Exhibit
                                    AGREEMENT



     This Agreement (this  "Agreement"),  effective as of January 1, 2002, is by
and between  Cubic  Energy,  Inc.,  a Texas  corporation  ("Cubic"),  and Tauren
Exploration, Inc., a Texas corporation ("Tauren").

     WHEREAS,  Cubic  currently  maintains  accounts  payable  to  Tauren in the
aggregate  amount of  US$856,712  due for monies paid and  services  provided by
Tauren to Cubic (the "Accounts Receivable");

     WHEREAS,  Tauren is willing to transfer and assign the Accounts  Receivable
to Cubic,  in exchange  for the  issuance to Tauren by Cubic of newly issued and
unregistered  shares of common stock,  $0.05 par value,  at a price of $1.00 per
share for each dollar of Accounts Receivable;

     WHEREAS,  Cubic desires that Tauren  provide Cubic access to and the use of
Tauren's   accounting   department,    exploration   department,   general   and
administrative departments,  physical office space, and secretarial personnel at
Tauren's  cost  calculated  on a pro rata basis as provided  herein;  and Tauren
agrees to provide the same to Cubic;

     WHEREAS,   Tauren  maintains  an  inventory  of  prospective  oil  and  gas
exploration projects in which Tauren owns a working interest;

     WHEREAS, Cubic may be interested in participating on a "ground floor" basis
in some of the  prospective  oil and gas projects in which Tauren owns a working
interest and in which Tauren plans to commence exploration and/or development;

     AND,  WHEREAS,  in  exchange  for the rights  and/or  privileges  set forth
herein,  Cubic is willing to issue three  warrants  to Tauren to purchase  Cubic
common stock;

     NOW  THEREFORE,  FOR GOOD  AND  VALUABLE  CONSIDERATION,  the  receipt  and
sufficiency of which is hereby acknowledged, Tauren and Cubic agree as follows:

1.   Tauren  shall  transfer  and assign  the  Accounts  Receivable  to Cubic in
exchange for 856,712  shares of newly issued and  unregistered  shares of common
stock of Cubic. Tauren acknowledges that Tauren is an affiliate of Cubic as such
is defined in the  Securities  Act of 1933 and the  Securities  Exchange  Act of
1934.  TAUREN  ACKNOWLEDGES  THAT  THESE  SHARES IT IS  RECEIVING  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY STATE SECURITIES LAW, AND THIS COMMON STOCK MAY NOT BE SOLD,  TRANSFERRED



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OR OTHERWISE  DISPOSED OF UNLESS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR IN THE OPINION OF
COUNSEL  REASONABLY  SATISFACTORY TO CUBIC,  SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED.

2.   (a) Tauren agrees to provide to Cubic, from time to time as Cubic requests,
the services of Tauren's  employees in its  accounting  department,  exploration
department,  and  general  and  administrative  department  (collectively,   the
"Services"). In consideration for Tauren providing the Services, Cubic shall pay
to  Tauren  the Pro  Rata  Cost (as  defined  below)  for  each of the  Services
provided.  As used herein, "Pro Rata Cost" means, such employee's hourly wage or
salary  (plus the costs of employee  benefits  provided  to such  employee on an
hourly basis,  excluding  bonuses)  multiplied  by the number of hours  actually
worked providing such services to Cubic.

     (b) Tauren agrees to provide to Cubic  reasonable  access to and use of its
principal  executive  offices,  including the reasonable use of office equipment
and supplies,  furniture,  telephones and utilities (the "Offices"). For so long
as  Tauren  shall be  entitled  to the use of its  current  principal  executive
offices,  in  consideration of the foregoing access and use, Cubic agrees to pay
to Tauren  $1,050 per month.  In the event that Tauren  relocates  its principal
executive  offices during the term of this Agreement,  Tauren and Cubic agree to
negotiate in good faith an increase or decrease in such monthly  charge in order
to reflect  the cost to Tauren to acquire or lease such new  executive  offices.
Provided, however, that Tauren agrees that the monthly charge for use of any new
principal  executive  offices  initially  shall not exceed the fair market lease
rate for the portion of such facility  utilized by Cubic.  Cubic agrees that the
monthly  charge for Offices then in effect shall increase by 10% on January 1 of
each succeeding year.

     (c) Within 30 days  following  each calendar  month in which Cubic utilizes
any of the Services or the Offices,  Tauren shall  provide  Cubic with a written
invoice  detailing  (i) the  specific  services  utilized  by Cubic  during  the
preceding month,  (ii) the individual Pro Rata Cost for each, (iii) the total of
all Pro Rata Costs and (iv) the current  monthly  charge for the Offices.  Cubic
shall pay to Tauren all  undisputed  amounts  set forth on such  invoice  within
thirty days following receipt of such invoice.

3.   On April 1 of each year during  which this  Agreement  is in effect and has
not been  terminated,  Tauren  shall  submit  to Cubic a list of all oil and gas
exploration and development  prospects in which Tauren owns a working  interest,
for  which  Tauren  plans to  commence  exploration  and/or  development  in the
upcoming July 1 through June 30 year ("Tauren Prospects"). Tauren will meet with
Cubic by April 15 of that year to further explain the Tauren Prospects. By May 1
of each year, Cubic may elect to participate,  on a "ground floor" basis, in any
or all of the Tauren  Prospects for that year. Cubic shall never be obligated to
purchase a working interest in any prospect listed on the Tauren Prospects.

