REGISTRATION RIGHTS AGREEMENT

     THIS  AGREEMENT  is  effective  as  of  _____________, 2003, by and between
HOUSTON  AMERICAN  ENERGY  CORP.,  a  Delaware  corporation  (the "Company") and
_____________, a ______ corporation (the "Holder").

     WHEREAS,  on  even  date  herewith  the  parties  executed  that  certain
Subscription  Agreement  (the  "Subscription  Agreement") whereby the Company is
proposing  to  issue  and sell newly issued shares of the Company's common stock
(the "Company Shares") to the Holder;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

     1.     Registration Rights Available.  Pursuant to the terms and conditions
            -----------------------------
contained  herein,  and  in  the  Subscription  Agreement, the Company agrees to
provide  the  Holder  or any permitted assignee of the Holder (collectively, the
"Holder")  with  the  following  registration rights with respect to the Company
Shares  and  any other securities issued or issuable at any time or from time to
time  in  respect  of  the  Company  Shares  as a result of a stock split, stock
dividend,  merger,  reorganization,  recapitalization  or  other  similar  event
involving  the  Company  (collectively,  the  "Registrable Securities"): (a) one
demand  registration right by means of a shelf registration pursuant to Rule 415
promulgated  under the Securities Act of 1933, as amended (the "Securities Act")
(the  "Shelf  Registration  Right"),  and (b) the right to "piggyback" on a firm
commitment  underwritten  offering  of  any  securities  of  the  Company  (an
"Underwritten  Public  Offering")  other  than  the  Registrable Securities (the
"Piggyback  Registration  Rights").  The  Shelf  Registration  Right  and  the
Piggyback Registration Rights are hereinafter sometimes collectively referred to
as  the  "Registration  Rights."

     2.     Shelf  Registration  Right.  With  respect to the Shelf Registration
            --------------------------
Right,  the  parties  agree  as  follows:

          (a)     Subject to the restrictions of Paragraph 2(b) below, within 60
days  from  the  date  hereof,  the  Company  shall  file with the United States
Securities  and  Exchange  Commission (the "SEC") a registration statement on an
appropriate  form  relating  to the offer and sale of the Registrable Securities
owned by the Holder (the "Registration Statement").  The Company agrees to cause
the  Registration Statement to become effective within 180 days from the date of
its  filing with the SEC.  The Company further agrees to provide the Holder with
notice  of  the  filing  of  the Registration Statement and of the filing of any
amendments  or  supplements  thereto.

          (b)     The Company agrees to maintain any Registration Statement with
respect  to the Shelf Registration Right in effect for nine months or completion
of  the  offering,  whichever  is  earlier.

          (c)     In  any  offering  pursuant  to  this  paragraph  that becomes
effective  and  in  which  the  Holder  participates, the Company shall file all
amendments  and  supplements under the Securities Act required for that purpose.
In  any  offering  pursuant  to  this  paragraph,  the


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Company will effect such qualification and compliance as may be so requested and
as  would  permit  or facilitate the distribution of the Registrable Securities,
including,  without  limitation,  registration  under  the  Securities  Act,
appropriate  qualifications  under applicable blue sky or other state securities
laws,  appropriate  compliance  with  any  other  governmental  requirements and
listing  on  a  national securities exchange on which the Registrable Securities
are  then listed or any inter-dealer quotation system upon which the Registrable
Securities  may  be  quoted.

     3.     Piggyback  Registration  Rights.  With  respect  to  the  Piggyback
            -------------------------------
Registration Rights, the parties agree as follows:

          (a)     Subject  to Paragraph 3(b), the Company will (i) promptly give
to  the  Holder  written  notice of any registration relating to an Underwritten
Public  Offering,  and  (ii)  include  in  such  registration  (and  related
qualification  under  blue  sky  laws  or other compliance) such of the Holder's
Registrable  Securities  as  are  specified  in  the Holder's written request or
requests,  mailed  in accordance with the terms of this Agreement within 30 days
after the date of such written notice from the Company.

