10.3  Investment  Agreement  with  Sigma  Energy  &  Exploration

SIGMA  ENERGY  AND  EXPLORATION  CO.
Re-Work  Shannon  GG  Lease  Wells  2  and  3
DESCRIPTIVE  MEMORANDUM

This  Descriptive  Memorandum  is  only  a brief summary of the conditions of an
investment in the prospects and no prospective participant should invest without
first making a careful study of the remainder of this Descriptive Memorandum and
all  other  exhibits  hereto,  In  addition, each prospective participant should
satisfy  himself  as  to  the  tax  consequences of an investment in the program
interest,  and  is  urged  to  consult  his  own  tax  advisor. SIGMA ENERGY AND
EXPLORATION CO., has not sought a ruling from the Internal Revenue Service or an
opinion  of  counsel  with  respect  to  tax  aspects  of  the  program.

This  offer  is  subject  to  SIGMA  ENERGY AND EXPLORATION CO., (upon advise of
counsel)  being satisfied that all applicable securities laws have been complied
with.

General  and  Administrative  Expenses.  SIGMA  ENERGY  AND EXPLORATION CO. will
receive  reimbursement  for  best  effort  costs  and expenses incurred by it in
supervising  and  carrying out the re-work of the Shannon GG Lease Wells 2 and 3
as well as certain general administration expenses allocable to the prospect and
the  compensation  provided  in  the  Program Operating Agreement. All costs and
expenses  are  allowed  for in the AFE. (See Exhibit A.) Left over funds, if any
will  be  applied  to  operations  as Sigma Energy and Exploration Co. Sees Fit.

Transfer  of  Program  Interests. The program interests are not registered under
the  Securities  Act 1933 and therefore must be held for an indefinite period of
time  unless  they  are  subsequently  registered  under  the  Act  or unless an
exemption from registration is available. SIGMA ENERGY AND EXPLORATION CO is not
under  any  obligation to register the program interest or to cause an exemption
under  the  Act  to  be  available.

Risk  Factors.  An investment in the program involves a high degree of financial
risk.  Accordingly,  a  prospective  investor  should  consider  carefully  the
following  risk  factors.

High Risk of Oil and Gas Exploration. The prospect consists of unproven acreage.
Therefore,  the activities of the program will involve a high degree of risk and
result cannot be predicted. There is no assurance that any oil or gas production
will  be  obtained  through the activities undertaken pursuant to the program or
that  such production, if obtained, will enable an investor to make a profit on,
or  even  recoup,  his  investment.  Furthermore,  drilling  may be curtailed or
delayed  as a result of, among other things weather conditions, delivery delays,
shortages  of  pipe  and  equipment  or  the  unavailability  of  drilling rigs.

Lack of Liquidity. The program interests are not registered under the Securities
Act  of  1933 and therefore must be held for an indefinite period of time unless
they  are subsequently registered under such act or unless an exception from the
registration  is  available.  In addition, any transfer or an interest in leases
subject  to  the  program  is  subject  to  the  preferential right to purchase.

Conflicts  of Interest. The Participant Agreement provides that SIGMA ENERGY AND
EXPLORATION  CO.  will  not  be  liable  to the other participants for errors in
judgment  or  other  acts  or  omissions  not  amounting  to  bad faith or gross
negligence.  Accordingly,  participants  may have a more limited right of action
than  they  might  have  had  absent  such  a  provision.

Markets  and  Regulations.  The federal and state governments exercise extensive
regulations and control over the price, productions and environmental aspects of
oil and gas exploration, which could affect the profitability of the test wells.
The  availability  of ready markets and the market price at any given time could
also  have  an  effect  on  the  profitability  of  the  wells.

All  inquires  or  request  for  additional  information  should be submitted or
directed  to Dennis Thompson, Diversified Financial Resources Corp. 858-244-6037
or  858-560-8321.

SIGMA  ENERGY  AND  EXPLORATION  CO.

