Exhibit 10.1


                      [Bridas Energy USA, Inc. letterhead]



                                 April 30, 2003

Cadence Resources Corporation
P.O. Box 2056
 Walla Walla, Washington 99362

     Re:        Joint  Exploration   Agreement
                Northeast   Logansport  Prospect  (the "Prospect")
                DeSoto Parish, Louisiana

 Gentlemen:

     This  letter  when  accepted  by you  in the  space  provided  below,  will
constitute a joint exploration  agreement that evidences the  understandings and
obligations  between Bridas Energy USA, Inc., a Delaware  corporation  ("BEUSA")
and Cadence Resources Corporation,  a Utah corporation ("Cadence"),  relating to
the exploration and development of the Prospect (this "Agreement").

                               1. PROSPECT LEASES
                               ------------------

     Cadence  is the owner of  leasehold  working  interests  in the oil and gas
leases  covering  lands  located in Sections 27, 28, 33, 34, and the E/2 of both
Sections 29 and 32, T-13-N,  R-15-W,  DeSoto Parish Louisiana,  which leases are
described in Exhibit "A-1 " attached to this Agreement (the "Prospect  Leases").
The lands covered by the Prospect  Leases are depicted by yellow  shading on the
plat  attached  to  this  Agreement  as  Exhibit  "A-2"  (the  "Plat").  Cadence
represents  that, its interests in the Prospect Leases are 100% working interest
and an approximate 80% weighted average net revenue interest.

                           2. PROSPECT ASSEMBLY COSTS
                           --------------------------

     As part of the  consideration  for  Cadence's  execution and return of this
Agreement,  BEUSA  agrees to pay in cash to  Cadence  the sum of  $50,000.  Such
payment  shall  serve  as  reimbursement  for  BEUSA's  share  of the  total  of
geological, overhead, seismic, lease acquisition, drafting, and other generation
costs relating to the assembly of the Prospect.  All subsequent  acquisitions of
leases on lands covered by the AMI shall be borne proportionately by the parties
hereto according to their proportionate ownership set out below.

<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 2


                              3. INITIAL ASSIGNMENT
                              ---------------------

     Upon  receipt of such  consideration,  Cadence  shall  assign to BEUSA,  by
recordable  conveyance containing a special warranty of title only, an undivided
55%  leasehold  working  interest in the Prospect  Leases.  This  undivided  55%
working  interest  shall be  subject  to its  proportionate  share  of  existing
landowners'  royalties  and an undivided 2%  overriding  royalty  interest to be
assigned by Cadence to the generators of the Prospect.  The reserved  overriding
royalty  interest  shall  be  free of all  cost  and  expense  of  drilling  and
producing,  but shall bear its proportionate share of all severance,  production
and windfall  profits  taxes.  The execution of this  Agreement,  the payment by
BEUSA of the cash  consideration,  the execution by the parties of the Operating
Agreement  described  below,  and  the  execution  by  Cadence  of  the  initial
assignment  above  shall  occur  on or  before  April  30,  2003  at a  mutually
acceptable location (the "Closing").

                              4. ACREAGE SELECTION
                              --------------------

     Within 60 days  from the  execution  date of this  Agreement,  BEUSA  shall
select,  in writing  furnished  to Cadence,  640 acres  covered by the  Prospect
Leases (the "Selection Acreage"), which shall include the location for the first
well to be drilled on the Prospect.  The Selection  Acreage shall consist of one
(1) regular  section,  two (2) adjacent  half-sections,  or four (4)  contiguous
quarter sections, each in the shape of a square.