          (b)     The  right  of  the  Holder  to  registration  pursuant to the
Registration Rights shall be conditioned upon the Holder's participation in such
underwriting,  and  the  inclusion  of  the  Registrable  Securities  in  the
underwriting  shall  be limited to the extent provided herein.  The Holder shall
(together  with  the  Company) enter into an underwriting agreement in customary
form with the managing underwriter selected for the Underwritten Public Offering
by  the  Company.  Notwithstanding any other provision of this Agreement, if the
managing  underwriter  determines that marketing factors require a limitation of
the  number  of  the  Registrable  Securities  to  be underwritten, the managing
underwriter  may  limit  some  or  all of the Registrable Securities that may be
included  in  the  registration and the Underwritten Public Offering as follows:
the  number  of  the  Registrable  Securities  that  may  be  included  in  the
registration  and  the  Underwritten  Public  Offering  by  the  Holder shall be
determined by multiplying the number of the shares of the Registrable Securities
of  all  selling  stockholders  of the Company which the managing underwriter is
willing  to  include  in  such registration and the Underwritten Public Offering
times  a  fraction,  the  numerator  of  which  is the number of the Registrable
Securities  requested  to  be included in such registration and the Underwritten
Public  Offering by the Holder, and the denominator of which is the total number
of the Registrable Securities which all selling stockholders of the Company have
requested  to  be  included  in  such  registration  and the Underwritten Public
Offering.  To  facilitate  the allocation of shares in accordance with the above
provisions,  the  Company  may  round the number of shares allocable to any such
person to the nearest 100 shares.  If the Holder disapproves of the terms of any
such  underwriting,  it may elect to withdraw therefrom by written notice to the
Company  and the managing underwriter, delivered not less than seven days before
the  effective date of the Underwritten Public Offering.  Any of the Registrable
Securities  excluded or withdrawn from the Underwritten Public Offering shall be
withdrawn  from  such  registration,  and  shall  not be transferred in a public
distribution  prior  to  60  days  after  the effective date of the Registration
Statement  relating  thereto,  or  such  other  shorter  period  of  time as the
underwriters  may  require.

     4.     Registration  Procedure.  With  respect  to the Registration Rights,
            -----------------------
the  following  provisions  shall  apply:


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          (a)     The  Holder  shall  be obligated to furnish to the Company and
the  underwriters  such information regarding the Registrable Securities and the
proposed manner of distribution of the Registrable Securities as the Company and
the  underwriters  may request in writing and as shall be required in connection
with  any registration, qualification or compliance referred to herein and shall
otherwise  cooperate  with  the  Company and the underwriters in connection with
such  registration,  qualification  or  compliance.

          (b)     With  a view to making available the benefits of certain rules
and  regulations  of  the  SEC  which  may  at  any  time permit the sale of any
Restricted  Securities as defined in Rule 144 ("Rule 144") promulgated under the
Securities Act to the public without registration, the Company agrees to use its
best  lawful  efforts  to:

               (i)     Make  and  keep  public  information  available, as those
terms  are  understood  and  defined  in  Rule 144 at all times during which the
Company  is subject to the reporting requirements of the Securities Exchange Act
of  1934,  as  amended  (the  "Exchange  Act");

               (ii)     File  with  the  SEC  in a timely manner all reports and
other  documents  required  of  the  Company  under  the  Securities Act and the
Exchange Act (at all times during which the Company is subject to such reporting
requirements);  and

               (iii)     So  long  as the Holder owns any Restricted Securities,
to furnish to the Holder upon request a written statement from the Company as to
its  compliance  with  the reporting requirements of Rule 144 and with regard to
the  Securities  Act and the Exchange Act (at all times during which the Company
is  subject to such reporting requirements), a copy of the most recent annual or
quarterly  report  of  the  Company, and such other reports and documents of the
Company  and  other information in the possession of or reasonably obtainable by
the  Company as the Holder may reasonably request in availing itself of any rule
or  regulation  of the SEC allowing the Holder to sell any Restricted Securities
without  registration.

