EXHIBIT 10.1

                             EDWARDS COUNTY 010731

                           OIL, GAS AND MINERAL LEASE

THIS AGREEMENT made this 27th day of May, 2001

Roy William Baker, Jr., individually and Executor and Trustee of the
Roy W. Baker, Sr. Estate

Lessor (whether one or more), whose address is:  425 Rocksprings, TX
78880 and Ness Energy International, Inc. 4201 I-20 Svc Rd, Willow
Park, TX 76087 Lessee, WITNESSETH:

1.  Lessor in consideration of Ten Dollars and other valuable
    consideration Dollars ($10.00 and OVC), in hand paid, of the
    royalties herein provided, and of the agreements of Lessee herein
    contained, hereby grants, leases and lets exclusively unto Lessee
    for the purpose of investigating, exploring, prospecting, drilling
    and mining for and producing oil, gas and all other minerals,
    conducting exploration, geologic and geophysical surveys by
    seismograph, core test, gravity and magnetic methods, injecting
    gas, water and other fluids, and air into subsurface strata, laying
    pipe lines, building roads, tanks, power stations, telephone lines
    and other structures thereon and on, over and across lands owned or
    claimed by Lessor adjacent and contiguous thereto, to produce,
    save, take care of, treat, transport and own said products, and
    housing its employees, the following described land in Edwards
    County, Texas, to-wit:

All unleased portions of the Baker Ranch located approximately 15
miles NNW from Rocksprings and more particularly described in
Attachments "A".

All references to one/eighth royalty shall be changed to
three/sixteenths royalty (3/16) herein.

This lease also covers and includes all land owned or claimed by
Lessor adjacent or contiguous to the land particularly described
above, whether the same be in said survey or surveys or in adjacent
surveys, although not included within the boundaries of the land
particularly described above.

2.  This is a paid up lease and subject to the other provisions herein
    contained, this lease shall be for a term of until June 30, 2004
    years from this time (primary term) and as long thereafter as oil,
    gas or other mineral is produced from said land or land with which
    said land is pooled hereunder.

3.  As royalty, lessee covenants and agrees: (a) To deliver to the
    credit of lessor, in the pipelines to which lessee may connect its
    wells, the equal one-eighth 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 one-
    eighth 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 one-eighth of the cost of treating oil to render it marketable
    pipe line oil; (b) to pay lessor for gas and casinghead gas
    produced from said land (1) when sold by lessee, one-eighth of the
    amount realized by lessee, computed at the mouth of the well, or;
    (2) when used by lessee of said land or in the manufacture of
    gasoline or other products, one-eighth of the amount realized from
    the sale of gasoline or other products extracted therefrom and one-
    eighth of the amount realized from the sale of residue gas after
    deducting the amount used for plant fuel and/or compression; (c) To
    pay lessor on all other minerals mined and 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 sulfur mined and
    marketed the royalty shall be one dollar ($1.00) 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 or 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 consents and agrees to use reasonable
    diligence to produce, utilize, or market the minerals capable of
    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 one dollar ($1.00) for each acre of land
    then covered hereby.  Lessee shall make like payments or tenders at
    or before the end of each anniversary of the expiration of said
    ninety day period if upon such anniversary this lease is being
    continued in force solely by reason of the provisions of this
    paragraph.  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 People's State  Bank at
    Rocksprings, Texas or its successors, which shall continue as the
    depositories, regardless of changes in the ownership of shut-in
    royalty.  If at any time that lessee pays or tenders shut-in
    royalty, 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 shut-in royalty, in the manner above
    specified, either jointly to such parties or separately to each in
    accordance with their respective ownerships thereof, as lessee may
    elect.  Any payment hereunder may be made by check or draft of
    lessee deposited in the mail or delivered to the party entitled to
    receive payment or to a depository bank provided for above on or
    before the last date for payment.  Nothing herein shall impair
    lessee's right to release as provided in paragraph 5 hereof, in the
    event of assignment of this lease in whole or in part, liability
    for payment hereunder shall rest exclusively on the then owners of
    this lease, severally as to acreage owned by each.

