ex10-5.htm


    Exhibit
      10.5

    
 

    
      CONSULTING
        AGREEMENT

      


      TEXHOMA
        ENERGY, INC.

      


      CONSULTING
        AGREEMENT, dated as of July
        ___, 2007 (this “Agreement”), by and between TEXHOMA ENERGY, INC., a corporation
        organized and existing under the laws of the State of Nevada (the “Company”),
        and NAFI ONAT (the “Consultant”) (collectively sometimes referred to as the
“Parties” and individually sometimes referred to as a “Party” or “Each
        Party”).  Unless otherwise indicated, all references to Sections are
        to Sections in this Agreement. This Agreement is effective as of the “Effective
        Date” set forth in Section 14 below.

      


      WITNESSETH
        :

      


      WHEREAS,
        the Company desires to obtain the services of Consultant, and Consultant
        desires
        to be employed by the Company upon the terms and conditions hereinafter set
        forth;

      


      NOW,
        THEREFORE, in
        consideration of the premises and the mutual covenants, agreements, and
        considerations herein contained, the Company and the Consultant hereto agree
        as
        follows:

      


      1.1.           Consulting
        Services.  The Company hereby retains the Consultant as a
        Director of the Company, and as Vice President of Operations (“Employment”), to
        provide, and the Consultant hereby agrees to provide, financial, petroleum
        engineering, management and general business advisory services to the Board
        of
        Directors (the “Services”) as the Board of Directors may reasonably deem to be
        necessary and beneficial to its efficient and effective operation of its
        business operations in general.  Such Services shall be rendered on a
        non-exclusive basis.

      


      1.1.           Consulting
        Period.  (a) The period during which the Consultant shall render
        the Services shall commence on July 1 2007 (the “Effective Date”) and shall
        continue for a period of twelve (12) months.  This Agreement is
        renewable on a month to month basis thereafter, with the mutual consent of
        each
        Party hereto.

      


      2.
        Scope of Employment.

      


      (a)
        During the Employment, Consultant
        will serve as a Director of the Company.  In that connection,
        Consultant will (i) devote his time, attention, and energies to the business
        of
        the Company and will diligently and to the best of his ability perform all
        duties incident to his employment hereunder; (ii) use his best efforts to
        promote the interests and goodwill of the Company; and (iii) perform such
        other
        duties commensurate with his office as the Board of Directors of the Company
        may
        from time-to-time assign to him;

      


      (b)
        Section 2(a) shall not be construed
        as preventing Consultant from (i) serving on corporate, civic or charitable
        boards or committees, or (ii) from giving Consultant the ability to consult
        with
        and assist other companies and individuals so as not to be adverse or compete
        with the Company (unless the Board of Directors is aware such competition
        or
        potential competition with the Company); and

      


      (c)
        In connection with Consultant’s
        Employment with the Company, Consultant shall travel for and on behalf of
        Company to such locations in North America which the Company believes it
        is in
        the best interest for such Consultant to travel to (the “Travel”), subject to
        Consultants availability to travel to such location.  Consultant shall
        be reimbursed by the Company for any reasonable
        business expenses and traveling costs associated with any such
        Travel.  Consultant shall only be required to Travel (i.e., be away
        from his office) for a maximum of twenty-one (21) days (“Travel Days”) for each
        year that Consultant is employed by the Company pursuant to this Agreement
        (“Maximum Travel Days”).  Travel Days shall be defined as days in
        which Consultant is unable to work at least eight (8) hours in his office
        from
        the hours of 8:00 A.M. to 6:00 P.M. Central Standard Time due to such
        Travel.  In the event that Consultant shall use up such Maximum Travel
        Days prior to the end of any twelve (12) month period covered by this Agreement,
        Consultant agrees that he will use his best efforts to continue to be available
        for Travel as may be required by the Company (“Additional Travel”); provided
        that such Consultant is reimbursed at a reasonable rate (in addition to the
        compensation provided to Consultant under Section 3(a) below) for such time
        and
        expense which Consultant is required to spend in connection with such Additional
        Travel.


      
        
                

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      3.
        Compensation and Benefits During
        Agreement. During the Agreement, the Company shall provide compensation to
        Consultant as follows.

      


      (a)
        Company shall pay Consultant
        compensation of $2,500 per month.

