Exhibit 10.1

This  Agreement  is made and entered  into  effective  this 10 day of May,  2004
("Effective Date") by and between Steven J. Turcotte (hereinafter referred to as
"Turcotte"), and U.S. Center for Energy Information Inc., incorporated under the
laws of Nevada, having a primary place of business at 16219 Yorkminster, Spring,
TX 77379, (hereinafter referred to as "USCEI"). The parties agree as follows:

1.    RECITALS

      1.1 Turcotte has developed the Technology.

      1.2 Turcotte wishes to have the Technology  commercialized at the earliest
possible  time in order that products  resulting  therefrom may be available for
public use and benefit.

      1.3 USCEI is a start-up  corporation  with expertise in the development of
the  Technology  as  Turcotte  is a  principal  of USCEI  and USCEI  desires  an
exclusive license to further develop the Technology in the Territory.

      1.4 Turcotte will grant USCEI a license to commercialize the Technology in
the Territory. In consideration of this license USCEI will pay a fee to Turcotte
as provided for in Article 5.

NOW THEREFORE,  in consideration of the premises and mutual covenants  contained
herein, the parties agree as follows:

2.    DEFINITIONS

      2.1 "Improvements" means any improvement,  idea, design, engineering work,
concept, technique,  discovery or invention relating to the Technology,  whether
or not  patentable,  copyrightable,  or otherwise  protectable  as  intellectual
property,  which is owned or developed  under the direction of Turcotte or USCEI
during the term of this Agreement.

      2.2 "Know-How"  means all special  knowledge,  technical  information  and
information  including  but not  limited to all data,  results  of  experiments,
calculations, drawings, designs, devices, samples, processes, procedures, tests,
and other  information  pertaining to the Technology  (including  data generated
from its  exploitation)  which  may be  necessary  or  useful  in the use of the
Technology.

<PAGE>

      2.3 "Territory" means the entire territory of United States of America.

      2.4 "Technology"  means all elements which make up the Oil & Gas Community
System  developed by Turcotte  including an internet  portal and related  source
code,  providing online directories with current real time information,  various
industry  websites,  website  hosting,  direct website  access,  e-mail hosting,
employment postings,  equipment locators,  local contractor  locators,  industry
reports,  online  equipment  auctions  and  closed  bidding,   acquisitions  and
divestments of properties, real time stock quotations, investor arena for annual
general  meetings  and road  shows,  association  calendars  of trade  shows and
seminars,  live chat forums, and other similar features as well as all Know-How,
and  Improvements  developed by USCEI in the course of the  exploitation of this
License.

3.    GRANT

      3.1 Turcotte  hereby grants and USCEI hereby accepts an exclusive  License
in the Territory to use the Technology.

      3.2 The license granted herein will be in force from the Effective Date of
this Agreement until this Agreement is terminated as set out below in Article 15
(Termination).

4.    DUE DILIGENCE

      4.1 In the course of the  commercialization of the Technology USCEI agrees
to use  all  reasonable  efforts  and  diligence  to  develop  and  improve  the
Technology and to document all  developments  including any and all Improvements
and Know-How it makes to the Technology.

      4.2 USCEI  agrees to use  reasonable  efforts to develop  markets  for and
attract customers for use of various applications of the Technology.

4.3   USCEI agrees:

      (a) to provide the consumer with high quality materials and manual; and,

      (b) to  exercise  its best  efforts  in  protecting  the  Technology  from
disclosure to third parties.

      4.4 USCEI  agrees to pay a license  fee as set out in Article 5.  Turcotte
may elect to convert this license to  non-exclusive  upon USCEI's failure to pay
the license fee.

5.    LICENSE FEE AND ROYALTY

      5.1 In consideration of the rights granted herein, USCEI will pay Turcotte
a license fee of $99,000 in common shares at $0.01 which equals 9,900,000 common
shares.

      5.2 In further  consideration of the rights granted herein, USCEI will pay
to Turcotte  within 60 days after the  expiration  of each  anniversary  of this
Agreement a royalty  equal to 1% of the gross  revenues  generated by USCEI from
the commercial  exploitation  of the Technology  pursuant to the license granted
pursuant  to this  Agreement.  Each  such  payment  shall  be  accompanied  by a
statement  signed by an  authorized  representative  of USCEI  setting  forth in
sufficient  detail the basis upon which the royalties were calculated during the
relevant  period for which the  royalties  are due,  which  Turcotte may, in his
discretion and at the expense of USCEI, cause to be verified by an accountant of
Turcotte's choosing.

<PAGE>

IMPROVEMENTS

      5.3  USCEI  will  promptly  notify  Turcotte  of any and  all  significant
Improvements or Know-How which it develops and USCEI will use reasonable efforts
to cooperate with and support  Turcotte's  efforts to protect or further develop
the Technology.