4.  Lessee, at its option, is hereby given the right and power to pool
    or combine the acreage covered by this lease or any portion thereof
    as to oil and gas, or either of them, with any other land covered
    by this lease, and/or with any other land, lease or leases in the
    immediate vicinity thereof to the extent hereinafter stipulated,
    when in Lessee's judgement it is necessary or advisable to do so in
    order properly to explore, or to develop and operate said leased
    premises in compliance with the spacing rules of the Railroad
    Commission of Texas, or other lawful authority, or when to do so
    would, in the judgment of Lessee, promote the conservation of oil
    and gas in and under and that may be produced from said premises.
    Units pooled for oil hereunder shall not substantially exceed 40
    acres each in area, and units pooled for gas hereunder shall not
    substantially exceed in area 640 acres each plus a tolerance of ten
    percent (10%) thereof, provided that should governmental authority
    having jurisdiction prescribe or permit the creation of units
    larger than those specified, for the drilling or operation of a
    well at a regular location or for obtaining maximum allowable from
    any well to be drilled, drilling or already drilled, units
    thereafter created may conform substantially in size with those
    prescribed or permitted by governmental regulations.  Lessee under
    the provisions hereof may pool or combine acreage covered by this
    lease or any portion thereof as above provided as to oil in any one
    or more strats.  The units formed by pooling as to any stratum or
    strata need not conform in size of area with the unit or units into
    which the lease is pooled or combined as to any other stratum or
    strata, and oil units need not conform as to area with gas units.
    The pooling in one or more instances shall not exhaust the rights
    of the Lessee hereunder to pool this lease or portions thereof into
    other units.  Lessee shall file for record in the appropriate
    records of the county in which the leased premises are situated an
    instrument describing and designating the pooled acreage as a
    pooled unit; and upon such recordation the unit shall be effective
    as to all parties hereon, their heirs, successors, and assigns,
    irrespective of whether or not the unit is likewise effective as to
    all other owners of surface, mineral, royalty, or other rights in
    land included in such unit.  Lessee may at its election exercise
    its pooling option before or after commencing operations for or
    completing an oil or gas well on the leased premises, and the
    pooled unit may include, but it is not required to include, land or
    leases upon which a well capable of producing oil or gas in paying
    quantities has therefore been completed or upon which operations
    for the drilling of a well for oil or gas have theretofore been
    commenced.  In the event of operations for drilling on or
    production of oil or gas from any part of a pooled unit which
    includes all or a portion of the land covered by this lease,
    regardless of whether such operations for drilling were commenced
    or such production was secured before of after the execution of
    this instrument or the instrument designating the pooled unit, such
    operations shall be considered as operations for drilling on or
    production of oil or gas from land covered by this lease whether or
    not the well or wells be located on the premises covered by this
    lease and in such even operations for drilling shall be deemed to
    have been commenced on said land within the meaning of paragraph 5
    of this lease; and the entire acreage constituting such unit or
    units, as to oil and gas, or either of them, as herein provided,
    shall be treated for all purposes, except the payment of royalties
    on production from the pooled unit, as if the same were included in
    this lease.  For the purpose of computing the royalties to which
    owners of royalties and payments out of production and each of them
    shall be entitled on production of oil and gas, or either of them,
    from the pooled unit, there shall be allocated to the land covered
    by this lease and included in said unit (or to each separate tract
    within the unit if this lease covers separate tracts within the
    unit) a pro rata portion of the oil and gas, or either of them,
    produced from the pooled unit after deducting that used for
    operations on the pooled unit.  Such allocation shall be on an
    acreage basis-that is to say, there shall be allocated to the
    acreage covered by this lease and included in the pooled unit (or
    to each separate tract within the unit if this lease covers
    separate tracts within the unit) that pro rate portion of the oil
    and gas, or either of them, produced from the pooled unit which the
    number of surface acres covered by this lease (or in each such
    separate tract) and included in the pooled unit bears to the total
    number of surface acres included in the pooled unit.  Royalties
    hereunder shall be computed on the portion of such production,
    whether it be oil and gas, or either of them, so allocated to the
    land covered by this lease and included in the unit just as though
    such production were from such land.  The production from an oil
    well will be considered as production from the lease or all pooled
    unit from which it is producing and not as production from a gas
    pooled unit; and production from a gas well will be considered as
    production from the lease or gas pooled unit from which it is
    producing and not from an oil pooled unit.  The formation of any
    unit hereunder shall not have the effect of changing the ownership
    of any shut-in production royalty which may become payable under
    this lease.  If this lease not or hereafter covers separate tracts,
    no pooling or unitization of royalty interest as between any such
    separate tracts is intended or shall be implied or result merely
    from the inclusion of such separate tracts within this lease but
    Lessee shall nevertheless have the right to pool as provided above
    with consequent allocation of production as above provided.  As
    used in this paragraph 4, the words "separate tract" mean any tract
    with royalty ownership differing, now or hereafter, either as to
    parties or amounts, from that as to any other part of the leased
    premises.  At expiration of primary term this lease shall expire
    except for 320 acres around each producing well.

