EXHIBIT 10.2


                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT  AGREEMENT (this  "Agreement") is entered into effective as
of the 1st day of July,  2001, by and between  BLESSING  PETROLEUM  GROUP,  LLC,
Q'Manager"),  PUMA ENERGY,  INC. and CASPIAN  ENERGY  INTERNATIONAL,  INC.  (the
"Companies"),

                                   WITNESSETH:

     WHEREAS,  Manager  is  primarily  engaged  in  the  business  of  providing
management and advisory services relating to oil and gas assets; and

     WHEREAS,  the Companies are primarily  engaged in the oil and gas business,
including the acquisition, development and exploration and production of oil and
gas properties and in the acquisition and ownership of gas processing plants and
gathering facilities; and

     WHEREAS,  in order to reduce  overhead  and  operating  expenses  and in an
effort to manage their affairs in a more cost  effective  and efficient  manner,
the  Companies  desire to retain  the  Manager to  provide  certain  management,
administrative and support services to the Companies, and the Manager desires to
render  such  services  to the  Companies,  all upon the  terms  and  conditions
hereinafter set forth;

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
promises contained herein and other good and valuable consideration, the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

                        ARTICLE I. Appointment of Manager
                                   ----------------------

     Section  1.1  Appointment.  The  Companies  hereby  appoint  the Manager to
conduct the activities described herein by and on behalf of, and for the account
of, the Companies, pursuant to and as set forth in this Agreement. The Companies
shall at all times have and retain  ultimate  control  over their  business  and
operations.

     Section 1.2  Acceptance.  The Manager  hereby accepts the  appointment  and
agrees to perform the duties and obligations herein imposed in a prudent manner,
consistent with generally accepted standards for the Companies.

     Section 1.3 Legal  Ownership  Retained in the Companies.  The Manager shall
not take  title  to any  properties  owned  of  record  or  beneficially  by the
Companies  during the Term of Agreement,  all of which will be segregated on the
books and records of the Manager as provided in Section 8.2. Any addition to the
assets of the  Companies  purchased,  leased,  or  otherwise  acquired  with the
Companies funds or securities shall be acquired in the name of the Companies.

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     Section 1.4 Duties  Retained by the Companies.  The Companies  shall remain
responsible  for (i) making all decisions  required of the Companies  under this
Agreement, (ii) such other duties as shall be specifically identified in writing
by the Companies to the Manager and (iii)  authorizing  (in its  discretion) and
executing all  agreements,  contracts,  and other  documents in connection  with
their business.

                          ARTICLE II. Status of Manager
                                      -----------------

     The Manager shall render  services  hereunder as the Companies agent to the
extent specifically provided herein or as further delegated from time to time by
the Companies and accepted in writing by the Manager.  The relationship  created
by this  Agreement  is one of principal  and agent,  and nothing to the contrary
shall be inferred from this Agreement.

            ARTICLE III. Authority and Responsibilitv of the Manager
                         -------------------------------------------

     Section 3.1 General. As agent for the Companies, the Manager shall have the
authority  and the  responsibility  for the  supervision  and  management of the
day-to-day  operations of the Companies' activities covered hereby. As agent for
the Companies,  the Manager  agrees,  to the extent that adequate funds are made
available to the Manager, to manage the Companies'  activities covered hereby in
a prudent manner,  consistent with generally  accepted  standards for businesses
similar to the Companies'  activities  covered hereby. The Manager shall have no
obligation  to advance funds for the account of the Companies or to pay any sums
of its own in  connection  with  the  performance  of the  actions  which  it is
authorized to take hereunder. The Manager's management and activities under this
Agreement  shall be  specifically  subject to the terms  hereof and the  general
control, direction and supervision of the Companies.

     Section 3.2 Compliance with Laws. The Manager shall use reasonable  efforts
to  insure  for  full  compliance  with  federal,   state  and  municipal  laws,
ordinances,  regulations and orders relative to the use, operation,  development
and maintenance of the Companies'  activities  covered hereby. The Manager shall
use reasonable efforts to remedy any violation of any such law, ordinance, rule,
regulation or order which comes to its attention.

