Texhoma Energy, Inc. Form 8-K May 15, 2007


    
      

    

    Exhibit
      10.1

     

    

     


    Letter
      Agreement

    


    


    1.
      Matrixx Resource Holdings Inc. (the “Buyer”) agrees to purchase from Texhoma
      Energy, Inc. (the “Seller”) an 11% (eleven percent) working interest in the
      property known as the Clovelly Prospect, which ORX purchased from Coastline
      Oil
& Gas Inc., all as more particularly described in the Agreement between ORX
      and Coastline, of which the Buyer has a copy (the “Property”). The agreed total
      consideration payable by the Buyer to the Seller for the Property is US $150,000
      (one hundred fifty thousand US dollars) the “Purchase Price”.

    


    2.
      This
      Agreement shall be considered null, void and of no further force and effect
      unless on or before 5 pm, Tuesday, May 22, 2007 in Vancouver, BC, the Buyer
      pays
      to Seller an earnest money deposit in the amount of US $25,000 (twenty five
      thousand US dollars), (the “Deposit”). On or before said date Buyer shall tender
      the Deposit to Seller by wire transfer to the account of “Texhoma Energy, Inc.”,
      US$-Account No. XXXXXXX, at the XX XXXXXX XXXXX
      XXXX, XXXX XXXXXXX XXXXXX, XXXXXXXX, XX postal code XXX XXX.
      Institution # XXX, Branch # XXXX, ABA XXX XXX XXX. The Deposit shall be
      applied against the Purchase Price. The Deposit shall NOT be refundable to
      the
      Buyer except in the event of significant title defects (i.e. if 90% or more
      of
      the title to the Assets cannot be cured by ORX on or before the hereinafter
      defined “Closing Date”).

    


    3.
      The
“Effective Date” of the purchase and sale shall be May 22, 2007. Closing shall
      occur at a mutually agreed location on or before June 30, 2007 (the “Closing
      Date”). At Closing the Buyer shall tender the balance of the Purchase Price.
      Buyer agrees to execute the assignment as Assignee with ORX as an event
      subsequent to Closing. One set of original and fully executed assignment(s)
      shall be sent for recording in Calcasieu and Allen Parishes, Louisiana
      immediately following Closing.

    


    4.
      All
      expenses incurred by Buyer in connection with or related to the submission
      of
      this offer, the contemplated transaction, and all other matters relevant to
      Closing, including without limitation, all fees and expenses of counsel,
      accountants and financial advisors employed by the Buyer shall be borne solely
      and entirely by Buyer.

    


    5.
      Buyer
      and Seller agree that the terms and conditions of this Agreement shall be
      treated as confidential and shall not be disclosed to any third party without
      the prior written consent of the parties hereto, except as may be required
      by
      law.

     

    6.
      The
      Seller will undertake and warrant that the interest will be free of encumbrances
      and that all invoices from the Operator ORX have been settled, or will be
      settled, from the Purchase Price received from the Buyer.


    
      
                                                                                                       
          Texhoma Energy Inc. OTC-TXHE 

                                                                                                       
          2200 Post Oak Blvd., Suite 340

                                                                                                       
          Houston, Texas 77056

                                                                                                       
          Tel: 713-457-0610

                                                                                                        
          Fax: 713-457-1739

                                                                                                                                         
          texhomaenergy.com

      

       

    

     

     

    

     

     

    7.
      The
      parties hereto agree to comply with any and all applicable laws, rules and
      regulations affecting the Property and the contemplated
      transaction.

    


    Agreed
      to
      and accepted this 16 day of May, 2007

    


    By
      the
      Seller:

    


    Texhoma
      Energy, Inc.

    


    By:            
      /s/ Frank A. Jacobs         


    Frank
      A.
      Jacobs, Director

    


    


    


    Agreed
      to
      and accepted this 16 day of May, 2007

    


    By
      the
      Buyer:

    


    Matrixx
      Resource Holdings Inc

    


    


    


    By:                  /s/
      Catherine
      Thompson           
 

    Catherine
      Thompson, CFO, Director