      


      (b)  Consultant
        shall receive
        500,000 restricted shares of the Company’s common stock on or around the date of
        his entry into this Agreement in consideration for agreeing to perform the
        Services and to be bound by the terms and conditions of this
        Agreement.

      


      (c)  Consultant
        shall receive
        500,000 restricted shares of the Company’s common stock on the six (6) month
        anniversary date of the Agreement, assuming that Consultant is still employed
        under the terms of this Agreement at the expiration of such six (6) month
        anniversary date.

       

      (d)
        The Company shall reimburse
        Consultant for business expenses incurred by Consultant in connection with
        the
        Employment in accordance with the Company’s then-current policies, including any
        reimbursement for reasonable Travel expenses as provided in Section 2(c)
        above).

      


      (e)
        Consultant will be eligible to
        participate in any incentive program or discretionary bonus program of the
        Company which may be implemented in the future by the Board of
        Directors.

      


      (f)  Consultant
        will be
        eligible to participate in any stock option plan of the Company which may
        be
        approved in the future by the Board of Directors.

      


      4.
        Confidential
        Information.

      


      (a)
        Consultant acknowledges that the
        law provides the Company with protection for its trade secrets and confidential
        information.  Consultant will not disclose, directly or indirectly,
        any of the Company’s confidential business information or confidential technical
        information to anyone without authorization from the Company’s
        management.  Consultant will not use any of the Company’s confidential
        business information or confidential technical information in any way, either
        during or after the Employment with the Company, except as required in the
        course of the Employment.

      


      (b)
        Consultant will strictly adhere to
        any obligations that may be owed to former employers insofar as Consultant’s use
        or disclosure of their confidential information is concerned.

      


      (c)  Information
        will not be
        deemed part of the confidential information restricted by this Section 4
        if
        Consultant can show that:   (i) the information was in
        Consultant’s possession or within
        Consultant’s knowledge before the Company disclosed it to Consultant; (ii) the
        information was or became generally known to those who could take economic
        advantage of it;  (iii) Consultant obtained the information from a
        party having the right to disclose it to Consultant without violation of
        any
        obligation to the Company, or (iv) Consultant is required to disclose the
        information pursuant to legal process (e.g., a subpoena), provided that
        Consultant notifies the Company immediately upon receiving or becoming aware
        of
        the legal process in question. No combination of information will be deemed
        to
        be within any of the four exceptions in the previous sentence, however, whether
        or not the component parts of the combination are within one or more exceptions,
        unless the combination itself and its economic value and principles of operation
        are themselves within such an exception or exceptions.


      
        
                

                    
      
      

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      (d)
        All originals and all copies of any
        drawings, blueprints, manuals, reports, computer programs or data, notebooks,
        notes, photographs, and all other recorded, written, or printed matter relating
        to research, manufacturing operations, or business of the Company made or
        received by Consultant during the Employment are the property of the
        Company.  Upon Termination of the Employment, whether or not for
        Cause, Consultant will immediately deliver to the Company all property of
        the
        Company which may still be in Consultant’s possession.  Consultant
        will not remove or assist in removing such property from the Company’s premises
        under any circumstances, either during the Employment or after Termination
        thereof, except as authorized by the Company’s management.

      


      (e)
        For a period of One (1) year after
        the date of Termination of the Employment, Consultant will not, either directly
        or indirectly, hire or employ or offer or participate in offering employment
        to
        any person who at the time of such Termination or at any time during such
        one
        year period following the time of such Termination was an employee of the
        Company without the prior written consent of the Company.

      


      5.  Ownership
        of Intellectual
        Property.

      


      (a)
        The Company will be the sole owner
        of any and all of Consultant’s Inventions that are related to the Company’s
        business, as defined in more detail below.

      


      (b)
        For purposes of this Agreement,
“Inventions” means all inventions, discoveries, and improvements (including,
        without limitation, any information relating to any techniques, processes,
        formulas, developments or experimental work, work in progress, or business
        trade
        secrets), along with any and all other work product relating
        thereto.

      


      (c)
        An Invention is “related to the
        Company’s business” (“Company-Related Invention”) if it is made, conceived, or
        reduced to practice by Consultant (in whole or in part, either alone or jointly
        with others, whether or not during regular working hours), whether or not
        potentially patentable or copyrightable in the U.S. or elsewhere, and it
        either:
        (i) involves equipment, supplies, facilities, or trade secret information
        of the
        Company; (ii) involves the time for which Consultant was or is to be compensated
        by the Company; (iii) relates to the business of the Company or to its actual
        or
        demonstrably anticipated research and development; or (iv) results, in whole
        or
        in part, from work performed by Consultant for the Company.