     Section 3.3 Compliance with  Obligations.  The Manager,  to the extent such
matters are reasonably within its control, shall use reasonable efforts to cause
compliance with all terms and conditions  contained in any contract,  agreement,
judicial,  administrative or governmental order, lease, mortgage,  deed of trust
or other contractual or security instrument affecting the Companies'  activities
covered hereby;  provided,  however, that, except as otherwise set forth herein,
the Manager  shall not be required to make any payment or incur any liability on
account thereof The Manager shall promptly notify the Companies of any violation
of any covenant in such instruments or agreements.

                       ARTICLE IV. Administrative Services
                                   -----------------------

     Section 4.1 Provision of Administrative Services. The Manager shall provide
Administrative  Services to the Companies,  subject to the general  approval and
direction of the Companies. Administrative Services shall mean the following:



<PAGE>

     (a)  providing the Companies with such office space, equipment,  facilities
     and  supplies,  and the  services of such  secretarial,  clerical and other
     personnel as may be required for the reasonable  conduct of the business of
     the Companies;

     (b)  making such  arrangements  with and employing,  at the expense and for
     the benefit of the Companies, such accountants,  attorneys, banks, transfer
     agents,  custodians,   underwriters,   engineers,   technical  consultants,
     insurance companies and other persons as may from time to time be requested
     by the  Companies or may  reasonably be necessary to manage the business of
     the Companies;

     (c)  maintaining in good order the books and accounts,  ledgers and records
     of the Companies and performing all day-today  accounting  functions of the
     Companies,  including,  without  limitation,  matters related to paying and
     receiving  from  the  bank  accounts  of the  Companies,  billing,  reserve
     estimates,   contract   coordination  and  administration  and  tax  return
     preparation.  Without limiting the generality of the foregoing, the Manager
     shall prepare,  or assist in the preparation  of, all requisite  accounting
     reports  and  interim  financial  statements  of the  Companies,  including
     balance sheets, statements of operations, changes in stockholders' equities
     and cash flow and shall assist the Companies, if requested, in selecting an
     independent  public  accounting  firm for the purpose of conducting  annual
     financial audit reviews of the Companies and shall aid in coordinating such
     audits;

     (d)  assisting in determining  the Companies  long and  short-term  capital
     requirements,  in  determining  the best method of fulfilling the Companies
     capital requirements, in locating sources of equity and long and short-term
     debt financing,  in preparing formal  presentations to potential  investors
     and lenders,  in negotiating the terms and conditions of such financing and
     in consummating such financing;

     (e)  timely  preparing and filing on behalf of the Companies,  all reports,
     forms,  documents,  certificates  and  other  instruments  required  by the
     Securities and Exchange  commission,  any national  securities  exchange on
     which the Companies  securities are traded,  state securities  commissions,
     federal,  state and local tax authorities,  regulatory agencies,  including
     federal and state energy regulatory agencies, and other governmental bodies
     in order to lawfully conduct the business of the Companies;

     (f)  analyzing reports, economic data and other information relating to the
     business  of the  Companies  and  periodically  reporting  to the  Board of
     Directors of the  Companies  all such  information  obtained and  analyzed,
     including making recommendations with respect thereto;

     (g)  maintenance   activities,   including   overseeing  and  managing  the
     interests of the  Companies in the various  partnerships,  joint  ventures,
     companies and other  entities  which the Companies have an interest in, and
     reporting to the Companies any significant  fact or matter which relates to
     such interests;


                                       1
<PAGE>


     (h)  providing the Companies,  at their request,  with relevant information
     for  assessing  the  value  of, or making  decisions  with  respect  to the
     acquisition,  funding,  management or  disposition  of,  existing or future
     assets or investments of the Companies;

     (i)  advising the  Companies  of any  potential  investments  coming to its
     attention which the Manager believes the Companies may be interested in and
     which are within the scope of the business of the Companies; and

     (j)  taking such other actions and  performing  such other  services as are
     deemed necessary, customary or appropriate in the opinion of the Manager to
     conduct the business of the Companies.

