EXHIBIT 10.7

                FOURTH AMENDMENT TO STANDARD OFFICE BUILDING
                                 LEASE AGREEMENT

                                    RECITALS:

      CLIFFWOOD OIL AND GAS CORPORATION, a Texas corporation ("Tenant") entered
into that certain Standard Office Building Lease Agreement (the "Lease") dated
January 14, 1997, for certain premises located at 110 Cypress Station Drive,
Suite 220 & 246, Houston, Texas, consisting of approximately 7,597 square feet
of space, with RADLER ENTERPRISES TEXAS, INC., which was subsequently assigned
to K/B FUND IV ("Landlord"). The Lease was modified by First Amendment of
Standard Office Building Lease Agreement (hereinafter "First Amendment") on
March 21, 1997. The Lease was modified by Second Amendment of Standard Office
Building Lease Agreement (hereinafter "Second Amendment") on June 1, 1997. The
Lease was modified by Third Amendment of Standard Office Building Lease
Agreement (hereinafter "Third Amendment") on July 7, 1998. The purpose of this
Fourth Amendment to Standard Office Building Lease Agreement (hereinafter
"Fourth Amendment") is to extend the term of the Lease and expand the Leased
Premises. This Fourth Amendment made and entered into on this 24th day of March
1999.

                                   AMENDMENT:

      For valuable consideration respectively given, the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant do hereby enter this Fourth
Amendment which amends the Lease as follows:

1.    In addition to Tenant's present space Suite 220 & 246 consisting of
approximately 7,597 square feet of space more particularly described on Exhibit
"1", (hereinafter "Existing Space"), Tenant's space shall also include
approximately 4,736 square feet of space, more particularly, described on
Exhibit "2" (hereinafter "Expansion Space") attached hereto. Tenant's net
rentable area, including the Expansion Space, is approximately 12,333 square
feet more particularly described on Exhibit "3" (hereinafter "Total Net Rentable
Area").

2.    SECTION 2. TERM. This lease shall continue in force for an additional
three (3) months commencing on June 1, 2000 and terminating on August 31, 2000.

3. SECTION 4. BASE RENTAL, ADJUSTMENTS AND LATE CHARGES (A). As of May 1, 1999,
the Base Rental rates specified in the Lease or the Rent Schedule contained in
any prior Amendments of the Lease are deleted and the following is substituted
in its place:

                                  RENT SCHEDULE
--------------------------------------------------------------------------------
   PAYMENT                                MONTHLY      NO. OF        AGGREGATE
     NO.              DUE DATES            AMOUNT     PAYMENTS        AMOUNT
--------------   --------------------  -------------  --------    --------------
1                 5/1/1999-5/31/1999     $6,356.23       1             $6,356.23
--------------   --------------------  -------------  --------    --------------
2-4               6/1/1999-8/31/1999     $13,057.67      3            $39,173.01
--------------   --------------------  -------------  --------    --------------
5-13              9/1/1999-5/31/2000     $13,101.17      9           $117,910.53
--------------   --------------------  -------------  --------    --------------
14-16             6/1/2000-8/31/2000     $16,444.00      3            $49,332.00
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FOURTH AMENDMENT TO STANDARD OFFICE BUILDING LEASE AGREEMENT

4.    Landlord shall provide Tenant with an improvement allowance of $13,402.88
to be applied towards rental as reflected in the above rent schedule.

5.    SECTION 4. BASE RENTAL, ADJUSTMENTS AND LATE CHARGES (B) shall be amended
to Base Year 1999.

6.    Tenant accepts the Expansion Space in its "As-is" condition without any
further improvements by Landlord, subject to engineering costs necessary to
accommodate Tenant space requirements. Property Manager shall advise Tenant of
such costs as necessary.

7.    Landlord shall provide Tenant with one (1) additional covered reserved
parking space, for a total of four (4) spaces, at no additional cost to Tenant.