          (c)     The  Company  agrees  that  it will furnish to the Holder such
number  of  prospectuses  meeting  the  requirements  of Section 10(a)(3) of the
Securities  Act,  offering  circulars  or  other  documents  incident  to  any
registration,  qualification or compliance referred to herein as provided or, if
not  otherwise provided, as the Holder from time to time may reasonably request.

          (d)     All  expenses  (except  for  any  underwriting  and  selling
discounts  and  commissions  and  legal fees for the Holder's attorneys) of  any
registrations permitted pursuant to this Agreement and of all other offerings by
the  Company  (including, but not limited to, the expenses of any qualifications
under  the  blue  sky  or  other  state  securities  laws  and  compliance  with
governmental  requirements of preparing and filing any post-effective amendments
required for the lawful distribution of the Registrable Securities to the public
in  connection  with  such  registration,  of  supplying  prospectuses, offering
circulars or other documents) will be paid by the Company.

          (e)     In  connection  with  the  preparation  and  filing  of  any
Registration  Statement under the Securities Act pursuant to this Agreement, the
Company  will  give


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<PAGE>
the  Holder  and  the  Holder's  attorneys  and  accountants  the opportunity to
participate  in  the  preparation of any Registration Statement, each prospectus
included therein or filed with the SEC, and each amendment thereof or supplement
thereto,  and  will  give  each of them such access to its books and records and
opportunities  to  discuss the business of the Company with its officers and the
independent  public  accountants  who have certified its financial statements as
shall  be  necessary to conduct a reasonable investigation within the meaning of
the  Securities  Act.

          (f)     The Company shall notify each Holder of Registrable Securities
covered  by a Registration Statement, during the time when a prospectus relating
thereto  is  required to be delivered under the Securities Act, of the happening
of  any  event  as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits  to  state  a  material fact required to be stated therein or necessary to
make  the  statements  therein  not misleading in the light of the circumstances
then  existing.

     5.     Blackout  Period.  At  any  time  after  the  effective  date of the
            ----------------
Registration  Statement, if the Company gives to the Holder a notice pursuant to
Paragraph  4(f)  hereof  and stating that the Company requires the suspension by
the  Holder  of  the distribution of any of the Registrable Securities, then the
Holder  shall  cease  distributing the Registrable Securities for such period of
time  (the  "Blackout  Period"),  not to exceed 120 days from the time notice is
sent  until  the  Company  informs  the Holder that the Blackout Period has been
terminated.  Upon notice by the Company to the Holder of such determination, the
Holder  will  (a)  keep  the  fact of any such notice strictly confidential, (b)
promptly  halt  any  offer,  sale, trading or transfer of any of the Registrable
Securities  for  the  duration of the Blackout Period, and (c) promptly halt any
use,  publication,  dissemination  or  distribution  of each prospectus included
within the Registration Statement, and any amendment or supplement thereto by it
and any of its affiliates for the duration of the Blackout Period.

     6.     Lock-Up.  In  connection  with any Underwritten Public Offering, the
            -------
Holder  agrees,  if  requested,  to  execute  a  lock-up letter addressed to the
managing underwriter in customary form agreeing not to sell or otherwise dispose
of  the  Registrable  Securities owned by the Holder (other than any that may be
included in the offering) for a period not exceeding 180 days.

     7.     Delay of Registration.  The Holder shall have any right to obtain or
            ---------------------
seek  an  injunction  restraining  or otherwise delaying any registration of the
Registrable  Securities  as  the result of any controversy that might arise with
respect  to  the  interpretation  or  implementation  of  this  Agreement.

