Exhibit 10.4

              Agreement with Consolidated Stewards Inc., as amended



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                 JOINT VENTURE AGREEMENT DATED NOVEMBER 16, 1999

BETWEEN:

         SAN JOAQUIN OIL & GAS LTD., a corporation  incorporated  under the laws
         of the State of Nevada and having an office in the City of Calgary,  in
         the Province of Alberta ("San Joaquin")

         and

         CONSOLIDATED EARTH STEWARDS INC., a corporation  incorporated under the
         laws of the  Province of British  Columbia  and having an office in the
         City of Kelowna, in the Province of British Columbia ("CEW")

WHEREAS:

A.       San Joaquin is engaged in the  exploration  and  development of oil and
         gas prospects in the San Joaquin and  Sacramento  basins in California;
         and

B.       The Parties wish to make provision for the granting of a right of first
         refusal to CEW; and

C.       The  Parties  wish to provide  for the terms  under which such right of
         first refusal may be exercised; and

D.       The  Parties  wish to  provide  for the  terms of any  resulting  joint
         ventures between San Joaquin and CEW.

THE PARTIES AGREE AS FOLLOWS:

                                            ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS
In this Agreement,  unless the context otherwise  requires,  the following terms
shall have the following meanings:

"AGREEMENT" means this agreement and all schedules attached hereto.


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                                                         2

"INDIVIDUAL PROSPECT" means a Prospect described in a Prospect Notice.

FARMOUT AND JOINT OPERATION  AGREEMENT"  means an agreement in the form attached
hereto as Schedule "A", including the Exhibits attached thereto.

"PARTIES" means San Joaquin and CEW and "Party" means either of them.

"PRIVATE  PLACEMENT" means the private placement which was press released by CEW
on September 21, 1999.

"PROSPECT  NOTICE"  means  a  written  notification   containing  the  following
information:

         (a)      a map outlining the area covered by the Individual Prospect;
         (b)      information regarding any leases acquired to date and the cost
                  of such acquisitions; and
         (c)      the  date,  time  and  location  of  the  Presentation  to  be
                  provided.

"PROSPECTS" means all petroleum and natural gas exploration  prospects  acquired
or generated by San Joaquin in the San Joaquin and Sacramento  Basins located in
California, but shall not include:

         (a)      San  Joaquin's  interest in the Hilton  Petroleum  Greater San
                  Joaquin Basin Joint Venture LLC; or
         (b)      any oil or gas  production  acquired by San Joaquin in the San
                  Joaquin and Sacramento basins located in California.

1.2      INTERPRETATION

         (a)      The headings of the  articles  and sections of this  Agreement
                  are inserted for  convenience  of reference only and shall not
                  be used in construing or interpreting any provisions hereof.

         (b)      Whenever  the  singular or masculine or neuter is used in this
                  Agreement,  the same shall be  construed as meaning the plural
                  or feminine or body politic or corporate entity and vice versa
                  as the context or reference to the Parties may require.


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                                                         3

1.3      SCHEDULES

All schedules  attached hereto are incorporated  herein by reference as fully as
though contained in the body hereof. The schedules are as follows:

         (a)      Schedule "A" which is the form of Farmout  Agreement  and AAPL
                  Joint Operating Agreement.

         (b)      Schedule  "B"  which  is  the  form  of  Confidentiality   and
                  Exclusion Agreement.

Should there be a conflict  between the provision of the body of this  Agreement
and an  agreement  entered  into in the form of Schedule  "A",  the latter shall
prevail.

                       ARTICLE 2 - RIGHT OF FIRST REFUSAL

2.1      RIGHT OF FIRST REFUSAL

CEW shall have a right of first refusal to  participate  for a nineteen  percent
(19%)  share of costs in all of the  Prospects  (hereinafter  referred to as the
"ROFR") upon the terms contained herein.

2.2      TERM

Subject to Paragraph  8.1,  the ROFR shall be in  existence  for a period of two
years, from October 1, 1999 to October 1, 2001 inclusive.

2.3      CONSIDERATION

The cost of the ROFR shall be $150,000.00 in US funds which sum shall be payable
by CEW within three (3) business days of the closing of the Private Placement.



