Exhibit 10.1 for TBX Resources, Inc.




                                  EXHIBIT 10.1

                             ATTORNEY FEE AGREEMENT

THIS AGREEMENT made this 28th day of December, 2001, by and between TBX
Resources, Inc. (hereinafter "CLIENT" or "Company"), and Hamilton, Lehrer &
Dargan, P.A., (hereinafter ATTORNEY).

1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law regarding
Corporate/Securities related matters and authorizes and empowers ATTORNEY to do
all things reasonably necessary to complete corporate and securities
transactions with CLIENT'S consent up to a maximum of ten (10) hours.

2. On the basis of the time expended by ATTORNEY, a retainer shall consist of
25,000 shares of common stock of TBX Resources, Inc. All referenced shares shall
be registered pursuant to a Registration Statement on Form S-8. CLIENT shall
also be responsible for costs incurred including, but not limited to, long
distance phone calls, transcripts, photocopies, postage, filing fees, and costs
of newspaper publications. Advanced costs that are not expended during the
course of the representation are to be returned to the client at the conclusion
of the representation, unless ATTORNEY and CLIENT agree otherwise in writing.

3. All legal services will be performed by the ATTORNEY after consultation with
and authorization from the COMPANY.

4. BY EXECUTING THIS AGREEMENT, COMPANY ACKNOWLEDGES THAT THE SERVICES TO BE
RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF SECURITIES IN A
CAPITAL RAISING TRANSACTION AND DO NOT DIRECTLY OR INDIRECTLY PROMOTE OR
MAINTAIN A MARKET FOR THE SECURITIES OF THE COMPANY.

5. All payments for fees and expenses are due upon presentation of invoices.

6. The ATTORNEY is authorized to take all actions which the ATTORNEY deems
advisable on behalf of the COMPANY. The ATTORNEY agrees to notify the COMPANY
promptly of all significant developments in regard to representation of the
COMPANY.

7. COMPANY will fully cooperate with the ATTORNEY and provide all information
known to the COMPANY or available to the COMPANY, which, in the opinion of the
ATTORNEY, would aid the ATTORNEY in representing the COMPANY.

8. The ATTORNEY agrees to use its best efforts in representing the CLIENT.

9. This writing with exhibits includes the entire agreement between the CLIENT
and the ATTOREY regarding this matter. This Plan can only be modified with
another written agreement signed by the CLIENT and the ATTORNEY. This Plan shall
be binding upon the CLIENT and the ATTORNEY and their respective heirs, legal
representatives and successors in interest.

10. CLIENT understands and agrees that ATTORNEY has made no guarantee regarding
the successful outcome or termination of the engagement and all expressions
pertaining thereto are matters of opinion. Should it be necessary to institute
legal proceedings for the collection of any part of the ATTORNEY'S compensation
or costs as set forth above, then CLIENT agrees to pay all court costs and
reasonable attorneys fees with regard to the collection of same.

IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.

ACCEPTED:
Hamilton, Lehrer & Dargan, P.A.                       TBX Resources, Inc.
By: /s/ Brenda Hamilton                               By: /s/ Tim Burroughs
Brenda Hamilton, Attorney                             Tim Burroughs, President