ASSET PLEDGE AGREEMENT


     THIS  ASSET PLEDGE AGREEMENT dated this 6th day of June, 2002, between U.S.
Crude,  Ltd., a corporation organized under the laws of the State of Nevada ("US
Crude");  United States Crude International, Inc., a corporation organized under
the  laws  of  the  State  of  Nevada  and a wholly-owned Subsidiary of US Crude
("USCU");  Equity  Planners,  LLC, Sea Lion Investors, LLC, and Myrtle Holdings,
LLC  (collectively,  the  "Accredited  Investors").

               W     I     T     N     E     S     S     E     T     H  :

     WHEREAS,  an  entity  known as USCR Acquisition Corp. ("Acquisition Corp.")
and  the  Accredited  Investors entered into that certain Subscription Agreement
dated  August  1,  2001  (the  "Subscription  Agreement")  pursuant  to  which
Acquisition  Corp.  issued  to the Accredited Investors its $1,000,000.00 Senior
Subordinated  Convertible  Redeemable Debentures (the "Convertible Debentures"),
convertible,  from  time  to  time,  into  authorized  but  unissued  shares  of
Acquisition  Corp.  Common  Stock;

     WHEREAS,  as  a  result of a Merger between US Crude and Acquisition Corp.,
the  rights  and obligations of Acquisition Corp. with respect to, and under the
Subscription  Agreement  and the Convertible Debentures enured to the benefit of
and  became  binding  upon  US  Crude  and  the  Accredited  Investors;

     WHEREAS,  in  order to avoid a default under the Subscription Agreement and
the  Convertible Debentures, US Crude wished to provide the Accredited Investors
with  enhanced  security  with  respect  to  their  investment  in  US  Crude by
transferring  its  assets  and liabilities to its wholly-owned Subsidiary, USCU,
pursuant  to  the  Laws  of  the  State  of  Nevada,  in  pledge  to  secure its
indebtedness  to  the  Accredited  Investors;

     WHEREAS,  US  Crude  has transferred its assets to USCU in pledge to secure
its  indebtedness  to  the  Accredited  Investors;  and

     WHEREAS,  USCU now wishes to pledge its assets (those formerly belonging to
US  Crude)  to  the Accredited Investors to further secure the debt evidenced by
the  Convertible  Debentures.


          N    O    W         T    H    E    R    E    F   O   R    E ,

     For  good and valuable consideration, including a desire of all the Parties
to  avoid  a  default  under  the  Subscription  Agreement  and  the Convertible
Debentures,  US  Crude  and  USCU  agree  as  follows:

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1.  PLEDGE  OF  COLLATERAL.

     USCU  hereby  pledges  to  the  Accredited  Investors  and  grants  to  the
Accredited  Investors  a  security  interest  in  all  the  assets ("the Pledged
Collateral")  set  forth in the USCU's Balance Sheet dated June __________, 2002
(the  "Balance  Sheet"), as security for the prompt performance of all of USCU's
obligations  under  the  Subscription  Agreement and the Convertible Debentures.


2.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

     USCU represents and warrants to and covenants with the Accredited Investors
that:

          (a)  Except  as set forth in the Balance Sheet, the Pledged Collateral
is  owned  by     USCU  free  and  clear  of  any  security  interests,  liens,
encumbrances,  options or other     restrictions created by USCU, except for the
security  interest  in  favor  of  the  Accredited     Investors created hereby;

          (b)  USCU  will  not assign, create or permit to exist any other claim
to,  lien  or     encumbrance  upon,  or security interest in any of the Pledged
Collateral;  and

          (c)  The  Pledged  Collateral  is  not  the  subject of any present or
threatened  suit,     action,  arbitration,  administrative or other proceeding,
and  USCU  knows  of  no     reasonable  grounds for the institution of any such
proceedings.