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     As for each  prospect  on the  Tauren  Prospects  list,  Cubic may elect to
purchase,  at Tauren's cost  therefore,  up to  twenty-five  percent of Tauren's
working  interest  in that  prospect.  Cubic  shall  pay  Tauren in cash for the
working  interest  purchased  from  Tauren,  and shall pay its share of expenses
attributable to working interest owners for prospects in which it owns a working
interest.

     Tauren reserves the right to change its Tauren  Prospects list at any time,
provided that Tauren shall not commence  exploration and development on any such
prospect that has been removed from the Tauren  Prospects list during such year.
Tauren shall use good faith and commercially  reasonable  efforts to replace any
oil and gas  exploration  and  development  prospect  deleted  from  the  Tauren
Prospects  list with a similar  prospect  for which it then  intends to commence
exploration  and development  during such year. At Cubic's option,  Tauren shall
refund any monies paid to it by Cubic for a working interest in any prospect for
which exploration and development is not commenced during such year.

4.   On the date  hereof,  Cubic shall issue to Tauren  three  warrants,  in the
forms attached  hereto as Exhibits "A", "B", and "C". These warrants shall allow
Tauren to purchase Cubic unregistered common shares as follows: (a) Tauren shall
receive a warrant  from  Cubic,  exercisable  following  May 1, 2002 to purchase
125,000  unregistered  common shares of Cubic at an exercise  price of $1.00 per
share, to expire on April 30, 2003,  unless the Agreement is terminated prior to
May 1, 2002, in which event such warrant shall immediately terminate, (b) Tauren
shall  receive  a  warrant  from  Cubic,  exercisable  following  May 1, 2003 to
purchase  150,000  unregistered  common shares of Cubic at an exercise  price of
$1.50 per share, to expire on April 30, 2004, unless the Agreement is terminated
prior to May 1, 2003, in which event such warrant shall  immediately  terminate,
and (c) Tauren shall receive a warrant from Cubic,  exercisable following May 1,
2004 to  purchase  200,000  unregistered  common  shares of Cubic at an exercise
price of $2.00 per share,  to expire on April 30, 2005,  unless the Agreement is
terminated  prior to May 1, 2004, in which event such warrant shall  immediately
terminate.

5.   This  Agreement  shall  commence as of the effective  date so stated above.
This Agreement  shall  terminate upon the earliest of (a) December 31, 2004, (b)
ninety (90) days following written notice from Cubic to Tauren of Cubic's intent
to  terminate  this  Agreement  prior to  December  31, 2004 or (c) such time as
Calvin  Wallen ceases to serve as the Chief  Executive  Officer of Cubic without
his prior written consent.

6.   THE OPERATION, CONSTRUCTION, VALIDITY AND EFFECT OF THIS AGREEMENT SHALL BE
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS.  TAUREN AND CUBIC
AGREE THAT THE COURTS OF DALLAS  COUNTY,  TEXAS AND THE UNITED  STATES  DISTRICT
COURTS FOR THE  NORTHERN  DISTRICT  OF TEXAS SHALL HAVE  EXCLUSIVE  JURISDICTION
REGARDING ANY DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT.


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7.   If any  provision  or  covenant of this  Agreement  is found to be illegal,
invalid or unenforceable, the remaining provisions and covenants shall remain in
full force and effect. Further, that illegal, invalid or unenforceable provision
or covenant shall be deemed  modified to the extent  necessary to alleviate such
illegality,  invalidity or  unenforceability,  with such  modified  provision or
covenant treated as if always contained herein.

8.   This  Agreement,  and the respective  rights and obligations of each of the
parties  hereto,  may not be assigned by either party  without the prior written
consent of the other party. Further,  this Agreement,  and the respective rights
and obligations of each of the parties hereto, shall not inure to the benefit of
any  purchaser or owner of the common stock or voting stock of Cubic,  and shall
not inure to the benefit of the purchaser of the assets or substantially  all of
the  assets of  Cubic;  and,  this  Agreement,  and the  respective  rights  and
obligations of each of the parties hereto, shall not inure to the benefit of any
purchaser or owner of the common stock or voting stock of Tauren,  and shall not
inure to the benefit of the purchaser of the assets or substantially  all of the
assets of Tauren. Subject to the preceding sentence,  this Agreement shall inure
to the benefit of and be binding upon any legal successor to or permitted assign
of either party hereto.

9.   This  Agreement is the  complete  integration  of the  agreement as between
Cubic and Tauren with respect to the subject  matter  hereof.  Any  amendment or
modification  to this  Agreement must be in writing,  dated,  and signed by both
Cubic and Tauren.

10.  Where  applicable,  the provisions  and covenants of this  Agreement  shall
survive the termination of this Agreement.

     EXECUTED as of___ the day of February,  2002,  but  effective as of January
1, 2002.


Tauren Exploration, Inc.                             Cubic Energy, Inc.



By:___________________________                       By:________________________
Its:                                                 Its:


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