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STOCK PURCHASE AGREEMENT 

    STOCK PURCHASE AGREEMENT, dated as ofApril 2, 2004 (the "Agreement"), by and among TexEn Oil & Gas, Inc., a Nevadacorporation (the "Company"), and the investors listed on the Schedule of Buyersattached hereto (individually, a "Buyer" or collectively "Buyers"). 

W I T N E S S E T H

    WHEREAS, the Company desires to sell the Shares (asdefined below) to Buyers on the terms and conditions set forth herein; and 

    WHEREAS, Buyers desire to purchase the Shares from theCompany on the terms and conditions set forth herein; 

    WHEREAS, contemporaneously with theexecution and delivery of this Agreement, the parties hereto are executing anddelivering a Registration Rights Agreement (the "**Registration RightsAgreement**") pursuant to which the Company has agreed to provide certainregistration rights under the 1933 Act and the rules and regulations promulgatedthereunder, and applicable state securities laws; 

    NOW THEREFORE, in consideration of thepromises and respective mutual agreements herein contained, and other valuableconsideration, the sufficiency of which is hereby acknowledged, it is agreed byand between the parties hereto as follows: 

ARTICLE 1 SALE AND PURCHASE OF SHARES 

    1.1 Sale and Purchase of Shares.Upon the terms and subject to the conditions hereinafter set forth, at theClosing (as hereinafter defined), the Company shall sell, transfer and deliverto Buyers, and Buyers shall purchase and acquire from the Company, 2,000,000shares of Common Stock (the "Shares"), of the Company. The Shares shall be dulyauthorized and, upon issuance in accordance with the terms hereof, shall bevalidly issued, fully paid and nonassessable, free from all, taxes, liens andcharges with respect to the issue thereof. 

    1.2 Instruments of Conveyance andTransfer. At the Closing, the Company shall deliver to Buyers a certificateor certificates in the name of each Buyer and in denominations as set forth onthe Schedule of Buyers, evidencing the Shares, as shall be effective to vest inBuyers good, valid and marketable title in and to all of the Shares (the "StockCertificates"). 

    1.3 Purchase Price. In consideration for the saleof the Shares, Buyers shall pay to the Company an aggregate purchase price of$100.00 (the "Purchase Price"). The Purchase Price 

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shall be payable in its entirety by Buyers to the Company atthe Closing by wire transfer to accounts designated by the Company, Buyershereby agree to execute a subscription agreement or other similar agreement asrequired by the Company of any purchasers of new shares of stock. 
**ARTICLE 2 REPRESENTATIONS OF BUYERS
    2.1 Buyers hereby represent and warrant to the Company asfollows: 

    (a) Buyers acknowledge that the Shareswill be "restricted securities" (as such term is defined in Rule 144 promulgatedunder the Securities Act of 1933, as amended (the "Act")), and the Shares willinclude the restrictive legend set forth in Section 3.2 hereof or one similar toit. 

    (b) Buyers have the full right, power andauthority to enter into this Agreement and to carry out and consummate thetransactions contemplated hereby. This Agreement constitutes the legal, validand binding obligation of Buyers enforceable in accordance with its terms. 

    (c) (i) Buyers acknowledge that investmentin the Shares involves substantial risks and is suitable only for persons ofadequate financial means who can bear the economic risk of an investment in theShares for an indefinite period of time. 

          (ii) Buyers further represent that: (A) each Buyer is acquiring the Shares forits own account, for investment purposes only and not with a present view towardresale, assignment or distribution thereof; (B) it is an "accredited investor";(C) it has such knowledge and experience in financial, tax and business mattersthat it is capable of evaluating the merits and risks of an investment in theShares; and (D) has been given the opportunity to ask questions of and toreceive answers from persons acting on the Company's behalf concerning the termsand conditions of this transaction and also has been given the opportunity toobtain any additional information which the Company possesses or can acquirewithout unreasonable effort or expense. 
**ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    3.1 The Company represents and warrants to each of theBuyers that: 

    (a) Organization and Qualification. The Company andits subsidiaries are corporations duly organized and validly existing in goodstanding under the laws of 

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the jurisdiction in which they are incorporated, and have therequisite corporate power to own their properties and to carry on their businessas now being conducted. Each of the Company and its subsidiaries is dulyqualified as a foreign corporation to do business and is in good standing inevery jurisdiction in which the nature of the business conducted by it makessuch qualification necessary, except to the extent that the failure to be soqualified or be in good standing would not have a material adverse effect on theCompany and its subsidiaries taken as a whole. 