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                                        4

                         ARTICLE 3 - NOTICE OF PROSPECT

                              3.1 PROSPECT NOTICE

San Joaquin  shall  provide  notification  to CEW of an  Individual  Prospect by
provision of a Prospect Notice.

3.2      ELECTION OF CEW

Within one week of receipt of a Prospect Notice,  CEW must advise San Joaquin in
writing whether it elects to review the Individual Prospect.

3.3      CONFIDENTIALITY AND EXCLUSION AGREEMENT

In the event  that CEW  elects  to review  the  Individual  Prospect,  CEW shall
execute a Confidentiality and Exclusion Agreement in the form of Schedule "B".

3.4      ELECTION NOT TO REVIEW

In the event that CEW elects not to review the Individual Prospect,  San Joaquin
shall  reimburse  CEW for its share of any monies  used to  purchase  leases and
incur  seismic   expenditures   for  the   Individual   Prospect  if  any.  Such
reimbursement  shall be provided to CEW within two weeks of its  election not to
review the Individual Prospect.

3.5      CEW PROSPECTS

Nothing in this Article or in this  Agreement  shall be construed as creating an
obligation on CEW's part to show San Joaquin  prospects  that it may have in the
San Joaquin or Sacramento Basins.




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                                        5

               ARTICLE 4 - GEOLOGICAL AND GEOPHYSICAL PRESENTATION

4.1      SAN JOAQUIN'S OBLIGATIONS

Upon CEW electing to review an Individual  Prospect as provided for in Paragraph
3.2,  San  Joaquin  shall  provide  to CEW a review of the  Individual  Prospect
(herein referred to as the "Presentation").


4.2      VENUE

The Presentation shall take place at a location to be determined by San Joaquin.

4.3      CONTENTS OF PRESENTATION

The Presentation shall include the following:

         (a)      a  geological  and if  available,  geophysical  review  of the
                  Individual Prospect;

         (b)      a review of any petroleum  and natural gas leases  acquired to
                  date in relation to the Individual  Prospect and the status of
                  the remaining land within the Individual Prospect boundaries;

         (c)      a review of the  estimated  seismic  expenditures  required to
                  define the  Individual  Prospect  such that a test well can be
                  drilled on the Individual Prospect;

         (d)      a  summary  of  the  terms  of  earning  an  interest  in  the
                  Individual  Prospect if those terms  differ from the  standard
                  earning terms contained in Article 6 of this Agreement;

         (e)      information regarding an area of mutual interest and exclusion
                  to be established; and

         (f)      information regarding test well contract depth.

4.4      ELECTION TO PARTICIPATE

Within fourteen days of viewing the  Presentation,  CEW shall notify San Joaquin
in writing whether or not it wishes to participate in the Individual Prospect.



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                                        6

                       ARTICLE 5 - LAND AND SEISMIC FUNDS

5.1      LAND FUND

Within  eight (8)  business  days of the closing of the Private  Placement,  CEW
shall provide San Joaquin with the initial sum of  $130,000.00 in US funds to be
used as a land fund by San Joaquin as follows:

         (a)      the  aforementioned  sum  shall  be held by San  Joaquin  in a
                  segregated bank account and shall be used only for CEW's share
                  of costs associated with the acquisition of oil and gas leases
                  and the payment of land  rentals  and  bonuses for  Individual
                  Prospects;

         (b)      San Joaquin  may  co-mingle  funds  provided by CEW with funds
                  provided by other  participants  in  Individual  Prospects but
                  shall keep an accounting of all monies exended;

         (c)      San  Joaquin  shall be  entitled  to draw monies from the land
                  fund as necessary to acquire oil and gas leases for Individual
                  Prospects in which CEW is a participant;

         (d)      In the event that CEW's  portion of the land fund is  depleted
                  at any time below the  amount of  $30,000.00  US, San  Joaquin
                  shall notify CEW of same and CEW shall be obligated to provide
                  a further  $100,000.00  US within  one (1) month of receipt of
                  said notice, to San Joaquin;

         (e)      all  interest  accrued  in the  land  fund  shall  be for  the
                  account; and

         (f)      CEW shall have the right to audit the land fund.

5.2      SEISMIC FUND

Upon  execution  of this  agreement,  CEW  will  pay to San  Joaquin  the sum of
US$70,000 on the following terms.

