Agreement Regarding Frank A. Jacobs' Note

Exhibit 10.2

    AGREEMENT

    


    This
      Agreement, (“Agreement”)
      is
      entered into June 6, 2007, by and between Texhoma Energy, Inc. (the
“Company”
and
      Jacobs Oil & Gas Limited (“Jacobs”),
      each
      individually a “Party”
and
      collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS,
      the
      Company owes Jacobs $493,643.77, not including any accrued and unpaid interest,
      which is evidenced by a Promissory Note entered into with Jacobs on October
      19,
      2006, which is attached hereto as Exhibit
      A
      (the
“Note”);
      and


    


    WHEREAS,
      the
      Company does not currently have sufficient funds to repay the Note, and Jacobs
      has agreed to enter into this Agreement to provide that the Company is not
      required to pay or accrue any interest on the Note for the period of one (1)
      year from the date of this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration for the promises and pledges contained below and other good and
      valuable consideration, which consideration the Parties acknowledge receipt
      of,
      and the premises and the mutual covenants, agreements, and considerations herein
      contained, the Parties hereto agree as follows:

    


    1. Stand
      Still of Note Principal and Interest.

    


    The
      Parties agree that the Note shall not accrue any interest for the period of
      one
      (1) year from the date of this Agreement, and that no previously accrued
      interest or principal owing on the Note shall be required to be paid by the
      Company for the period of one (1) year following the date of this
      Agreement.

    


    
      	 	
              Following
                the expiration of one (1) year from the date of this Agreement, the
                Note
                shall continue to accrue interest until paid in full by the Company
                (and/or until converted into shares of the Company’s common stock by
                Jacobs) and shall be payable to Jacobs pursuant to the
                Note.

            


    

    


    2.
       Miscellaneous.

     

    

      
        	
                (a)

              	
                Assignment.
                  All of the terms, provisions and conditions of this Agreement shall
                  be
                  binding upon and shall inure to the benefit of and be enforceable
                  by the
                  Parties hereto and their respective successors and permitted assigns.
                  

              
	 	 
	
                (b)

              	
                Applicable
                  Law.
                  This Agreement shall be construed in accordance with and governed
                  by the
                  laws of the State of Texas, excluding any provision of this Agreement
                  which would require the use of the laws of any other
                  jurisdiction.

              
	 	 
	
                (c)

              	
                Entire
                  Agreement, Amendments and Waivers.
                  This Agreement constitutes the entire agreement of the Parties
                  hereto and
                  expressly supersedes all prior and contemporaneous understandings
                  and
                  commitments, whether written or oral, with respect to the subject
                  matter
                  hereof. No variations, modifications,

              
	 	
                changes
                  or extensions of this Agreement or any other terms hereof shall
                  be binding
                  upon any Party hereto unless set forth in a document duly executed
                  by such
                  Party or an authorized agent or such Party. 

              
	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)
                  

              	
                Waiver.
                  No
                  failure on the part of any Party to enforce any provisions of this
                  Agreement will act as a waiver of the right to enforce that
                  provision.

              
	 	 
	
                (e)

              	
                Section
                  Headings.
                  Section headings are for convenience only and shall not define
                  or limit
                  the provisions of this Agreement.

              
	 	 
	
                (f)

              	
                Effect
                  of Facsimile and Photocopied Signatures.
                  This Agreement may be executed in several counterparts, each of
                  which is
                  an original. It shall not be necessary in making proof of this
                  Agreement
                  or any counterpart hereof to produce or account for any of the
                  other
                  counterparts. A copy of this Agreement signed by one Party and
                  faxed to
                  another Party shall be deemed to have been executed and delivered
                  by the
                  signing Party as though an original. A photocopy of this Agreement
                  shall
                  be effective as an original for all
                  purposes.

              


      

    

    


    This
      Agreement has been executed by the Parties on the date first written
      above.

    


    


    Texhoma
      Energy, Inc.

    


    


    /s/
      Daniel Vesco

    Daniel
      Vesco

    Chief
      Executive Officer

    


    Jacobs
      Oil & Gas Limited

    


    


    /s/
      Frank A. Jacobs

    Frank
      A. Jacobs

    Chief
      Executive Officer