3.  EVENTS  OF  DEFAULT.

     Each  of the following shall constitute an event of default ("Event of
Default") hereunder:

          (a)  The  occurrence  of  an  Event  of Default under the Subscription
Agreement  or     the  Convertible  Debentures;  or

          (b)  The  breach  of  any  provision  of this Agreement by USCU or the
failure  by     USCU  to  observe  or  perform  any  of  the  provisions of this
Agreement.

4.  THE  ACCREDITED  INVESTORS'S  REMEDIES  UPON  DEFAULT.

     Upon  the occurrence of an Event of Default, the Accredited Investors shall
have  the  right to exercise all such rights as a secured party under the Nevada
Uniform Commercial Code as they, in their sole judgment, shall deem necessary or
appropriate,  including  the right to liquidate the Pledged Collateral and apply
the  proceeds  thereof  to  reduce  the  principal  amount outstanding under the
Subscription  Agreement or the Convertible Debentures. After the disposal of any
of  the  Pledged  Collateral, the Accredited Investors may deduct all reasonable
legal  and  other expenses and attorney's fees for protecting their interest and
enforcing  their  remedies  under  the Subscription Agreement or the Convertible
Debentures and this Agreement and shall apply the residue of the proceeds to, or
hold  as  a  reserve  against,  the  obligations  of USCU under the Subscription
Agreement  or  the  Convertible  Debentures  in  such  manner  as the Accredited
Investors  in  their  reasonable  discretion  shall determine, and shall pay the
balance,  if  any  to  USCU.

<PAGE>

5.  NOTICES.

     (a)   Any  notice,  request,  instruction or other document required by the
terms  of  this  Agreement  to  be  given  to any other Party hereto shall be in
writing  and  shall  be  given  either

          (i)  by  telephonic  facsimile,  in  which  case  notice  shall  be
presumptively     deemed  to  have  been given at the date and time displayed on
the  sender's     transmission  confirmation  receipt  showing  the  successful
receipt  thereof  by  the     recipient;

          (ii)  by hand delivery or Federal Express or other method in which the
date     of  delivery  is recorded by the delivery service, in which case notice
shall be     presumptively deemed to have been given at the time that records of
the  delivery     service  indicate  the writing was delivered to the addressee;

          (iii)  by  prepaid  telegram,  in  which  case  notice  shall  be
presumptively     deemed  to have been given at the time that the records of the
telegraphic agency     indicate that the telegram was telephoned or delivered to
the  recipient  or     addressee,  as  the  case  may  be;  or

          (iv)  by U.S. mail to be sent by registered or certified mail, postage
prepaid,  with  return  receipt  requested,  in  which  case  notice  shall  be
presumptively  deemed to have been given forty-eight (48) hours after the letter
was  deposited  with  the  United  States  Postal  Service.

     (b)  Notice  shall  be  sent:

          (i)  If  to  the  USCU,  to:

               Tony  Miller,  President
               United  States  Crude  International,  Inc.
               25809  Business  Center  Drive
               Suite  D
               Redland,  Ca  92374

               Telephone  Number:               (888)     872  -  7833
               Facsimile  Telephone  Number:    (909)     796  -  4048

          with  a  copy  (which  shall  not  constitute  notice)  to:

               Guy  K.  Stewart,  Jr.,  Esq.
               1701  South  Flagler  Drive
               Number  1408
               West  Palm  Beach,  Florida  33401

               Telephone  Number:               (561)     659  -  1810
               Facsimile  Telephone  Number:    (561)     659  -  3888

          (ii)  If  to  the  Accredited  Investors,  to:

               Equity  Planners  LLC
               Quadrant  Center,  5445  DTC  Parkway,
               Penthouse  Four
               Greenwood  Village,  Colorado  80111
               Fax:  303-771-4758
<PAGE>

               Sea  Lion  Investors  LLC
               1400  16th  Street,  Suite  400
               Denver,  Colorado  80202
               Fax:  720-932-8100

               Myrtle  Holdings  LLC
               370  Interlocken  Boulevard,  4th  Floor
               Broomfield,  Colorado  80021
               Fax:  303-474-1705

          (iii)  or  to  such  other  address  as  a Party may have specified in
writing  to  the  other     Parties using the procedures specified above in this
Section.


