ex10-1.htm

Exhibit 10.1

    SETTLEMENT
      AGREEMENT AND

    MUTUAL
      RELEASE

    


    This
      Settlement Agreement and Mutual
      Release (this “Agreement” or “Mutual Release”) entered into on November __,
      2007, is by and between Texhoma Energy, Inc., a Nevada Corporation (“Texhoma,”
and unless otherwise stated, the defined term Texhoma shall include any and
      all
      subsidiaries of Texhoma, including Texaurus Energy, Inc., a Delaware
      corporation) and Frank A. Jacobs, an individual (“Jacobs”) and Jacobs Oil &
Gas Limited, a British Columbia corporation (“JOGL,” and collectively with
      Jacobs, the “Jacobs Parties”), Clover Capital, (“Clover”), Capersia Pte. Ltd., a
      Singapore company (“Capersia”), Peter Wilson, an individual (“Wilson”), and
      Sterling Grant Capital, Inc. a BC corporation (“SGC”) (collectively, Clover,
      Capersia, Wilson and SGC, the “Non- Jacobs Parties,” and with the Jacobs Parties
      (the “Interested Parties”, and individually, an “Interested Party”), each
      sometimes referred to herein as a “Party,” and collectively referred to herein
      as the “Parties.”

    


    
      	
               

            	
              1.      Representations
                and Warranties of the Interested
                Parties:

            


    

    


    
      	
              1.1

            	
              Capersia
                entered into a Sale and Purchase Agreement with Texhoma on or about
                November 4, 2004, pursuant to which Texhoma purchased a 40% interest
                in
                Black Swan Petroleum Pty. Ltd., for 56,000,000 (post forward split)
                shares
                of Texhoma common stock, of which approximately 26,000,000 shares
                have
                been transferred and/or gifted to various parties, leaving an aggregate
                of
                30,000,000 shares held in the name of Capersia as of the date of
                this
                Agreement (the “Capersia Shares”).

            
	 	 
	
              1.2

            	
              Jacobs
                was previously employed by Texhoma as a Director of Texhoma from
                approximately January 24, 2005, to June 14, 2007; as Chief Executive
                Officer of Texhoma from approximately April 12, 2006, to June 5,
                2006, and
                from approximately May 17, 2007 to June 4, 2007; as Chief Financial
                Officer from approximately May 17, 2007 to June 14, 2007; and as
                Executive
                Chairman during the period from approximately January 24, 2005 to
                June 14,
                2007 (collectively the “Employment”).

            
	 	 
	
              1.3

            	
              On
                or about March 24, 2006, Jacobs subscribed and paid cash for 7,500,000
                shares of Texhoma’s common stock for aggregate consideration of $300,000
                (the “Jacobs Shares”).

            
	 	 
	
              1.4

            	
              On
                or about October 19, 2006, during which time Jacobs served as Executive
                Chairman, Texhoma issued a Promissory Note to JOGL, an entity controlled
                by Jacobs in the amount of $493,643.77, which amount purportedly
                represented funds advanced to the Company by Jacobs and management
                fees
                owed to Jacobs (the “Jacobs Note”), a copy of which is attached hereto as
                Exhibit A.

            
	 	 
	
              1.5

            	
              On
                or around October 19, 2006, in security for the repayment of the
                Jacobs
                Note, Texhoma entered into a Security Agreement with Jacobs, attached
                hereto as Exhibit B, under which Security Agreement, Texhoma transferred
                200,000 shares of the common stock of Morgan Creek Energy Corp. to
                Jacobs
                as security for the repayment of the Jacobs Note (the “Morgan Creek
                Shares”).

            
	 	 
	
              1.6

            	
              In
                April and May 2006, Texhoma issued an aggregate of 22,375,000 shares
                of
                its common stock to Lucayan Oil and Gas Investments, Ltd., a Bahamas
                corporation (the “LOGI Shares”).