Dear  Dennis,

When  accepted  by you in the manner hereinbelow provided, this letter evidences
an  agreement  by  and  between  SIGMA  ENERGY  AND EXPLORATION CO., hereinafter
referred  to  as  "Operator,  and

Name:  Diversified  Financial  Resource  Corporation
Address:  8765  Aero  Dr.  suite  221
San  Diego,  Calif.  92123
e-mail  dennisthompsayahoo.com  Ph  858-244-6037
hereinafter  referred  to  as  "Participant",  as  follows;

I.  INTEREST  IN  LEASES

-  SEE  EXIBIT  "B"  for  Plat  and  attachment  for  Legal  description

The  acreage  covered  by  the  aforesaid leases is depicted on the plat labeled
exhibit  "B",  attached  hereto  and  made  a part hereof. For the consideration
hereinafter  mentioned,  and  subject  to  the terms, provisions, and conditions
hereinafter SIGMA ENERGY AND EXPLORATION CO., agrees to assign to Participant an
undivided  5.3333/32nds  (11.359% net) Interest and to the hereinabove described
property,  hereinafter  referred  to  as  Shannon  GG  Lease  Wells  2  and  3

It  is  specifically  understood  that  SIGMA  ENERGY  AND  EXPLORATION  CO., is
delivering  a  68%  net  revenue  interest  in  the  above  property.

The assignment to Participant shall be made without warranty of title, except as
to  claims  by,  through,  or under SIGMA ENERGY AND EXPLORATION CO.,.; however,
prior  to  RE-WORKING  The  Shannon  GG  Lease  Wells  2  and  3

SIGMA  ENERGY AND EXPLORATION CO., shall, upon request, furnish to Participant a
title  opinion  from  a competent attorney showing title to the SIGMA ENERGY AND
EXPLORATION  CO.,  leases,  all of which shall bear their proportionate share of
all royalties, overriding royalties, interests, and similar encumbrances, but in
no  case  exceeding  25%  on  property.

II.  Shannon  GG  Lease  Wells  2  and  3

SIGMA  ENERGY  AND  EXPLORATION  CO.  shall  make  a  good  faith  effort  to
re-work, or cause to be rework, on or before -Dec.     , 2005     to re-work the

Shannon  GG  Lease  Wells  2  and  3
on  the  property  hereinabove  described.  (Depending  on Rig Availability) The
selection  of  the initial property to be re-worked is at the sole discretion of
SIGMA  ENERGY  AND  EXPLORATION  CO.,.  SIGMA  ENERGY  AND EXPLORATION CO. shall
prosecute  the  Re-Work  of  the  Shannon  GG  Lease  Wells  2  and  3
in  a  good and workmanlike manner to: 2500' or depth sufficient to test the San
Andres  Formation  in  one  well.

If  in  re-working  the  Shannon  GG  Lease  Wells  2  and  3
if  in  a  well  any  condition is encountered at less than contract depth which
would  render  further drilling impossible or impractical as determined by SIGMA
ENERGY  AND  EXPLORATION  CO.  SIGMA  ENERGY AND EXPLORATION CO., shall have the
right  to  cease  operations  and  plug  the  well(s)  under  such  conditions.
Participant  shall  pay  his/her  pro rata share or portion of whatever costs is
incurred  through  the  costs  of plugging such well(s) and this agreement shall
terminate  only  as to that well(s) so affected without further liability on the
part  of  either  party  hereto  and with each party being relieved of all other
obligations,  as  to  the  well(s)  so  affected. If the above conditions occur,
Participant  shall have the option to participate in the drilling of replacement
well(s)  with  the  payment  for  drilling such well(s) being the same as if the
above  conditions  had  not  occurred.  In  he  event  Participant elects not to
participate in the drilling of replacement well(s), Participant agrees to assign
on  demand  to  SIGMA  ENERGY  AND EXPLORATION CO. all his/her right, title, and
interest  in  and  to  the  drilling  unit  of  the  replacement  well(s).