    (b) Authorization, Enforcement,Compliance with Other Instruments. (i) The Company has the requisitecorporate power and authority to enter into and perform this Agreement, theRegistration Rights Agreement and any related agreements, and to issue theCommon Stock, in accordance with the terms hereof and thereof, (ii) theexecution and delivery of this Agreement, the Registration Rights Agreement andany related agreements by the Company and the consummation by it of thetransactions contemplated hereby and thereby, including without limitation theissuance of the Common Stock, have been duly authorized by the Company's Boardof Directors and no further consent or authorization is required by the Company,its Board of Directors or its stockholders, (iii) this Agreement, theRegistration Rights Agreement, and any related agreements have been dulyexecuted and delivered by the Company, and (iv) this Agreement, the RegistrationRights Agreement and any related agreements constitute the valid and bindingobligations of the Company enforceable against the Company in accordance withtheir terms, except as such enforceability may be limited by general principlesof equity or applicable bankruptcy, insolvency, reorganization, moratorium,liquidation or similar laws relating to, or affecting generally, the enforcementof creditors' rights and remedies. 

    (c) Capitalization. As of the datehereof, the authorized capital stock of the Company consists of 100,000,000shares of Common Stock, of which as of the date hereof 89,767,643 shares ofCommon Stock were issued and outstanding. All of such outstanding shares havebeen validly issued and are fully paid and nonassessable. Except as disclosed inthis Agreement or the SEC Documents (as defined below), no shares of CommonStock or preferred stock are subject to preemptive rights or any other similarrights or any liens or encumbrances suffered or permitted by the Company. Exceptas disclosed in this Agreement or the SEC Documents, as of the effective date ofthis Agreement, (i) there are no outstanding options, warrants, scrip, rights tosubscribe to, calls or commitments of any character whatsoever relating to, orsecurities or rights convertible into, any shares of capital stock of theCompany or any of its subsidiaries, or contracts, commitments, understandings orarrangements by which the Company or any of its subsidiaries is or may becomebound to issue additional shares of capital stock of the Company or any of itssubsidiaries or options, warrants, scrip, rights to subscribe to, calls orcommitments of any character whatsoever relating to, or securities or rightsconvertible into, any shares of capital stock of the Company or any of itssubsidiaries, (ii) all debt that was disclosed in the SEC Documents have beenrepaid and there are no other 

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outstanding debt securities or any other debt which would berequired to be reported in the Company's financial statements and (iii) exceptas set forth in the Company's SEC Documents, there are no agreements orarrangements under which the Company or any of its subsidiaries is obligated toregister the sale of any of their securities under the 1933 Act (except theRegistration Rights Agreement). There are no securities or instrumentscontaining anti-dilution or similar provisions that will be triggered by theissuance of the Common Stock as described in this Agreement. 

    (d) No Stock Issuances or Amendments toCertificate of Incorporation and Bv-Laws. For as long as the Buyers holdcommon stock of the Company purchased hereunder or as collateral for payment ofindebtedness, the Company shall not issue new shares of corporate stock or amendthe Company's Certificate of Incorporation, as amended and as in effect on thedate hereof (the **"Certificateof Incorporation"**), andthe Company's By-laws, as in effect on the date hereof (the **"By-laws"**),****without the express written consentof any Buyers who still hold such shares of stock. 
    (e) Issuance of Securities. TheCommon Stock to be issued to the Buyers is duly authorized and, upon issuance inaccordance with the terms hereof, shall be validly issued, fully paid andnonassessable, free from all taxes, liens and charges with respect to the issuethereof, with the holders being entitled to all rights accorded to a holder ofCommon Stock. 