            
	 	 
	
              1.7

            	
              On
                or about June 5, 2007, Texhoma entered into an Agreement with JOGL
                (the
                “Tolling Agreement,” attached hereto as Exhibit C, pursuant to which JOGL
                agreed that no interest would be due from Texhoma and/or accrue on
                the
                principal or accrued interest to date on the Jacobs Note for a period
                of
                one (1) year from the date of the Tolling Agreement and that JOGL
                would
                not try to collect the principal and/or accrued interest on such
                Jacobs
                Note for a period of one (1) year.

            
	 	 
	
              1.8

            	
              On
                or about June 5, 2007, several of Texhoma’s largest shareholders,
                including Capersia and Jacobs, entered into a Voting Agreement, whereby
                they agreed that until June 5, 2009, neither would vote any of the
                shares
                of common stock which they held for (i.e. in favor of) the removal
                of
                William M. Simmons or Daniel Vesco, Texhoma’s Directors, or for or against
                various other shareholder approvals as described in greater detail
                on the
                Voting Agreement, attached hereto as Exhibit D (the “Voting
                Agreement”).  

            
	 	 
	
              1.9

            	
              The
                issuances of the Jacobs Shares, the Capersia Shares and the LOGI
                Shares
                (collectively the “Shares”), were validly issued, with approval by
                Texhoma’s Directors, fully paid and non-assessable upon their
                issuance  and the legal opinions previously provided for the
                sale or transfer of any such Shares pursuant to Rule 144 under the
                Securities Act of 1933, as amended, were compliant with Rule
                144.

            
	 	 
	
              1.10

            	
              The
                Parties wish to enter into this Mutual Release to settle their
                disputes.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              2.      Settlement.

            


    

    


    
      	
              2.1

            	
              The Jacobs
                Parties agree that in consideration for Texhoma agreeing to the terms
                and
                conditions of Section 3.3 and Section 4.3, as well as the other terms
                and
                conditions contained herein (the “Jacobs Consideration”), that the Jacobs
                Parties agree to the terms and conditions of Section 3.1, Section
                4.1 and
                Section 5, below, as well as the other terms and conditions contained
                herein.

            
	 	 
	
              2.2

            	
              The
                Non-Jacobs Parties agree that in consideration for Texhoma agreeing
                to the
                terms and conditions of Section 3.3 and Section 4.3, as well as the
                other
                terms and conditions contained herein (the “Non-Jacobs Consideration”),
                that the Non-Jacobs Parties agree to the terms and conditions of
                Section
                3.2, Section 4.2 and Section 5, below, as well as the other terms
                and
                conditions contained herein.

            
	 	 
	
              2.3

            	
              Texhoma
                agrees that in consideration for the Interested Parties agreeing
                to the
                terms and conditions of Sections 3.1, 3.2, 4.1, 4.2 and Section 5,
                below,
                as well as the other terms and conditions contained herein (the “Texhoma
                Consideration”), that Texhoma agrees to the terms and conditions of
                Section 3.3 and 4.3, below, as well as the other terms and conditions
                contained herein.

            
	 	 
	
              2.4

            	
              The
                Jacobs Parties agree that they will receive valid consideration from
                the
                Jacobs Consideration.

            
	 	 
	
              2.5

            	
              The
                Non-Jacobs Parties agree that they will receive valid consideration
                from
                the Non-Jacobs Consideration.

            
	 	 
	
              2.6

            	
              Texhoma
                agrees that it will receive valid consideration from the Texhoma
                Consideration.

            


    

    


    
      	
               

            	
              3.      Settlement
                Terms.

            


    

    


    
      	
              3.1

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                the
                Jacobs Parties, for themselves, their agents, servants, attorneys,
                officers, directors, employees, successors and assigns, to the extent
                legally allowed, hereby covenant and agree as follows:

            
	 	 
	
              3.1.1

            	
              To
                return 5,000,000 of the Jacobs Shares to Texhoma for cancellation
                (and to
                provide Texhoma authority and consent and to execute any required
                documentation in connection with such authority and consent to affect
                such
                cancellation) promptly after the Parties entry into this Mutual Release
                (the “Jacobs Cancellation”), which will leave Jacobs with 2,500,000 shares
                of Texhoma’s common stock (the “Remaining Jacobs Shares”) and that neither
                of the Jacobs Parties shall have any claim to or interest in any
                of the
                Jacobs Shares, other than the Remaining Jacobs Shares, subsequent
                to such
                return and cancellation.