If  the  re-working  of  the  Shannon  GG  Lease  Wells  2  and  3
is  not  commenced  because of conditions beyond the control of SIGMA ENERGY AND
EXPLORATION CO., then SIGMA ENERGY AND EXPLORATION CO., shall be relieved of the
obligation  to  re-work

The  Shannon  GG  Lease  Wells  2  and  3,
and  to  deliver  to  the  Participant  any  assignment  of the SIGMA ENERGY AND
EXPLORATION  CO., Divide Assignment, and SIGMA ENERGY AND EXPLORATION CO., shall
refund any consideration Participant paid therefore as set out in Article III B.
of  the  Operating Agreement and Participant shall be relieved of the obligation
to  pay  SIGMA  ENERGY  AND  EXPLORATION  CO.  any other sums of money as herein
specified.

D.  SIGMA  ENERGY AND EXPLORATION CO.,., as Controlling Operator, shall make all
decisions  except  those  particularly  set  forth  within  this  Participation
Agreement,  which  decision  shall be binding upon Participant, SIGMA ENERGY AND
EXPLORATION  CO.,  shall  not  be  liable  to Participant for any such decision,
except  for  gross  negligence  or  willful  misconduct.

III.  COSTS

Attached  to  this  Agreement is the Authority For Expenditure (AFE) relative to
the  costs  of  the  initial  test  well(s).  The  Initial  re-work  of  the
Shannon  GG  Lease  Wells  2  and  3  includes  the  working  interest
through  the tanks are on a best efforts basis to the Participant. Operator will
charge  Participant  for  re-working on the basis of one-third (1/3) of the cost
incurred  (for  drilling  and  completion)  for one-quarter (1/4) of the working
interest.

As  consideration for the assignment of the aforementioned interest in the SIGMA
ENERGY  AND  EXPLORATION  CO.,  Leases, Participant shall pay, contemporaneously
with  the  execution  of  this  Participation  Agreement, the sum of $ 40,000.00
(Forty  Thousand  USD)
All  monies  received  toward  the  AFE  shall  be  used  in the maintaining and
operations  of  the  well,  lease and road and equipment pertaining to the well.


IV.  MANUAL  OPERATIONS  OR  ABANDONMENT  AFTER  REACHING  CONTRACT  DEPTH

After  the  re-work  of  the  Shannon  GG  Lease  Wells  2  and  3
,  SIGMA  ENERGY  AND  EXPLORATION  CO.,  shall make a copy of all Data and made
available  to  Participant  or  his/her  representative at the well site. Within
twelve  (12)  hours  after the Data has been made available and SIGMA ENERGY AND
EXPLORATION  CO., has completed such open hold evaluation procedures in the well
as  SIGMA  ENERGY  AND  EXPLORATION  CO., deems to be warranted under prevailing
conditions,  then  SIGMA  ENERGY  AND  EXPLORATION CO., recommends an attempt to
complete  the  well(s), conduct other tests, or to plug and abandon the well(s).
If  none  of  the  parties  who  are  bearing  the  cost  of  the  divide

Well  desire  to  attempt  completion  of  the  well(s),  then  SIGMA ENERGY AND
EXPLORATION  CO.  at  its  option,  will  either plug and abandon the well(s) or
attempt  completion  on  its own, in which case Participant agrees to assign all
the  right,  title,  and interest in and to the affected well(s) to SIGMA ENERGY
AND  EXPLORATION  CO.  If SIGMA ENERGY AND EXPLORATION CO. elects to abandon the
well(s),  the  costs of such abandonment shall be done in the same proportion as
the  costs  of  completion would have been borne by SIGMA ENERGY AND EXPLORATION
CO.  and  Participant.

