EXHIBIT 10.1

                            STOCK EXCHANGE AGREEMENT


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                            STOCK EXCHANGE AGREEMENT

     THIS STOCK EXCHANGE AGREEMENT (THIS  "AGREEMENT"),  DATED FEBRUARY 26, 1999
("Closing Date"),  by and between Triad  Innovations Inc., a Nevada  corporation
(the "Company"),  and Forum Energy,  Ltd. c/o Bank of Belize,  60 Market Square,
Belize   City,   Belize,   Central   America   ("Seller")   and  Mike   Childers
("Shareholder"). PRELIMINARY STATEMENTS

     A. Shareholder is the owner of Seller.

     B. Seller is the owner of 58,100  shares  (the  "Prentice  Oil  Shares") of
common stock of Prentice Oil & Gas, Inc., a Texas corporation  ("Prentice Oil");
and

     C. Prentice Oil is the owner of certain gas leases  comprising the Prentice
Field,  located in Kimble  County,  Texas,  as more  particularly  described  on
Exhibit A hereto (the  "Prentice  Field");  and

     D. Seller has agreed to transfer all of the issued and outstanding  capital
stock of Prentice Oil (the "Prentice Oil Shares") to the Company in exchange for
shares of capital stock of the Company  subject to the terms and  conditions set
forth herein.

                                   AGREEMENTS

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
respective mutual agreements,  covenants,  representations and warranties herein
contained,  and intending to be legally bound thereby,  it is agreed between the
parties hereto as follows:

1. SHARES TO BE TRANSFERRED. PRICE AND TERMS.


     (A) PRENTICE OIL SHARES. On the Closing Date (as hereafter defined), Seller
shall sell,  transfer and deliver good and indefeasible  title to the Company of
the Prentice Oil shares,  free and clear of all liens,  claims and encumbrances.
The Prentice Oil Shares will, on the Closing Date,  constitute all of the issued
and outstanding  capital stock of Prentice Oil, and stock powers relating to the
Prentice Oil Shares shall be duly endorsed to the Company.

     (B) COMPANY SHARES.  The aggregate  number of shares to be issued to Seller
in exchange for the Prentice Oil Shares shall be 580,000 shares of common stock,
par value $.001 1 per share,  of the Company (the "Company  Shares")  consisting
of:

     1. 16,000 unrestricted Company Shares to be delivered at the Closing,

     2. 464,000 restricted Company Shares delivered at the Closing; and

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     3. 37,000  unrestricted  Company  Shares to be  delivered 60 days after the
Closing Date and,

     4.  63,000  restricted  Company  Shares to be  delivered  60 days after the
Closing Date.

2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.

The Company represents and warrants the following:

     (A) ORGANIZATION AND GOOD STANDING. The Company is duly organized,  validly
existing  and in good  standing  under the laws of Nevada and is  qualified as a
corporation  under the laws of each  jurisdiction  where such  qualifications is
required.  The Company has full corporate  power to carry on its business as now
conducted and to own and operate its assets as now owned and operated.

     (B) AUTHORIZED  OUTSTANDING  STOCK. At the Closing,  the authorized capital
stock of the Company shall consist of 25,000,000 common shares, of which no more
than  20,000,000  will be issued and  outstanding.  At the Closing,  the Company
Shares to be delivered at the Closing  shall be validly  issued,  fully paid and
nonassessable.

     (C)  CONSENTS  AND  APPROVALS:  NO  VIOLATION.   There  is  no  requirement
applicable  to the  Company to make any filing  with,  or to obtain any  permit,
authorization,  consent or approval of, any governmental or regulatory authority
as a condition  to the lawful  consummation  by the Company of the  transactions
contemplated by this Agreement.