8.    RENEWAL OPTION. Contingent upon Tenant satisfying all of the following
conditions, (the "CONDITIONS") Tenant is hereby granted an option to extend the
Lease Term for an additional term of thirty-six (36) months ("EXTENSION TERM")
commencing on September 1, 2000 and expiring on August 31, 2003, the Conditions
being that: (i) Tenant shall have fully performed all of its convenants, duties
and obligations hereunder during the Lease Term; and (ii) Tenant shall have
given written notice to Landlord of Tenants exercise of such option not less
than one hundred eighty (180) days prior to the expiration of the present Lease
Term.
      Time is of the essence in the exercise of this Renewal Option and should
Tenant fail to exercise this option by timely notice or fail to satisfy the
Renewal Conditions, this Renewal Option shall lapse and be of no further force
or effect.
      In the event that Tenant satisfies all of the Conditions and effectively
exercises such Option, then Landlord and Tenant shall execute an amendment in a
form and content satisfactory in all respects to both Landlord and Tenant and
the Rental for said Extension Term shall be the Prevailing Market Rate. The
"Prevailing Market Rate" shall mean the then prevailing market rate for base
rental for Leases comparable to this Lease for comparable space. The Prevailing
Market Rate shall be determined by Landlord and Tenant by mutual agreement and,
if Landlord and Tenant cannot agree, the Prevailing Market Rate shall be
established in the manner as specified in the balance of this subparagraph.
Within ten (10) days after receipt of Tenant's exercise of an extension option,
but no earlier than one hundred eighty (180) days prior to the expiration of the
Lease Term, as it may have been extended, Landlord shall advise Tenant of its
determination of the Prevailing Market Rate, on a square foot basis. Within
thirty (30) days after receipt of Landlord's determination of the Prevailing
Market Rate, Tenant shall advise Landlord, in writing, as to whether or not
Tenant accepts or rejects the Prevailing Market Rate specified by Landlord.
Failure to accept or reject the Prevailing Market Rate specified by Landlord
shall be deemed acceptance by Tenant. If Tenant accepts such Prevailing Market
Rate, then such rate shall be charged during the applicable extension period for
Base Rental. If Tenant rejects such Prevailing Market Rate, Tenant shall specify
in such notice its selection of a real estate appraiser, who shall act on
Tenant's behalf in determining the Prevailing Market Rate. Within ten (10) days
after Landlord's receipt of Tenant's rejection of the Landlord's specification
of the Prevailing Market Rate and Tenant's selection of the real estate
appraiser, Landlord, by written notice to Tenant, shall designate a real estate
appraiser, who shall represent Landlord in the determination of the Prevailing
Market Rate. Within ten (10) days of the selection of the
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FOURTH AMENDMENT TO STANDARD OFFICE BUILDING LEASE AGREEMENT

Landlord's appraiser, the two appraisers shall by written report, each render
their respective determinations of the Prevailing Market Rate for the extension
period in question. Each appraiser shall consider in determining the Prevailing
Market Rate, among other factors, what financial inducements are then being
offered to a tenant who is wiling to relocate, such as free rent, tenant
improvement allowances, or moving allowances (if such considerations are
appropriate for the current market conditions). If the determinations of the two
appraisers do not agree, the appraisers shall select a third appraiser who shall
then select the Prevailing Market Rate within twenty (20) days after the
appointment of such third appraiser. Landlord and Tenant agree that they shall
be bound by the determination of the appraiser(s). Landlord shall bear the fee
and expenses of its appraiser; Tenant shall bear the fee and expenses of its
appraiser; and Landlord and Tenant shall each share the fee and expenses of the
third appraiser.

9.    ENTIRE AGREEMENT. This Fourth Amendment sets forth all the convenants,
promises, assurances, agreements, representations, conditions, warranties,
statements, and understandings ("Representations") between the Landlord and
Tenant concerning the leased Premises, and there are no Representations, either
oral or written, between them other than those in the Lease, First, Second,
Third or this Fourth Amendment. This Fourth Amendment supersedes and revokes all
previous negotiations, arrangements, letters of intent, offers to lease, lease
proposals, brochures, Representations, and information conveyed, whether oral or
in writing, between the parties hereto or their respective representatives or
any other person purporting to represent the Landlord or Tenant.

10.   LEASE IN FULL FORCE AND EFFECT. All provisions of said Lease not
inconsistent herewith shall remain in full force and effect. Except as
specifically amended by the provisions hereof, the terms and provisions stated
in the Lease shall continue to govern the rights and obligations of the parties
thereunder; and all provisions and convenants of the Lease shall remain in full
force and effect as stated therein, except to extent specifically amended by the
provisions hereof.

11.   DEFINED TERMS. Terms defined in the Lease and delineated herein by initial
capital letters shall have the same meanings ascribed thereto in the Lease,
except to the extent that the meanings of any such term is specifically modified
by the provisions hereof. In addition, other terms not defined in the Lease but
defined herein will, when delineated with initial capital letters, have the
meanings ascribed thereto in this Agreement. Terms and phrases which are not
delineated by initial capital letters shall have the meanings commonly ascribed
thereto.

12.   EXHIBITS.  To the extent indicated  above, the following  Exhibits are
made part hereto and  incorporated  herein by  reference  as fully as if set
forth herein in their entirety:

                  Exhibit "1" - Diagram of Existing Space
                  Exhibit "2" - Diagram of Expansion Space
                  Exhibit "3" - Diagram of Total Net Rentable Area
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FOURTH AMENDMENT TO STANDARD OFFICE BULDING LEASE AGREEMENT

      In witness whereof, the parties hereto have executed this Amendment
Agreement as of the date of aforesaid.

                                    LANDLORD
                                   KB FUND IV



BY:____________________________________________________________

                                Rodney Richerson
                                 Vice President



DATE:__________

                                     TENANT
                        CLIFFWOOD OIL AND GAS CORPORATION


BY:____________________________________________________________

                                 Jerry M. Crews
                            Executive Vice President


DATE:__________