     Section 4.2  Administrative  Costs.  The Companies shall pay their share of
all  costs  and  expenses  incurred  on  their  behalf  hereunder.   All  common
administrative  expenses that are not directly allocable to the Company shall be
divided  between the Companies  based upon the allocation  formula in effect for
the current year. For the years 2001 and 2002,  the allocation  formula shall be
80% to Puma Energy, Inc. and 20% to Caspian Energy International, Inc.


                            ARTICLE V. Other Services
                                       --------------

     Section 5.1 Other Services. The Manager may, at its discretion, perform all
other activities  related or incidental to the business of the Companies for the
account of the Companies, at the request of the Companies,  including investment
activities or financing activities. Such activities shall be performed under the
control and supervision of the Companies.

     Section 5.2 Payment of Out-of -Pocket  Expenses.  The Manager shall pay all
out-of-pocket expenses of the Manager and its employees,  agents and consultants
including  the  following,  travel,  food,  lodging,  entertainment  and similar
expenses  ("Out-of-Pocket  Expenses"),  pursuant to the policies and  procedures
established by the Manager for the payment or  reimbursement  of such costs with
respect to  activities  conducted  by the  Companies  under this  Article V. The
Companies shall reimburse the Manager,  within thirty days after the end of each
month during the Term of Agreement,  for all such Out-of-Pocket Expenses paid by
the Manager on behalf of each  Companies or in  connection  with the business of
the Companies during such month.

     Section 5.3 Required  Companies  Approval.  The Companies must specifically
approve the following  matters before they are undertaken by the Manager for the
account of the Companies, and, notwithstanding any other provisions hereof, none
of the following shall be undertaken without the Companies prior approval:

     (a)  the  issuance of any capital  stock or  security  convertible  into or
     exchangeable for such capital stock;

     (b)  the entering into of capital leases or making of capital  expenditures
in excess of $10,000;

     (c)  the  execution of any  agreements  for  borrowing of funds (other than
     trade accounts  payable  incurred in the ordinary course of business of the
     Companies) on a long- term basis;


<PAGE>

     (d)  the pledge,  hypothecation or other  encumbrance of any material asset
     of the Companies;

    (e)  the acquisition or disposition of any material asset of the Companies,

     other than in the ordinary course of business or as contemplated herein;

     (f)  the  initiation  or  compromise  of any single  litigation  matter (or
     settling of any single  claim) with a cost to the  Companies  of $10,000 or
     more; and

     (g)  the execution of any contract  whose term extends beyond one year from
     its effective date.

Notwithstanding  any provision of this  Agreement to the  contrary,  the Manager
shall have no authority to take any action that will  contravene  the  Companies
Articles of Incorporation or Bylaws.

                      ARTICLE VI. Personnel Administration
                                  ------------------------

     Section 6.1 General.  The Manager  shall have in its employ or available to
it at all  times  during  the term of this  Agreement  a  sufficient  number  of
personnel to enable it to properly and adequately manage, operate, maintain, and
account  for the  business  of the  Companies  as herein  provided.  All matters
pertaining to the employment, supervision compensation,  promotion and discharge
of any  employees  or  personnel  of the Manager are the  responsibility  of the
Manager, which are in all respects the employer of any such employees.  All such
employment  arrangements are solely the Manager's concern and, other than as set
forth in Article VI hereof,  the Companies  shall have no liability with respect
thereto.

     Section  6.2  Employees.   The  Manager  shall  determine  the  number  and
qualifications  of employees  needed in the  operation of the Business and shall
implement  the  policies  of the  Companies  with  regard  to  employer/employee
matters.

     Section 6.3 Consultants and Others.  Except as otherwise  provided  herein,
the Manager shall have the power and authority to retain and pay as  independent
contractors,  on  behalf  of and  for the  account  of the  Companies,  lawyers,
accountants,  engineers,  contractors,  technical consultants,  architects,  and
others in connection with the conduct of the business of the Companies.