      5.4  All  Improvements  and  Know-how  and  data  generated   through  the
exploitation  of  the  Technology  and  any  other  suggestions,   improvements,
enhancements,  derivative works or  modifications  made to the Technology or any
part thereof shall be the property of Turcotte,  including any copyright, patent
or other intellectual  property rights therein.  USCEI shall sign all documents,
assignments or agreements as Turcotte may require to protect his rights therein,
and any such Improvements or enhancements shall be considered the subject of the
license  granted  pursuant to this  Agreement  and USCEI shall have free limited
license thereto in the Territory for the term of this Agreement.

6.    INFRINGEMENT

      6.1  USCEI  will  inform  Turcotte  promptly  in  writing  of any  alleged
infringement  of the  Technology by a third party and of any available  evidence
thereof.

      6.2 During the term of this Agreement, USCEI will have the right, but will
not be  obligated,  to  prosecute  at its own expense all  infringements  of the
Technology  and, in furtherance of such right,  USCEI may include  Turcotte as a
party plaintiff in any such suit without expense to Turcotte.  The total cost of
any such infringement action commenced or defended solely by USCEI will be borne
by USCEI.

      6.3 If within 90 days after having  identified  any alleged  infringement,
Turcotte has been unsuccessful in persuading the alleged infringer to desist and
has not brought and/or is not diligently  prosecuting an infringement  action or
if Turcotte  notifies  USCEI at any time prior  thereto of his  intention not to
bring suit against any alleged infringer,  then, and in those events only, USCEI
will have the right, but will not be obligated,  to prosecute at its own expense
any  infringement  of the Technology  and USCEI may, for such purposes,  use the
name of Turcotte as a party  plaintiff,  provided,  however,  that such right to
bring such an infringement  action will remain in effect only for so long as the
license granted herein remains  exclusive.  No settlement,  consent  judgment or
other  voluntary  final  disposition of the suit may be entered into without the
consent of Turcotte, which consent will not be unreasonably withheld. USCEI will
indemnify  Turcotte  against any order for costs that may be made against him in
such proceedings.

      6.4 Each party will promptly notify the other in writing in the event that
a third party brings a claim of infringement  against Turcotte or USCEI relating
to the Technology.  Turcotte will have the right to defend,  at his own expense,
any such third  party  claim or action and to settle or  compromise  the same in
such manner as he will see fit.  This  includes  the  negotiation  of a separate
license agreement with the third party. USCEI may participate in such litigation
or claim on its behalf at its own expense.

      7.5 If the alleged  infringement  is so  substantial  as to  threaten  the
competitive position of USCEI and/or USCEI is temporarily enjoined from exercise
of its license  hereunder,  and if Turcotte  elects not to defend  against  such
claim, then USCEI in its own name and at its sole

<PAGE>

expense may defend such claim and  compromise,  settle or pursue such defense in
such a manner and on such terms as USCEI will see fit.

      7.6 In the event that an action for  infringement is brought against USCEI
alleging that the Technology  infringes a patent or other intellectual  property
right of a third party,  and Turcotte elects not to defend,  USCEI will have the
right to withhold  50% of the annual  license fee  otherwise  due to Turcotte to
reimburse USCEI for costs and expenses incurred in the defense of such action if
it decides to defend such claim in its own name.

      7.7 In the event USCEI is permanently enjoined from exercising its license
rights granted hereunder  pursuant to an infringement  action brought by a third
party,  or if USCEI or Turcotte elect not to undertake the defense or settlement
of such a claim of alleged  infringement for a period of 6 months from notice of
such claim or action then USCEI will have the right to terminate  this Agreement
with respect to the  infringed  patent  claims  following  thirty days'  written
notice to Turcotte and in accordance with terms of Article 13.

7.    AUTHORITY OF TURCOTTE TO GRANT LICENSE AND RIGHTS

      7.1 Turcotte  covenants  with and represents and warrants to USCEI that to
the best of his  knowledge,  Turcotte  has the  right to grant the  license  and
rights to the Technology,  as provided herein.  Turcotte has no knowledge of any
liens,  encumbrances  or claims of any  nature  respecting  the  Technology  and
Turcotte  is not aware of any action or other  litigation  pending or  commenced
which may affect  Turcotte's  ability to grant the License or rights pursuant to
Article

9.    NEGATION AND WARRANTIES

      9.1 Nothing in this Agreement will be construed as:

      (a) A  warranty  or  representation  that  anything  made,  used,  sold or
otherwise  disposed of under the License granted by this Agreement is or will be
free from  infringement of patents,  copyrights and trademarks of third parties;
or,

      (b) Conferring  rights to use in  advertising,  publicity or otherwise the
names of Turcotte or the Inventors; or,

      (c) Granting by  implication,  estoppel or otherwise any License or rights
under patents of Turcotte,  except for uses of the  Technology  consistent  with
Article 3 above.