    (f) No Conflicts. Except asdisclosed in the SEC Documents, the execution, delivery and performance of thisAgreement by the Company and the consummation by the Company of the transactionscontemplated hereby will not (i) result in a violation of the Certificate ofIncorporation or By-laws or (ii) conflict with or constitute a default (or anevent which with notice or lapse of time or both would become a default) under,or give to others any rights of termination, amendment, acceleration orcancellation of, any material agreement, indenture or instrument to which theCompany or any of its subsidiaries is a party, or result in a violation of anylaw, rule, regulation, order, judgment or decree (including federal and statesecurities laws and regulations and the rules and regulations of the principalmarket or exchange on which the Common Stock is traded or listed) applicable tothe Company or any of its subsidiaries or by which any property or asset of theCompany or any of its subsidiaries is bound or affected. Neither the Company norits subsidiaries is in violation of any term of or in default under itsCertificate of Incorporation or By-laws or their organizational charter orby-laws, respectively, or any material contract, agreement, mortgage,indebtedness, indenture, instrument, judgment, decree or order or any statute,rule or regulation applicable to the Company or its subsidiaries. The businessof the Company and its subsidiaries is not being conducted, and shall not beconducted in violation of any law, ordinance, regulation of any governmentalentity. Except as specifically contemplated by this Agreement and as requiredunder the 1933 Act and any applicable state securities laws, to the best of theCompany's knowledge, the Company is not required to obtain any 

**4**

consent, authorization or order of, or make any filing orregistration with, any court or governmental agency in order for it to execute,deliver or perform any of its obligations under or contemplated by thisAgreement and the Registration Rights Agreement in accordance with the termshereof or thereof. All consents, authorizations, orders, filings andregistrations which the Company is required to obtain pursuant to the precedingsentence have been obtained or effected on or prior to the date hereof. TheCompany and its subsidiaries are unaware of any facts or circumstances thatmight give rise to any of the foregoing. 

    (g) SEC Documents: FinancialStatements. The Company has filed all reports, schedules, forms, statementsand other documents required to be filed by it with the SEC pursuant to thereporting requirements of the Securities Exchange Act of 1934, as amended (the**"1934**Act") (all of the foregoing filedprior to the date hereof and all exhibits included therein and being hereinafterreferred to as the "**SEC****Documents**").****The SEC Documents complyin all material respects with the requirements of the 1934 Act and the rules andregulations of the SEC promulgated thereunder applicable to the SEC Documents,and none of the SEC Documents, at the time they were filed with the SEC,contained any untrue statement of a material fact or omitted to state a materialfact required to be stated therein or necessary in order to make the statementstherein, in light of the circumstances under which they were made, notmisleading. As of their respective dates, the financial statements of theCompany included in the SEC Documents complied as to form in all materialrespects with applicable accounting requirements and the published rules andregulations of the SEC with respect thereto. Such financial statements have beenprepared in accordance with generally accepted accounting principles,consistently applied> during the periods involved (except (i) as may beotherwise indicated in such financial statements or the notes thereto, or (ii)in the case of unaudited interim statements, to the extent they may excludefootnotes or may be condensed or summary statements) and fairly present in allmaterial respects the financial position of the Company as of the dates thereofand the results of its operations and cash flows for the periods then ended(subject, in the case of unaudited statements, to normal year-end auditadjustments). No other information provided by or on behalf of the Company tothe Buyer which is not included in the SEC Documents contains any untruestatement of a material fact or omits to state any material fact necessary inorder to make the statements therein, in the light of the circumstance underwhich they are or were made, not misleading. 
    (h) Absence of Certain Changes. TheCompany has not taken any steps, and does not currently expect to take anysteps, to seek protection pursuant to any bankruptcy law nor does the Company orits subsidiaries have any knowledge or reason to believe that its creditorsintend to initiate involuntary bankruptcy proceedings. 

    (i) Absence of Litigation. Except as set forth inthe SEC Documents, there is no action, suit, proceeding, inquiry orinvestigation before or by any court, public 

**5**

board, government agency, self-regulatory organization orbody pending or, to the knowledge of the Company or any of its subsidiaries,threatened against or affecting the Company, the Common Stock or any of theCompany's subsidiaries, wherein an unfavorable decision, ruling or finding would(i) have a material adverse effect on the transactions contemplated hereby (ii)adversely affect the validity or enforceability of, or the authority or abilityof the Company to perform its obligations under, this Agreement or any of thedocuments contemplated herein or (iii), except as expressly set forth in the SECDocuments, have a material adverse effect on the business, operations,properties, financial condition or results of operation of the Company and itssubsidiaries taken as a whole. 