         (a)      the  funds  will be  received  by San  Joaquin  and used by it
                  exclusively  toward its past and future  costs of  undertaking
                  and  completing  seismic  work or acquiring  seismic  lines on
                  Prospects; and

         (b)      the  funds  will  be an  irrevocable  payment  by CEW of  such
                  seismic costs.




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                                        7

Following the expenditure of the said US$70,000, San Joaquin shall notify CEW of
the same and CEW shall be  obliged  to  provide a further  US$70,000  within one
month of receipt of said notice,  which funds will be received by San Joaquin on
the following terms:

         (a)      The  aforementioned  sum  shall  be held by San  Joaquin  in a
                  segregated bank account and shall be used only for CEW's share
                  of  costs   associated  with  acquiring,   reprocessing,   and
                  conducting seismic programs over the Individual Prospects;

         (b)      San Joaquin  may  co-mingle  funds  provided by CEW with funds
                  provided by other participants in the Individual Prospects but
                  shall keep an accounting of all monies expended;

         (c)      San Joaquin  shall be entitled to draw monies from the seismic
                  fund as necessary  for seismic  expenditures  associated  with
                  Individual Prospects in which CEW is a participant;

         (d)      In the  event  that  CEW's  portion  of the  seismic  fund  is
                  depleted  at any time below the amount of  $15,000.00  US, San
                  Joaquin shall notify CEW of same and CEW shall be obligated to
                  provide  a  further  $70,000.00  US  within  one (1)  month of
                  receipt of said notice; to San Joaquin;

         (e)      all  interest  accrued  in the  seismic  fund shall be for the
                  account; and

         (f)      CEW shall have the right to audit the seismic fund.

                            ARTICLE 6 - EARNING TERMS

6.1      STANDARD TERMS AND CONDITIONS

The provisions of this Article 6 contain the standard terms and conditions  that
shall be included in the Farmout and Joint  Operating  Agreement  in the form of
Schedule "A", to be entered into by the Parties for each Individual Prospect.

6.2      COSTS

CEW shall pay nineteen per cent (19%) of the following costs for each Individual
Prospect in which it participates:

         (a)      general  and   administrative   costs   associated   with  the
                  Individual Prospect including costs incurred by Davis & Namson
                  Consulting Geologists, Canyon Oil & Gas




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                                        8

                  Limited Liability Company,  San Joaquin Oil & Gas Ltd. and any
                  other  parties or  entities  which  perform  services  for the
                  Individual Prospect;

         (b)      the cost of any seismic data previously acquired in connection
                  with  the  Individual  Prospect  and the  cost of any  seismic
                  program deemed necessary by San Joaquin, acting reasonably, to
                  define the  Individual  Prospect  so that the test well can be
                  drilled;

         (c)      the cost of leases acquired  covering the Individual  Prospect
                  together  with land  agent  fees,  bonus  costs and first year
                  rental payments; and

         (d)      test  well  costs  including  drilling  to  contract  depth as
                  specified  in the  Presentation,  testing,  logging,  capping,
                  abandoning or completing and equipping.


6.3      EARNING

Upon CEW  incurring  the costs  referred  to in  Paragraph  6.2, it shall earn a
fourteen  and  one-quarter  percent  (14.25%)  interest  in all leases and lands
acquired  in the  Individual  Prospect  as well as a  fourteen  and  one-quarter
percent  (14.25%)  interest  in the test  well  associaed  with  the  Individual
Prospect.

                        ARTICLE 7 - NET REVENUE INTEREST

7.1      NET REVENUE INTEREST IN LEASES

San  Joaquin  shall  attempt to provide  CEW with leases that have a net revenue
interest of seventy eight percent (78%).  However  should San Joaquin  acquire a
lease which is subject to a lessor royalty as well as gross overriding royalties
which cause the net revenue  interest to be less than 78%, San Joaquin shall not
be permitted to further reduce the net revenue  interest with a gross overriding
royalty payable to San Joaquin.