3.  REPRESENTATIONS  AND  WARRANTIES  OF SELLER AND  SHAREHOLDER.  To induce the
Company  to  enter  into  this  Agreement  and to  consummate  the  transactions
contemplated  hereby,  Seller and Shareholder  represent and warrant,  as of the
date hereof, as follows:

     (A) CORPORATE  EXISTENCE AND AUTHORITY OF SELLER.  Seller is a company duly
organized,  validly existing and in good standing  organized and domiciled under
the laws of the Belize. Seller has full right, power and authority to enter into
this Agreement and to sell the Shares to Purchaser. The execution,  delivery and
performance of this Agreement by Seller have been fully  authorized by the Board
of Directors of Seller and by Shareholder,  and no further corporate action will
be necessary on the part of Seller to make this Agreement valid and binding upon
Seller in accordance with its terms.

     (B) CORPORATE  EXISTENCE  AND AUTHORITY OF PRENTICE OIL.  Prentice Oil is a
corporation duly organized,  validly existing and in good standing organized and
domiciled  under the laws of the State of Texas.  Prentice Oil has all requisite
corporate  power to  conduct  its  business  and to own or lease  its  property.
Prentice Oil is not required to be qualified to do business in any  jurisdiction
other than Texas.

     (C)  CAPITALIZATION  OF  PRENTICE  OIL.  The  authorized  capital  stock of
Prentice Oil consists of 200,000  shares of common stock,  par value $100.00 per
share, of which,  on the Closing Date, the Prentice Oil Shares shall  constitute

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the only issued and  outstanding  shares of capital  stock of  Prentice  Oil. No
other shares of capital stock of Prentice Oil are issued and outstanding. All of
the  Prentice  Oil Shares have been duly and validly  issued in  accordance  and
compliance  with all applicable  laws,  rules and regulations and are fully paid
and nonassessable.  There are no options,  warrants, rights, calls, commitments,
plans,  contracts  or other  agreements  of any  character  granted or issued by
Prentice Oil which provide for the purchase,  issuance or transfer of any shares
of the capital stock of Prentice Oil, nor are there any  outstanding  securities
granted or issued by Prentice  Oil that are  convertible  into any shares of the
capital  stock of Prentice  Oil,  and none is  authorized.  Prentice  Oil is not
obligated  or committed  to  purchase,  redeem or  otherwise  acquire any of its
capital  stock.  All  presently  exercisable  voting  rights in Prentice Oil are
vested  exclusively in the Prentice Oil Shares,  each share of which is entitled
to one vote on every matter to come before  Prentice Oil's  shareholders.  There
are no  voting  trusts  or other  voting  arrangements  with  respect  to any of
Prentice Oil's capital stock.

     (D) THE  PRENTICE OIL SHARES.  Seller owns the entire legal and  beneficial
interest in and to the Prentice Oil Shares. The Prentice Oil Shares are free and
clear of any lien,  adverse claim or  encumbrance  of any kind  whatsoever,  and
Purchaser will acquire good and valid title to the Prentice Oil Shares, free and
clear of any lien,  adverse  claim,  charge or  encumbrance.  No written or oral
agreement  or  understanding  has  been  made  by  Seller  with  respect  to the
disposition  of the Prentice Oil Shares,  or any rights  therein,  in any manner
other than by this Agreement.

     (E) SUBSIDIARIES. Prentice Oil has no subsidiaries.

     (F) EXECUTION OF  AGREEMENTS.  The execution,  delivery and  performance of
this Agreement by Seller and Shareholder do not, and the  consummation by Seller
of the transactions  contemplated  hereby will not: (i) violate,  conflict with,
modify  or cause any  default  under or  acceleration  of (or give any party any
right to declare any default or  acceleration  upon notice or passage of time or
both),  in whole or in part, any  character,  article of  incorporation,  bylaw,
mortgage, lien, deed of trust, indenture, lease, agreement,  instrument,  order,
injunction,  decree,  judgment,  law or any  other  restriction  of any  kind or
character  to which  Seller  or  Prentice  Oil is a party or by which  Seller or
Prentice Oil or any of their respective properties are subject or bound; or (ii)
result in the  creation of any security  interest,  lien,  encumbrance,  adverse
claim,  proscription  or  restriction  on any property or asset  (whether  real,
personal, mixed, tangible or intangible), right, contract, agreement or business
of Prentice Oil or with respect to the Prentice Oil Shares.