      9.2 Notwithstanding Article 3.1(a), Turcotte knows of no patents,  patents
pending, copyrights or trademarks which would be infringed by the Technology.

      9.3 Except as set out in Article 9 (Authority of Turcotte to Grant License
and Rights),  Turcotte  makes no  representations,  extends no warranties of any
kind, either express or implied.  There are no express or implied  warranties of
merchantability of fitness for a particular purpose.

<PAGE>

10.   INDEMNIFICATION AND PRODUCT LIABILITY INSURANCE

      10.1 USCEI agrees to indemnify,  hold harmless and defend Turcotte and his
successors and assigns against any and all claims arising out of the exercise of
any rights under this Agreement,  including,  without limiting the generality of
the  foregoing,  against any  damages,  losses or  liabilities  whatsoever  with
respect to death or injury to person or damage to property  arising  from or out
of the possession, use or operation of the Technology by USCEI or its customers.

      10.2 Prior to any sale or use of the Technology  under the license granted
herein, and for the full term of this license,  USCEI agrees to obtain and carry
in full force and  effect,  insurance  insuring  against  losses  from claims on
terms, in amounts and with insurers  reasonably  satisfactory to Turcotte.  Such
insurance  will be written by a reputable  insurance  company  authorized  to do
business  in the  Province  of  Alberta.  The policy  will name  Turcotte  as an
additional  named  insured  thereunder  and will  instruct  the  insurer to give
Turcotte  30 days  prior  written  notice if the  coverage  is to be  amended or
cancelled.  USCEI will obtain an endorsement to this effect from its insurer and
provide  Turcotte  with a certified  copy of the  endorsement  and a copy of the
insurance policy within 60 days of execution of this Agreement.

11.   CONFIDENTIALITY

      11.1  "Confidential  Information" means all data,  communications,  market
data,  patent  applications  and related  documents,  correspondence,  drawings,
Know-How,  trade secrets and any other  information of a confidential  nature of
either Turcotte or USCEI disclosed or provided by either party (the  "Disclosing
Party") to the other ("Receiving Party") under this Agreement.

      11.2  Receiving  Party will use its best efforts to maintain as secret all
Confidential  Information.  Confidential  Information  will only be used for the
purposes of this  Agreement  and will only be  disclosed  to those  employees of
Receiving Party who have a need to know such  information.  Receiving Party will
not  disclose  Confidential  Information  to any other  company,  firm or person
without the written consent of the Disclosing Party.

      11.3  Receiving  Party  undertakes  to  inform  each  person  to whom  the
Confidential  Information  is disclosed in  accordance  with Article 12.2 of the
obligation of confidence and non-use imposed by this Agreement.  Receiving Party
will enforce the  obligation of confidence  and non-use  against any person that
leaves the employment of Receiving Party.

      11.4 The  obligation  of  confidence  and non-use  above will not apply to
information that Receiving Party can show:

      (a) by written records to have been in its possession  prior to disclosure
under this Agreement and which had not been previously  acquired from Disclosing
Party; and

      (b) is or becomes part of the public domain  through no fault of Receiving
Party; and,

      (c) is lawfully receiving without an obligation of confidence from a third
party legally entitled to disclose the information; and

      (d) is  required  by law to be  disclosed  but only to the extent it is so
required.

<PAGE>

12.   NON-USE OF NAMES

      12.1 USCEI agrees not to identify Turcotte in any promotional  advertising
or other  promotional  materials to be disseminated to the public or any portion
thereof or to use the name of Turcotte or symbol of Turcotte without  Turcotte's
prior written consent.

13.   ASSIGNMENT

      13.1 USCEI may not assign this Agreement  with out the written  permission
of Turcotte, such permission not to be unreasonably withheld.

14.   TERMINATION

      14.1 If  USCEI  becomes  bankrupt  or  insolvent  or files a  petition  in
bankruptcy  or  makes an  assignment  for the  benefit  of  creditors  or if the
business of USCEI is placed in the  control of a  receiver,  assignee or trustee
for  the  benefit  of  creditors,  whether  by the  voluntary  act of  USCEI  or
otherwise, the license granted by this Agreement will automatically terminate.

