ex10-4.htm

Exhibit
    10.4
    COOPERATION
      AGREEMENT AND

    MUTUAL
      RELEASE

    


    This
      Cooperation Agreement and Mutual
      Release (this “Agreement” or “Mutual Release”) entered into on July __, 2007, to
      be effective when executed, is by and between Texhoma Energy, Inc., a Nevada
      Corporation, which has an address of 100 Highland Park Village, Dallas, Texas
      75205 and its wholly owned Delaware subsidiary, Texaurus Energy, Inc.
      (collectively “Texhoma”) and Lucayan Oil and Gas Investments, Ltd. (“LOGI”), Max
      Maxwell (“Maxwell”), Meredith Maxwell, and A.E. Buzz Jehle (“Jehle”)(each a
“Former Interested Party” and collectively the “Former Interested Parties”),
      collectively referred to as the “Parties.”

    


    


    1.           Facts.

    


    
      	
               

            	
              1.1

            	
              Maxwell
                was previously employed by Texhoma as the Chief Executive Officer
                and
                President of Texhoma from approximately April 19, 2006 until May
                1, 2007,
                and as a Director from April 10, 2006 until May 1, 2007 (the “Maxwell
                Employment”).

            


    

    


    
      	
               

            	
              1.2

            	
              Meredith
                Maxwell, Maxwell’s daughter, was previously employed by Texhoma as
                a
                Legal Administrator from approximately September
                1, 2006 until May
                1, 2007, 2007 (the “Meredith Maxwell
                Employment”).

            


    

    


    
      	
               

            	
              1.3

            	
              Jehle
                was a consultant to Texhoma from April
                1, 2006 until May
                1, 2007 as an
                Engineer(the “Jehle Employment,” and collectively with the
                Maxwell Employment and the Meredith Maxwell Employment, the
                “Employment”).

            


    

    


    
      	
               

            	
              1.4

            	
              On
                June 1, 2006, Maxwell was granted an aggregate of 3,250,000 Non-qualified
                Stock Options and an aggregate of 750,000 Incentive Stock Options
                at an
                exercise price of $0.13 per share, which were to vest to Maxwell
                at the
                rate of 500,000 shares every three months (with the Incentive Stock
                Options to be granted first) (the “Maxwell
                Options”).

            


    

    


    
      	
               

            	
              1.5

            	
              LOGI,
                which is beneficially owned by Maxwell and Jehle, was issued an aggregate
                of 4,000,000 shares of common stock on April 10, 2006, in consideration
                for the forgiveness of $160,000 in debt which Texhoma owed to LOGI,
                and
                was issued an additional 18,375,000 shares of common stock on May
                15,
                2006, in consideration for the forgiveness of $735,000 in debt which
                was
                owed to LOGI by Texhoma (collectively the “LOGI
                Shares”).

            


    

    


    
      	
               

            	
              1.6

            	
              On
                June 4, 2007, Texhoma’s Board of Directors appointed William M. Simmons as
                Texhoma’s President and Daniel Vesco as Texhoma’s Chief Executive Officer
                (the “New Officers”).  A condition of the New Officers’
                appointment was that certain of Texhoma’s largest shareholders including
                LOGI, would enter into a Voting Agreement with the New Officers,
                which
                Voting Agreement is attached hereto as Exhibit A (the “Voting
                Agreement”).

            


    


    
      
              

                  
      
      

          1
            / 7

          Settlement
            Agreement and Mutual Release

          Texhoma
            Energy, Inc. and

          Former
            Interested
            Parties      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    2.           Settlement.

    


    
      	
               

            	
              2.1

            	
              Each
                of the Former Interested Parties agree that in consideration for
                Texhoma
                agreeing to the terms and conditions of Section 3.2 below; the Former
                Interested Parties agree to the terms and conditions of Section 3.1
                below
                (the “Texhoma Consideration”).

            


    

    


    
      	
               

            	
              2.2

            	
              Texhoma
                agrees that in consideration for (a) LOGI entering into the Voting
                Agreement in favor of the New Officers; (b) Maxwell personally agreeing
                to
                cooperate with Texhoma in connection with the audits, filings and
                other
                affairs associated with Texhoma and Texaurus (as defined below);
                and (c)
                Maxwell personally agreeing to certify the accuracy of Texhoma’s
                financials during the period of the Maxwell Employment; Texhoma agrees
                to
                the terms and conditions of Section 3.2 below (the “Former Interested
                Parties Consideration”).