            
	 	 
	
              3.1.2

            	
              That
                in connection with the Parties entry into this Mutual Release, that
                any
                and all debt owed by Texhoma to the Jacobs Parties, which is known
                or
                unknown, accounted for or unaccounted for, will be forever discharged
                and
                forgiven, the result of which will be that following the Parties
                entry
                into this Mutual Release, Texhoma will owe no cash nor any other
                consideration to any of the Jacobs Parties, or to any of the Non-Jacobs
                Parties, including but not limited to Clover and
                Capersia.

            
	 	 
	
              3.1.3

            	
              That
                Texhoma shall owe Jacobs no rights to contribution and/or indemnification
                in connection with his service to Texhoma as an officer or Director
                and/or
                in connection with his service to Texaurus Energy, Inc.,
                as   an officer or Director of such companies, following
                the Parties entry into this Mutual Release, for any matters, claims,
                or
                actions whatsoever, in connection with any cause of action, lawsuit,
                or
                complaint of any kind brought by any current or former shareholder
                of
                Texhoma or Texaurus, and/or current officer or Director of Texhoma
                or any
                regulatory board or commission.

            
	 	 
	
              3.1.4

            	
              That
                Jacobs will certify the accuracy and correctness of Texhoma’s yet to be
                prepared annual and interim financial statements and periodic reports,
                relating to the time periods of the Employment, in a form substantially
                similar to the SEC’s required (i) Certification Of Chief Executive Officer
                and Chief Financial Officer Pursuant To Section 302 of The Sarbanes-Oxley
                Act Of 2002 and Certification of Chief Executive Officer; and (ii)
                Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section
                1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
                Of 2002
                (collectively the “Certifications”).

            
	 	 
	
              3.1.5

            	
              That
                Jacobs will certify the accuracy and correctness of Texhoma’s previously
                prepared and filed annual and interim financial statements and periodic
                reports, relating to the time period of the Employment, by executing
                the
                Certifications attached hereto as Exhibit E.

            
	 	 
	
              3.1.6

            	
              That
                neither of the Jacobs Parties has any interest in, claim to, or
                disagreement with the LOGI Shares, and neither of the Jacobs Parties
                will
                take any steps or actions to prevent the sale of or transfer of such
                LOGI
                Shares, inquire into the status of such shares and/or to purchase
                and/or
                finance such shares in the future, directly or
                indirectly.

            
	 	 
	
              3.1.7

            	
              Jacobs
                agrees to continue to assist Texhoma to the best of his ability and
                knowledge, as Texhoma may reasonably request in writing, with responses
                to
                any questions asked regarding Texhoma’s operations and/or financial
                statements.  Jacobs also agrees to use his best efforts to
                produce executed copies of any documents reasonably requested by
                Texhoma,
                concerning Texhoma’s prior operations, liabilities, financial statements
                or disclosure in its Securities and Exchange Commission filings,
                directly
                or indirectly.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 
	
              3.1.8

            	
              Jacobs
                agrees that any and all stock options which were granted by Texhoma
                to
                Jacobs previously in connection with his Employment or otherwise
                have
                previously expired unexercised and that he holds no options or warrants
                in
                the common stock of Texhoma or Texaurus.

            
	 	 
	
              3.1.9

            	
              That
                the Voting Agreement shall remain in full affect and force following
                the
                Parties’ execution of this Mutual Release and be enforceable against
                Jacobs for and until the expiration of the term of such Voting
                Agreement.

            
	 	 
	
              3.1.10

            	
              Jacobs
                certifies that he does not control or have any participation, beneficial
                ownership in, and/or interest in any shares of Texhoma other than
                the
                Jacobs Shares.

            
	 	 
	
              3.1.11

            	
              That
                nothing in this Mutual Release shall be construed in any way to relate
                to
                the approval or validation of the consideration given for or the
                validity
                of the issuance of the Shares by Texhoma or its current officers
                and
                directors, and/or to the validity or approval of any legal opinions
                previously provided for the sale or transfer of any such Shares pursuant
                to Rule 144 under the Securities Act of 1933, as amended or otherwise,
                by
                Texhoma or its current officers and directors.