      14.2 The rights  granted in  Article 3 (Grant)  of this  Agreement  may be
terminated by Turcotte,  or at Turcotte's sole  discretion,  may be converted to
non-exclusive if:

      (a) there is a default in the provision of any license fee; or,

      (b) if after at least 30 days written  notice by Turcotte as to the nature
of   noncompliance   to  any  terms  of  this  Agreement,   USCEI  is  still  in
noncompliance; or,

      (c) upon  written  notice by  Turcotte if USCEI will cease for a period of
greater than 2 months to record any sales  pursuant to the  exploitation  of the
Technology.   Such  termination  will  be  without   prejudice  to  any  rights,
obligations or liabilities already accrued prior to such termination.

      14.3 If  Turcotte  terminates  the  rights  granted  in  Article 3 of this
Agreement  according  to the  provisions  above,  then  USCEI  agrees  to  cease
exploiting the Technology provided that USCEI will have the right to continue to
honour  obligations to its customers  incurred  prior to the  termination of the
licence conferred pursuant to this Agreement.

      14.4 Upon  termination of the license  conferred by this Agreement for any
reason,  any  sublicensee  not then in  default  will  have the  right to seek a
license from Turcotte.  Turcotte  agrees to negotiate such license in good faith
under reasonable terms and conditions.

      14.5 The rights  granted in Article 3 of this  Agreement may be terminated
by USCEI upon 30 days' written notice to Turcotte.  If the rights are terminated
by USCEI,  USCEI agrees to  immediately  cease any further  exploitation  of the
Technology by incurring any further obligations to customers.

      14.6 Surviving any termination are:

      (a)  USCEI's  obligation  to pay any license  fees  accrued to the date of
termination; and

<PAGE>

      (b) the provisions of Article 10 (Negation and  Warranties) and Article 11
(Indemnification and Product Liability Insurance); and

      (c) any  cause of  action  or claim of USCEI or  Turcotte,  accrued  or to
accrue because of any breach or default by the other party.

15.   NOTICES

      15.1 All  notices,  communications,  statements  and payment  which may be
required  or  permitted  under this  Agreement  will be in  writing  and sent by
registered  mail,  courier service or electronic means which produces a physical
copy. The address of such party hereto will be as follows:

In the case of Turcotte: 303 Douglas Glen Gardens S.E., Calgary, Alberta, Canada
T2Z 3T1 Phone: 403-615-7748 Fax: 403-237-0874

In the  case of  USCEI :  16219  Yorkminster,  Spring,  Texas  77379  Attention:
President Fax: 832-717-3914

Either  party may change its address  upon  written  notice to the other  party.

                                     AGENCY

      15.2 Notwithstanding any of the provisions of this Agreement,  USCEI at no
time will  enter  into,  incur or hold  itself  out to third  parties  as having
authority to enter into or incur, on behalf of Turcotte, any commitment, expense
or  liability  whatsoever,  and  all  contracts,  expenses  and  liabilities  in
connection with or relating to the  exploitation of the Technology will be made,
paid and undertaken exclusively by USCEI as sole independent contractor, and not
as an agent or representative of Turcotte.

16.   SCOPE OF THE AGREEMENT

      16.1 This  Agreement  is the only  Agreement  between  USCEI and  Turcotte
pertaining to the subject matters hereof and this Agreement supersedes all prior
negotiations, documents, agreements and representations.

17.   APPLICABLE LAW

      17.1 This Agreement will be construed,  governed,  interpreted and applied
in accordance with the laws of the Province of Alberta and the State of Texas.

18.   MISCELLANEOUS

      18.1 None of the terms,  covenants and conditions of this Agreement can be
waived except by the written consent of the party waiving compliance.

<PAGE>

      18.2 In the  event  that  any  provision  in this  Agreement,  or any part
hereof,  is found  invalid,  illegal  or  unenforceable,  the  remainder  of the
Agreement will be binding on the parties hereto, and will be construed as if the
invalid,  illegal or  unenforceable  provision  or part thereof has been deleted
from this Agreement.

      18.3 Neither of the parties will be liable in damages or have the right to
cancel this  Agreement for any delay or default in performing  hereunder if such
delay or default is caused by conditions  beyond its control,  including acts of
God, government restrictions, warrants or insurrections.

      18.4 Failure by either party to enforce any provision of this Agreement or
assert a claim on  account of breach  hereof  will not be deemed a waiver of its
right to enforce  the same or any other  provision  hereof on the  occasion of a
subsequent breach.

      18.5 This Agreement may be amended by a written document, duly executed by
Turcotte and USCEI.

      IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as of
the date above written.

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ Paul Wicker
------------------------
Paul Wicker, President
U.S. Center for Energy Information Inc.


/s/ Steven J. Turcotte
------------------------
Steven J. Turcotte


/s/ Wendy Webster
------------------------
Wendy Webster, Witness