    (j) No Undisclosed Events, Liabilities.Developments or Circumstances. No known event, liability, development orcircumstance has occurred or exists, or is contemplated to occur, with respectto the Company or its subsidiaries or their respective business, properties,prospects, operations or financial condition, which could be material but whichis not disclosed in an SEC Document or has not been publicly announced ordisclosed in writing to the Buyer. 

    (k) No General Solicitation.Neither the Company, nor any of its affiliates, nor any person acting on its ortheir behalf, has engaged in any form of general solicitation or generaladvertising (within the meaning of Regulation D under the 1933 Act) inconnection with the offer or sale of the Common Stock. 

    (l) No Integrated Offering. Neitherthe Company, nor any of its affiliates, nor any person acting on its or theirbehalf has, directly or indirectly, made any offers or sales of any security orsolicited any offers to buy any security, under circumstances that would requireregistration of the Common Stock under the 1933 Act or cause this offering ofCommon Stock to be integrated with prior offerings by the Company for purposesof the 1933 Act or any applicable stockholder approval provisions. 

    (m) Employee Relations. Neither theCompany nor any of its subsidiaries is involved in any labor dispute nor, to theknowledge of the Company or any of its subsidiaries, is any such disputethreatened. None of the Company's or its subsidiaries' employees is a member ofa union and the Company and its subsidiaries believe that their relations withtheir employees are good. 

    (n) Intellectual Property Rights.To the best of the Company's knowledge, the Company and its subsidiaries own orpossess adequate rights or licenses to use all trademarks, trade names, servicemarks, service mark registrations, service names, patents, patent rights,copyrights, inventions, licenses, approvals, governmental authorizations, tradesecrets and rights necessary to conduct their respective businesses as nowconducted. Except as set forth in the SEC Documents, none of the Company's 

**6**

trademarks, trade names, service marks, service markregistrations, service names, patents, patent rights, copyrights, inventions,licenses, approvals, government authorizations, trade secrets or otherintellectual property rights have expired or terminated, or are expected toexpire or terminate in the near future. The Company and its subsidiaries do nothave any knowledge of any infringement by the Company or its subsidiaries oftrademark, trade name rights, patents, patent rights, copyrights, inventions,licenses, service names, service marks; service mark registrations, trade secretor other similar rights of others, or of any such development of similar oridentical trade secrets or technical information by others and, except asdisclosed in the SEC Documents, there is no claim, action or proceeding beingmade or brought against, or to the Company's knowledge, being threatenedagainst, the Company or its subsidiaries regarding trademark, trade name,patents, patent rights, invention, copyright, license, service names, servicemarks, service mark registrations, trade secret or other infringement; and theCompany and its subsidiaries are unaware of any facts or circumstances whichmight give rise to any of the foregoing. The Company and its subsidiaries havetaken reasonable security measures to protect the secrecy, confidentiality andvalue of all of their intellectual properties. 

    (o) Environmental Laws. To the bestof the Company's knowledge, the Company and its subsidiaries are (i) incompliance with any and al] applicable foreign, federal, state and local lawsand regulations relating to the protection of human health and safety, theenvironment or hazardous or toxic substances or wastes, pollutants orcontaminants **("Environmental Laws**"), (ii) have received all permits,licenses or other approvals required of them under applicable Environmental Lawsto conduct their respective businesses and (iii) are in compliance with allterms and conditions of any such permit, license or approval. 

    (p) Title. The Company and itssubsidiaries have good and marketable title in fee simple to all real propertyand good and marketable title to all personal property owned by them which ismaterial to the business of the Company and its subsidiaries, in each case freeand clear of all liens, encumbrances and defects except such as are disclosed inthe SEC Documents or such as do not materially affect the value of such propertyand do not interfere with the use made and proposed to be made of such propertyby the Company and its subsidiaries. 

    (q) Insurance. The Company and eachof its subsidiaries are insured by insurers of recognized financialresponsibility against such losses and risks and in such amounts as managementof the Company believes to be prudent and customary in the businesses in whichthe Company and its subsidiaries are engaged Neither the Company nor any suchsubsidiary has been refused any insurance coverage sought or applied for andneither the Company nor any such subsidiary has any reason to believe that itwill not be able to renew its existing insurance coverage as and when suchcoverage expires or to obtain similar coverage from similar insurers as may benecessary 

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to continue its business at a cost that would not materiallyand adversely affect the condition, financial or otherwise, or the earnings,business or operations of the Company and its subsidiaries, taken as a whole.

