Unassociated Document

Exhibit
    10.32

    COOPERATION
      AGREEMENT AND

    MUTUAL
      RELEASE

    


    This
      Cooperation Agreement and Mutual
      Release (this “Agreement” or “Mutual Release”) entered into on October 30, 2007,
      to be effective when executed, is by and between Texhoma Energy, Inc., a Nevada
      Corporation, which has an address of 100 Highland Park Village, Dallas, Texas
      75205 and its wholly owned Delaware subsidiary, Texaurus Energy, Inc.
      (collectively “Texhoma”) and Terje Reiersen, an individual (”Reiersen”), each
      individual referred to as a “Party” and collectively referred to as the
“Parties.”

    


    


    1.           Facts.

    


    
      	
               

            	
              1.1

            	
              Reiersen
                was previously engaged as a consultant to Texhoma from about May
                2006 to
                about March 2007 (the “Service
                Period”).

            


    

    


    
      	
               

            	
              1.2

            	
              On
                June 1, 2006, Reiersen was granted an aggregate of 1,000,000 Non-qualified
                Stock Options at an exercise price of $0.13 per share, which were
                to vest
                to Reiersen at the rate of 250,000 shares every three months (the
                “Options”).

            


    

    


    
      	
               

            	
              1.3

            	
              Reiersen
                claims that he is owed compensation from Texhoma in back consulting
                fees
                and related expenses (the “Consulting
                Fees”).

            


    

    


    2.           Settlement.

    


    
      	
               

            	
              2.1

            	
              Reiersen
                agrees that in consideration for Texhoma agreeing to the terms and
                conditions of Section 3.2 below; Reiersen agrees to the terms and
                conditions of Section 3.1 below (the “Texhoma
                Consideration”).

            


    

    


    
      	
               

            	
              2.2

            	
              Texhoma
                agrees that in consideration for Reiersen agreeing to the terms and
                consideration of Section 3.1 below,; Texhoma agrees to the terms
                and
                conditions of Section 3.2 below (the “Reiersen
                Consideration”).

            


    

    


    
      	
               

            	
              2.3

            	
              Reiersen
                agrees that he will receive valid consideration from the Texhoma
                Consideration.

            


    

    


    
      	
               

            	
              2.4

            	
              Texhoma
                agrees that it will receive valid consideration from the Reiersen
                Consideration.

            


    

    


    3.           Release.

    


    
      	
               

            	
              3.1

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                Reiersen, for himself, his agents, servants, attorneys, employees,
                successors and assigns, to the extent legally allowed, hereby
                covenants and agrees as
                follows:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              3.1.1

            	
              That
                Reiersen hereby releases, acquits and forever discharges Texhoma,
                its
                current and former agents, officers, directors, servants, attorneys,
                representatives, successors, employees and assigns (the “Texhoma Parties”)
                from any and all rights, obligations, claims, demands and causes
                of
                action, whether in contract, tort, under state and/or federal law,
                or
                state and/or federal securities regulations, whether asserted or
                unasserted, whether known or unknown, suspected or unsuspected, arising
                from or relating to the Service Period, Texhoma and/or the Texhoma
                Parties
                in general, for or by reason of any matter, cause or thing whatsoever,
                including all obligations arising therefrom, and omissions and/or
                conduct
                of Texhoma or the Texhoma Parties, and/or Texhoma’s former or current
                agents, attorneys, servants, representatives, successors, employees,
                directors, officers and assigns, relating directly or indirectly
                thereto
                other than as provided in 3.1.2.

            


    

    


    
      	
               

            	
              3.1.2

            	
              That
                Reiersen hereby assigns the rights to any and all claims, demands
                and
                causes of action, whether in contract, tort, under state and/or federal
                law, or state and/or federal securities regulations, whether asserted
                or
                unasserted, whether known or unknown, suspected or unsuspected, arising
                from or relating to any former officers or Directors of Texhoma,
                or any
                predecessor company, to Texhoma (the “Assigned
                Claims”).

            


    

    


    
      	
               

            	
              3.1.3

            	
              Reiersen
                agrees to cooperate with Texhoma, to advise Texhoma and to respond
                truthfully and to the best of his knowledge and ability to any and
                all
                questions and reasonable tasks requested of Reiersen by Texhoma until
                sixty (60) days from the date this Agreement is executed (the “Cooperation
                Deadline”); provided however that, Reiersen further agrees to cooperate
                fully and to the best of his ability in connection with all reasonable
                requests from Texhoma following the Cooperation Deadline in connection
                with and pursuant to the litigation of, resolution of and/or arbitration
                of any of the Assigned Claims.

            


    

    


    
      	
               

            	
              3.1.4

            	
              Reiersen
                agrees that any and all of the Options which he vested have previously
                expired unexercised and that he is relinquishing all rights to the
                Options
                in connection with his entry into this
                Agreement.

            


    

    


    
      	
               

            	
              3.1.5

            	
              Reiersen
                agrees that Texhoma shall owe him no rights to contribution and/or
                indemnification in connection with his service to Texhoma as a Consultant
                following the Parties entry into this Agreement, for any matters,
                claims,
                whatsoever, in connection with any cause of action, lawsuit, or complaint
                of any kind brought by any current or former shareholder of Texhoma,
                and/or current or former officer or Director of
                Texhoma.