                            ARTICLE VII. Indemnities
                                         -----------

     Section 7.1  Indemnification  by the Manager.  The Manager  shall  protect,
indemnify, defend and hold harmless the Companies and their officers, directors,
shareholders  and  Affiliates  from any and all  threatened  or  actual  claims,
demands,  causes of action,  suits,  proceedings  (formal or informal) , losses,
damages,  fines,  penalties,  liabilities,  costs and  expenses  of any  nature,
including attorneys' fees and court costs,  sustained or incurred by or asserted



<PAGE>

governmental authority,  partnership or other entity by reason of or arising out
of: (i) any breach of this Agreement by the Manager, its affiliates,  agents, or
employees;  or (ii) any act of fraud,  willful misconduct or gross negligence of
the Manager and its  affiliates or any of its respective  employees,  or acts or
omission outside the scope of the Manager authorized duties and responsibilities
contained  herein. In case any action or proceeding shall be brought against the
Companies or its Affiliates in respect of which the indemnification contemplated
by this Section 10.1 may be sought  against the Manager,  the Manager,  upon the
receipt of notice from the Companies,  shall defend such action or proceeding by
counsel  reasonably  satisfactory  to the  Companies  and the  Manager,  and the
Manager shall pay for all expenses  therefor unless such action or proceeding is
resisted and defended by counsel for any carrier of public  liability  insurance
that benefits the Companies or the Manager.  The Companies  shall  promptly give
written  notice to the Manager  when a claim is made against the  Companies  for
which indemnity is owed to the Companies by the Manager pursuant to this Section
7.1. The Manager shall participate at its own expense in defense of such claims,
but the Companies shall have the right to employ its own separate  counsel.  The
Companies  shall  assist the  Manager in the  defense of any claim for which the
Manager owes indemnification  hereunder and is undertaking to provide a defense,
by  making  available  to the  Manager  such  records  and  personnel  as may be
reasonably requested in the defense of such claim.

     Section 7.2 Indemnification by the Companies. The Companies hereby agree to
indemnify,  defend,  and hold harmless the Manager and its officers,  directors,
shareholders,  employees,  agents and affiliates  from any and all threatened or
actual  claims,  demands,  causes  of  action,  suits,  proceedings  (formal  or
informal), losses, damages, fines, penalties, liabilities, costs and expenses of
any nature,  including attorneys' fees and court costs, sustained or incurred by
or  asserted  against  the  Manager  or  its  affiliates,  officers,  directors,
employees and agents by any person, firm,  corporation,  governmental authority,
partnership  or other  entity by reason of or arising out of: (i) the conduct of
the Companies, other than conduct by or at the direction of the Manager, or (ii)
the conduct of the business of the Companies or the provision of services by the
Manager pursuant to this Agreement, except to the extent specifically limited by
the  foregoing  Section 7.1. In case any action or  proceeding  shall be brought
against  the  Manager  in respect to which the  indemnity  contemplated  by this
Section 7.2 may be sought against the  Companies,  the Manager shall give notice
of such action to the Companies,  and the Companies  shall defend such action or
proceeding by counsel reasonably  satisfactory to the Companies and the Manager,
and the  Companies  shall pay for all  expenses  therefor  unless such action or
proceeding  is  resisted  and  defended  by  counsel  for any  carrier of public
liability  insurance  that  benefits the  Companies or the Manager.  The Manager
shall promptly give written notice to the Companies when a claim is made against
the Manager for which indemnity is owed to the Manager by the Companies pursuant
to this Section 7.2. The Companies shall  participate in defense of such claims,
but the Manager shall have the right to employ its own separate counsel, and the
Manager  shall  assist the  Companies  in the defense of any claim for which the
Companies  owes  indemnification  hereunder  and is  undertaking  to  provide  a
defense,  by making available to the Companies such records and personnel of the
Manager as may be reasonably requested.

     Section  7.3  Non-Assumption  of  Liabilities.  The  Manager  shall not, by
entering  into  this  Agreement,   assume  or  become  liable  for  any  of  the
obligations, debts or other liabilities of the Companies in existence or arising
on or after the date hereof

<PAGE>


     Section 7.4 Standard of Conduct of Manager. The Manager shall not be liable
for damages to the  Companies or any  stockholder  of the  Companies  under this
Agreement or for any actions in connection with the management of the Companies,
except for gross negligence or willful misconduct.



