EXHIBIT 10.2


                             SARATOGA RESOURCES INC,
                               A TEXAS CORPORATION
                          301 CONGRESS AVE, SUITE 1550
                               AUSTIN, TEXAS 78701
                              Phone (512) 478-5717
                               Fax (512) 478-5733

                                 March 22, 1999

Via Telefax (972) 470-0628

Mr. Dave Braman, President
DBX Geophysical Corporation
10134 Panther Ridge
Dallas, Texas 75243

               Re:   Letter Agreement
                     Stonewall Prospect
                     Adcock Farms #1 Well
                     Dawson County, Texas

Dear Mr. Braman:

                                    Article I

         Saratoga  Resources,  Inc., a Texas  Corporation,  301 Congress Avenue,
Suite 1550 Austin,  Texas  78701,  ("Saratoga")  has reviewed the  documentation
prepared and furnished by DBX  Geophysical  Corporation,  10134  Panther  Ridge,
Dallas,  Texas 75243,  ("DBX")  related to the geologic merit and  developmental
potential of the above  referenced  "Prospect" and the associated 29 square mile
Area of  Mutual  Interest,  ("AMI")  as more  fully  identified  on the AMI Plat
attached hereto as Exhibit "A". Saratoga and DBX shall  collectively be referred
to as the ("Parties") and individually as a ("Party").

                                   Article II

         Although DBX is not currently vested with any leasehold interest within
the AMI,  DBX has  access to, and an option to  acquire  ownership  of,  certain
proprietary  3-D seismic  data,  ("Data")  covering the AMI. To  facilitate  the
acquisition  of the Data,  DBX and their  potential  investors have the right to
view,  work,  process  and/or  reprocess the Data within the AMI for the limited
purpose of generating prospects to raise the necessary funds,  (through promoted
working interest participants) to exercise DBX's option to acquire the Data. DBX
has  identified  certain  prospects  located  within the  boundaries of the AMI,
including the prospect  associated with the Adcock Farms #1 Well, ("Adcock Farms
Prospect"). Saratoga is interested in acquiring a license to utilize the Data to
promote  exploration  capital  and entice  the  "Saratoga  Partners",  (promoted
working interest participants acquired by Saratoga for the purpose of developing
prospects  within the AMI),  to invest  such  capital to acquire  the  necessary
leasehold  acreage to develop  the Adcock  Farms  Prospect  and other  prospects
within the AMI.


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                                   Article III

         Now  therefore,  for Ten Dollars,  ($10.00) and other good and valuable
consideration in hand paid by Saratoga,  the receipt and sufficiency of which is
hereby  acknowledged,  DBX grants and conveys to Saratoga the exclusive right to
acquire a license to the Data and all  leasehold  interest in the AMI during the
term of and in  accordance  with this  Agreement.  Saratoga  agrees to make best
efforts to acquire  the Data in  accordance  with this  Agreement  and cause the
Adcock Farms Prospect and other relevant prospects within the AMI to be acquired
and  developed  by the  Saratoga  Partners.  The  Parties  agree  that the first
prospect to be developed  within the AMI shall be the Adcock Farms prospect.  In
consideration of the foregoing,  the Parties agree that the Data acquisition and
proposed  exploration and development of prospects  located within the AMI shall
be in  accordance  with  the  following  terms  and  conditions  of this  Letter
Agreement, ("Agreement").

                                   Article IV

         Upon execution of this Agreement, Saratoga shall commence the necessary
due  diligence  to  determine  the  status of record  title,  the  status of the
leasehold  estate and the rights of any  parties  vested with an interest in the
Adcock Farms Prospect, including the rights of any parties conducting operations
thereon.  The Parties agree that  Saratoga  shall not acquire legal title to any
leasehold  interest in the name of Saratoga.  Saratoga  shall cause the Saratoga
Partners to make best efforts to negotiate  and secure the  leasehold  estate of
any relevant  prospect  from the rightful  owners.  Legal title to the leasehold
interest  acquired  by the  Saratoga  Partners  shall be held in the name of the
individual or entity mutually agreed upon by the Saratoga Partners. In addition,
the  Saratoga  Partners  shall  designate  the party to serve as the operator of
record of any prospect  obtained under the terms of this Agreement.  The Parties
agree that the Saratoga Partners and any entity selected by such parties to hold
legal title to the  acquired  leasehold or selected to be the operator of record
shall be subject to this  Agreement and shall be considered as part of the class
comprising the Saratoga Partners.