    (r) Regulatory Permits. The Companyand its subsidiaries possess all certificates, authorizations and permits issuedby the appropriate federal, state or foreign regulatory authorities necessary toconduct their respective businesses, and neither the Company nor any suchsubsidiary has received any notice of proceedings relating to the revocation ormodification of any such certificate, authorization or permit. 

    (s) Internal Accounting Controls.The Company and each of its subsidiaries maintain a system of internalaccounting controls sufficient to provide reasonable assurance that (i)transactions are executed in accordance with management's general or specificauthorizations, (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally acceptedaccounting principles and to maintain asset accountability, (iii) access toassets is permitted only in accordance with management's general or specificauthorization and (iv) the recorded accountability for assets is compared withthe existing assets at reasonable intervals and appropriate action is taken withrespect to any differences. 

    (t) No Materially Adverse Contracts,Etc. Except as disclosed in the SEC Documents, neither the Company nor anyof its subsidiaries is subject to any charter, corporate or other legalrestriction, or any judgment, decree, order, rule or regulation which in thejudgment **of**the Company's officers has or isexpected in the future to have a material adverse effect on the business,properties, operations, financial condition, results of operations or prospectsof the Company or its subsidiaries. Except as disclosed in the SEC Documents,neither the Company nor any of its subsidiaries is a party to any contract oragreement which in the judgment of the Company's officers has or is expected tohave a material adverse effect on the business, properties, operations,financial condition, results of operations or prospects of the Company or itssubsidiaries. 
    (u) Tax**Status. The Company and eachof its subsidiaries has made OT filed all federal and state income and all othertax returns, reports and declarations required by any jurisdiction to which itis subject (unless and only to the extent that the Company and each of itssubsidiaries has set aside on its books provisions reasonably adequate for thepayment of all unpaid and unreported taxes) and has paid all taxes and othergovernmental assessments and charges that are material in amount, shown ordetermined to be due on such returns, reports and declarations, except thosebeing contested in good faith and has set aside on its books provisionreasonably adequate for the payment of all taxes for periods subsequent to theperiods to which such returns, reports or declarations apply. There are nounpaid taxes in any material amount claimed to be due by the taxing authority ofany jurisdiction, and the officers of the Company know of no basis for any suchclaim. 
**8**

    (v) Certain Transactions. Except asdisclosed in the SEC Documents, and except for arm's length transactionspursuant to which the Company makes payments in the ordinary course of businessupon terms no less favorable than the Company could obtain from third partiesand other than the grant of stock options disclosed in the SEC Documents, noneof the officers, directors, or employees of the Company is presently a party toany transaction with the Company (other than for services as employees, officersand directors), including any contract, agreement or other arrangement providingfor the furnishing of services to or by, providing for rental of real orpersonal property to or from, or otherwise requiring payments to or from anyofficer, director or such employee or, to the knowledge of the Company, anycorporation, partnership, trust or other entity in which any officer, director,or any such employee has a substantial interest or is an officer, director,trustee or partner, 

    (w) Fees and Rights of First Refusal.The Company is not obligated to offer the securities offered hereunder on aright of first refusal basis or otherwise to any third parties including, butnot limited to, current or former shareholders of the Company, underwriters,brokers, agents, or other third parties. Except for payments payable to thePlacement Agent or Crescent Fund by the Company, the Company has not enteredinto agreement to pay any brokerage or finder's fees or commissions to anyperson including, but not limited to, any broker, financial advisor orconsultant, finder, placement agent, investment banker, bank or other Personwith respect to the transactions contemplated by this Agreement. The Buyersshall have no obligation with respect to any fees or with respect to any claimsmade by or on behalf of other Persons for fees of a type contemplated in thisSection that may be due in connection with the transactions contemplated by thisAgreement, except to the extent a Purchaser made an agreement to make any suchpayment. 

    (x) Registration Rights. Exceptwith respect to Buyers and the Placement Agent, no person has any right to causethe Company to effect the registration under the Securities Act of anysecurities of the Company. 

    (y) Listing and MaintenanceRequirements. The Company is, and has no reason to believe that it will notin the foreseeable future continue to be, in compliance with all listing andmaintenance requirements of the trading market on which the Common Stock islisted. 