      


      (d)
        Consultant will promptly disclose
        to the Company, or its nominee(s), without additional compensation, all
        Company-Related Inventions.

      


      (e)
        Consultant will assist the Company,
        at the Company’s expense, in protecting any intellectual property rights that
        may be available anywhere in the world for such Company-Related Inventions,
        including signing U.S. or foreign patent applications, oaths or declarations
        relating to such patent
        applications, and similar documents.


      
        
                

                    
      

                  

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      (f)
        To the extent that any
        Company-Related Invention is eligible under applicable law to be deemed a
“work
        made for hire,” or otherwise to be owned automatically by the Company, it will
        be deemed as such, without additional compensation to
        Consultant.   In some jurisdictions, Consultant may have a right,
        title, or interest (“Right,” including without limitation all right, title, and
        interest arising under patent law, copyright law, trade-secret law, or
        otherwise, anywhere in the world, including the right to sue for present
        or past
        infringement) in certain Company-Related Inventions that cannot be automatically
        owned by the Company.  In that case, if applicable law permits
        Consultant to assign Consultant’s Right(s) in future Company-Related Inventions
        at this time, then Consultant hereby assigns any and all such Right(s) to
        the
        Company, without additional compensation to Consultant; if not, then Consultant
        agrees to assign any and all such Right(s) in any such future Company-Related
        Inventions to the Company or its nominee(s) upon request, without additional
        compensation to Consultant.

      


      6.  Non-competition.  As
        a
        condition to, and in consideration of, the Company’s entering into this
        Agreement, and giving Consultant access to certain confidential and proprietary
        information, which Consultant recognizes is valuable to the Company and,
        therefore, its protection and maintenance constitutes a legitimate interest
        to
        be protected by the provisions of this Section 6 as applied to Consultant
        and
        other employees similarly situated to Consultant, and for ten dollars ($10)
        and
        other good and valuable consideration, the receipt and sufficiency of which
        Consultant hereby acknowledges, Consultant acknowledges and hereby agrees
        as
        follows:

      


      (a)
        that Consultant is and will be
        engaged in the business of the Company;

      


      (b)
        that Consultant has occupied a
        position of trust and confidence with the Company prior to the Effective
        Date,
        and that during such period and the period of Consultant’s Employment under this
        Agreement, Consultant has, and will, become familiar with the Company’s trade
        secrets and with other proprietary and confidential information concerning
        the
        Company;

      


      (c)
        that the obligations of this
        Agreement are directly related to the Employment and are necessary to protect
        the Company’s legitimate business interests; and that the Company’s need for the
        covenants set forth in this Agreement is based on the following:  (i)
        the substantial time, money and effort expended and to be expended by the
        Company in developing technical designs, , oil and gas surveys and production
        estimations, marketing plans and similar confidential information; (ii) the
        fact
        that Consultant will be personally entrusted with the Company’s confidential and
        proprietary information; (iii) the fact that, after having access to the
        Company’s technology and other confidential information, Consultant could become
        a competitor of the Company; and (iv) the highly competitive nature of the
        Company’s industry, including the premium that competitors of the Company place
        on acquiring proprietary and competitive information; and

      


      (d)
        that for a period commencing on the
        Effective Date and ending nine (9) months following Termination as provided
        in
        Section 11, Consultant will not, directly or indirectly, serve as employee,
        agent, consultant, stockholder, director, co-partner or in any other individual
        or representative capacity, own, operate, manage, control, engage in, invest
        in
        or participate in any manner in, act as consultant or advisor to, render
        services for (alone or in association with any person, firm, corporation
        or
        entity), or otherwise assist any person or entity that directly or indirectly
        engages or proposes to engage in (i) the same, or a substantially similar,
        type
        of business as that in which the Company engages; or (ii) the business of
        distribution or sale of (A) products and services distributed, sold or license
        by the Company at the time of termination; or (B) products and services proposed
        at the time of Termination to be distributed, sold or licensed by the Company,
        in any county or State in which
        the
        Company has oil and/or gas operations, or owns or licenses any oil or gas
        properties on the date of such Termination (the “Territory”); provided,
        however


      
        
                

                    
      
      

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      (e)
        that nothing contained herein shall
        be construed to prevent Consultant from investing in the stock or securities
        of
        any competing corporation listed on any recognized national securities exchange
        or traded in the over the counter market in the United States, but only if
        (i)
        such investment is of a totally passive nature and does not involve Consultant
        devoting time to the management or operations of such corporation and Consultant
        is not otherwise involved in the business of such corporation; and if (ii)
        Consultant and his associates (as such term is defined in Regulation 14(A)
        promulgated under the Securities Exchange Act of 1934, as in effect on the
        Effective Date), collectively, do not own, directly or indirectly, more than
        an
        aggregate of two percent (2%) of the outstanding stock or securities of such
        corporation.