Should  SIGMA  ENERGY  AND  EXPLORATION  CO., and Participant elect to attempt a
re-completion of the well(s) after concluding evaluation, then all costs, risks,
and  expenses  of  whatever nature incurred in connection with the well(s) after
SIGMA  ENERGY  AND  EXPLORATION  CO., makes its recommendation shall be borne in
proportions  of
5.333/24ths  by Participant and the balance by SIGMA ENERGY AND EXPLORATION CO.,
and  others  who  may  be  participating  with  SIGMA ENERGY AND EXPLORATION CO.

V.  ADDITIONAL OPERATIONS BY LESS THAN ALL PARTIES AFTER REACHING CONTRACT DEPTH

After  the  re-work  of the Shannon GG Lease Wells 2 and 3 if fewer than all the
parties  hereto  elect to set production casing and attempt a completion well(s)
as  an oil or gas producer (a completion proposal shall have priority over other
proposal(s),  then  those  parties  electing  to  set  production  casing  for a
completion attempt on their test well(s) may do so, but only at their sole cost,
risk  and  expense  in  their  increased  proportionate  interests.

Upon  commencement of such further operation in there-work of the Divide Well in
which  any party has elected not to participate ("non-participating party"), the
non-participating  party  shall, by virtue of refusal to participate, relinquish
to SIGMA ENERGY AND EXPLORATION CO. all of non-participating party's interest in
and  to  said  test  well(s).

Should  any  party  propose  the drilling of an additional or subsequent well(s)
upon  the  hereinafter-described  acreage, after the re-work of wells 2 and 3 of
this  agreement  and  completed as a producer, or plugged and abandoned as a dry
hole, then SIGMA ENERGY AND EXPLORATION CO. shall furnish to all parties and AFE
reflecting  the  estimated  cost of drilling and completing such thereto. Within
ten (10) days following the receipt of the AFE and accompanying data, each party
shall  elect whether or not to participate in the drilling of such subsequent or
additional well by notifying SIGMA ENERGY AND EXPLORATION CO. in writing. Should
a  party fail to furnish timely notice of his/her election that shall constitute
a  conclusive  presumption  by  the other parties that he/she has elected not to
participate  in  such  well.

D.  It  is  hereby  agreed  that any party who elects not to participate in such
subsequent  or  additional  well  shall  assign  by recordable instrument all of
his/her right, title and interest in and to the acreage ascribed to the drilling
unit established for the subsequent or additional well, according to the spacing
pattern  required  or  permitted  by  the applicable regulatory authority having
jurisdiction.

The  provisions  of  Paragraphs A and B of this Article V regarding an attempted
completion  to  any  attempted  completion  of the initial test well(s) shall be
equally  applicable  to any attempted completion of any subsequent or additional
well(s)  drilled  hereunder.  The  provisions  of Article V shall govern when in
conflicts  with  the  Operating  Agreement.


                           INFORMATION TO BE FURNISHED

SIGMA  ENERGY  AND EXPLORATION CO. shall notify Participant when actual drilling
of  the  re-work  of  the  Shannon GG Lease Wells 2 and 3 is commenced and shall
furnish  Participant with a copy of the plat of location. During the drilling of
the well(s), Participant and Participant's duly authorized representatives shall
have  access  at  their  own risk at all times to the derrick floor and shall be
given  any  available  information  requested  regarding  the well(s), including
current  daily drilling reports. Participant shall be given timely notice of all
tests  to  include  running  of  logs  in order for Participant to be present if
he/she so desires. Participant shall notify SIGMA ENERGY AND EXPLORATION CO., in
writing of the name and address of each of his/her authorized representatives if
such  person  or  persons  are  to  represent  Participant  on  the  drill site.

                              RECORDABLE ASSIGNMENT

Upon  request  by Participant after re-work of wells 2 and 3, Shannon GG Estate,
Crockett  County, Texas and Participant has SIGMA ENERGY AND EXPLORATION CO. all
sums  due,  including completion monies, SIGMA ENERGY AND EXPLORATION CO., shall
deliver  to Participant a recordable assignment of Participant's interest in the
SIGMA  ENERGY  AND EXPLORATION CO. leases. The recordable assignment will not be
sent  to  the  Participant until SIGMA ENERGY AND EXPLORATION CO., has completed
the  well(s)  as  a  producer.  No  assignments  will  be  given  for dry holes.