             ARTICLE VIII. Access to Information, Books and Records:
                           -----------------------------------------
                       Confidentiality: Power of Attorney
                       ----------------------------------

     Section  8.1  Access  to  Books  and  Records.  The  Manager  and its  duly
authorized  representatives shall have complete access to the Companies offices,
facilities  and records  wherever  located,  in order to discharge the Manager's
responsibilities  hereunder.  All records and materials furnished to the Manager
by the Companies in performance of this Agreement  shall at all times during the
Term of Agreement remain the property of the Companies.

     Section  8.2  Confidentiality.  For at least  two  years  after the Term of
Agreement,  the Manager agrees to keep  confidential all non-public  information
concerning the Companies  acquired by the Manager or its  Affiliates  during the
Term of Agreement. For the purpose of this Section 8.2, confidential information
shall not include any  information  available to or  otherwise  disclosed by the
Companies to third parties generally. Nothing in this Section 8.2 shall prohibit
any announcement or disclosure by a Party that such Party determines is required
to be disclosed by applicable law or court order.

     Section  8.3  Power  of  Attorney.  By  execution  of this  Agreement,  the
Companies do hereby  irrevocably make,  constitute and appoint the Manager,  and
its successors, with full power of substitution, as its true and lawful attorney
and agent with full power and authority in its name, place and stead to execute,
swear to, acknowledge,  deliver,  file, record in the appropriate public offices
and  publish  any  and  all  contracts,  agreements,  instruments,  conveyances,
mortgages,  deeds,  notes and other  documents of any kind or nature related to,
arising  out of or in  connection  with the  business  of the  Companies  or the
Manager's performance of this Agreement.

     During the Term of Agreement, the power of attorney granted herein shall be
irrevocable  and a power  coupled  with an  interest,  shall  survive the death,
incompetency,  bankruptcy,  dissolution  or other  termination of the Companies,
shall extend and be binding upon the Companies  successors and assigns and shall
continue in full force and effect  regardless  of the  occurrence  of any of the
foregoing.  The  Companies  hereby  agree to be  bound  by any  such  contracts,
agreements,   instruments,   conveyances,  mortgages,  deeds,  notes  and  other
documents executed or otherwise entered into by the attorney and agent acting in
good faith  pursuant to such power of  attorney,  and hereby  waives any and all
defenses which may be available to contest,  negate,  or disaffirm any action of
the attorney and agent taken under such power of attorney except in cases of bad
faith, gross negligence or willful misconduct.

                ARTICLE IX. Conflicts of Interest and Good Faith
                            ------------------------------------

     Section 9.1 Other  Activities.  The Companies  acknowledge that the Manager
and its affiliates own, manage and/or operate assets that compete  directly with
the business of the Companies  and may own,  manage  and/or  operate  additional
business  and assets in the future  that may  compete  with the  business of the
Companies,  and the Companies  agree that the Manager shall have no liability or
accountability  to the Companies for any such competing  activities or interests
or any profits or value generated therefrom.

<PAGE>

                  ARTICLE X. Term and Termination of A2reement
                             ---------------------------------

     Section 10.1 Initial Term. The initial term of this Agreement  shall be for
a five year period beginning on the date hereof Thereafter, this Agreement shall
automatically  renew for successive  one-year periods until terminated by either
party in accordance with the provisions of this Article X.

     Section 10.2 Termination.  This Agreement may be terminated on the first to
occur of the following:

     (a)  In the  event  the  parties  shall  mutually  agree in  writing,  this
      Agreement may be terminated on the terms and dates stipulated therein.

     (b)  Following the initial five year term hereof, either party may, with or
     without cause,  terminate this Agreement on any anniversary  date hereof by
     giving to the other party at least 60 days' advance  written  notice of its
     intent to terminate,  whereupon his Agreement shall terminate on the future
     date specified in such notice.