    (z) Form SB-2 Eligibility. The Company iscurrently eligible to use a registration statement on Form SB-2, or anothercomparable form, for the registration of the Shares. 

    3.2 Restrictive Legend. At the Closing, the Companyshall deliver the Stock Certificates to Buyers, which Stock Certificates shallnot be subject to any liens whatsoever, 

**9**

except for the restrictive legend set forth therein, or one similar to it, asfollows: 

"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS COMPLIANCE WITH THE  REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN  EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED OR UNLESS  SOLD PURSUANT TO RULE 144 UNDER THE ACT."**ARTICLE 4 CLOSING AND DELIVERY OF DOCUMENTS
    4.1 Closing. The closing oftransactions contemplated by this Agreement (the "Closing") shall take place atthe offices of Gary B. Wolff, P.C., 805 Third Avenue, 21st Floor, NewYork, NY 10022, at 10:00 a.m., local time, on April 2, 2004 (the "ClosingDate"). The parties hereto may agree to affect the Closing hereunder by mail orvia facsimile.
    4.2 Closing Deliveries by the Company. On or priorto the Closing Date, the Company shall deliver or cause to be delivered toBuyers each of the following documents and instruments:
    (a) the Stock Certificates evidencing the Shares in thename of Buyers and in denominations as set forth on the Schedule of Buyers; and
    (b) all such instruments, documents and certificates asare required to be delivered by the Company or its representatives pursuant tothe provisions of this Agreement.
    4.3 Closing Deliveries by Buyers. On the ClosingDate, Buyers shall deliver or cause to be delivered to the Company each of thefollowing documents and instruments:
    (a) the Purchase Price; and
    (b) all such instruments, documents and certificates asare required to be delivered by Buyers or their representatives pursuant to theprovisions of this Agreement.**ARTICLE 5 **MISCELLANEOUS**
    5.1 Waiver and Amendment. Any term, provision,covenant, representation,
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warranty or condition of this Agreement may be waived, butonly by a written instrument signed by the party entitled to the benefitsthereof. The failure or delay of any party at any time or times to requireperformance of any provision hereof or to exercise its rights with respect toany provision hereof shall in no manner operate as a waiver of or affect suchparty's right at a later time to enforce the same. No waiver by any party of anycondition, or of the breach of any term, provision, covenant, representation orwarranty contained in this Agreement, in any one or more instances, shall bedeemed to be or construed as a further or continuing waiver of any suchcondition or breach or waiver of any other condition or of the breach of anyother term, provision, covenant, representation or warranty. No modification oramendment of this Agreement shall be valid and binding unless it is in writingand signed by all parties hereto.
    5.2 Indemnification. The Companyhereby agrees to save, defend, indemnify and hold harmless Buyers and theirofficers, Directors, stockholders, agents and affiliates (collectively,"Indemnified Parties") from and against any and all demands, claims, losses,damages, liabilities, obligation, costs and expenses of every kind, nature anddescriptions (including, without limitation, reasonable attorneys' fees andexpenses in connection with any action, claim or proceeding relating to suchliabilities), suffered, sustained, incurred or required to be paid at any timeby any of the Indemnified Parties resulting from, arising out of or relating tothe untruth, inaccuracy or breach of any representation, warranty, covenant oragreement of the Company contained in or made pursuant to this Agreement. Therepresentations, warranties, covenants and agreements of the parties under thisAgreement shall survive the Closing
    5.3 Entire Agreement. ThisAgreement sets forth the entire agreement and understanding of the partieshereto with respect to the transactions contemplated hereby, and merges andsupersedes all prior written or oral agreements, arrangements and understandingsrelated to the subject matter hereof. No understanding, promise, inducement,statement of intention, representation, warranty, covenant or condition, writtenor oral, express or implied, whether by statute or otherwise, has been made byany party hereto which is not embodied in this Agreement or the writtenstatements, certificates, or other documents delivered pursuant hereto or inconnection with the transactions contemplated hereby, and no party hereto shallbe bound by or liable for any alleged understanding, promise, inducement,statement, representation, warranty, covenant or condition not set forth.