                             ARTICLE 8 - TERMINATION

8.1      TERMINATION

Nothwithstanding  Paragraph  2.2 hereof,  the ROFR shall  immediately  terminate
under any of the following circumstances:




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                                        9

         (a)      Where  CEW  fails to pay to San  Joaquin  the  initial  sum as
                  provided for in Paragraphs 5.1 and 5.2;

         (b)      where  CEW fails to pay to San  Joaquin  amounts  required  in
                  accordance with Paragraphs 5.1(d) and 5.2(d);

         (b)      where  CEW  elects  not  to   participate  in  two  concurrent
                  Prospects  offered by San Joaquin by way of Prospect  Notices;
                  or

         (c)      where CEW does not pay to San Joaquin,  the sum referred to in
                  Paragraph 2.3 on or before December 31, 1999.

                          ARTICLE 9 - JOINT OPERATIONS

9.1      JOINT OPERATING AGREEMENTS

Each Individual  Prospect shall be governed by a separate Farmout  Agreement and
Joint  Operating  Agreement  in the  form  set  forth  in  Schedule  "A" to this
Agreement.  A Farmout  Agreement  and Joint  Operating  Agreement in the form of
Schedule  "A" shall be executed by CEW upon its  election to  participate  in an
Individual Prospect as set forth in Paragraph 4.4.

9.2      OPERATOR

San  Joaquin  shall be the  operator  under  the  Farmout  and  Joint  Operating
Agreements referred to in Paragraph 9.1.

9.3      PARTICIPANTS

San Joaquin  shall be permitted to include other  participants  in an Individual
Prospect without the prior approval of CEW.

                    ARTICLE 10 - GENERAL CONTRACT PROVISIONS

10.1     NOTICES




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                                       10

All notices, requests, demands or other communications  (collectively "Notices")
by the terms hereof required or permitted to be given by one Party to the other,
or to any other  person,  shall be given in writing by  personal  delivery or by
prepaid  courier,  or by  facsimile  transmission  to such  other  party  at the
following address:

         (a)      to San Joaquin at:        53 Stratford Place SW
                                            Calgary, Alberta
                                            T3H 1H7
                                            Fax:  (403) 246-5056

         (b)      to CEW at:                700, 595 Howe Street
                                            Vancouver, British Columbia
                                            V6C 2T5

or such other  address as may be given by a Party to the other  Party  hereto in
writing from time to time.

All such  Notices  shall be deemed  to have  been  received  when  delivered  or
transmitted.

10.2     FURTHER ASSURANCES

The Parties shall sign such further and other documents,  cause such meetings to
be held,  resolutions  passed  and  by-laws  enacted,  exercise  their  vote and
influence,  do and perform and cause to be done and  performed  such further and
other acts and things as may be  necessary  or  desirable  in order to give full
effect to this Agreement and every part hereof.

10.3     TIME OF THE ESSENCE

Time shall be of the  essence  in this  Agreement  and every part  hereof and no
extension  or  variation  of this  Agreement  shall  operate as a waiver of this
provision.

10.4     ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect
to all the  matters  herein and its  execution  has not been  induced by, nor do
either of the Parties rely upon or regard as material,  any  representations  or
writings whatsoever not incorporated herein and


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                                       11

made a part hereof. This Agreement may not be amended or modified in any respect
except by written instrument signed by the Parties.

10.5     ENUREMENT

This Agreement shall enure to the benefit of and be binding upon the Parties and
their   respective   legal   personal    representatives,    heirs,   executors,
administrators or successors.

10.6     ASSIGNMENT

Neither  San Joaquin  nor CEW may assign its rights and  obligations  under this
Agreement.

10.7     CURRENCY

Unless  otherwise   specifically  provided  for  herein,  all  monetary  amounts
specified  herein  shall  refer to the  lawful  money of the  United  States  of
America.

10.8     GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of California and each Party irrevocably  attorns to the non-exclusive
jurisdiction of the Courts of such State.

10.9     CALCULATION OF TIME

When  calculating a period of time within which or following which any act is to
be done  or step  taken  pursuant  to this  Agreement,  the  date  which  is the
reference date shall, unless otherwise  specifically  included,  be excluded. If
the last day of a period is not a business day, then the time period in question
shall end on the first business day following such non-business day.