     8.     Indemnification by the Company.  In the event of any registration of
            ------------------------------
the  Registrable Securities of the Company under the Securities Act, pursuant to
the  terms  of this Agreement, the Company agrees to indemnity and hold harmless
the  Holder  and  each  other  person  who participates as an underwriter in the
offering  or  sale  of  the  Registrable  Securities against any and all claims,
demands,  losses,  costs,  expenses, obligations, liabilities, joint or several,
damages,  recoveries  and  deficiencies,  including  interest,  penalties  and
attorneys'  fees  (collectively  the  "Claims"), to which the Holder or any such
underwriter may become subject under the Securities Act or otherwise, insofar as
the  Claims  or  actions  or  proceedings,  whether  commenced or threatened, in
respect  thereto  arise  out  of or are based on any untrue statement or alleged


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<PAGE>
untrue  statement  of  any material fact contained in any Registration Statement
under  which  the  Holder's  Registrable  Securities  were  registered under the
Securities  Act,  any  preliminary  prospectus,  final  prospectus  or  summary
prospectus  contained  therein,  or  any amendment or supplement thereto, or any
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
the Company will reimburse the Holder and each such underwriter for any legal or
other  expenses  reasonably incurred by them in connection with investigating or
defending  any  Claim  or action or proceeding in respect thereto; provided that
the Company shall not be liable in any such case to the extent that any Claim or
action  or proceeding in respect thereof or expense arises out of or is based on
an  untrue statement or alleged untrue statement or omission or alleged omission
made  in  the  Registration  Statement,  any  such preliminary prospectus, final
prospectus,  summary  prospectus,  amendment or supplement in reliance on and in
conformity  with  written  information  furnished  to  the  Company  through  an
instrument  duly  executed by the Holder specifically stating that it is for use
in  the  preparation  thereof.  Such  indemnity  shall  remain in full force and
effect regardless of any investigation made by or on behalf of the Holder or any
such  underwriter  and survive the transfer of the Registrable Securities by the
Holder.

     9.     Indemnification  by  the  Holder.  The  Company  may  require,  as a
            --------------------------------
condition  to including the Registrable Securities in any Registration Statement
filed  pursuant  to  this  Agreement,  that  the  Company shall have received an
undertaking  satisfactory  to it from the Holder, to indemnify and hold harmless
(in  the  same manner and to the same extent as set forth in Paragraph 8 hereof)
the  Company, each director and officer of the Company and each other person, if
any,  who  controls  the  Company within the meaning of the Securities Act, with
respect to any statement or alleged statement in or omission or alleged omission
from  the  Registration Statement, any preliminary prospectus contained therein,
or  any  amendment or supplement thereto, if such statement or alleged statement
or  omission  or alleged omission was made in reliance on and in conformity with
written information furnished to the Company through an instrument duly executed
by  the Holder specifically stating that it is for use in the preparation of the
Registration  Statement,  preliminary  prospectus,  final  prospectus,  summary
prospectus, amendment or supplement.  Notwithstanding the foregoing, the maximum
liability  hereunder  which  the  Holder  shall  be  required to suffer shall be
limited  to  the net proceeds to the Holder from the Registrable Securities sold
by  the  Holder in any such offering.  Such indemnity shall remain in full force
and  effect, regardless of any investigation made by or on behalf of the Company
or  any  such  director,  officer  or  controlling  person and shall survive the
transfer of the Registrable Securities by the Holder.

     10.     Notice  of  Claims.  Promptly after receipt by an indemnified party
             ------------------
of  notice  of  the  commencement of any action or proceeding involving a Claim,
such indemnified party will, if a Claim in respect thereof is to be made against
an  indemnifying party, give written notice to the latter of the commencement of
such  action,  provided that the failure of any indemnified party to give notice
as  provided  herein shall not relieve the indemnifying party of its obligations
under  this  Agreement  except  to  the  extent  that  the indemnifying party is
actually  prejudiced by such failure to give notice.  In case any such action is
brought  against  an  indemnifying  party,  unless  in  such indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  in  respect of a Claim the indemnifying party
shall  be  entitled to participate in and to assume the defense thereof, jointly
with  any  other indemnifying party similarly notified to the extent that it may
wish,  with  counsel  reasonably  satisfactory  to  such


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<PAGE>
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of  its  election  so  to  assume  the  defense thereof, the
indemnifying  party  shall not be liable to such indemnified party for any legal
or  other  expenses  subsequently  incurred by the latter in connection with the
defense  thereof  other  than reasonable costs of investigation. No indemnifying
party  shall,  without the consent of the indemnified party, consent to entry of
any  judgment  or  enter  into  any  settlement  that  does  not  include  as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
indemnified party of a release from all liability in respect of a Claim.