      


      7.
        Legal Fees and
        Expenses.  In the event of a lawsuit, arbitration, or other
        dispute-resolution proceeding between the Company and Consultant arising
        out of
        or relating to this Agreement, the prevailing party, in the proceeding as
        a
        whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
        including without limitation motions for preliminary or temporary injunctive
        relief) will be entitled to recover its reasonable attorneys’ fees and expenses
        unless the court or other forum determines that such a recovery would not
        serve
        the interests of justice.

      


      8.  Successors.

      


      (a)
        This Agreement shall inure to the
        benefit of and be binding upon (i) the Company and its successors and assigns;
        (ii) Consultant and Consultant’s heirs and legal representatives, except that
        Consultant’s duties and responsibilities under this Agreement are of a personal
        nature and will not be assignable or delegable in whole or in part; and (iii)
        Consultant Parties as provided in Section 10.

      


      (b)
        The Company will require any
        successor (whether direct or indirect, by purchase, merger, consolidation,
        Acquisition or otherwise) to all or substantially all of the business and/or
        assets of the Company to assume expressly and agree to perform this Agreement
        in
        the same manner and to the same extent that the Company would be required
        to
        perform it if no such succession had taken place. As used in this Agreement,
        "the Company" shall mean the Company as hereinbefore defined and any successor
        to its business and/or assets as aforesaid which assumes and agrees to perform
        this Agreement by operation of law, or otherwise.

      


      9.  Arbitration.

      


      (a)
        Except as set forth in paragraph
        (b) of this Section 9 or to the extent prohibited by applicable law, any
        dispute, controversy or claim arising out of or relating to this Agreement
        will
        be submitted to binding arbitration before a single arbitrator in accordance
        with the National Rules for the Resolution of Employment Disputes of the
        American Arbitration Association in effect on the date of the demand for
        arbitration.  The arbitration shall take place before a single
        arbitrator, who will preferably but not necessarily be a
        lawyer.  Unless otherwise agreed by the parties, the arbitration shall
        take place in the city in which the Company’s principal office space is located
        at the time of the dispute or was located at the time of Termination of the
        Employment (if applicable).  The arbitrator is hereby directed to take
        all reasonable measures not inconsistent with the interests of justice to
        expedite, and minimize the cost of, the arbitration proceedings.

      


      (b)
        To protect inventions, trade
        secrets, or other confidential information of Section 4, and/or to enforce
        the
        non-competition provisions of Section 6, the Company may seek temporary,
        preliminary, and/or permanent injunctive relief in a court of competent
        jurisdiction, in each case, without
        waiving its right to arbitration.


      
        
                

                    
      
      

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      (c)
        At the request of either party, the
        arbitrator may take any interim measures s/he deems necessary with respect
        to
        the subject matter of the dispute, including measures for the preservation
        of
        confidentiality set forth in this Agreement.

      


      (d)
        Judgment upon the award rendered by
        the arbitrator may be entered in any court having jurisdiction.

      


      
        	
                 

              	
                10.

              	
                Indemnification.

              


      

      


      (a)  The
        Company agrees to
        indemnify and hold harmless Consultant, his nominees and/or assigns (a reference
        in this Section 10 to Consultant also includes a reference to Consultant’s
        nominees and/or assigns) against any and all losses, claims, damages,
        obligations, penalties, judgments, awards, liabilities, costs, expenses and
        disbursements (incurred in any and all actions, suits, proceedings and
        investigations in respect thereof and any and all legal and other costs,
        expenses and disbursements in giving testimony or furnishing documents in
        response to a subpoena or otherwise), including without limitation, the costs,
        expenses and disbursements, as and when incurred, of investigating, preparing
        or
        defending any such action, suit, proceeding or investigation that is in any
        way
        related to the Consultant’s employment with the Company (whether or not in
        connection with any action in which the Consultant is a party). Such
        indemnification does not apply to acts performed by Consultant, which are
        criminal in nature or a violation of law. The Company also agrees that
        Consultant shall not have any liability (whether direct or indirect, in contract
        or tort, or otherwise) to the Company, for, or in connection with, the
        engagement of the Consultant under the Agreement, except to the extent that
        any
        such liability resulted primarily and directly from Consultant’s gross
        negligence and willful misconduct.