                                    Article V

         As  additional  consideration,  Saratoga  agrees to cause the  Saratoga
Partners to deliver a 3% overriding royalty interest, ("Override") to DBX in any
leasehold  acquired by the Saratoga  Partners in the Adcock Farms Prospect.  DBX
shall be entitled to an Assignment  of the Override  from the Saratoga  Partners
upon request.  The Override  shall be  proportionately  reduced to the leasehold
interest originally  acquired by the Saratoga Partners.  Under the terms of this
Agreement,  all such  leases  shall be subject  to the  Override  when  acquired
whether  or not a formal  assignment  has been  executed  and  delivered  by the
Saratoga Partners to DBX.


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<PAGE>

                                   Article VI

         The Parties agree that DBX shall be free to view, work,  process and/or
reprocess  the Data within the AMI during the term of this  Agreement.  However,
DBX grants to and agrees that Saratoga shall be vested with an exclusive  option
to  acquire  any  prospect  generated  by DBX  within  the AMI.  In the even DBX
generated  additional  prospects  within the AMI,  other  than the Adcock  Farms
Prospect, ("Additional Prospects") DBX shall present the final prospect package,
including all relevant  data,  to Saratoga  after which  Saratoga  shall have an
option for 30 days,  ("Option Period") to review the data,  collaborate with DBX
on the merits of the prospect and conduct any other necessary due diligence.  In
the event Saratoga timely a properly exercises their option by giving DBX notice
within the option  period of their  election  to  participate  in the  prospect,
Saratoga  shall  have 120 days  from the end of the  option  period  in which to
commence  operations on the  prospect.  In the event  operations  are not timely
commenced  and the Parties do not mutually  agree to an extension of the 120 day
period,  DBX shall be free to promote the prospect to any outside third party or
parties. DBX shall be entitled to a 3% override on any leasehold acquired by the
Saratoga  Partners  in any  Additional  Prospects  generated  and  submitted  to
Saratoga by DBX in  accordance  with this  Agreement.  The Parties agree that no
more than one prospect may be presented at any one time during either the option
period or the 120 day period in which  operations  are to be commenced or during
any period in which operations are being conducted on a proposed prospect.

                                   Article VII

         In the event the Saratoga  Partners  acquire any leasehold  interest in
Additional  Prospects and operations  are not commenced on such prospect  within
the required 120 day period, or any extension thereof mutually agreed to between
the  Parties,  any  promotion  by DBX to a third  party  shall  include the cost
incurred by the Saratoga  Partners  prior to  commencement  of any operations by
either  DBX or any third  party.  After  timely  receipt  of such  payment,  the
Saratoga  Partners shall assign the leasehold  interest to the parties tendering
timely payment therefore.

                                  Article VIII

         As additional consideration, Saratoga agrees to pay DBX $100,000.00 for
the seismic Data in accordance with the following payment schedule.

         (a)   Saratoga  shall  tender  $25,000.00  to DBX for the Data upon the
               spudding or  commencement of the drilling  operations  associated
               with the first prospect to be developed within the AMI, which the
               Parties  agree  shall be the Adcock  Farms  Prospect.  As further
               consideration  for the Data,  DBX  shall  receive  an  additional
               $25,000.00  in the  form  of a  production  payment  out of a 25%
               working interest in the first well.


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         (b)   Saratoga  shall tender an  additional  $25,000.00  to DBX for the
               Data upon the spudding or commencement of the drilling operations
               associated  with the second  well  drilled  under this  Agreement
               whether  it being  the  Adcock  Farms  Prospect  or a  subsequent
               prospect within the AMI. As further  consideration  for the Data,
               DBX  shall  receive  an  additional  $25,000.00  in the form of a
               production  payment out of a 25%  working  interest in the second
               well.

                                   Article IX

         If either one of the first two wells  drilled by the Saratoga  Partners
within the AMI result in a dry hole,  or if prior to achieving  payout of either
of  the  $25,000.00  production  payments  either  one of the  first  two  wells
referenced above, fails to maintain production in paying quantities or otherwise
ceases to  produce,  or if the well is  offline  but is  capable  of  delivering
production  in paying  quantities  operations  are not conducted on such well or
other actions  taken which would be  sufficient  to  perpetuate  the oil and gas
leasehold  estate  under the terms of the oil,  gas and mineral  lease or leases
covering the property where such well is located,  any portion of the $25,000.00
production  payment  which was not paid out of  production  prior to that  time,
hereinafter  referred to as "deficiency",  may be added to and shall be paid out
of either of the first two wells which is capable of  delivering  production  in
paying quantities. While a well is either in production, or operations are being
conducted  thereon or operations  are being  conducted with regard thereto which
would be  sufficient  to  perpetuate  the  leasehold  estate with regard to each
respective well, no such deficiency shall be applicable.