     (G) VALIDITY AND  ENFORCEABILITY.  This  Agreement  constitutes a valid and
binding  agreement  of Seller and  Shareholder,  enforceable  against  Seller in
accordance with its terms by Purchaser and Prentice Oil.

     (H) FINANCIAL STATEMENTS. Seller has delivered to the Company, prior to the
date of this  Agreement,  the  following  financial  statements:  The  financial
statements of Prentice Oil consisting of balance sheet as of October 9, 1998 and
the  related  statement  of  income,  statement  of  cash  flows,  statement  of
stockholders'  equity,  together with related notes, which financial  statements
have been audited with an unqualified audit report by the independent accounting
firm of Fox, Byrd & Golden, P.C.

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     (I)  ABSENCE  OF  LIABILITIES.  There are no  liabilities,  obligations  or
commitments of Prentice Oil  attributable  to or arising in connection  with any
business activity, ownership or lease of any property, action, omission or event
of any nature (whether known or unknown, absolute,  accrued,  contingent, due or
to become due) including but not limited to,  liabilities or obligations  (i) to
pay federal,  state, local or other taxes,  withholding amounts,  penalties,  or
assessments  of any kind,  (ii) under any oral or written  contract,  agreement,
arrangement  or  understanding,  (iii) under any employee  benefit,  (iv) to any
current  or  former  employee,   agent,  officer  or  director,  (v)  under  any
environmental  laws or (vi) to pay any penalty or fine  assessed by any foreign,
federal, state or local regulatory authority.

     (J)  DISPUTES  AND  LITIGATION.  There  is  no  suit,  action,  litigation,
proceeding,  investigation, claim, complaint or accusation pending or threatened
against or affecting  Prentice Oil or its  properties,  assets or business or to
which Prentice Oil is a party, in any court or before any arbitrator of any kind
or before or by any governmental  agency  (including,  without  limitation,  any
federal,  state, local,  foreign or other governmental  department,  commission,
board, bureau, agency or instrumentality).  There is no outstanding order, writ,
injunction,  decree,  judgment or award by any court, arbitrator or governmental
body against  Prentice Oil. There is no litigation,  proceeding,  investigation,
claim, or complaint,  formal or informal,  or arbitration pending, or any of the
aforesaid threatened, or any contingent liability,  which would give rise to any
right of indemnification or similar right on the part of any director or officer
of Prentice  Oil or any such  person's  heirs,  executors or  administrators  as
against Prentice Oil.

     (K)  COMPLIANCE  WITH LAWS.  Prentice Oil has complied with all  applicable
federal,  state,  local,  foreign and other  laws,  rules and  regulations,  and
Prentice Oil has not received  notice of any claimed  violation of any such law,
rule or regulation. Prentice Oil has timely filed all returns, reports and other
documents and furnished  all  information  required or requested by any federal,
state or foreign  governmental agency and all such returns,  reports,  documents
and information are true and complete in all material respects.

     (L) BANKING  ARRANGEMENTS AND POWERS OF ATTORNEY.  Prentice Oil has no bank
accounts,  credit  lines or safe  deposit  boxes,  except for the bank  accounts
identified  on Exhibit B hereto.  No person  holds any powers of  attorney  from
Prentice Oil.

     (M)  ARTICLES  OF  INCORPORATION  AND  BYLAWS.  Prior  to the  date of this
Agreement,  Seller has  delivered to Purchaser  true and complete  copies of the
Articles  of  Incorporation  and  Bylaws  of  Prentice  Oil.  Such  Articles  of
Incorporation and Bylaws were duly adopted and are in full force and effect, and
there are no  amendments  or  modifications  thereto  except as included in said
Articles of Incorporation and Bylaws.