      


      (b)  These
        indemnification
        provisions shall be in addition to any liability which the Company may otherwise
        have to Consultant or the persons indemnified below in this sentence and
        shall
        extend to the following: the Consultant, his affiliated entities, partners,
        employees, legal counsel, agents, and controlling persons (within the meaning
        of
        the federal securities laws), and the officers, directors, employees, legal
        counsel, agents, and controlling persons of any of them (collectively,
        the  “Consultant Parties”).

      


      (c)  If
        any action, suit,
        proceeding or investigation is commenced, as to which any of the Consultant
        parties propose indemnification under the Agreement, they shall notify the
        Company with reasonable promptness; provided however, that any failure to
        so
        notify the Company shall not relieve the Company from its obligations hereunder.
        The Consultant Parties shall have the right to retain counsel of their own
        choice (which shall be reasonably acceptable by the Company) to represent
        them,
        and the Company shall pay fees, expenses and disbursements of such counsel;
        and
        such counsel shall, to the extent consistent with its professional
        responsibilities, cooperate with the Company and any counsel designated by
        the
        Company. The Company shall be liable for any settlement of any claim against
        the
        Consultant Parties made with the Company’s written consent, which consent shall
        not be unreasonably withheld. The Company shall not, without the prior written
        consent of the party seeking indemnification, which shall not be reasonably
        withheld, settle or compromise any claim, or permit a default or consent
        to the
        entry of any judgment in respect thereof, unless such settlement, compromise
        or
        consent includes, as an unconditional term thereof, the giving by the claimant
        to the party seeking indemnification of an unconditional release from all
        liability in respect of such claim.

      


      (d)  The
        indemnification
        provided by this Section 10 shall not be deemed exclusive of, or to preclude,
        any other rights to which those seeking indemnification may at any time be
        entitled under
        the
        Company's Articles of Incorporation, Bylaws, any law, agreement or vote of
        shareholders or disinterested Directors, or otherwise, or under any policy
        or
        policies of insurance purchased and maintained by the Company on behalf of
        Consultant, both as to action in his Employment and as to action in any other
        capacity.


      
        
                

                    
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      (e)
        Neither Termination nor completion
        of the Employment shall effect these indemnification provisions which shall
        then
        remain operative and in full force and effect.

      


      
        	
                 

              	
                11.

              	
                Termination

              


      

      


      This
        Agreement and the consulting
        relationship created hereby will terminate (i) upon the disability or death
        of
        Consultant under Section 11 (a) or 11(b); (ii) with cause under Section 11
        (c);
        (iii) for good reason under Section 11 (d); (iv) or without cause under Section
        11(e).

      


      
        	
                 

              	
                (a)

              	
                Disability.  Company
                  shall have the right to terminate the employment of Consultant
                  under this
                  Agreement for disability in the event Consultant suffers an injury,
                  illness, or incapacity of such character as to substantially disable
                  him
                  from performing his duties without reasonable accommodation by
                  Consultant
                  hereunder for a period of more than sixty (60) consecutive days
                  upon
                  Company giving at least thirty (30) days written notice of
                  termination.

              


      

      


      
        	
                 

              	
                (b)

              	
                Death.
                  This agreement will terminate on the Death of the
                  Consultant.

              


      

      


      
        	
                 

              	
                (c)

              	
                With
                  Cause.  Company may terminate this Agreement at any time
                  because of, (i) the conviction of Consultant of an act or acts
                  constituting a felony involving moral turpitude, dishonesty or
                  theft or
                  fraud; or (ii) Consultant’s negligence in the performance of his duties
                  hereunder.