     11.     Indemnification  Payments.  The  indemnification  required  by this
             -------------------------
Agreement  shall  be  made by periodic payments of the amount thereof during the
course  of  the  investigation  or  defense,  as  and when bills are received or
expense,  loss,  damage  or  liability  is  incurred.

     12.     Assignment of Registration Rights.  The rights to cause the Company
             ---------------------------------
to register Registrable Securities pursuant to this Agreement may be assigned by
the  Holder  to a transferee or assignee of such securities who shall, upon such
transfer  or  assignment, be deemed a Holder under this Agreement; provided that
the  Company  is  furnished  with written notice of the name and address of such
transferee  or assignee and the Registrable Securities with respect to which the
Registration  Rights are being assigned; provided, further, that such assignment
shall  be  effective  only  if  immediately  following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the  Securities  Act and that such transferee or assignee is either (a) a member
of  the  immediate  family  or  a trust for the benefit of any Holder that is an
individual or (b) a transferee or assignee that after the transfer or assignment
holds  all  of  the  Registrable  Securities.

     13.     Termination of this Agreement.  This Agreement shall terminate with
             -----------------------------
respect  to  the  Holder  (a)  when  all of the Registrable Securities have been
registered  as provided herein, or (b) two years from the date hereof, whichever
shall  occur  first.

     14.     Conflict.  Notwithstanding  anything  herein  contained  to  the
             --------
contrary,  in  the  event  of any conflict between the terms of the Subscription
Agreement  or  this  Agreement,  the  terms  of the Subscription Agreement shall
control.

     15.     Attorney's  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for enforcement of the covenants herein contained, the parties hereby
covenant  and  agree  that  the  party  who  is found to be in violation of said
covenants  shall  also be liable for all reasonable attorney's fees and costs of
court  incurred  by  the  other  party  hereto.

     16.     Governing  law;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed in accordance with the laws of the State of Texas, without regard
to  any  conflicts  of  laws  provisions thereof.  Each party hereby irrevocably
submits  to  the  personal  jurisdiction  of the United States District Court in
Harris County, Texas, as well as of the District Courts of the State of Texas in
Harris  County,  Texas  over  any  suit,  action or proceeding arising out of or
relating  to  this  Agreement.  Each  party  hereby  irrevocably  waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding  brought  in  any  such  county  and  any  claim  that  any  such


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mediation,  arbitration,  suit,  action or proceeding brought in such county has
been  brought  in  an  inconvenient  forum.

     17.     Arbitration.  Any  controversy  or claim arising out of or relating
             -----------
to  this  Agreement,  or  the breach, termination, or validity thereof, shall be
settled  by  final  and  binding  arbitration  in accordance with the Commercial
Arbitration  Rules  of  the  American  Arbitration  Association ("AAA Rules") in
effect  as  of  the  effective date of this Agreement.  The American Arbitration
Association  shall  be responsible for (a) appointing a sole arbitrator, and (b)
administering  the  case  in  accordance  with  the AAA Rules.  The situs of the
arbitration  shall  be  Houston, Texas.  Upon the application of either party to
this  Agreement,  and  whether  or  not  an  arbitration proceeding has yet been
initiated, all courts having jurisdiction hereby are authorized to (x) issue and
enforce  in  any  lawful  manner, such temporary restraining orders, preliminary
injunctions  and other interim measures of relief as may be necessary to prevent
harm  to  a  party's  interest  or  as  otherwise may be appropriate pending the
conclusion  of arbitration proceedings pursuant to this Agreement, and (y) enter
and  enforce  in any lawful manner such judgments for permanent equitable relief
as may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate  following  the  issuance  of  arbitral  awards  pursuant  to  this
Agreement.  Any  order or judgment rendered by the arbitrator may be entered and
enforced  by  any  court  having  competent  jurisdiction.