    5.4 Notices. All notices providedfor in this Agreement shall be in writing signed by the party giving suchnotice, and delivered personally or sent by overnight courier or messenger orsent by registered or certified mail, return receipt requested, or by facsimiletransmission, email or similar means of communication. Notices shall be deemedto have been received on the date of personal delivery, facsimile transmission.,email or similar means of communication, or if sent by overnight courier ormessenger, shall be deemed to have been received on the next delivery day afterdeposit with the courier or messenger, or if sent by certified or registeredmail, return receipt requested, shall be deemed to have been received on thefifth business day after the date of mailing. Notices shall be sent to Buyers tothe respective addresses set forth opposite each Buyers name on the Schedule ofBuyers. Notices shall be sent
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to the Company to the respective address set forth below:**If to the Company:  TexEn Oil & Gas, Inc.                                  10603 Grant Road, Suite 209                                   Houston, TX 77070                                   Attn:   Tatiana Golovina, CEO                                   Fax:     (832) 912-8827
    5.5 Choice of Law and Venue. ThisAgreement shall be governed by, and construed in accordance with, the internallaws of the State of New York, without giving effect to principles of conflictsof law. Each of the parties hereto hereby irrevocably and unconditionallysubmits to the jurisdiction of any Federal or state court sitting in the Stateof New York for purposes of any suit, action or other proceeding arising our ofthis Agreement. Buyers shall be entitled to the specific performance of thisAgreement, and to all available remedies under applicable law.
    5.6 Legal and Non-Ac countable Fees.Except as otherwise provided herein, if a dispute should arise between theparties, then the prevailing party shall be reimbursed by the non-prevailingparty for all reasonable costs and expenses incurred in resolving such dispute,including reasonable attorneys* fees (exclusive of such amount of attorneys'fees as shall be a premium for result or for risk of loss under a contingencyfee arrangement).
    5.7 Taxes. Any income taxesrequired to be paid in connection with any payments due hereunder, shall beborne by the party required to make such payment Any withholding taxes in thenature of a tax on income shall be deducted from payments due, and the partyrequired to withhold such tax shall furnish to the party receiving such paymentall documentation necessary to prove the proper amount to withhold of such taxesand to prove payment to the tax authority of such required withholding,
    5.8 Further Assurances. The partieshereto agree to take, or cause to be taken, all action and to do, or cause to bedone, all things necessary or advisable as may be requested by the other partyfrom time to time following the Closing in order to consummate and makeeffective the transactions contemplated under this Agreement.
    5.9 Counterparts. This Agreement may be executed inone or more counterparts, each of which shall be deemed an original, but all ofwhich shall together constitute one and thesame instrument.*[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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    IN WITNESS WHEREOF, the parties hereto have executed thisAgreement, as of the date first above written. 
 **The Company:**   TEXEN OIL & GAS INC.  
By:     
Name:  Michael Sims    
Title:  VP           **Buyer**          
By:     
Name:     
Title:   
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**SCHEDULE OF****BUYERS**   **Buyer Address****Buyer****Name****and      Facsimile Number**  Platinum Long      Term152 West 57th      StreetGrowth, LLC54thFloor New York, NY      10019 Fax#:      (212)571-1279  Michael      Hamblett34 Waterbury      Ave. Madison, CT      06443 Fax#:      (212)571-1279  SRG Capital,      LLCc/o Mr. Yoav      Roth 120 Broadway 40th      Floor New York, NY      10271 Fax#:      (212)571-1279  Spectra Capital120 Broadway 20th      Floor New York, NY      10271 Fax#:      (212)571-1279

 
**SCHEDULE OF BUYERS**        **Buyer's Name****Address and Facsimile Number      of****Number of Shares of****Aggregate Purchase** **Buyer****Common Stock****Price Paid****to**  **Purchased****Company**              Platinum Long Term     152      West 57th Street 800,000$40.00          Growth, LLC     54th      Floor         New      York, NY 10019        Fax#:      (212)571-1279                Michael Hamblett     34      Waterbury Ave. 500,000$25.00           Madison, CT 06443        Fax#:      (212)571-1279           SRG      Capital, LLC     c/o      Mr. Yoav Roth 400,000$20.00      120      Broadway         40th      Floor        New      York, NY 10271        Fax#:      (212)571-1279                Spectra Capital     120      Broadway 300,000$15.00      20th      Floor         New      York, NY 10271        Fax#:      (212)571-1279                 Total 2,000,000$100.00     
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