              


      

      


      
        	
                 

              	
                (d)

              	
                Good
                  Reason.  The Consultant may terminate his employment for
                  “Good Reason” by giving Company ten (10) days written notice
                  if:

              


      

      


      
        	
                 

              	
                (i)

              	
                he
                  is assigned, without his express written consent, any duties materially
                  inconsistent with his positions, duties, responsibilities, or status
                  with
                  Company as of the date hereof, or a change in his reporting
                  responsibilities or titles as in effect as of the date
                  hereof;

              


      

      


      (ii)           his
        compensation is reduced; or

      


      
        	
                 

              	
                (iii)

              	
                Company
                  does not pay any material amount of compensation due hereunder
                  and then
                  fails either to pay such amount within the ten (10) day notice
                  period
                  required for termination hereunder or to contest in good faith
                  such
                  notice.

              


      

      


      
        	
                 

              	
                (e)

              	
                Without
                  Cause.  Company may terminate
                  this Agreement without cause.

              


      

      


      12.  Obligations
        of Company Upon Termination.

      


      (a)
        In the event of the termination of
        Consultant’s employment pursuant to Section 11 (a), (b) or (c), Consultant will
        be entitled only to the compensation earned by him hereunder as of the date
        of
        such termination (plus life insurance or disability benefits).


      
        
                

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      (b)
        In the event of the termination of
        Consultant’s employment pursuant to Section 11 (d) or (e), Consultant will be
        entitled only to the compensation earned by him hereunder as of the date
        of such
        termination (plus life insurance or disability benefits), plus any restricted
        stock awards which he is due pursuant to the terms of this Agreement, even
        if
        Consultant is terminated prior to the date such restricted common stock is
        due
        to him pursuant to Section 3 of this Agreement, above.

      


      13.  Other
        Provisions.

      


      (a)
        All notices and statements with
        respect to this Agreement must be in writing.  Notices to the Company
        shall be delivered to the Chairman of the Board or the Chief Executive Officer
        or President of the Company.  Notices to Consultant may be delivered
        to Consultant in person, by email or fax, or sent to Consultant’s then-current
        mailing address as indicated in the Company’s records.

      


      (b)
        This Agreement sets forth the
        entire agreement of the parties concerning the subjects covered herein; there
        are no promises, understandings, representations, or warranties of any kind
        concerning those subjects except as expressly set forth in this
        Agreement.

      


      (c)
        Any modification of this Agreement
        must be in writing and signed by all parties; any attempt to modify this
        Agreement, orally or in writing, not executed by all parties will be
        void.

      


      (d)
        If any provision of this Agreement,
        or its application to anyone or under any circumstances, is adjudicated to
        be
        invalid or unenforceable in any jurisdiction, such invalidity or
        unenforceability will not affect any other provision or application of this
        Agreement which can be given effect without the invalid or unenforceable
        provision or application and will not invalidate or render unenforceable
        such
        provision or application in any other jurisdiction.

      


      (e)
        This Agreement will be governed and
        interpreted under the laws of the United States of America and the laws of
        the
        State of Texas as applied to contracts made and carried out in Texas by
        residents of Texas.

      


      (f)
        No failure on the part of any party
        to enforce any provisions of this Agreement will act as a waiver of the right
        to
        enforce that provision.

      


      (g)
        Section headings are for
        convenience only and shall not define or limit the provisions of this
        Agreement.

      


      (h)
        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.

      


      


      


      


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      14.  Summary
        of Terms of
        Employment

      


      
        	
                Effective
                  Date

              	
                July
                  1, 2007

              
	 	 
	
                Term
                  & Commitment

              	
                One
                  (1) Year, full-time, renewable

              
	 	 
	
                Office
                  / Position

              	
                Director,
                  Vice President of Operations

              
	 	 
	
                Salary

              	
                $2,500
                  per month and shares of restricted common stock as provided in
                  Section 3
                  above

              


      

      


      This
        Agreement contains provisions requiring binding arbitration of
        disputes.  By signing this Agreement, Consultant acknowledges that
        he  (i) has read and understood the entire Agreement; (ii) has
        received a copy of it (iii) has had the opportunity to ask questions and
        consult
        counsel or other advisors about its terms; and (iv) agrees to be bound by
        it.

      


      Executed
        to be effective as of the Effective Date.

      


      


      
        	
                TEXHOMA
                  ENERGY, INC.,

              	
                CONSULTANT:

              
	 	 
	 	 
	 	 
	/s/
                Daniel Vesco	/s/
                Nafi Onat
	
                DAN
                  VESCO

              	
                NAFI
                  ONAT

              
	
                Chief
                  Executive Officer

              	 


      

      



      
        
                

                    
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