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                                       12

10.10    SEVERABILITY

If any portion of this  Agreement is determined  to be invalid or  unenforceable
for any reason whatsoever,  that invalidity or uneforceability  shall not affect
the validity or enforceability of remaining  portions of this Agreement and such
invalid or  unenforceable  portion  shall be severed from the  remainder of this
Agreement.

IN WITNESS  WHEREOF the Parties  have  executed  this  Agreement  this 17 day of
NOVEMBER 1999.

SAN JOAQUIN OIL & GAS LTD.                      CONSOLIDATED EARTH STEWARDS INC.


Per:   /S/ J. TIMOTHY BOWES                     Per:       /S/ UNKNOWN
     ------------------------------------            -----------------
         J. Timothy Bowes
         President and Assistant Secretary      By:    DIRECTOR (ALTERNATE)
                                                     -----------------------




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                 THIS AMENDMENT AGREEMENT DATED FEBRUARY 8, 2000

BETWEEN:

         SAN JOAQUIN OIL & GAS LTD., a corporation  incorporated  under the laws
         of the State of Nevada and having an office at 53  Stratford  Place SW,
         Calgary, Alberta T3H 1H7. ("San Joaquin")

AND:

         CONSOLIDATED EARTH STEWARDS INC., a corporation  incorporated under the
         laws of Province of British  Columbia and having an office at the Suite
         106 - 1460 Pandosy Street, Kelowna, B.C. V1Y 1P3 ("CEW")

WHEREAS:

A.       The parties  entered into a Joint Venture  Agreement dated November 16,
         1999 (the "Joint Venture")  providing CEW with a right of first refusal
         to  participate  in the  exploration  and  development  of oil  and gas
         prospects in the San Joaquin and Sacramento basins in California;

B.       The Joint  Venture  has  secured  interests  in a number of oil and gas
         prospects in the San Joaquin and  Sacramento  basins (the  "Prospects")
         and expenditures to date total approximately US$270,000;

C.       CEW is  responsible  for 19% of the costs to date of the Joint  Venture
         calculated  to be  US$78,000  and CEW  has  advanced  US$70,000  to San
         Joaquin for exploration and development  expenditures on the Prospects;
         and

D.       The parties wish to amend the terms of the Joint Venture to suspend any
         further  obligations of CEW pending a review of developments in the San
         Joaquin and Sacramento basins.


THE PARTIES AGREE AS FOLLOWS:

1.       The terms of the Joint  Venture shall be amended to suspend any further
         obligations of CEW pending a review of  developments in the San Joaquin
         and Sacramento basins.




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                                       -2-

2.       CEW hereby confirms that any monies advanced to San Joaquin to date may
         be used by San  Joaquin  to pay for  any  exploration  and  development
         expenses incurred by the Joint Venture.

3.       CEW shall  advance  to San  Joaquin a further  US$8,000  to pay for its
         share of Joint Venture administrative expenses.

4.       Paragraph  2.3 of the  Joint  Venture  agreement  shall be  amended  by
         replacing  "within  (3)  business  days of the  closing of the  Private
         Placement"  to  "Within  eight (8)  business  days of CEW  electing  to
         participate in an Individual Prospect under paragraph 4.4."

5.       Paragraph  5.1 of the  Joint  Venture  agreement  shall be  amended  by
         replacing  "of  closing"  to "of  CEW  electing  to  participate  in an
         Individual Prospect under paragraph 4.4."

6.       Paragraph  5.2 of the  Joint  Venture  agreement  shall be  amended  by
         replacing  "Upon  execution  of this  agreement"  to "Within  eight (8)
         business days of CEW electing to participate in an Individual  Prospect
         under paragraph 4.4."

7.       Sub-paragraph  8.1(c) is  deleted  of the Joint  Venture  agreement  is
         deleted.

8.       The Joint  Venture  agreement  continues  in full force and effect,  as
         amended hereby.

IN WITNESS  WHEREOF the Parties have  executed this  agreement  this 14th day of
February, 2000.

SAN JOAQUIN OIL & GAS LTD.                           CONSOLIDATED EARTH STEWARDS
                                                     INC.

Per:     /S/ J. TIMOTHY BOWES                        Per:/S/DEVINDER RANDHAWA
    -------------------------------------                ---------------------
      J. Timothy Bowes,                                    Devinder Randhawa,
      President                                            President





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