            


    

    


    
      	
               

            	
              2.3

            	
              The
                Former Interested Parties agree that they will receive valid consideration
                from the Texhoma Consideration.

            


    

    


    
      	
               

            	
              2.4

            	
              Texhoma
                agrees that it will receive valid consideration from the Former Interested
                Parties Consideration.

            


    

    


    3.           Mutual
      Release.

    


    
      	
               

            	
              3.1

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                the
                Former Interested Parties, for themselves, their agents, servants,
                attorneys, officers, directors, employees, successors and assigns,
to
                the extent legally allowed, hereby covenant and agree as
                follows:

            


    

    


    
      	
               

            	
              3.1.1

            	
              That
                the Former Interested Parties hereby release, acquit and forever
                discharge
                Texhoma, its current and former agents, officers, directors, servants,
                attorneys, representatives, successors, employees and assigns (the
                “Texhoma 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, arising from or relating to the Employment, the LOGI
                Shares,
                Texhoma and/or the Texhoma Parties in general, for or by reason of
                any
                matter, cause or thing whatsoever, including all obligations arising
                therefrom, and omissions and/or conduct of Texhoma or the Texhoma
                Parties,
                and/or Texhoma’s former or current agents, attorneys, servants,
                representatives, successors, employees, directors, officers and assigns,
                relating directly or indirectly thereto other than as provided in
                3.1.2.

            


    


    
      
              

                  
      
      

            

            2 /
              7

            Settlement
              Agreement and Mutual Release

            Texhoma
              Energy, Inc. and

            Former
              Interested
              Parties        

          
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              3.1.2

            	
              That
                the Former Interested Parties hereby assign the rights to any and
                all
                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, arising from or relating to any former officers or Directors
                of  Texhoma, or any predecessor company, to Texhoma and the New
                Directors.

            


    

    


    
      	
               

            	
              3.1.3

            	
              LOGI
                agrees to enter into and be bound by the terms of the Voting
                Agreement.

            


    

    


    
      	
               

            	
              3.1.4

            	
              Maxwell
                personally agrees to:

            


    

    


    
      	
               

            	
              (a)

            	
              cooperate
                in all respects, to the best of his ability, with Texhoma and the
                New
                Officers in connection with:

            


    

    


    
      	
               

            	
              a.

            	
              the
                audit of Texhoma and/or Texaurus Energy, Inc., a Delaware corporation
                and
                Texhoma’s wholly owned subsidiary
                (“Texaurus”);

            


    

    


    
      	
               

            	
              b.

            	
              Texhoma’s
                required SEC filings and the disclosures
                therein;

            


    

    


    
      	
               

            	
              c.

            	
              Providing
                information and analysis regarding Texhoma’s operations, results of
                operations, agreements and financial statements during the term of
                the
                Maxwell Employment; and

            


    

    


    
      	
               

            	
              d.

            	
              Providing
                any and all information requested by Texhoma and/or the Former Interested
                Parties, in affidavit form, including, but not limited to an affidavit
                that “to the best of his knowledge,” the List of Liabilities attached
                hereto as Exhibit B, is a complete list of all the liabilities of
                Texhoma as of the date Maxwell resigned from Texhoma (the “Liabilities
                Certification”); and to

            


    

    


    
      	
               

            	
              (b)

            	
              certify
                the accuracy and correctness of Texhoma’s yet to be prepared annual and
                interim financial statements, relating to the time period of the
                Maxwell
                Employment, in a form substantially similar to the SEC’s required (i)
                Certification Of Chief Executive Officer and Chief Financial Officer
                Pursuant To Section 302 of The Sarbanes-Oxley Act Of 2002 and
                Certification of Chief Executive Officer; and (ii) Certification
                of Chief
                Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted
                Pursuant
                To Section 906 Of The Sarbanes-Oxley Act Of 2002 (collectively the
                “Officer Certifications,” and with the Liability Certification, the
                “Certifications”).

            


    

    


    
      	
               

            	
              3.1.5

            	
              Maxwell
                agrees that any and all of the Maxwell Options which he vested pursuant
                to
                the term of the Maxwell Employment will expire if unexercised  on
                August 1, 2007.