            


    

    


    
      	
               

            	
              3.1.6

            	
              Reiersen
                agrees that other than the Reiersen Consideration (defined below)
                to be
                paid to Reiersen in connection with his entry into this Agreement
                and
                agreeing
                to the terms of this Agreement, Texhoma shall not owe him any other
                Consulting Fees, reimbursements, fees, payments or consideration
                of any
                kind whatsoever subsequent to the Parties entry into this Agreement,
                and
                that Reiersen’s claim for Consulting Fees shall be satisfied in
                full.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

                   
      3.2         In
      consideration of the agreements and covenants set forth herein above and below,
      the sufficiency of which is hereby acknowledged and confessed, Texhoma, hereby
      covenants and agrees that in connection with the Parties entry into this
      Agreement and in consideration for Reiersen agreeing to the terms and conditions
      of this Agreement and in full release and satisfaction of any and all Consulting
      Fees owed to Reiersen, Texhoma agrees to:

    


    
      	
               

            	
              (a)

            	
              Pay
                Reiersen $2,500 within ten (10) business days of the Parties entry
                into
                this Agreement; and

            


    

    


    
      	
               

            	
              (b)

            	
              To
                issue Reiersen 250,000 restricted shares of Texhoma’s common stock in the
                name of Terje Reiersen, at the following address _________________,
                within
                ten (10) days of the Parties entry into this Agreement (collectively
                with
                (a) above, the “Reiersen
                Consideration”).

            


    

    


    4.           Return
      of the Texhoma Materials.

    


    Reiersen
      agrees to return to Texhoma any and all documents, files, agreements, stock
      certificates, record books, invoices, or contacts, property, equipment and/or
      inventory which relate to Texhoma, Texaurus Energy, Inc. (“Texaurus”), and/or
      any agreements and understandings between any former officers or Directors
      of
      Texhoma and Texaurus, which Reiersen may hold in his possession and/or control
      (collectively the “Texhoma Materials”) within ten (10) business days from the
      date hereof and agrees to provide a representation in connection with the
      delivery of the Texhoma Materials (or in the event that Reiersen has no Texhoma
      Materials in his possession or control) of the fact that after the delivery
      of
      the Texhoma Materials to Texhoma, that Reiersen no longer holds any Texhoma
      Materials in his possession and/or is not aware of any Texhoma Materials which
      have not been turned over to Texhoma.

    


    5.           Miscellaneous.

    


    
      	
               

            	
              5.1

            	
              Termination
                of All Previous Agreements.  All
                previous agreements among the Parties, if any, and any and all related
                agreements and obligations are hereby terminated without further
                rights,
                obligations or liabilities of any Party
                thereunder.

            


    

    


    
      	
               

            	
              5.2

            	
              No
                Other Cause of Action.  The
                Parties are not aware of any claims not being released herein against
                them.

            


    

    


    
      	
               

            	
              5.3

            	
              Capacity
                and Authorization.  The Parties to this Mutual
                Release further represent that
                they have read it in full before its execution and that they fully
                understand the meaning, operation and effect of its terms.  Each
                individual signing this Mutual Release warrants and represents that
                he or
                she has the full authority and is duly authorized and empowered to
                execute
                this Mutual Release on behalf of the Party for which he or she
                signs.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	
               

            	
              5.4

            	
              Assignments.  Reiersen
                represents that he has not assigned, in whole or in part, any claims,
                demands and/or causes of action against Texhoma to any person or
                entity
                prior to his execution of this Mutual Release.  Texhoma
                represents that it is not aware of any assignment, in whole or in
                part,
                any claim, demand and/or causes of action against Reiersen to any
                person
                or entity prior to its execution of this Mutual
                Release.

            


    

    


    
      	
               

            	
              5.5

            	
              Binding
                Effect.  This Mutual Release shall be binding on
                and inure to the benefit of the Parties and their respective heirs,
                successors, assigns, directors, officers, agents, employees and personal
                representatives.

            


    

    


    
      	
               

            	
              5.6

            	
              Modification.  No
                modification or amendment of this Mutual Release shall be effective
                unless
                such modification or amendment shall be in writing and signed by
                all
                Parties hereto.

            


    

    


    
      	
               

            	
              5.7

            	
              No
                Admission of Liability. Each Party
                acknowledges and agrees that this Mutual Release is a compromise
                of
                disputed claims and neither this Mutual Release, nor any consideration
                provided pursuant to this Mutual Release, shall be taken or construed
                to
                be an admission or concession by either Reiersen or Texhoma of any
                kind
                with respect to any fact, liability, or
                fault.

            


    

    


    
      	
               

            	
              5.8

            	
              Entire
                Agreement.  This Mutual Release constitutes the
                entire agreement between the Parties pertaining to the subject matter
                hereof and supersedes all prior and contemporaneous agreements,
                understandings, negotiations and discussions, whether oral or written,
                of
                the Parties in connection with the subject matter
                hereof.

            


    

    


    
      	
               

            	
              5.9.

            	
              Interpretation.  The
                interpretation, construction and performance of this Mutual Release
                shall
                be governed by the laws of the State of Texas.  Whenever used
                herein, the singular number shall include the plural, the plural
                shall
                include the singular and the use of any gender shall be applicable
                to all
                genders.

            


    

    


    
      	
               

            	
              5.10.

            	
              Faxed
                Signatures.  For purposes of this
                Mutual Release a faxed signature shall constitute an original
                signature.

            


    

    


    
      	
               

            	
              5.11.

            	
              Execution.  This
                Mutual Release may be executed in several counterparts, each of which
                shall be deemed an original, and such counterparts taken together
                shall
                constitute but one and the same Mutual Release.  A photocopy of
                this Mutual Release shall be effective as an original for all
                purposes.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
      executed this Mutual Release as of the date first written above.

    


                                                                                   
      Texhoma Energy, Inc.

    


    


                                                                                                   
      /s/ William M. Simmons

                                                   
      William M. Simmons

                                                    President

    


    


    Terje
      Reiersen:

    


    


    /s/
      Terje Reiersen

    Terje
      Reiersen

     

    Dated:
      October 30, 2007