JOINT VENTURE AGREEMENT

     This  JOINT  VENTURE AGREEMENT ("Agreement") has been entered into this 6th
day  of  January  1997,  by  and  between  U.S.  Crude  Ltd. ("USCR") and Encore
Productions  ("Encore"),  hereinafter collectively referred to as "the Parties".

     The  purpose  of  this Agreement is to 1) Describe the working relationship
between  the  above  mentioned  parties  with  respect to an oil and gas venture
involving  primary  and  secondary  production  in Kansas and Oklahoma, and also
properties  in  other states that may be acquired as part of this venture, 2) To
detail  the  responsibilities  of each party, and 3) To describe the division of
equity that is produced.  As a result of these operations, a Joint Venture shall
be  formed  for the express purpose of executing the goals and objectives of the
parties.

                                    SECTION 1
                                THE RELATIONSHIP

 1.1    The  relationship  between  these parties is designed to create a united
effort  to  profitably  identify, drill and produce crude oil from oil producing
properties in various oil producing states and to utilize each parties' talents,
expertise,  and  resources  to build a strong business enterprise.  Both parties
will  participate in the organization and structure of the corporation that will
be  formed.  The  parties  will also participate in the management of this newly
formed  Company.

                                    SECTION 2
                           RESPONSIBILITIES OF ENCORE

2.1     Encore  shall  be  responsible  for  providing  the  capital  for  the
acquisition  and  improvement  of the initial oil leases, and shall share in the
management  and  administrative  duties  of  the  Company.

                                    SECTION 3
                            RESPONSIBILITIES OF USCR

3.1     USCR  shall  be  responsible  for providing assistance with locating the
initial  property,  shall  share  in  the  management  and  administrative
responsibilities, and shall perform all work necessary to manage and operate the
oil  leases.  Such  work,  though not herein specifically defined, shall include
daily  maintenance  and  operational  activities  to  ensure that the leases are
functioning  properly  and  producing oil, and running any enhanced oil recovery
operations  deemed  appropriate,  including  steaming.

                                    SECTION 4
                             JOINT RESPONSIBILITIES

4.1     The  parties  will  mutually  agree  upon  the properties selected.  The
parties  will  also  equally  share the cost of drilling any wells, refurbishing
wells,  and  major capital improvements associated with improving the properties
including,  but  not  limited  to,  behind  the  pipe  work,  refracturing, etc.

                                    SECTION 5
                                   THE COMPANY

5.1     The Parties agree to form a Company for the express purpose of executing
the  goals and aspirations of the parties.  The name of the new company shall be
Crude Oil Recovery, and shall be owned by the parties according to the following
formula:  51% owned by Encore, 49% owned by USCR.  Should either party decide to
sell  any  or  all  of their interest in the Company, they must first notify the
other  party  before  offering  it to the general public. Such other party shall
have  five  (5)  business  days  to  match  any  offer  to  purchase.

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                                    SECTION 6
                              DIVISION OF REVENUES

6.1     All  revenue  produced from the operation of Crude Oil Recovery shall be
divided  according  to ownership percentage, namely, 51% going to Encore and 49%
going  to  USCR.  During  the  initial  operations  of the Company, all revenues
generated  by  the joint venture shall be reinvested back into oil production to
effect leasehold improvements, acquire additional leases, etc.  No distributions
of  revenues  shall  be made without the mutual written consent of both Parties.

     This  agreement  constitutes  the  entire understanding between the parties
with  respect  to the subject mater hereof and supersedes all negotiations prior
to  the  execution  hereof,  and  all  preliminary agreements or understandings,
written  or  oral.  No waiver or modification of this agreement shall be binding
unless  it  is  in  writing,  signed  by  both  parties.

In  witness  hereof, the Parties have caused this agreement to be executed as of
the  date  of  this  letter.


U.S.  CRUDE  LTD.,  by                            ENCORE  PRODUCTIONS,  by


/s/Anthony K. Miller                              /s/Paul Blacharski
--------------------                              ------------------
Anthony  K.  Miller                               Paul  Blacharski

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