Management Services Agreement with Valeska and Amendment thereto


    Exhibit 10.4

     

    TEXHOMA ENERGY


     

    Management
      Services Agreement with Valeska Energy Corp.

     

    


     

    
      	 	
              1.

            	
              Texhoma
                Energy, Inc (“Texhoma” or the “Company”) has accepted the resignation of
                its President & CEO, Mr. Max Maxwell. The Company is now in search of
                management. Frank Jacobs has resumed his full time role as President
&
                CEO, a position he held from January 2005 to April 2006 before Mr.
                Maxwell
                took over. Mr. Jacobs is the sole director of the
                Company.

            


    

     

    
      	 	
              2.

            	
              The
                Company has requested Valeska Energy (“VE”) to enter a Management
                Consultancy engagement and VE has indicated an interest to do so.
                Both
                parties are desirous to enter into this Agreement to document their
                mutual
                agreement, understanding of the tasks to be accomplished, and the
                compensation to be received by VE.

            


    

     

    
      	 	
              3.

            	
              The
                immediate short term requirements of Texhoma
                are:

            


    

     

    
      	 	
              a.

            	
              The
                management of the audit process and the filing of the quarterly reports
                to
                make the Company current and reinstate trading on the
                OTCBB;

            


    

     

    
      	 	
              b.

            	
              Reporting
                to Laurus Fund on production, cash flow and reserves as and when
                required
                to ensure the Company is in compliance with the
                lending-terms.

            


    

     

    
      	 	
              c.

            	
              Various
                “housekeeping” tasks within TXHE with regard to streamlining the
                administrative and management operations of the
                Company.

            


    

     

    


    
      	 	
              4.

            	
              VE
                has proposed an interest in entering into a joint venture (JV) with
                Texhoma and the Company is desirous to enter such JV.
                The partnership will be owned 80/20 in favor of VE with VE the
                General Partner. Valeska would have the right to "put" ownership of
                VE’s JV interest to TXHE for TXHE stock at the prevailing market
                price at the time the JV is established, or at the market price at
                the
                time a Put is exercised, at the option of
                VE.

            


    


    
      
         

        Texhoma
          Energy Inc. OTC - TXHE

        2200
          Post
          Oak Blvd., Suite 340

        Houston,
          TX 77056

         

        Tel:
          713-457-0610

        Fax:
          713-457-1739

        Investor
          Relations: 604-629-8603

        texhomaenergy.com


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	5.	
              VE
                has agreed to provide management services for the purpose of running
                the day-to-day business and other administrative matters on behalf
                of TXHE
                with a view to "cleaning up" the financials and other aspects of
                the
                business of TXHE that require attention, and to position the company
                to
                move forward and increase its asset base and therefore its share
                value.

            


    

    


    
      	 	
              6.

            	
              In
                return for services provided, VE consideration shall be as
                follows:

            


    

    


    
      	 	
              a)

            	
              Valeska
                to be engaged as a Management Consultant to TXHE with its monthly
                rate
                fixed at $10,000 (plus expenses) or 15% of TXHE revenue, whichever
                is
                greater, for three months, effective May 1, 2007. (“Revenue” does not
                include asset sales or capital additions.) The term of engagement
                shall be
                for a three-month minimum. Valeska’s payment of its fee plus expenses
                shall be senior to other payment claims on the cash of
                TXHE.

            


    

    


    
      	 	
              b)

            	
              At
                the time the company accounts, and an audit of TXHE, is brought current,
                and application is made to list the Company on the OTCBB, TXHE agrees
                to
                issue Valeska, and/or its nominees, company common stock totaling
                18
                million shares. It is anticipated that these shares shall be issued
                to
                Valeska under the “Employee Incentive Plan” (or of similar name), which is
                in place at TXHE. It
                is understood that the Plan allows for Consultants to be issued company
                stock at a zero basis.
                In
                the event such issuance is not possible due to legal reasons, TXHE
                shall
                issue the equivalent number of shares to Valeska as Preferred Convertible
                Stock, or as stock options, at the option of Valeska, with the agreed
                objective to effect a “cashless” acquisition of shares by
                Valeska.

            


    

    


    
      	 	
              c)

            	
              Neither
                TXHE nor Valeska shall make any public announcements regarding the
                relationship between Valeska, TXHE, or any individuals until all
                parties
                agree.

            


    

    


    
      	 	
              d)

            	
              Frank's
                note will standstill, and in all cases be subordinate to any new
                debt,
                including payments to
                Valeska. 

            


    

     

    
      	 	
              7.

            	
              Entering
                into this Agreement will bind the Parties to strict confidentiality
                obligations in relation to the project and Company information and
                a
                commitment by both parties to non-circumvention certain
                introductions.

            


    


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    Accepted
      and Agreed this 14th
      day of
      May, 2007 by:

    


    


    
      	
              TEXHOMA
                ENERGY, INC. 

            	
              Valeska
                Energy Corp.

            
	 	 
	
              /s/
                Frank A. Jacobs

            	
              /s/
                William M. Simmons

            
	
              Frank
                A. Jacobs 

            	
              William
                M. Simmons

            
	
              CEO/President

            	
              CEO/President

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      Amendment
        to Management Services Agreement

      Dated
        May 14, 2007

      Between

      Texhoma
        Energy, Inc.

      And

      Valeska
        Energy Corp.

      


      June
        1, 2007

      


      


      The
        above referenced Agreement is hereby amended as follows:

      


      


      


      Paragraph
        6(a) is deleted in its entirety and replaced with the following
        paragraph:

      


      


      a. Valeska
        to be engaged as a Management Consultant to TXHE with its monthly rate fixed
        at
        $10,000 (plus expenses) or 15% of TXHE revenue, whichever is greater, for
        three
        months, effective May 1, 2007. Revenue might
        in
        the future include properties outside the Texaurus JV with Laurus, but at
        the
        moment the revenue of Texhoma consists of what it receives as its share from
        Texaurus which is the 20% of the revenue of Texaurus after the Laurus 80%
        take.
        Excluded are asset sales or income of a capital nature.
        The term
        of engagement shall be for a three-month minimum. Valeska’s payment of its fee
        plus expenses shall be senior to other payment claims on the cash of TXHE.
        


      


      Paragraph
        6(b) is deleted in its entirety and replaced with the following
        paragraph:

      


      b. As
        a
        signature payment and retainer, Texhoma shall immediately issue VE 15.2 million
        shares. At the time Texhoma financial statements and accounts are brought
        current, and application is made to reinstate Texhoma on the OTCBB, Texhoma
        agrees to issue VE a further 18.2 million shares of TXHE common stock.


      


      


      END
        OF
        AMENDMENT

      


      


      


      Agreed
        and Accepted this 1st
        day of
        June, 2007 by:

      


      


      


      
        	
                /s/
                  Frank A. Jacobs

              	
                /s/
                  William M. Simmons

              
	
                Frank
                  A. Jacobs, CEO

              	
                William
                  M. Simmons, CEO

              
	
                Texhoma
                  Energy, Inc.

              	
                Valeska
                  Energy, Corp.