5.  If at the expiration of the primary term, oil, gas, or other
    mineral is not being produced on said land, or from the land pooled
    therewith, but Lessee is then engaged in drilling or reworking
    operations thereon, or shall have completed a dry hole thereon
    within 60 days prior to the end of the primary term, the lease
    shall remain in force as long as operations on said well or for
    drilling or reworking of any additional well are proceeded with no
    operation of more than 60 consecutive days, and if they result in
    the production of oil, gas or either mineral, so long thereafter as
    oil, gas, or other mineral is produced from said land, or from land
    provided pooled therewith.  If, after the expiration of the primary
    term of this lease and after oil, gas, or other mineral is produced
    from said land, or from land pooled therewith, the production
    thereof should cease from any cause, this lease shall not
    terminate.  If, lessee commences operations for drilling or
    reworking within 60 days after the cessation of each production,
    but shall remain in force and effect as long as such operations are
    presented with no cessation of more than 60 consecutive days, and
    if they result in the production of oil, gas, or other mineral, so
    long thereafter as oil, gas, or other mineral is produced from said
    land, or from land pooled therewith.  Any pooled unit delegated by
    lessee in compliance with the terms hereof, may be dissolved by
    lessee by instrument filed for record in the appropriate records of
    the county in which the leased premises are      at any time after
    the completion of a dry hole or the completion of production on
    said unit.   In the event a well or wells producing oil or gas in
    paying quantities should be brought in on adjacent land and within
    330 feet of and draining the leased premises or land pooled
    therewith surrender this lease as to such portion or portions need
    be relived of all obligations as to the acreage surrounded.

6.  Lessee shall have the right at any time during or after the
    expiration of this lease to remove all property and fixtures placed
    by lessee on said land, including the right to draw and remove
    casing.  When required by Lessee, Lessee will buy all pipelines
    below ordinary plowed depth, and no well shall be drilled within
    200 (200) feet of any residence or barn being on said land without
    lessor's consent.

7.  The rights of either party hereunder may be assigned in whole or
    part and the provisions hereof shall extend to their heirs,
    successors and assigns:  but no change or division of the land, or
    royalties, however, accomplished, shall operate to enlarge the
    obligations or diminish the rights of lessee; and no change or
    division in such ownership shall be biding on lessee until 30 days
    after lessee shall have been furnished by registered US mail at
    lessees principal place of business with a certified copy of
    recorded instrument or instructions evidencing terms.  In the event
    of assignment hereof in whole or in part, liability for breach of
    any obligations hereinafter shall rest exclusively upon the owner
    of this lease or of a portion thereof who commits such breach.  If
    six or more parties becomes entitled to royalty hereunder, lessee
    may withhold payment thereof unless and until furnished with a
    recordable instrument executed by all such parties designating an
    agent to receive for payment of all.

8.  The breach by lessee of any obligation arising hereunder shall not
    work a forfeiture or cancellation of this lease nor cause a
    termination of revocation of the estate created by hereby or be
    grounds for cancellation hereof in whole or in part.  No obligation
    reasonably to develop the lease premises shall arise during the
    primary term should oil, gas, or other minerals in paying
    quantities be discovered on said premises then a  after the
    expiration term, lessee shall develop the acreage retained
    hereunder as a reasonably prudent operator, but discharging the
    obligation, it shall in no event be required to drill more than one
    well per 40 acres of the area retained hereunder and capable of
    producing oil in paying quantities and one well per 640 acres plus
    an acreage tolerance not to exceed 10% of 640 acres of the area
    retained hereunder and capable producing gas or other minerals in
    paying quantities.  If after the expiration of the primary term,
    lessor considers that operations or not at any time being conducted
    in compliance with this lease, lessor shall notify lessee in
    writing of the facts relied upon as constituting a breach hereof,
    and lessee, if in default, shall have 90 days after receipt of such
    notice in which to compliance with the obligations imposed by
    virtue of this instrument.