                                 5. INITIAL WELL
                                 ---------------

     As additional consideration for this Agreement, BEUSA agrees to commence or
cause to be commenced the drilling of a well in search of oil and/or natural gas
in commercial  quantities  (the "Initial  Well") on the Selection  Acreage.  The
Initial  Well  will  be  drilled  at a  location  of  BEUSA's  choice.  Drilling
operations  shall be commenced on or before 150 days from the execution  date of
this  Agreement.  The  Initial  Well shall be drilled in a good and  workmanlike
manner to a depth of 10,000 feet or to the Cotton Valley formation, whichever is
the lesser depth (the  "Contract  Depth").  The Initial Well shall be drilled at
the sole risk and  expense  of BEUSA  through  completion  and,  if such well is
successfully completed as a producer of oil and/or gas in commercial quantities,
into the tanks or pipeline  connection  without  cost to Cadence.  Should  BEUSA
elect to abandon the Initial Well, before or after making a completion  attempt,
Cadence will have the right to assume operations thereof at its own risk for its
own account and will not deliver the Secondary Assignment provided below.

                  6. SECONDARY ASSIGNMENT FOLLOWING INITIAL WELL
                  ----------------------------------------------

        In addition to the 55% working interest in the Prospect Leases, as
conveyed by the initial assignment in Paragraph 3, Cadence hereby agrees to
convey an additional 20% working interest in




<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 3


the  Prospect  Leases when the Initial  Well has been  drilled to the  objective
depth  described  in paragraph 5 (the  "Secondary  Assignment").  The  Secondary
Assignment shall be limited to the Selection Acreage and shall be subject to its
proportionate  share of  existing  landowners'  royalties  and an  undivided  2%
overriding royalty interest.  The reserved  overriding royalty interest shall be
free of all cost and  expense  of  drilling  and  producing,  but shall bear its
proportionate share of all severance, production and windfall profits taxes.

                             7. OPERATING AGREEMENT
                             ----------------------

     Following  completion  of the  Initial  Well as a  producer  of oil  and/or
natural gas, all operations  hereunder shall be conducted  pursuant to the terms
and  provisions of the A.A.P.L.  Form 610-1989  Model Form  Operating  Agreement
attached  hereto as Exhibit "B" (the  "Operating  Agreement"),  naming  BEUSA as
Operator.  BEUSA and Cadence agree to execute and file for record the Model Form
Recording Supplement to the Operating Agreement and Financing Statement attached
to the  Operating  Agreement.  Each  party  agrees to abide by all of the terms,
provisions and conditions thereof; provided, however, in the event of a conflict
between the terms of this  Agreement and those of the Operating  Agreement,  the
terms and  provisions  hereof shall  prevail.  The  percentage  interests in the
Prospect  Leases to be owned by the parties to this  Agreement  are set forth as
follows:

Selection Acreage
-----------------
At closing

         BEUSA
                                                                           55%

         Cadence                                                           45%*
                                                                       ---------
                                                                          100%

Upon Designating Selection Acreage

         BEUSA                                                             75%

         Cadence                                                           25%*
                                                                       ---------
                                                                          100%

All Other Acreage
-----------------
At Closing and Thereafter

         BEUSA
                                                                           55%

         Cadence                                                           45%
                                                                       ---------
                                                                          100%



<PAGE>



Cadence Resources Corporation
April 30, 2003
Page 4


*    Cadence's interest in the Initial Well shall be a carried working interest.
     As  such,  Cadence  shall  not  pay  or  bear  any  costs  related  to  the
     exploration,  drilling, testing,  equipping,  completing, and producing the
     Initial Well,  and that such  interest  shall be cost-free to Cadence as to
     the oil and condensate  produced through the initial deposit of such oil or
     condensate  into the tanks,  and, as to gas  produced,  through the initial
     delivery  of gas to the  purchaser  of same;  provided,  however,  (i) that
     Cadence  shall  have to pay and bear its  proportionate  share of the costs
     related to the  operation and  maintenance  of the Initial Well which occur
     subsequent  in time to the initial  deposit of oil or condensate or initial
     delivery of such gas and (ii) that Cadence  shall also have to pay and bear
     its proportionate share of the costs related to the recompleting, reworking
     or plugging back of the Initial Well once completed as a producer of oil or
     gas, as well as all of the costs  related to the drilling and  producing of
     any wells subsequent to the Initial Well.