6.  APPLICABLE  LAW;  RESOLUTION  OF  DISPUTES;  VENUE.

     (a)  This  Agreement  shall  be  governed  by and construed and enforced in
accordance  with  the  internal  laws  of  the State of Colorado, without giving
effect  to  the,  principles  of  conflicts  of  Law  thereof.

     (b)  The  Parties  hereto  irrevocably  agree and consent that all disputes
concerning  this  Agreement or any claim or issue of any nature (whether brought
by  the  Parties  hereto  or  by  any  other  person whatsoever) arising from or
relating  to  this  Agreement  or  to the corporate steps taken to enter into it
(including,  without  limitation,  claims for alleged fraud, breach of fiduciary
duty, breach of contract, tort, etc.) which cannot be resolved within reasonable
time through discussions between the opposing entities, shall be resolved solely
and  exclusively  by means of arbitration to be conducted in the City of Denver,
Colorado,  which  arbitration  will  proceed in accordance with the rules of the
American Arbitration Association (or any successor organization thereto) then in
force  for  resolution  of  commercial  disputes.

     (c)  The  Arbitrators  themselves  shall have the right to determine and to
arbitrate  the  threshold  issue  of  arbitrability  itself, the decision of the
Arbitrators  shall be final, conclusive, and binding upon the opposing entities,
and  a  judgment  upon  the  award may be obtained and entered in any federal or
state  court  of  competent  jurisdiction.

     (d)  Each  entity  or  Party involved in litigation or arbitration shall be
responsible  for  its  own  costs  and expenses of any litigation or arbitration
proceeding,  including its own attorney's fees (for any litigation, arbitration,
and  any  appeals).

<PAGE>

7.  JURISDICTION  OF  DISPUTES;  WAIVER  OF  JURY  TRIAL.

     In  the  event  any  party  to  this  Agreement  commences  any litigation,
proceeding  or  other  legal  action  in  connection  with  or  relating to this
Agreement  or  any  matters  described  or  contemplated herein or therein, with
respect  to  any of the matters described or contemplated herein or therein, the
Parties  to  this  Agreement  hereby:

     (a)  agree as an alternative method of service to service of process in any
legal  proceeding  by mailing of copies thereof to such party at its address set
forth  here  in  for  communications  to  such  party;

     (b)  agree  that any service made as provided herein shall be effective and
binding  service  in  every  respect;  and

     (c)  agree  that  nothing  herein  shall  affect the rights of any party to
effect  service  of  process  in  any  other  manner  permitted  by  Law;  and

EACH  PARTY  HERETO  WAIVES  THE  RIGHT  TO  A  TRIAL  BY JURY IN ANY DISPUTE IN
CONNECTION  WITH  OR  RELATING  TO  THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY
MATTERS  DESCRIBED  OR CONTEMPLATED HEREIN OR THEREIN, AND AGREE TO TAKE ANY AND
ALL  ACTION  NECESSARY  OR  APPROPRIATE  TO  EFFECT  SUCH  WAIVER.

8.  WAIVERS.

     (a)  The  failure  of  a  Party  hereto  at  any  time  or times to require
performance  of  any  provision  hereof shall in no manner affect its right at a
later  time  to  enforce  the  same.

     (b)  No  waiver  by  a Party of any condition or of any breach of any term,
covenant,  representation  or  warranty  contained  in  this  Agreement shall be
effective unless in writing, and no waiver in any one or more instances shall be
deemed  to  be a further or continuing waiver of any such condition or breach in
other  instances or a waiver of any other condition or breach of any other term,
covenant,  representation  or  warranty.


     9.  COUNTERPARTS.

<PAGE>

     This  Agreement  may  be  executed  in  one  or  more  counterparts, and by
different  Parties  hereto  in  separate  counterparts,  each  of  which when so
executed shall be deemed an original, but all of which together shall constitute
one  and  the  same  instrument.