     (N) BOOKS AND RECORDS.  Prentice Oil keeps its books,  records and accounts
(including,  without limitation, those kept for financial reporting purposes and
for tax purposes) in  sufficient  detail to  accurately  and fairly  reflect the
transactions  and  dispositions  of its assets,  liabilities  and equities.  The
minute books of Prentice Oil contain complete and accurate records of all of its
shareholders'  and  directors'   meetings  and  of  all  action  taken  by  such
shareholders and directors.  The meetings of directors and shareholders referred
to in such minute books were duly called and held, and the resolutions appearing
in such  minute  books  were  duly  adopted.  The  signatures  appearing  on all
documents  contained in such minute books are the true signatures of the persons
purporting  to have  signed the same.  The stock  certificate  records and stock
transfer records of Prentice Oil are correct and complete and reflect accurately
the number of shares of stock held by its shareholders.

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     (O) GOVERNMENTAL AND OTHER CONSENTS. No consent,  approval or authorization
of, or designation,  declaration or filing with, any  governmental  authority or
other  person is required on the part of Seller or  Prentice  Oil in  connection
with the  execution  or delivery of this  Agreement or the  consummation  of the
transactions contemplated hereby.

     (P)  FULL  DISCLOSURE.  As of  the  date  of  this  Agreement,  Seller  and
Shareholder  have  disclosed in writing to Purchaser  all events,  conditions or
facts known to Seller and Shareholder which could adversely affect the financial
condition  of  Prentice  Oil.  No   representation  or  warranty  by  Seller  or
Shareholder in this Agreement  contains or will contain any untrue  statement of
material fact or omits or will omit to state any material fact necessary to make
the statements and information contained or therein not misleading.

     (Q) TITLE TO MINERAL INTEREST.

     (i)  CERTAIN  DEFINITIONS.  For the  purposes  of this  Section  3(q),  the
following terms shall have the meanings as set forth below:

          (1) "Prentice  Field" shall mean the  specified  decimal or fractional
     interest set forth in Exhibit A in and to the oil and gas leases;  oil, gas
     mineral leases, permits, fee mineral, royalty, overriding royalty and other
     interest in oil, gas and other minerals described in Exhibit A.

          (2)  "Revenue  Interest"  shall  mean that  portion of  production  of
     hydrocarbons  from a well  attributable to Prentice Oil's working  interest
     and  other  ownership  interests  in  and  to the  "Prentice  Field"  after
     deducting all royalties, overriding royalties, production payments or other
     burdens  on or  measured  by  production,  except ad  valorem.  production,
     severance, gathering and other similar taxes.

          (3) "Working  Interest"  shall mean Prentice  Oil's  obligation,  on a
     percentage  basis,  to bear costs and expenses of  exploring,  drilling and
     operating  for and  production  of  hydrocarbons  from a well located on or
     forming a part of the "Prentice Field".

     (ii) REPRESENTATION AND WARRANTY.  Prentice Oil has such title ("Defensible
Title")  to the  Prentice  Field,  free and  clear of all  liens,  encumbrances,
burdens,  claims,  or other  defects,  that now and in the future  (1)  entitles
Prentice Oil to receive no less than the Revenue Interest set forth in Exhibit A
hereto of all hydrocarbons and other minerals marketed from or allocated to each
lease  comprising the Prentice  Field  together with all proceeds  therefrom and
other revenues attributable thereto and (2) obligates Prentice Oil to bear costs
and expenses  relating to each lease  comprising the Prentice Field in an amount
not greater than the Working  Interest  therefore set forth in Exhibit A hereto,
unless such  increase  in Working  Interest is  accompanied  by a  proportionate
increase  in the  Revenue  Interest  received  by  Prentice  Oil and  except for
customary  provisions contained in an operating agreement disclosed to Purchaser
(i) requiring  Prentice Oil to bear a greater share of costs and expenses in the
case of a default in payment or (ii)  non-consent  elections to  the  extent not
presently in effect by other parties to such operating agreement.