            
	 	 
	
              3.2

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                the
                Non-Jacobs Parties, for themselves, their agents, affiliates, servants,
                attorneys, officers, directors, employees, successors and assigns,
                to the
                extent legally allowed, hereby covenant and agree as
                follows:

            
	 	 
	
              3.2.1

            	
              That
                in connection with the Parties entry into this Mutual Release, that
                any
                and all debt owed by Texhoma to Clover or Capersia or any affiliated
                parties of Clover or Capersia, or any other of the Non-Jacobs Parties,
                which is known or unknown, accounted for or unaccounted for, will
                be
                forever discharged and forgiven, the result of which will be that
                following the Parties entry into this Mutual Release, Texhoma will
                owe no
                cash nor any other consideration to either Clover or Capersia, nor
                any
                other of the Non-Jacobs Parties.

            
	 	 
	
              3.2.2

            	
              That
                none of the Non-Jacobs Parties have any interest in, claim to, or
                disagreement with the
                LOGI Shares, and none  of the Non-Jacobs Parties will take any
                steps or actions to prevent the sale of or transfer of such LOGI
                Shares,
                inquire into the status of such shares and/or to purchase such shares,
                inquire into the status of such shares and/or to purchase and/or
                finance
                such shares in the future, directly or
                indirectly.

            
	 	 
	
              3.2.3

            	
              That
                the Voting Agreement shall remain in full affect and force and be
                enforceable against Capersia for and until the expiration of the
                term of
                such Voting Agreement.

            
	 	 
	
              3.2.4

            	
              Capersia
                agrees not to sell, gift or otherwise transfer an amount of the Capersia
                Shares in excess of 2% of Texhoma’s then outstanding shares of common
                stock, in any three (3) month period, until the second anniversary
                of the
                Parties entry into this Mutual Release, unless such transfer is
                pre-approved in writing by Texhoma in its sole discretion (the “Capersia
                Leak-Out”).  Capersia further agrees that Texhoma may require
                Capersia to have an additional restrictive legend placed on the Capersia
                Shares, evidencing and disclosing the terms of the Capersia Leak-Out,
                in
                Texhoma’s sole discretion and that Capersia will promptly comply with such
                additional legend requirement.

            
	 	 
	
              3.2.5

            	
               That
                nothing in this Mutual Release shall be construed in any way to relate
                to
                the approval or validation of the consideration given for or the
                validity
                of the issuance of the Shares by Texhoma or its current officers
                and
                directors, and/or to the validity or approval of any legal opinions
                previously provided for the sale or transfer of any such Shares pursuant
                to Rule 144 under the Securities Act of 1933, as amended or otherwise,
                by
                Texhoma or its current officers and directors.

            
	 	 
	
              3.3

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                Texhoma, for itself, its agents, servants, attorneys, officers, directors,
                employees, successors and assigns, to the extent legally allowed,
                hereby
                covenants and agrees as follows:

            
	 	 
	
              3.3.1

            	
              Jacobs
                will retain the Remaining Jacobs Shares, Capersia will retain the
                Capersia
                Shares, and any previous assigns or transferees of the Jacobs Shares
                or
                the Capersia Shares, will retain such transferred or assigned shares,
                free
                and clear of any and all claims to such shares by Texhoma, other
                than the
                Capersia Leak-Out, described above.

            
	 	 
	
              3.3.2

            	
              Texhoma
                will release any and all claims to the Morgan Creek Shares and/or
                any
                additional shares of Morgan Creek Energy Corp., which Texhoma may
                have
                been due and/or be due as a result of any splits or shares distributions
                relating to the Morgan Creek Shares, and agrees that such Morgan
                Creek
                Shares shall be the sole property of Jacobs following the Parties
                entry
                into this Mutual Release, which Morgan Creek Shares were previously
                held
                by Jacobs in trust as collateral for repayment of the Jacobs
                Note.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 


    

    
      	
               

            	
              4.      Mutual
                Release.

            


    

    


