ex10-1.htm


    Exhibit
10.1

    Agreement
to Terminate Relationship

    


    This
Agreement to Terminate Relationship (the “Agreement”) is by and between Texhoma
Energy, Inc., a Nevada corporation (“Texhoma”) and Valeska Energy Corp., a
Nevada corporation (“Valeska”), each a “Party,” and collectively the “Parties,”
is entered into in this 9th day of September 2008, to be effective as of
September 30, 2008 (the “Effective Date”).

    


    WHEREAS, Texhoma and Valeska
have previously entered into various agreements, including a Management Services
Agreement dated May 14, 2007 (as amended, restated and extended from time to
time, the “Management Services Agreement”) and a Joint Venture Agreement dated
May 14, 2007 (as amended, restated and extended from time to time, the “Joint
Venture Agreement”);

    


    WHEREAS, pursuant to the
Management Services Agreement, Valeska received certain consideration from
Texhoma for services rendered, including but not limited to an aggregate of
sixty-million (60,000,000) options to purchase shares of Texhoma’s common stock
at an exercise price of $0.02 per share (the “Options”) and one thousand (1,000)
shares of Texhoma’s Series A Preferred Stock (the “Preferred Stock”), which
Preferred Stock provides the holder thereof super majority voting rights to any
shareholder vote of Texhoma; and

    


    WHEREAS, Valeska now desires
that the Management Services Agreement and Joint Venture Agreement not be
extended and be terminated as of the Effective Date.

    


    NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the Parties to be derived
herefrom, it is hereby agreed as follows:

    


    
      	
              1)

            	
              Termination
      of Management Services Agreement and Joint Venture
    Agreement.

            


    

    


    
      	
               
      

            	
              The
      Parties agree that the Management Services Agreement and the Joint Venture
      Agreement shall be automatically terminated effective as of the Effective
      Date, without any further action by either Party hereto.  The
      Parties further agree that immediately subsequent to the payment by
      Texhoma of any and all outstanding fees or reimbursements owed to Valeska
      by Texhoma pursuant to the Management Services Agreement (the “Payment
      Due”) and the Joint Venture Agreement, that neither Party will owe the
      other Party any consideration nor have any liability to the other party
      whatsoever pursuant to the Management Services Agreement and the Joint
      Venture Agreement (the
“Termination”).

            


    

    


    2)           Cancellation
of Options and Preferred Stock.

    


    In
consideration for Texhoma agreeing to the Termination and the other terms and
conditions of this Agreement, Valeska agrees to:

    


    
      	
               
      

            	
              a)

            	
              Cancel
      the Options, effective as of the Parties’ entry into this Agreement, the
      effect of which will be that the Options will no longer be exercisable by
      Valeska and any and all right to the Options, the shares of common stock
      issuable in connection with the exercise of the Options and the Options
      themselves will be considered as terminated and cancelled by Texhoma;
      and

            


    

    


    
      	
               
      

            	
              b)

            	
              Cancel
      the Preferred Stock, effective as of the Parties’ entry into this
      Agreement, the effect of which will be that the Preferred Stock will no
      longer be issued and outstanding and Valeska will no longer have any
      rights in connection with such Preferred Stock or the ownership
      thereof.  The Parties further agree that no certificate was ever
      issued to Valeska to evidence the issuance of the Preferred Stock;
      however, the Parties agree that they will take any action necessary and/or
      sign any documents required of either Party in the future to affect and
      reflect the transactions contemplated by this Section
  2(b).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3)           Release.

    


    Each
Party, for themselves, their, agents, servants, attorneys, officers, directors,
employees, successors and assigns, to the extent legally allowed, hereby
covenants and agrees to release, acquit and forever discharge the other Party,
its current and former agents, officers, directors, servants, attorneys,
representatives, successors, employees and assigns (each a “Corporation Party”
and collectively the “Corporation 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, which they ever had or now have, upon or by reason of any manner,
cause, causes or thing whatsoever, including without limitation, any presently
existing claim or defense, whether or not presently asserted, suspected,
contemplated or anticipated, arising from or relating to any Corporation Party,
the Management Services Agreement, the Joint Venture Agreement, the Preferred
Stock or Options (but not the Payment Due, until such time as the Payment Due
has been paid in full), for or by reason of any matter, cause or thing
whatsoever, including all obligations arising therefrom, and omissions and/or
conduct of the Corporation Parties, relating directly or indirectly
thereto.

    


    4)           Miscellaneous.

    


    
      	
               
      

            	
              a)

            	
              Benefit
      and Burden.  This Agreement shall inure to the benefit of, and
      shall be binding upon, the Parties hereto and their successors and
      permitted assigns.

            


    

    


    
      	
               
      

            	
              b)

            	
              Captions
      and Headings.  The captions and headings contained in this
      Agreement are inserted and included solely for convenience and shall not
      be considered or given any effect in construing the provisions hereof if
      any question of intent should
arise.

            


    

    


    
      	
               
      

            	
              c)

            	
              The
      Parties acknowledge that each of them has had the benefit of legal counsel
      of its own choice and has been afforded an opportunity to review this
      Agreement with its legal counsel and that this Agreement shall be
      construed as if jointly drafted by the Parties
  hereto.

            


    

    


    
      	
               
      

            	
              d)

            	
              Effect
      of Facsimile and Photocopied Signatures. This Agreement may be executed in
      several counterparts, each of which is an original.  It shall
      not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other
      counterparts.  A copy of this Agreement signed by one Party and
      faxed to another Party shall be deemed to have been executed and delivered
      by the signing Party as though an original.  A photocopy of this
      Agreement shall be effective as an original for all
    purposes.

            


    

    


    
      	
               
      

            	
              e)

            	
              Entire
      Agreement.  This Agreement sets forth all of the promises,
      agreements, conditions, understandings, warranties and representations
      among the Parties with respect to the transactions contemplated hereby and
      thereby, and supersedes all prior agreements, arrangements and
      understandings between the Parties, whether written, oral or
      otherwise.

            


    

    


    IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed as of the date
first-above written to be effective as of the Effective Date.

    


    
      
        	
                Texhoma Energy,
      Inc.

              	
                Valeska Energy
    Corp.

              
	 
      	 
      
	
                /s/
      Ibrahim Nafi
      Onat

              	
                /s/
      Daniel Vesco

              
	
                Ibrahim
      Nafi Onat

              	
                Daniel
      Vesco

              
	
                Director
      and Vice President of Operations

              	
                President

              


      



     

    
      
        
        

      

      
        -2-