oil, gas and gas distillate elsewhere herein specified.  Lessor shall receive
on such production from a



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unit pooled only such portion of the royalty  stipulated herein as the amount of
the acreage placed in the unit or their royalty  interest  therein on an acreage
basis  bears to the total  acreage so pooled in the  particular  unit  involved,
provided,  however,  that this  proportionate  reduction of the Lessor's royalty
shall not apply to shut-in royalty.

         17.  Notwithstanding  anything in paragraph  numbers three (3) and four
(4) contained to the  contrary,  this lease shall not be kept in force by paying
of shut-in gas royalties as provided in paragraph Nos. 3 and 4 of this lease for
a period of more than three (3) years beyond the  expiration of the primary term
of this lease.

         18. In the event a portion or  portions of the land  described  in this
lease are pooled or unitized  with other  land,  lease or leases so as to form a
pooled unit or units, operations for drilling, drilling, or reworking operations
on such unit or units,  or production of oil or gas from such unit or units,  or
payment  of shut-in  gas  royalties  on a well or wells  drilled on such unit or
units shall  maintain this lease in effect only as to the portion or portions of
the land described in this lease which is included in such unit or units.  As to
any portion or portions of the land not included in a pooled unit or units, this
lease may be maintained in force and effect in any manner elsewhere  provided in
this lease  including,  but not limited to, the payment of delay rentals  during
the primary term.

         19.  In the  event of  termination  of this  lease as to a  portion  or
portions hereof, Lessee shall promptly execute and file for record in the Office
of the County Clerk of said county,  a written release and surrender of all such
portion or portions of this lease as shall have terminated  under the provisions
hereof and shall at said time mail to Lessor an executed copy of such release.

         20. Unless Lessee,  in its discretion,  elects to rework or reenter oil
or gas well in existence on the effective date of this lease,  Lessee shall have
no  obligation  to plug and abandon or conduct  clean up  operations on any such
well(s) so as to comply with any governmental regulations or requirements.

         21. If during the  primary  term of this  lease  Lessee  commences  the
actual  drilling of a well in search of oil or gas on the lease  premises,  then
said drilling  operations shall be prosecuted with reasonable  diligence and the
well completed as a producing well or plugged and abandoned as a dry hole within
one hundred  and twenty  (120) days after  spudding.  Thereafter,  Lessee  shall
continue  drilling  operations  on the lease  premises  with not more than three
hundred and sixty-five (365) days elapsing  between  completion or plugging of a
well and spudding of the next well;  completion date shall be deemed the date of
filing the initial potential test with the Railroad  Commission of Texas, but in
any event not more than thirty (30) days after reaching total depth in such


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well and plugging date shall be the date of actual  plugging or thirty (30) days
after reaching total depth, whichever first occurs. If in the drilling of any of
said wells, Lessee encounters mechanical difficulties rendering further drilling
impractical  in the good faith  judgment of Lessee,  Lessee may plug and abandon
said well and commence  another well within sixty (60) days after such  plugging
and abandoning and thereafter  drill said well in the same manner and within the
same time as provided for the well having mechanical difficulties. In such event
such  well  shall be  considered  a  substitute  well and  shall  be  deemed  in
compliance with the terms hereof.

         Upon cessation of such continuous development program, this lease shall
ipso facto  terminate and all lands covered by this lease shall revert to Lessor
free of any lease or burden of whatsoever nature, save and except each producing
well and the tract upon which it is  situated as  specified  and  designated  by
Lessee.  If production of oil or gas from the lease  premises  should cease from
any cause, this lease shall nevertheless continue in force as long as additional
drilling  operation or reworking  operations are conducted on this lease with no
cessation of more than ninety (90) days between the abandonment of operations on
one well and the actual  spudding of another well and if production is obtained,
this lease shall  thereafter  continue as long as oil and gas are produced  from
said land.

         22. Lessee may by written  assignment  assign this Lease and its rights
and interests arising hereunder either in whole or in part. In the event of such
assignment,  Lessee shall notify Lessor of such  assignment  and provide  Lessor
with the  identity  and address of the party in whose favor the  assignment  has
been made.

         23. In the event of any conflict  between the terms and  provisions  of
this Lease and division  orders that may be issued in connection with production
from the lease  premises,  the  terms  and  provisions  of this  Lease  shall be
controlling.

         IN WITNESS WHEREOF, this instrument is executed on the date first above
written.  If  this  lease  is  executed  in  counterparts,  then  each  is to be
considered an original.



LESSOR:

/s/ NOLIE TIEDT
-------------------
    Nolie Tiedt







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<PAGE>


STATE OF TEXAS      ss.
                    ss.
COUNTY OF FAYETTE   ss.



         This  instrument  was  acknowledge  before me this 24TH day of October,
2001, by Nolie Tiedt.




[NOTARY SEAL GOES HERE]         /s/ SHIRLEY SODEK
                                --------------------------------
                                Notary Public, State of Texas

                                My Commission Expires:  August 19, 2005









After recording return to:

James T. Roche
5901 Highland Hills Trail
Austin, Texas 78731







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