    
      	
              4.1

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                each
                of the Jacobs Parties, for themselves, their officers, directors,
                agents,
                servants, representatives, successors, employees and assigns,
                hereby covenants and agrees as follows:

            
	 	 
	
              4.1.1

            	
              That
                each of the Jacobs Parties hereby releases, acquits and forever discharges
                Texhoma, its current and former agents, officers, directors, servants,
                attorneys, representatives, successors, employees and assigns (each
                a
                “Texhoma Party” and collectively the “Texhoma Parties”) from any and all
                rights, obligations, claims, demands and causes of action, whether
                in
                contract, tort, under state and/or federal law, or state and/or federal
                securities regulations, whether asserted or unasserted, whether known
                or
                unknown, suspected or unsuspected, which they ever had or now have,
                upon
                or by reason of any manner, cause, causes or thing whatsoever, including
                without limitation, any presently existing claim or defense, whether
                or
                not presently asserted, suspected, contemplated or anticipated, arising
                from or relating to any Texhoma Party, the operations of Texhoma,
                and/or
                Texhoma in general, for or by reason of any matter, cause or thing
                whatsoever, including all obligations arising therefrom, and omissions
                and/or conduct of Texhoma or the Texhoma Parties, relating directly
                or
                indirectly thereto.

            
	 	 
	
              4.2

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                the
                Non-Jacobs Parties for themselves, their officers, directors, affiliates,
                agents, servants, representatives, successors, employees and assigns,
                hereby covenant and agree as follows:

            
	 	 
	
              4.2.1

            	
              That
                the Non-Jacobs Parties hereby release, acquit and forever discharge
                Texhoma, its current and former agents, officers, directors, servants,
                attorneys, representatives, successors, employees and assigns from
                any and
                all rights, obligations, claims, demands and causes of action, whether
                in
                contract, tort, under state and/or federal law, or state and/or federal
                securities regulations, whether asserted or unasserted, whether known
                or
                unknown, suspected or unsuspected, , which they ever had or now have,
                upon
                or by reason of any manner, cause, causes or thing whatsoever, including
                without limitation, any presently existing claim or defense, whether
                or
                not presently asserted, suspected, contemplated or anticipated, arising
                from or relating to any Texhoma Party, the operations of Texhoma,
                and/or
                Texhoma in general, for or by reason of any matter, cause or thing
                whatsoever, including all obligations arising therefrom, and omissions
                and/or conduct of Texhoma or the Texhoma Parties, relating directly
                or
                indirectly thereto.

            
	 	 
	
              4.3

            	
              In
                consideration of the agreements and covenants set forth herein above
                and
                below, the sufficiency of which is hereby acknowledged and confessed,
                Texhoma, hereby covenants and agrees as follows:

            
	 	 
	
              4.3.1

            	
              That
                Texhoma hereby releases, acquits and forever discharges each of the
                Interested Parties, their current and former agents, officers, directors,
                servants, attorneys, representatives, successors, employees and assigns
                in
                their role with such entities limited only to such demonstrable capacities
                from any and all rights, obligations, claims, demands and causes
                of
                action, whether in contract, tort, under state and/or federal law,
                or
                state and/or federal securities regulations, whether asserted or
                unasserted, whether known or unknown, suspected or unsuspected, which
                they
                ever had or now have, upon or
                by reason of any manner, cause, causes or thing whatsoever, including
                without limitation, any presently existing claim or defense, whether
                or
                not presently asserted, suspected, contemplated or anticipated, arising
                from or relating to the Capersia Shares, the Employment, the Jacobs
                Note,
                the Jacobs Shares, the Morgan Creek Shares, and the LOGI Shares
                (“Disputes”), for or by reason of any matter, cause or thing whatsoever,
                including all obligations arising therefrom, and omissions and/or
                conduct
                of any of the Interested Parties and/or their former or current agents,
                attorneys, servants, representatives, successors, employees, directors,
                officers and assigns, relating directly thereto in their role with
                such
                entities limited only to such demonstrable capacities in connection
                with
                the Disputes.