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     (R) TITLE TO PROPERTIES.  Prentice Oil has good and marketable title to all
of its  properties  and assets  (whether  real,  personal,  mixed,  tangible  or
intangible),  rights, contracts,  agreements,  goodwill and businesses, free and
clear of all adverse interests,  security interests,  liens, mortgages, deeds of
trust, encumbrances, claims, proscriptions,  restrictions, conditions, covenants
and easements. There have not been filed any liens, mortgages, deeds of trust or
financing  statements under the Uniform Commercial Code or other similar statute
on the properties or assets,  whether real,  personal or mixed, of Prentice Oil,
nor has  Prentice  Oil  signed  any  security  agreement  or  similar  agreement
authorizing  any secured  party  thereunder  to file any such lien,  mortgage or
financing statement.

     (S) SECURITIES  LAWS.  Seller and Shareholder  hereby  acknowledge that the
restricted  Company  Shares  have not been  registered  under the United  States
Securities Act of 1933 (the "Act") or any State Blue Sky laws and,  accordingly,
may not be offered, sold, or otherwise  transferred,  unless such offer, sale or
transfer is either registered  pursuant to or is exempt from registration  under
the Act and any applicable  State Blue Sky law.  Seller  represents and warrants
that the  restricted  Company Shares are being acquired for Seller's own account
and for  investment  only,  without a view to  distribution,  as that phrase has
meaning  under the Act,  and the rules and  regulations  of the  Securities  and
Exchange  Commission,  and no  disposition  be  made  of all or any  part of the
Company Shares;  unless such restricted  Company Shares are registered under the
Act or an applicable exemption from registration is available; and that Seller's
acquisition of the  restricted  Company  Shares and Seller's  continued  holding
thereof are consistent with Seller's financial position.  Seller and Shareholder
represent that they have such knowledge and experience in business and financial
matters  that they are able to  understand  and evaluate the risks and merits of
acquiring and holding the Company Shares.  Seller and Shareholder represent that
they will not,  directly or indirectly,  offer or sell,  pledge,  hypothecate or
otherwise  transfer or dispose of any of the  restricted  Company  Shares except
pursuant to an effective  registration  under the Act and any  applicable  State
Blue Sky laws or  pursuant to a transfer  that is exempt  from the  registration
requirements of the Act or any such State Blue Sky laws.

4. COVENANTS OF SELLER AND SHAREHOLDER.  Seller and Shareholder  hereby covenant
and agree with the Purchaser and the Company as follows:

     (a)  Seller  shall  cause  Prentice  Oil to  name  officers  designated  by
Purchaser as an authorized signatory on all bank accounts of Prentice Oil.

     (b) Seller shall deliver to Purchaser the resignations of all directors and
officers of Prentice Oil.

     (c) Seller  shall  deliver to  Purchaser  the minute  book,  stock book and
corporate records of Prentice Oil.

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5.  INDEMNIFICATION  BY SELLER AND SHAREHOLDER.  Seller and Shareholder agree to
defend,  indemnify  and hold  harmless  Purchaser  and  Prentice  Oil and  their
respective  affiliates,  successors and assigns (and their respective directors,
officers and other  employees and all other persons acting on behalf of or under
control of any of them) from and  against any and all (i)  liabilities,  losses,
costs or  damages  ("Loss")  and (ii)  attorneys'  fees and  expenses,  costs of
investigation  and defense,  court costs and all other reasonable  out-of-pocket
expenses  ("Expense") incurred by Purchaser or Prentice Oil and their respective
affiliates, successors and assigns (and their respective directors, officers and
other  employees and all other  persons  acting on behalf of or under control of
any of them)  arising  in  connection  with or  related to (i) any breach of any
representation,  warranty,  covenant or agreement  made by Seller or Shareholder
herein,  or (ii) any Loss or  Expense  incurred  by  Prentice  Oil or  Purchaser
arising  from any claim  against  Prentice  Oil or  obligation  or  liability of
Prentice  Oil  arising  from or  related to any  activity,  act or  omission  of
Prentice Oil occurring through the date of this Agreement.