10.  INTERPRETATION.

     (a)  The  headings  preceding the text of Articles and Sections included in
this  Agreement  and the headings to Exhibits attached to this Agreement are for
convenience  only and shall not be deemed part of this Agreement or be given any
effect  in  interpreting  this  Agreement.

     (b)  The  use  of the masculine, feminine or neuter gender herein shall not
limit  any  provision  of  this  Agreement.  The use of the terms "including" or
"include"  shall  in  all  cases  herein mean "including, without limitation" or
"include,  without  limitation",  respectively.

     (c)  Underscored  references to Articles, Sections, Subsections or Exhibits
shall  refer  to  those  portions  of  this  Agreement.

     (d)  Consummation  of  the  transactions  contemplated  herein shall not be
deemed  a waiver of a breach of or inaccuracy in any representation, warranty or
covenant  or  of  any  party's  rights  and  remedies  with  regard  thereto.

     (e)  No  specific  representation,  warranty  or  covenant contained herein
shall  limit  the  generality or applicability of a more general representation,
warranty  or  covenant  contained  herein.

     (f)  A  breach of or inaccuracy in any representation, warranty or covenant
shall  not  be  affected  by  the  fact  that  any  more general or less general
representation,  warranty  or  covenant  was  not  also  breached or inaccurate.

11.  ASSIGNMENT.

     (a)  This  Agreement  shall be binding upon and inure to the benefit of the
Parties  hereto  and  their  respective  estates,  heirs, legal representatives,
successors  and  assigns.

     (b)  No  assignment  of  any rights or obligations hereunder may be made by
the  Plegor  without  the  prior  written  consent  of  the  Buyer.

     (c)   The  Buyer  may  freely  assign  its rights and obligations hereunder
without  the consent of the Seller or of the Accredited Investors, and upon such
assignment,  the  rights and obligations of the Buyer under this Agreement shall
be  binding  upon  and  inure  to  the  benefit  of  the Buyer's Assignee or its
Successor  in  interest,  as  the  case  may  be  be.

<PAGE>

12.  SEVERABILITY.

     If  any  provision  of  this  Agreement  shall  be held invalid, illegal or
unenforceable, the validity, legality or enforce ability of the other provisions
hereof  shall not be affected thereby, and there shall be deemed substituted for
the  provision  at  issue a valid, legal and enforceable provision as similar as
possible  to  the  provision  at  issue.

13.  REMEDIES  CUMULATIVE.

     Unless  otherwise specified, the remedies provided in this, Agreement shall
be  cumulative  and  shall  not  preclude the assertion or exercise of any other
rights  or  remedies  available  by  law,  in  equity  or  otherwise.

14.  ENTIRE  UNDERSTANDING.

     This  Agreement  and  the Related Agreements set forth the entire agreement
and  understanding  of  the  Parties  hereto  and  supersede  any  and all prior
agreements,  arrangements  and  understandings  among  the  Parties.

15.  TIME  OF  ESSENCE.

     Time  is of the essence for the performance of all obligations set forth in
this  Agreement.

16.  SURVIVAL.

     All  covenants, representations and warranties made in this Agreement shall
continue in full force and effect so long as any Obligations remain outstanding.

      IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement the
day  and  year  first  above  written.

<PAGE>

THE  ACCREDITED  INVESTORS:

Equity  Planners,  LLC

By:  /s/ Joel Greenfeld
     ________________________
     Principle


Sea  Lion  Investors,  LLC

By:  /s/ Ester Gluck
     ________________________
     Principle


Myrtle  Holdings,  LLC

By:  /s/ Goldie Caufman
     ________________________
     Principle


US  CRUDE:

U.S.  Crude,  Ltd.

By:  /s/ Anthony Miller
     ___________________________
     Anthony  Miller,  President


USCU:

United  States  Crude  International,  Inc.

By:  /s/ Anthony Miller
     ___________________________
     Anthony  Miller,  President


<PAGE>