     (c)  Subject  to events of force  majeure  (as  provided  in  Section  11.9
     hereof),  in the event  either  party  shall fail to  discharge  any of its
     material obligations  hereunder,  or shall commit a material breach of this
     Agreement and such default or breach shall continue for a period of 30 days
     after the other party has served notice of such default, this Agreement may
     then be  terminated  at the  option  of the  non-breaching  party by notice
     thereof to the breaching party.

     (d)  Dissolution or termination for the corporate  existence of the Manager
     or  cessation  on  the  Manager's  part  to  continue  to do  business,  or
     bankruptcy,  insolvency,  foreclosure or conveyance in lieu of foreclosure,
     or  assignment  for the benefit of the creditors of the Manager shall cause
     an  immediate  termination  of  this  Agreement  at  the  election  of  the
     Companies.

     (e)  Either  Company may terminate this  Agreement,  with or without cause,
     upon 12 months prior notice to the Manager,  by action of the  Compensation
     Committee of its Board of Directors.

     Section 10.3 Effects of  Termination.  The termination of this Agreement in
accordance  with the  provisions  of this  Article  X shall  have the  following
effects:

     (a)  Except  for the  mutual  indemnities,  covenants  or other  provisions
     herein that by their terms  expressly  extend beyond the Term of Agreement,
     the  Parties'  obligations  hereunder  are  limited  to the  term  of  this
     Agreement.

     (b)  In the event this Agreement is terminated for any reason,  the Manager
     shall immediately deliver possession to the Companies of all assets,  books
     and records of the terminating Company in its possession.

<PAGE>



     (c)  Upon a  termination  of  this  Agreement  (for  whatever  cause),  the
     Companies  shall pay to the  Manager  the  amount  of any and all  payroll,
     general and administrative and other costs and expenses accrued to the date
     of such  termination  which are payable by the  Companies to the manager in
     accordance with the provisions hereof

     (d)  Upon  termination of this Agreement by the  terminating  Company,  the
     Companies  shall  reimburse  the Manager  for all  amounts  incurred by the
     Manager in connection  with its activities  under this  Agreement.  Without
     limiting the  foregoing,  the Companies  shall (i) hire or pay the costs of
     terminating  all of  Manager's  employees  used to  conduct  the  Companies
     business,  (ii) lease or reimburse  the Manager for all or a portion of the
     rental  of any  facilities  or  equipment  used by the  Manager  under  the
     Agreement  which use was  discontinued  or reduced by  termination  of this
     Agreement,  and (iii) succeed to or indemnify the Manager for any contracts
     or agreements entered into by the Manager relating to such business.


                            ARTICLE XI. Miscellaneous
                                        -------------

     Section 11.1  Relationship  of Parties.  This  Agreement  does not create a
partnership,  joint  venture or  association;  nor does this  Agreement,  or the
operations hereunder, create the relationship of lessor and lessee or bailor and
bailee.  Nothing  contained in this  Agreement or in any agreement made pursuant
hereto  shall  ever by  construed  to create a  partnership,  joint  venture  or
association,  or the relationship of lessor and lessee or bailor and bailee,  or
to impose any duty,  obligation  or liability  that would arise  therefrom  with
respect to wither or both of the Parties except as otherwise  expressly provided
in this Agreement or any agreement made pursuant hereto.  Specifically,  but not
by way of limitation, except as otherwise expressly provided for herein, nothing
contained  herein  shall be  construed  as imposing  any  responsibility  on the
Manager for the debts or obligation of the Companies or any of their affiliates.
It is expressly understood that the Manger is hereby engaged by the Companies to
manage  the  activities  set  forth  herein  only as an agent of the  Companies.
Subject to the terms of this  Agreement,  the Manager and its  affiliates  shall
have the right to  render  similar  services  for other  business  entities  and
persons,  including its own,  whether or not engaged in the same business as the
Companies.