     (A) NOTICE OF CLAIMS.  If Prentice Oil or Purchaser believe that they or it
have suffered or incurred any Loss or Expense and are entitled to indemnity from
any other party under this  Section 5, the  indemnified  person  shall so notify
Seller and Shareholder  promptly in writing describing such Loss or Expense, the
amount thereof, if known, and the method of computation of such Loss or Expense,
all with reasonable  particularity  and containing a reference to the provisions
of this  Agreement in respect of which such Loss or Expense shall have occurred.
If any action at law or suit in equity is instituted by or against a third party
with  respect  to which  any of the  indemnified  persons  intends  to claim any
liability  or  expense  as Loss or  Expense  under  this  Section  5,  any  such
indemnified  person shall promptly notify the indemnifying  party of such action
or suit. The amount to which an indemnified  person shall be entitled under this
Section  5  shall  be  determined:  (i) by the  written  agreement  between  the
indemnified person and Seller, (ii) by a judgment,  decree, decision or award of
any court, arbitration board or administrative agency of competent jurisdiction,
(iii) by a  settlement  of the  claim or (iv) by any  other  means to which  the
indemnified  person and Seller  shall  agree.  In no event  shall  Purchaser  or
Prentice  Oil be  required  to pay the  amount of any Loss or  Expense  prior to
receipt of any indemnification hereunder. Seller and Shareholder agree to pay in
advance upon demand by the  Purchaser  the amount of any Loss or Expense  unless
Seller or  Shareholder  elect to contest at their sole  expense  any third party
claim giving rise to a claim for indemnification hereunder.

     (B) DEFENSE OF CLAIMS.  Upon receipt of notice of any third party claim for
which  indemnification  is  provided  hereunder,  Seller and  Shareholder  shall
immediately assume the defense of such claim and conduct and control such action
or suit. If Seller and Shareholder do not assume the defense of such claim,  the
indemnified  persons  shall  have  the  right  to  defend,  contest,  settle  or
compromise  such action or suit in the  exercise of their  exclusive  discretion
using Akin, Gump,  Strauss,  Hauer & Feld, L.L.P. as counsel to such indemnified
person;  and  Seller  and  Shareholder  shall,  upon  request  from  any  of the
indemnified persons, promptly pay to such indemnified persons in accordance with
the other  terms of this  Section 5 the  amount of any Loss  resulting  from its
liability  to the third party  claimant and all related  Expense.  If Seller and
Shareholder assume the defense of such claim,  Seller and Shareholder shall have
the right to undertake,  conduct and control, through Akin, Gump, Strauss, Hauer
& Feld,  L.L.P.  as counsel to Seller and Shareholder and at the sole expense of
Seller and  Shareholder,  the conduct and settlement of such action or suit, and
the  indemnified   persons  shall  cooperate  with  the  indemnifying  party  in
connection  therewith;  provided that (i) neither Seller nor  Shareholder  shall
thereby  permit  to exist  any  lien,  claim or  encumbrance  upon any  asset or
property of any indemnified  person; and (ii) Seller and Shareholder shall agree
promptly to reimburse  the  indemnified  persons for the full amount of any Loss
resulting  from such  action or suit and all  related  Expense  incurred  by the
indemnified persons before or after the assumption of the conduct and control of
such action or suit by Seller.  So long as Seller and Shareholder are conducting
any such action or suit in good faith,  the indemnified  persons and Shareholder
shall not pay or settle any such action or suit.