            


    


    
      
              

                  
      
      

          
            3 /
              7

            Settlement
              Agreement and Mutual Release

            Texhoma
              Energy, Inc. and

            Former
              Interested
              Parties       

          
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	
               

            	
              3.1.6

            	
              Maxwell
                agrees that Texhoma shall owe him no rights to contribution and/or
                indemnification in connection with his service to Texhoma as an officer
                or
                Director and/or in connection with his service to Texaurus as an
                officer
                or Director following the Parties entry into this Agreement, for
                any
                matters, claims, whatsoever, in connection with any cause of action,
                lawsuit, or complaint of any kind brought by any current or former
                shareholder of Texhoma, and/or current officer or Director of Texhoma,
                other than in connection with the Indemnification Rights described
                below
                under Section 3.2.2.

            


    

    


    
      	
               

            	
              3.1.7

            	
              Maxwell
                individually and on behalf of LOGI represents and certifies that
                the LOGI
                Shares were issued for valid consideration and that such LOGI Shares
                were
                fully paid and non-assessable upon their issuance  (“Validly
                Issued”) and have not pledged or encumbered in any way and are free of any
                valid claim from a third party.

            


    

    


    
      	
               

            	
              3.2

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                Texhoma, for itself, its officers, its directors and its agents,
                servants,
                representatives, successors, attorneys, employees and assigns to the
                extent legally allowed, hereby covenants and agrees as
                follows:

            


    

    


    
      	
               

            	
              3.2.1

            	
              That
                Texhoma hereby releases, acquits and forever discharges the Former
                Interested 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, arising from or relating to the Employment, the LOGI
                Shares,
                the operations of Texhoma, and/or Texhoma in general, for or by reason
                of
                any matter, cause or thing whatsoever, including all obligations
                arising
                therefrom, and omissions and/or conduct of Texhoma and/or its former
                or
                current agents, attorneys, servants, representatives, successors,
                employees, directors, officers and assigns, relating directly or
                indirectly thereto, which are not brought to the attention of Texhoma
                and
                the New Officers in writing by 5:00 P.M. C.S.T. on September 30,
                2007,
                other than relating to any claim for a false certification or
                misrepresentation by Maxwell in connection with the
                Certifications.

            


    

    


    
      	
               

            	
              3.2.2

            	
              Texhoma
                shall indemnify Maxwell and Jehle against any dispute regarding the
                LOGI
                Shares, provided that such shares were Validly Issued, without restriction
                and free of valid claim by other parties. In the event such LOGI
                Shares
                are determined to not be Validly Issued, without restriction, and
                free of
                valid claim from other parties  Texhoma shall not be obligated
                to provide indemnification to Maxwell and Jehle (collectively the
                “Indemnification Rights”).

            


    


    
      
              

                  
      
      

          
            4 /
              7

            Settlement
              Agreement and Mutual Release

            Texhoma
              Energy, Inc. and

            Former
              Interested
              Parties      

          
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
               

            


    

    


    4.           Return
      of the Texhoma Materials.

    


    
      	
               

            	
              4.1

            	
              The
                Former Interested Parties agree to return to Texhoma any and all
                documents, files, agreements, stock certificates, record books, invoices,
                or contacts, property, equipment and/or inventory which relate to
                Texhoma,
                Texaurus, any agreements or understandings between LOGI and Texhoma
                or
                Texaurus, and/or any agreements and understandings between any former
                officers or Directors of Texhoma and Texaurus, which the Former Interested
                Parties may hold in their possession and/or control (collectively
                the
                “Texhoma Materials”)within ten (10) business days from the date hereof and
                agree to provide a representation in connection with the delivery
                of the
                Texhoma Materials (or in the event that any of the Former Interested
                Parties has no Texhoma Materials in their possession) of the fact
                that
                after the delivery of the Texhoma Materials to Texhoma, that such
                Former
                Interested Party no longer holds any Texhoma Materials in their possession
                and/or is not aware of any Texhoma Materials which have not been
                turned
                over to Texhoma.

            


    

    


    5.           Miscellaneous.

    


    
      	
               

            	
              5.1

            	
              Termination
                of All Previous Agreements.  All
                previous agreements among the Parties, if any, and any and all related
                agreements and obligations are hereby terminated without further
                rights,
                obligations or liabilities of any Party
                thereunder.

            


    

    


    
      	
               

            	
              5.2

            	
              No
                Other Cause of Action.  The
                Parties are not aware of any claims not being released herein against
                them.