                                    Article X

         If additional  wells are drilled within the AMI under the terms of this
Agreement  subsequent  to the drilling of the first two wells and  deficiency as
set forth above  exists for either one or both of the first two wells,  then the
Parties agree that the portion of the production  payment/s  which  constitute a
deficiency shall attach to, burden,  carry over and be payable out of 25% of the
working  interest in any subsequent well drilled or developed by Saratoga within
the AMI until the two  $25,000.00  production  payments  are paid in full.  Upon
payout of the  production  payments,  DBX shall have no further  interest in the
working  interest  of any  prospect  within  the AMI  under  the  terms  of this
Agreement  and shall  properly and timely  execute and deliver such  division or
transfer orders, assignments or other such documents as reasonably requested.

                                   Article XI

         The  Parties  agree that DBX shall  only be  entitled  to  receive  the
proceeds associated with the two $25,000.00  production payments out of revenues
generated  from  production  as set forth  above and  neither  Saratoga  nor the
Saratoga Partners shall otherwise be liable to DBX for any deficiency.


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<PAGE>

                                   Article XII

         Prior to  obtaining  a  license  to the Data,  DBX shall  make the Data
available to Saratoga.  DBX shall make best efforts to provide documentation and
assist Saratoga in reviewing,  working,  processing and/or reprocessing the Data
associated  with the AMI.  However,  prior to  obtaining  a license  to the Data
Saratoga shall have the right to view,  work,  process and or reprocess the Data
only  insofar as it relates to the Adcock  Farms  Prospect.  Saratoga  shall not
utilize the Data for any purpose other than development  under the terms of this
Agreement.  Saratoga shall keep the Data  confidential and shall not disseminate
the  Data  or any  information  related  thereto  to any  outside  third  party,
including  the  work  product  generated  by  Saratoga  in  reviewing,  working,
processing and/or reprocessing the Data.

                                  Article XIII

         DBX agrees to deliver to Saratoga a properly  executed  seismic license
to the Data,  ("Seismic  License") at the same time Saratoga timely and properly
tenders the initial  $25,000.00 to DBX upon the spudding or  commencement of the
drilling  operations  associated with the first prospect to be developed  within
the AMI.  Thereafter,  Saratoga  shall be entitled to freely utilize the Data in
accordance with the Seismic License.  The Parties agree that the Seismic License
may be  assignable  to the  Saratoga  Partners  and shall  remain  vested in any
successor  of  Saratoga  by  virtue  of  merger,   consolidation,   liquidation,
reorganization, bulk sale, acquisition or other such transaction.

                                   Article XIV

         This agreement  shall remain in full force and effect for not less than
12 months after proper execution by the Parties hereto, and shall remain in full
force and effect  thereafter with regard to the entire AMI for not less than six
months after the expiration of all Saratoga's leasehold interest in the AMI.

                                   Article XV

         It is mutually agreed by and between the parties hereto that all of the
representations,  covenants, and agreements herein contained shall extend to and
be obligatory upon the heirs,  executors,  administrators,  devisees,  trustees,
assigns of the respective parties hereto.

                                   Article XVI

         If any clause or  provision of this  Agreement  is illegal,  invalid or
unenforceable  under any present or future law, the remainder of this  Agreement
will not be effected  thereby.  It is the intention of the  undersigned  parties
that if any such  provision  is held to be  illegal,  invalid or  unenforceable,
there will be added in lieu  thereof a legal,  valid and  enforceable  provision
which is an similar terms to such provision/s as possible.


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<PAGE>

                                  Article XVII

         This Agreement may be executed in any number of counter parts,  each of
which  when so  executed  and  delivered  will be deemed an  original  and which
together will constitute one and the same instrument. The effective date of this
Letter  Agreement  shall be the  date  the  parties  agree  to and  accept  this
Agreement by dating and affixing their signatures below.

                                  Article XVIII

         If  this is your  understanding  of the  terms  and  provisions  of our
Agreement,  please signify your agreement and acceptance by signing in the space
provided  below and return one (1)  original  of this Letter  Agreement  for our
files.

                                              Sincerely,

                                              Saratoga Resources Inc,
                                              A Texas Corporation



                                              /s/ Thomas F. Cooke
                                              __________________________
                                              Thomas F. Cooke, President

AGREED TO AND ACCEPTED this 5th of April 1999

                                              DBX Geophysical Corporation



                                              /s/ Dave Braman
                                              __________________________
                                              Mr. Dave Braman, President



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