     18.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and their respective successors and permitted assigns.  Notwithstanding
anything  herein  contained to the contrary, the Company shall have the right to
assign  this  Agreement  to  any  party  without  the  consent  of  the  Holder.

     19.     Notices.  All  notices, requests and other communications hereunder
             -------
shall  be  in writing and shall be deemed to have been duly given at the time of
receipt  if delivered by hand or communicated by electronic transmission, or, if
mailed,  three  days  after  deposit  in  the  United States mail, registered or
certified,  return  receipt requested, with postage prepaid and addressed to the
party  to  receive same, if to the Company, addressed to Mr. John F. Terwilliger
at  801  Travis, Suite 2020, Houston, Texas 77002, telephone (713) 222-6966, fax
(713)  222-6440, and e-mail jft@houstonamericanenergy.com; and if to the Holder,
addressed  to  Mr.  _____  at  _________,  telephone  (___)  ________, fax (___)
_________,  and  e-mail  ____@_____.com; provided, however, that if either party
shall  have  designated  a  different  address  by  notice to the other given as
provided  above,  then any subsequent notice shall be addressed to such party at
the  last  address  so  designated.

     20.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.


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     21.     General Assurances.  The parties agree to execute, acknowledge, and
             ------------------
deliver  all  such  further  instruments,  and do all such other acts, as may be
necessary  or  appropriate in order to carry out the intent and purposes of this
Agreement.

     22.     Construction  of  Agreement.  The  parties  hereto  acknowledge and
             ---------------------------
agree  that  neither  this  Agreement nor any of the other documents executed in
connection  herewith  shall be construed more favorably in favor of one than the
other  based  upon which party drafted the same, it being acknowledged that each
of  the  parties  hereto  contributed  substantially  to  the  negotiation  and
preparation of this Agreement and the documents executed in connection herewith.

     23.     No  Third Party Beneficiaries.  Except as otherwise expressly forth
             -----------------------------
in  this Agreement, no person or entity not a party to this Agreement shall have
rights  under  this  Agreement  as  a  third  party  beneficiary  or  otherwise.

     24.     Incorporation  by  Reference.  Any  agreement referred to herein is
             ----------------------------
hereby  incorporated  into  this  Agreement  by  this  reference.

     25.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     26.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     27.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     28.     Excusable  Delay.  None of the parties hereto shall be obligated to
             ----------------
perform  and none shall be deemed to be in default hereunder, if the performance
of  a  non-monetary  obligation  is  prevented  by  the occurrence of any of the
following,  other  than  as  the  result of the financial inability of the party
obligated  to  perform:  acts  of  God,  strikes,  lock-outs,  other  industrial
disturbances,  acts  of  a  public  enemy,  acts of terrorists, wars or war-like
action  (whether actual, impending or expected and whether de jure or de facto),
arrest  or  other  restraint  of  government  (civil  or  military),  blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive  contamination  or  other  causes,  whether  of  the


                                        8
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kind herein enumerated, or otherwise, that are not reasonably within the control
of  the  party  claiming  the  right  to  delay  performance  on account of such
occurrence.

     29.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     30.     Headings.  The  headings used in this Agreement are for convenience
             --------
and  reference  only and in no way define, limit, simplify or describe the scope
or  intent  of this Agreement, and in no way effect or constitute a part of this
Agreement.

     31.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     32.     Entire  Agreement.  This instrument, together with the Subscription
             -----------------
Agreement,  contains  the  entire  understanding  of  the parties and may not be
changed orally, but only by an instrument in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  date  first  written  above.


                                 HOUSTON AMERICAN ENERGY CORP.



                                 By
                                   ---------------------------------------
                                   John F. Terwilliger, President


                                 ---------------------------------------

                                 By
                                   ---------------------------------------
                                   __________________,  President


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