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6. APPLICABLE LAW. This Agreement has been substantially negotiated and executed
and will be substantially  performed in the State of Texas. The law of the State
of Texas shall govern the validity,  interpretation  and due performance of this
Agreement. Venue shall be in Taylor County and/or Dallas County, Texas.

7.  PARTIES  BOUND.  This  Agreement  shall be binding on and shall inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and assigns.

8.  HEADINGS.  The  headings  of  the  Sections  herein  are  inserted  for  the
convenience  of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

9. NOTICES. All notices,  consents,  demands,  requests,  waivers, approvals and
other  communications  which are required or may be given  hereunder shall be in
writing or telegram and shall be deemed to have been duly given upon delivery or
receipt.  The address of each party is indicated  beside each party's  signature
hereon and may be changed to such other  address as may be designated by written
notice to the other parties hereunder.

10. ENTIRE AGREEMENT. This Agreement, together with the other writings delivered
in connection herewith,  embodies the entire agreement and understandings of the
parties  hereto with respect to the subject  matter  hereof and  supercedes  any
prior agreement and  understandings  between the parties hereto.  This Agreement
may be amended or terminated at any time,  only by a writing  executed by all of
the parties hereto.

11.  COUNTERPARTS.  This  Agreement  has been  executed in a number of identical
counterparts,  each of which shall  evidence the same  agreement;  but in making
proof of such agreement, it shall never be necessary to establish or account for
more than one such counterpart.

12. CLOSING DATE.  The  consummation  of the  transaction  contemplated  by this
agreement (the "Closing") shall be the date of this Agreement.  The Closing Date
shall be the date of this Agreement.

13.  EXPENSES.  Each party hereto  shall bear its or his own  expenses  incurred
pursuant to this Agreement.

14.  AMENDMENTS.  This  Agreement  may be  amended  only by a written  agreement
executed by all of the parties hereto.


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15. SURVIVAL OF  REPRESENTATIONS.  All statements of fact  (including  financial
statements),  the exhibits, or any other instrument delivered by or on behalf of
the parties hereto, or in connection with the transactions  contemplated hereby,
shall be deemed  representations  and  warranties  by the party  hereunder.  All
representations,  warranties,  agreements and covenants  hereunder shall survive
the Closing and remain effective regardless of any investigation or audit an any
time made by or on behalf of the parties or of any  information a party may have
in respect thereto.  Consummation of the transactions  contemplated hereby shall
not be deemed or  construed  to be a waiver of any right or remedy  possessed by
any party hereto,  notwithstanding  that such party knew or should have known at
the time of Closing that such right or remedy existed.

16. FINDERS' AND RELATED FEES.  Each party hereto agrees to be responsible  for,
and shall  indemnify the other  against,  any claims for  remuneration  by their
respective finders or brokers,  if any, for services rendered in connection with
the transactions contemplated herein.

17. PUBLIC  ANNOUNCEMENTS.  Seller shall not make any public  announcement  with
respect to this Agreement or the  transactions  contemplated  hereby without the
prior consent of the Company,  unless  required by law or judicial  process,  in
which case, written notification shall be given to the other party prior to such
disclosure.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this Stock
Exchange Agreement effective the date first written above.


ADDRESS                                          SELLER:
                                                 FORUM ENERGY, LTD.

C/O BANK OF BELIZE                               BY:/S/ANTHONY DAVIDSON
60 MARKET SQUARE                                 NAME:ANTHONY DAVIDSON
BELIZE CITY, BELIZE                              TITLE:SHAREHOLDER
Central America

                                                 PURCHASER:
                                                 TRIAD INNOVATIONS, INC.

620 SOUTH TAYLOR                                 BY:/S/JAMES B. LAPORTE
AMARILLO, TEXAS 79101                            NAME:JAMES B. LAPORTE
                                                 TITLE: PRESIDENT

                                                 SHAREHOLDER:
                                                 /S/ANTHONY DAVIDSON