                               OPERATING AGREEMENT

Simultaneously  with  the execution of this Participation Agreement, Participant
and  SIGMA  ENERGY  AND  EXPLORATION CO. as Operator, shall execute the attached
Operating  Agreement,  attached hereto as Exhibit "C," which shall be applicable
to  all  operations  hereunder.  The  Operating Agreement shall cover all of the
SIGMA  ENERGY  AND  EXPLORATION  CO.  leases  referred  to  in Section 1 of this
Participation Agreement. Should there be any conflict of provisions between this
Participation  Agreement  and  the  Operating  Agreement,  this  Participation
Agreement  shall  prevail.


                                    INSURANCE

At all times while conducting under this agreement, SIGMA ENERGY AND EXPLORATION
CO.,  or the designated Operator for the account of Participant and SIGMA ENERGY
AND  EXPLORATION CO., and others participating with SIGMA ENERGY AND EXPLORATION
CO.,.  The  Drilling  Contactor  shall  maintain Comprehensive General Liability
Insurance  with  a  combined  single  limit  of  $500,000.00  per occurrence and
aggregate  for  bodily  injury  and/or  property  damage.

                                OPERATIONS COSTS

SIGMA  ENERGY  AND EXPLORATION CO., and participant agrees that SIGMA ENERGY AND
EXPLORATION CO., will act as Operator to produce each well for the sum of __ not
more  than $750.00 _____ ---------------------- per month for a period of twelve
(12)  months  from  the  first  month after completion. Operations costs will be
negotiated  after  the  initial twelve (12) month period. This fee includes only
routine  administrative  service  and  routine well maintenance. All third party
services,  including pumper, well workovers, major replacement parts and/or well
service  is  not  included,  and will be billed to the Participant on a pro-rata
basis.

                                     NOTICES

All  notices  and  reports  to  be  furnished or given hereunder shall be at the
following  addresses:

                 SIGMA ENERGY AND EXPLORATION CO. 203 Milam St.

                       San Antonio TX 78202 PARTICIPANT -
                      Diversified Financial Resources Corp
                                 8565 Aero Drive
                                    Suite 221
                               San Diego, CA 92123

Provided,  however,  that  if  Participant has a representative at the well, any
notice  or  recommendation  required  to  be  given  or made by SIGMA ENERGY AND
EXPLORATION  CO.,  shall  be  made  to Participant's representative at the well.

                                 XII. ACCEPTANCE

This agreement shall not be binding upon SIGMA ENERGY AND EXPLORATION CO., until
Participant  has  indicated  acceptance  of  the  terms  and  provisions  herein
contained by execution in the space provided below and returned a fully executed
Operating  Agreement  with  this  Participation  Agreement  to  SIGMA ENERGY AND
EXPLORATION CO., within five (5) days from the date this Participation Agreement
is  delivered  to Participant, together with Participant's check for the payment
called  for  in  Article  III.B  above.

Very truly yours,
/s/ Rod Johnson
Operations and General Manager


                        SIGMA ENERGY AND EXPLORATION CO.

                    DELIVERED THIS DAY 30TH DAY OF Sept.,2005
              APPROVED AND ACCEPTED THIS THE 30TH DAY OF  Sept 2005

BY /s/ Rod Johnson
Rod Johnson
Manager
SSN or TAX ID Number 74-2093426

Agreed  on:
/s/  Dennis  Thompson
Dennis  Thompson,  President
     Date:     Sept  30,  2005  Dennis  Thompson,  President
Tax  Id.  Number  58-2027283
Legal  Address  and  Name  Assignment  Will  BE  Made  To
Name:  Diversified  Financial  Resource Corporation Address: 8765 Aero Dr. Suite
221
San  Diego,  Calif.  92123