                               8. SUBSTITUTE WELL
                               ------------------

     In the event the Initial Well fails to reach Contract Depth, BEUSA shall be
entitled to notify Cadence of the drilling of a "Substitute  Well." A Substitute
Well shall be any well  drilled as an attempt to reach  Contract  Depth,  in the
event the  Initial  Well  failed to reach  Contract  Depth.  Such notice must be
submitted in writing to Cadence  within  thirty (30) days from the date that the
Initial Well is abandoned.  The Substitute  Well shall be drilled under the same
terms and conditions applicable to the Initial Well.

                                9. NONPERFORMANCE
                                -----------------

     Should  BEUSA  fail or  refuse to drill  the  Initial  Well in the time and
manner as provided  above  (subject to standard  regional  conditions  affecting
ability to gain access to the drillsite  with a suitable  drilling  rig),  BEUSA
shall forfeit all rights only in the Prospect  Leases and this  Agreement  shall
terminate.  BEUSA  agrees to reconvey to Cadence all of its working  interest in
the  Prospect  Leases,  free and clear of any  encumbrances  or burdens  created
subsequent to its acquisition of such working interest.

                     10. AREA OF MUTUAL INTEREST PROVISIONS
                     --------------------------------------

     The Plat attached hereto as Exhibit "A-2" contains a description of an area
which  shall be an Area of Mutual  Interest  (sometimes  the "AMP")  between the
parties  hereto.  The  AMI is  delineated  on the  Plat by a  heavy,  bold-faced
boundary  line and is  intended  to be  located  one-half  mile  from all of the
outer-most  boundaries of the Prospect  Leases.  If any party hereto  acquires a
leasehold, mineral or royalty interest, farmout, seismic and/or drilling option,
including an extension or renewal of a Prospect Lease subject to this Agreement,
either  directly or  indirectly,  located  wholly or partly  within said Area of
Mutual  Interest,  after the execution of this  Agreement and during the term of
and until  the  Prospect  Leases  and/or  interests  subject  to this  Agreement
terminate,  the acquiring party shall advise the other parties hereto in writing
of such acquisition, including the location of the


<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 5


acreage  acquired and a full  description of the leases,  interests and terms of
such acquisition,  including the purchase price. The party receiving such notice
shall,  within thirty (30) days after  receipt of notice (or within  seventy-two
(72)  hours  thereafter  when  there is a well  drilling  or  other  exploration
activity in the area,  the  information  from which will affect the value of the
interest offered),  advise the acquiring party whether it elects to purchase its
share (such share being equal to the working  interest owned at such time by the
party in the Prospect Leases) of the acquired interest,  and, if so, such notice
shall be  accompanied by payment for its share of such acquired  interest.  Upon
receipt of such  payment,  the  acquiring  party shall  immediately  execute and
deliver to such other party an assignment,  with special  warranty of title,  of
such party's interest in the leasehold or other interest so acquired, insofar as
such  interest  covers lands  located  within the AMI, and such  interest  shall
thereupon become subject to this Agreement.  If the notified party elects not to
purchase such  interest,  the interest  acquired  shall be free and clear of the
terms of this Agreement.

     In the event more than two (2) parties  ever own the Prospect  Leases,  the
provisions  hereof shall not apply to acquisitions by any party hereto of a part
or all of the  interest  owned by any other  party  hereto or  acquisitions  via
mergers,  corporate  reorganizations or through consolidations with a subsidiary
or affiliated company, partnership or individual.

                                11. MISCELLANEOUS
                                -----------------

     (a) This  Agreement is not intended to create and shall not be construed as
creating a mining partnership or joint venture between the parties.  For federal
income tax purposes this  Agreement will be subject to the provisions set out in
Article IX of the Operating Agreement.

     (b) Nothing herein shall be construed as  authorization of one party hereto
to act as general  agent for the other party nor to permit  either  party to act
for or on behalf of the other party outside the terms of the Agreement.

     (c) Time is of the essence of each and every provision of this Agreement.

     (d) The parties  hereto  agree to execute,  acknowledge,  and  deliver,  as
appropriate,  such other and further instruments,  documents,  and assurances as
the other of them may reasonably require to effectuate the purpose and intent of
this Agreement.