     Section  11.2 No Third  Party  Beneficiaries.  Except to the extend a third
party is expressly  given rights herein,  any agreement to pay an amount and any
assumption of liability herein  contained,  expressed or implied,  shall be only
for the  benefit of the  parties  and their  respective  legal  representatives,
successors and assigns, and such agreement or assumption shall not injure to the
benefit of the obligers of any  indebtedness of any party  whomsoever,  it being
the  intention of the parties  hereto that no person or entity shall be deemed a
third party  beneficiary of this Agreement except to the extent a third party is
expressly given rights herein.

     Section 11.3  Governing Law. THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED
IN  AND  SHALL  BE  INTERPRETED,  CONSTRUED  AND  ENFORCED  PURSUANT  TO  AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

<PAGE>

     Section 11.4  Assignment.  No  assignment  of this  Agreement or any of the
rights or  obligations  set forth herein by either party shall be valid  without
the specific written consent of the other party.

     Section  11.5 Waiver of Breach.  The waiver by either  party of a breach or
violation  of any  provision  of this  Agreement  shall  not  operate  as, or be
construed  to be, a waiver  of any  subsequent  breach  of the same or any other
provision hereof

     Section 11.6  Enforcement.  In the event either party shall resort to legal
action to enforce the terms and  provisions of this  Agreement,  the  prevailing
party may  recover  from the other  party  the costs of such  action  including,
without limitation, reasonable attorneys' fees.

     Section 11.7 Additional Assurances.  The provisions of this Agreement shall
be self  operative  and shall not  require  further  accord  between the parties
except  as may  herein  specifically  be  provided  to the  contrary;  provided,
however,  that upon the request of either  party,  the other party shall execute
such  additional  instruments  and  take  such  additional  actions  as shall be
necessary to effectuate this Agreement.

     Section 11.8 Force Maieure.  Neither party shall be liable nor deemed to be
in default for any delay or failure of performance under this Agreement or other
interruption of service or employment resulting directly or indirectly from acts
of God,  civil or military  authority,  acts of public  enemy,  war,  accidents,
fires, explosions,  earthquakes,  floods, failure of transportation,  strikes or
other war,  interruptions by either party's employees or agent or any similar or
dissimilar cause beyond the reasonable control of either party.

     Section 11.9 Severability. In the event any provisions of this Agreement is
held to be unenforceable for any reason,  such provision shall be severable from
this  Agreement if it is capable of being  identified  with and  apportioned  to
reciprocal  consideration  or to the extent that it is a  provision  that is not
essential  and the absence of which would not have  prevented  the parties  from
entering into this Agreement.  The unenforceability of a provision that has been
performed  shall  not be  grounds  for  invalidation  of  this  Agreement  under
circumstances in which the true controversy between the parties does not involve
such provision.

     Section  11.10  Article  and Section  Headings.  The  articles  and section
headings  contained in this Agreement are for reference  purposes only and shall
not effect in any way the meaning or interpretation of this Agreement.

     Section  11.11   Discretionary   Terms.   Determination   of   "necessary",
"appropriate" and other discretionary terms as used herein shall be according to
the  judgment  and  discretion  of the  respective  parties in  accordance  with
generally accepted standards of the oil and gas industry.

     Section 11.12 Amendments and Contract Execution.  This Agreement supersedes
all previous  contracts between the parties and constitutes the entire Agreement
between the parties with  respect to the subject  matter of this  Agreement.  No
oral statement or prior written  material not specifically  incorporated  herein
shall be of any  force  and  effect,  and no  changes  in or  additions  to this
Agreement  shall be recognized  unless  incorporated  herein by amendment,  such
amendment to become effective on the date stipulated therein.

<PAGE>

     IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the day and year first
above written.


                                              BLESSING PETROLEUM GROUP, LLC




                                              By: /s/Edward W. Blessing
                                                 -------------------------------
                                              Edward W. Blessing, President




                                              PUMA ENERGY, INC.



                                              By: /s/ Edward W. Blessing
                                                 -------------------------------
                                                 Edward W. Blessing, President



                                              CASPIAN ENERGY INTERNATIONAL, INC.

                                              By: /s/ Edward W. Blessing
                                                 -------------------------------
                                                 Edward W. Blessing, President