            


    

    


    
      	
               

            	
              5.3

            	
              Capacity
                and Authorization.  The Parties to this Mutual
                Release further represent that they have read it in full before its
                execution and that they fully understand the meaning, operation and
                effect
                of its terms.  Each individual signing this Mutual Release
                warrants and represents that he or she has the full authority and
                is duly
                authorized and empowered to execute this Mutual Release on behalf
                of the
                Party for which he or she signs.

            


    

    


    
      	
               

            	
              5.4

            	
              Assignments.  The
                Former Interested Parties represent that they have not assigned,
                in whole
                or in part, any claims, demands and/or causes of action against Texhoma
                to
                any person or entity prior to their execution of this Mutual
                Release.  Texhoma represents that it is not aware of any
                assignment, in whole or in part, any claim, demand and/or causes
                of action
                against the Former Interested Parties to any person or entity prior
                to its
                execution of this Mutual Release.

            


    

    


    
      	
               

            	
              5.5

            	
              Binding
                Effect.  This Mutual Release shall be binding on
                and inure to the benefit of the Parties and their respective heirs,
                successors, assigns, directors, officers, agents, employees and personal
                representatives.

            


    


    
      
              

                  
      
      

          
            5 /
              7

            Settlement
              Agreement and Mutual Release

            Texhoma
              Energy, Inc. and

            Former
              Interested
              Parties       

          
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              5.6

            	
              Modification.  No
                modification or amendment of this Mutual Release shall be effective
                unless
                such modification or amendment shall be in writing and signed by
                all
                Parties hereto.

            


    

    


    
      	
               

            	
              5.7

            	
              No
                Admission of Liability. Each Party
                acknowledges and agrees that this Mutual Release is a compromise
                of
                disputed claims and neither this Mutual Release, nor any consideration
                provided pursuant to this Mutual Release, shall be taken or construed
                to
                be an admission or concession by either the Former Interested Parties
                or
                Texhoma of any kind with respect to any fact, liability, or
                fault.

            


    

    


    
      	
               

            	
              5.8

            	
              Entire
                Agreement.  This Mutual Release constitutes the
                entire agreement between the Parties pertaining to the subject matter
                hereof and supersedes all prior and contemporaneous agreements,
                understandings, negotiations and discussions, whether oral or written,
                of
                the Parties in connection with the subject matter
                hereof.

            


    

    


    
      	
               

            	
              5.9.

            	
              Interpretation.  The
                interpretation, construction and performance of this Mutual Release
                shall
                be governed by the laws of the State of Texas.  Whenever used
                herein, the singular number shall include the plural, the plural
                shall
                include the singular and the use of any gender shall be applicable
                to all
                genders.

            


    

    


    
      	
               

            	
              5.10.

            	
              Faxed
                Signatures.  For purposes of this
                Mutual Release a faxed signature shall constitute an original
                signature.

            


    

    


    
      	
               

            	
              5.11.

            	
              Execution.  This
                Mutual Release may be executed in several counterparts, each of which
                shall be deemed an original, and such counterparts taken together
                shall
                constitute but one and the same Mutual Release.  A photocopy of
                this Mutual Release shall be effective as an original for all
                purposes.

            


    

    


    


    


    [Remainder
      of page left intentionally
      blank.  Signature page follows.]


    


    
      
        
          6 /
            7

          Settlement
            Agreement and Mutual Release

          Texhoma
            Energy, Inc. and

          Former
            Interested Parties  

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
      executed this Mutual Release as of the date first written above.

    


    
      	 	
              Texhoma
                Energy, Inc.

            
	 	 
	 	 
	 	
              /s/
                Daniel Vesco

            
	 	
              Daniel
                Vesco

            
	 	
              Chief
                Executive Officer

            


    

    


    


    Former
      Interested Parties:

    


    


    Lucayan
      Oil and Gas Investments, Ltd.

    


    


    /s/
      Max Maxwell

    Max
      Maxwell

    Director

    


    


    /s/
      Max Maxwell

    Max
      Maxwell, personally

    


    


    /s/
      Meredith Maxwell

    Meredith
      Maxwell, personally

    


    


    /s/
      Buzz Jehle

    Buzz
      Jehle, personally

    



    
      
              

                  
      
      

          
            7 /
              7

            Settlement
              Agreement and Mutual Release

            Texhoma
              Energy, Inc. and

                      
              Former Interested
              Parties