9.  Lessor hereby warrants and agrees to defend to the title and said
    land and agrees that lessee at its option discharge any tax,
    mortgage or any other of said land, either in whole or in part, and
    in event lessee does not, it shall be subrogated to such lien with
    right to enforce same and royalties accruing hereunder satisfying
    same.  Without impairment of lessee rights of the warranty in event
    of failure of title it is agreed if this lease covers a less
    interest in the oil, gas, sulphur, and or other minerals in all or
    in any part of said land, then the entire and undivided fee simple
    estate (where lessors interest herein specified or not), or no
    interest therein then the royalties and other monies accruing from
    any part as to which the 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 be paid out of the
    royalty provided.  Should any one or more of the parties named
    above as lessor's fail to execute this lease it shall nevertheless
    be binding upon the party or parties executing the same.

10. Should Lessee be prevented from complying with any express or
    implied covenants of this lease, from conducting drilling or
    reworking operations thereon or from producing any oil, gas or
    other minerals therefrom by reason s of scarcity or of inability to
    obtain or to use equipment or material, or  by oppression of force
    majeure, and federal or state law, or any other rule or regulation
    of governmental authority, then while so prevented, lessee's
    obligation to comply with such covenant shall be suspended and the
    lessee shall not be liable in damages for failure to comply
    therewith; and this lease shall be extended while and so long as
    lessee is prevented by any such cause from conducting drilling on
    or from reworking operations producing oil and gas from the lease
    premises; and the time while lessee is so prevented shall not be
    counted against lessee, anything in this lease to the contrary not
    withstanding.

IN WITNESS WHEREOF, this instrument is executed on the date first
above written

s/s Margaret Ruth Baker                           s/s Roy William Baker, Jr.
Margaret Ruth Baker, Individually                 Roy William Baker, Jr.,
                                                  Individually and
                                                  Executor and Trustee of the
                                                  Roy W. Baker Sr.

STATE OF TEXAS
COUNTY OF EDWARDS

This instrument was acknowledged before me on the 12th day of June, 2001


s/s Charles W. Carson III
Notary Public, State of Texas
  Notary's name (printed):  Charles W. Carson III
  Notary's commission expires:  5-9-2005
  (Roy William Baker, Jr.)
STATE OF TEXAS
COUNTY OF BEXAR

This instrument was acknowledged before me on the 22 day of June, 2001

s/s Kassandra Walski
     Notary Public, State of Texas
     Notary's name (printed)
     Notary's commission expires:  June 30, 2004
     (Margaret Ruth Baker)

                                 "EXHIBIT A"

"To Oil and Gas Lease dated May 27, 2001, Roy William Baker, Jr.,
Individually and as" "Trustee, et al, as Lessor, to Ness Energy International,
Inc., as Lessee."

Abstract #    Certificate   Survey  Original Grantee       Description

3120           4/1196               8 G.C.&S.F. Ry. Co.    All of the East
                                                           246.13 ac.
1035           4/1196               7-BR G.C.&S.F. Ry. Co. 701.2 acres - BR
1973           4/1383               26 G.C.&S.F. Ry. Co.   All of the South
                                                           40.58 acres
2716           1/617                44 B.S.&F.             167.54 ac
2421           1/619                48 B.S.&F.             All of the
                                                           South 317.53 ac.
1321             151                7 T.C. Ry. Co.         All of the
                                                           North & West
                                                           180 ac.
1825             1462               8 E.L. & R.R. Ry. Co.  All of the
                                                           West 591.0 ac.
 836             1463               9 E.L. & R.R. Ry. Co.  469.5 acres
2975             1463              10 E.L. & R.R. Ry. Co.  14.0 acres
 837             1464              11 E.L. & R.R. Ry. Co.  148.58 acres
1351           28/110              13 Wash. Cnty. Ry. Co.  All of the S/2
                                                           being 320
                                                          "acres, more or less"
1686           28/110              14 Wash. Cnty. Ry. Co.  593.7 acres
2230            1/614              38 B.S.&F.              All of the
                                                           South 158.4 ac.
 713            1/616              41 B.S.&F.              161.66 acres
2810            1/616              42 B.S.&F.              400.0 acres
 716            1/619              47 B.S.&F.              640.0 acres
 717            1/620              49 B.S.&F.              396.75 ac.
2085            1/620              50 B.S.&F.              643.0 ac.