<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 6


     (e) All notices,  requests, and other communications  required or permitted
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered  by  hand  (including,  without  limitation,  by  overnight  courier),
transmitted  by  facsimile,  or mailed,  certified  or  registered  mail (return
receipt requested) with postage prepaid to the applicable party as follows:

          Bridas Energy USA, Inc.
          8 Greenway Plaza, Suite 618
          Houston, Texas 77046
          Attention: Mr. Jeff Morris
          Telephone: (713) 965-0010
          Telecopier: (713) 439-0509

          Cadence Resources Corporation
          c/o Lucius C. Geer & Associates
          11211 Katy Freeway, Suite 295
          Telephone: (713) 655-8800
          Telecopier: (832) 358-8446

or to such other persons or entities or addresses as the applicable  party shall
furnish to the other party in writing in accordance with this section.  Delivery
of notices shall be effective only upon actual receipt by the intended recipient
(or in the case of facsimile  transmission,  the completion of such transmission
during the recipient's normal business hours).

     (f) This  Agreement,  and the  legal  relations  among the  parties  hereto
arising from this  Agreement,  shall be governed by and  construed in accordance
with the laws of the State of Texas.

     (g) This Agreement (including the Exhibits hereto and the other instruments
referred to herein)  embodies  the entire  agreement  and  understanding  of the
parties hereto in respect of the subject matter contained  herein;  there are no
restrictions,  promises, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein;  and this  Agreement  supercedes  all
prior  agreements  and  understandings  among the parties  with  respect to such
subject matter.

     (h) Neither this Agreement nor any other agreement  between the parties nor
any  uncertainty  or ambiguity  herein or therein shall be construed or resolved
using any  presumption  against any party hereto or thereto,  whether  under any
rule of construction or otherwise. On the contrary, this Agreement and the other
agreements between the parties have been reviewed by the




<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 7


parties and their  counsel  and, in the case of any  ambiguity  or  uncertainty,
shall be construed  according to the ordinary meaning of the words used so as to
fairly accomplish the purposes and intentions of all parties hereto.

     (i) The headings  contained in this Agreement are inserted for  convenience
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

     (j) Any  controversy or claim arising out of or relating to this Agreement,
or the breach  thereof,  shall be settled by arbitration in accordance  with the
Commercial Arbitration Rules of the American Arbitration  Association ("AAA") by
three (3) arbitrators.  Each party shall appoint one (1) arbitrator who shall be
an impartial and independent  person.  If a party fails to appoint an arbitrator
within  thirty (30) days from the date a Demand to Arbitrate was made under Rule
6, the AAA shall make the appointment of the arbitrator. The two (2) arbitrators
thus appointed shall appoint the third  arbitrator who shall be an impartial and
independent  person.  If said two (2)  arbitrators  fail to  appoint  the  third
arbitrator  within sixty (60) days from the date a Demand to Arbitrate  was made
under Rule 6, the AAA shall make the appointment of the third arbitrator. Should
any of the  arbitrators  appointed die,  resign,  refuse or become unable to act
before a decision is given,  the vacancy shall be filled by the method set forth
in this clause for the original  appointment.  The arbitration  shall be held in
Houston,  Texas.  Judgment  upon the award  rendered by the  arbitrators  may be
entered in any court having jurisdiction thereof.

     (k) This  Agreement  and all of the terms and  provisions  hereof  shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective heirs, successors, representatives and assigns.

     If the foregoing correctly sets forth our agreement relating to the matters
herein,  please  signify by signing  two (2) copies of this  Agreement,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument,  and returning one (1) executed copy to our office
at the address shown above.

                                       Very truly yours,

                                       BRIDAS ENERGY USA, INC.



                                       By: /s/ Jeff Morris
                                           -------------------------------------
                                           General Manager


<PAGE>
Cadence Resources Corporation
April 30, 2003
Page 8


ACCEPTED ND AGREED TO
this 30th day of April, 2003.

CADENCE RESOURCES CORPORATION

/s/ John P. Ryan
-----------------------------
John P. Ryan
Vice President


<PAGE>
                                        EXHIBIT "A"


 Attached to and made a part of that certain Joint Exploration Agreement between
 Bridas Energy USA, Inc.and Cadence Resources Corporation dated April 30, 2003
 but effective May 1, 2003

<TABLE>
<CAPTION>
                                                                             RECORDING DATA
                                                                           DESOTO PARISH, LA
                        LESSOR                          LEASE DATE            REGISTRY NO.
<S>                                                <C>                         <C>
Sybil I. Caston, separate property                 September 1, 2001           590361
Clarice Marie T. Davis, separate property          September 1, 2001           590364
Lawrence H. Davis, et ux                           September 1, 2001           590367
Nora F. Connell                                    September 1, 2001           590366
Betty Jo Tilleux Breaux, separate property         September 1, 2001           590362
Gerald Emerson Tilleux, separate property          September 1, 2001           590365
Mary Belle Smith, separate property                September 1, 2001           590356
Regina Bufkin Cowdin Lynch, separate property      September 1, 2001           590352
Keith Allen Wanamaker, et ux                       September 1, 2001           590353
Eugene Cowdin                                      September 1, 2001           590355
David R. Mason, separate property                  October 1, 2001             590612
Byron G. Cowdin                                    October 1, 2001             590351
Eugene P. Cowdin, Jr.                              October 1, 2001             590354
Smyrna Community Cemetary, Inc.                    October 1, 2001             590358
James Craig Busher, et al                          October 1, 2001             590349
Patrick Keith, et ux                               November 1, 2001            590617
Smyrna Presbyterian Church, Inc.                   November 1, 2001            590357
Annette Mason Green, separate property             November 1, 2001            590615
Audrey Jean Haymond, separate property             November 1, 2001            590618
Virginia Sue Jernigan, separate property           November 1, 2001            590563
Jerry Edwin Jones, separate property               November 1, 2001            590360
Mrs. Kay Jones Jarratt, separate property          November 1, 2001            590347
Joan J. Busher, separate property                  November 1, 2001            590348
Jody Kirk Busher, separate property                November 1, 2001            590350
Martin Timber Company, L.L.C.                      November 1, 2001            590610
Susan J. Uyehara, separate property                September 1, 2001           590611
Kay Billingsley Schmidt, et al                     September 1, 2001           590342
Robert R. Billingsley, separate property           September 1, 2001           590343
Joe Lynn Billingsley, separate property            September 1, 2001           590344
Mary Belle Smith, separate property                September 1, 2001           590337
Cleon Lewis Bryant, separate property              September 1, 2001           590335
Julius A. Jones, separate property                 September 1, 2001           590339
Bobbie D. Jones, separate property                 September 1, 2001           590345
Joe Henry Jones, separate property                 September 1, 2001           590346
Elnois Jones Harrell, separate property            September 1, 2001           590359
Adell Thomas, et ux                                September 1, 2001           590340
Israelite Baptist Church                           September 1, 2001           590341
Kenneth Salley, et ux                              September 1, 2001           590336
Jean Dell Gamble Gajan, separate property          April 4, 2002               596904
Charlotte Ann Wardlaw, separate property           April 4, 2002               596905
Robert David Brossette, et ux                      April 4, 2002               596906
Shelly Evans, separate property                    April 4, 2002               596907
Leon Stanford Gamble, separate property            April 4, 2002               596908
Kay Billingsley Schmidt, separate property         April 4, 2002               596910
</TABLE>

                                  Page 1 of 3



<PAGE>
                                   EXHIBIT "A"


Attached to and made a part of that certain Joint Exploration  Agreement between
Bridas Energy USA, Inc.and Cadence  Resources  Corporation  dated April 30, 2003
but effective May 1, 2003

<TABLE>
<CAPTION>
                                                                             RECORDING DATA
                                                                           DESOTO PARISH, LA
                        LESSOR                          LEASE DATE            REGISTRY NO.
<S>                                                <C>                         <C>
Gay Lenore Gamble Kiossner, separate property      April 4, 2002               596911
Lynette Annette Gamble Stewart, separate
  property                                         April 4, 2002               596912
Robert J. Brown, separate property                 October 1, 2001             590375
J. Melroy Thompson, Marital Trust                  October 1, 2001             590371
AT&N Martinez Land Company, LLC                    October 1, 2001             590372
James Otis McCrery, III, separate property         May 1, 2002                 596909
Garland L. Smith, et ux                            October 1,  2001            590338
Leon Stanford Gamble, separate property            October 1,  2001            590373
Vera Jackson Powell, separate property             October 1,  2001            590377
Willie Louis Jackson, separate property            October 1,  2001            590378
Jennie V. Jackson Hicks, separate property         October 1,  2001            590380
Timothy Marie Jackson Mathews, separate            October 1,  2001            590379
  property
Mary Bell Jackson Hall, separate propety           October 1, 2001             590381
Mrs. Dorothy Jean Smith Ware, separate             October 1, 2001             590613
  property
Mrs. Frankie Marie Smith Payne, separate           October 1, 2001             590614
  property
Mrs. Carolyn Yvonne Smith King, separate           October 1, 2001             590616
  property
Nita Faye Lafield Long, separate property          October 1, 2001             590374
Herman Dohrmiere Gamble, separate                  October 1, 2001             590369
  property
Lynn Annette Gamble Stewart, separate              October 1, 2001             596927
  property
Demosthenes Jackson, separate property                                         596928
Donald A. Berube, et ux                            October 1, 2001             590368
Henry Hicks, Jr., separate property                October 1, 2001             590376
Warner J. Sampson, Executor of the Estate          October 1, 2001             590370
 of Henrietta Dixon Sampson, deceased
Regina Bufkin Cowdin Lynch, separate               June 1, 2002                596923
 property
Eugene Cowdin, husband of Bertha Cowdin            July 1, 2002                596913
Jimmy Vance Carter, husband of Terri L.            July 1, 2002                596914
 Barnett Carter
Travis Lynn Taylor, husband of Sharon K.           July 1, 2002                596915
 Bumum Taylor
Shreve Sixty, Inc.                                 July 1, 2002                596916
Lucille B. Denison, widow of Howard G.             July 1, 2002                596917
 Denison
Vickie Lynne Gibbs, separate property              July 1, 2002                596920
Mr. John Leslie Denison, a single man              July 1, 2002                596921
Robin Gibbs Hart, separate property                July 1, 2002                596922
</TABLE>

                                  Page 2 of 3

<PAGE>



                                   EXHIBIT "A"


Attached to and made a part of that certain Joint Exploration  Agreement between
Bridas Energy USA, Inc.and Cadence  Resources  Corporation  dated April 30, 2003
but effective May 1, 2003

<TABLE>
<CAPTION>
                                                                             RECORDING DATA
                                                                           DESOTO PARISH, LA
                        LESSOR                          LEASE DATE            REGISTRY NO.
<S>                                                <C>                         <C>
Travis Lynn Taylor, husband of Sharon K.            July 1, 2002               596929
  Burnum Taylor
Mrs. Mary Gamble Register, separate                 July 1, 2002               596930
  property
Mr. Howard G. "Denny" Denison, husband              July 1, 2002               596918
  of Donna D. Denison
Herman Dohrmiere Gamble, husband of                 August 1,2002              596900
  Debra Brown Gamble
Gary Dale Sullivan, separate property               August 1,2002              596919
Eva Lois Gamble, a single woman                     August 1,2002              596901
Jason Blake Gamble, a single man                    August 1,2002              596902
Eva Law Gamble, widow of Herman D.                  August 1,2002              596903
     Gamble
Samantha Jean Gibbs, a single man                   August 1,2002              596924
Mrs. Marteal Gould Gamble, widow of Ira             August 1,2002              596925
     Gamble
Roy O. Martin Lumber Company, L.P.                August 12, 2002              596926
John Baker Barr                                   April 15, 2003               600333
</TABLE>

                                              END OF EXHIBIT





                                  Page 3 of 3
<PAGE>
                          EXHIBIT A-2 - PLAT - OMITTED