            
	 	 
	
              4.4

            	
              The
                Parties understand, acknowledge and agree that the releases set forth
                above may be pleaded as a full and complete defense and may be used
                as a
                basis for an injunction against any action, suit or other proceeding
                which
                may be instituted, prosecuted or attempted in breach of the provisions
                of
                such releases.  Similarly, the Parties agree that no fact,
                event, circumstance, evidence or transaction which could now be asserted
                or which may hereafter be discovered relating to the subject matter
                discussed above, shall affect in any manner the final, absolute and
                unconditional nature of the release set forth
                above.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              5.      Confidentiality
                and Non-Disclosure.

            


    

    


    
      	
              5.1

            	
              Confidentiality.

            
	 	 
	 	
              The
                Interested Parties hereby agree that the existence of this Mutual
                Release
                is and shall remain confidential and that any public announcement
                thereof,
                or Securities Exchange Commission report filed in connection therewith,
                in
                whatever timing or manner, shall be at the sole discretion of
                Texhoma.  The Interested Parties hereby also agree that the
                terms of the settlement described in this Mutual Release, and as
                such may
                have been previously discussed among the Parties, are and shall,
                at the
                discretion of Texhoma, remain confidential and the Interested Parties
                agree that such terms shall not be disclosed by the Interested Parties
                to
                any other person; provided, however, that any of the Interested Parties
                may disclose the terms of this Mutual Release (i) to its attorneys,
                accountants, senior managers or other professionals retained by the
                disclosing party for the purpose of rendering advice to the disclosing
                party as necessary to for fulfilling their obligations hereunder
                or filing
                tax returns so long as such persons are informed by the disclosing
                party
                as to the confidential nature of such information and are directed
                by the
                disclosing party to treat such information confidentially and to
                use it
                only in connection with their representation of the disclosing party;
                and
                (ii) pursuant to any legal process requiring such
                disclosure.  In the event that one of the Interested Parties is
                required by lawful order or subpoena to disclose any of the terms
                of this
                Mutual Release, said party must notify Texhoma of such order or subpoena
                immediately and prior to making any disclosures and shall provide
                Texhoma
                with the opportunity and cooperation necessary to object to, contest,
                or
                seek a protective order or other remedy concerning such
                disclosure.

            
	 	 
	
              5.2

            	
              Nondisparagement.

            
	 	 
	
              5.2.1

            	
              The
                Interested Parties agree that they will not say, write or cause to
                be
                said, disseminated, published, issued, communicated or written, any
                statement that may be considered defamatory, derogatory, or disparaging
                of
                Texhoma or any of Texhoma’s past, present, or future parents,
                subsidiaries, affiliates, officers, directors, trustees, employees,
                attorneys, investors, and agents, and its and their heirs, successors,
                assigns, representatives, and predecessors, individually and in their
                official capacities, except to the extent the same is a privileged
                communication under applicable law.

            
	 	 
	
              5.2.2

            	
              The
                Interested Parties agree that they will not say, write or cause to
                be
                said, disseminated, published, issued, communicated or written, any
                statement whatsoever, relating to Texhoma or any of Texhoma’s past,
                present, or future parents, subsidiaries, affiliates, officers, directors,
                trustees, employees, attorneys, investors, and agents, and its and
                their
                heirs, successors, assigns, representatives, and predecessors,
                individually and in their official capacities, to Laurus Master Fund,
                Ltd., any current, former or future affiliates of Laurus Master Fund,
                Ltd., any other former, current or future officers and directors
                of
                Texhoma, and/or any other former, current or future business partners
                or
                parties to any agreements whatsoever with Texhoma, without the prior
                written consent of Texhoma.

            
	 	 
	
              5.3

            	
              Damages.

            
	 	 
	
              5.3.1

            	
              The
                Interested Parties agree that upon any breach of this Section 5,
                by any
                Interested Party, whether intentional or unintentional, deliberate
                or
                accidental, for any reason whatsoever, such Interested Party will
                pay
                Texhoma liquidated damages in the amount of $25,000, per breach,
                which
                amount shall not be a penalty, but which amount the Interested Parties
                agree is a good faith estimate of the actual damages that will be
                caused
                to Texhoma by such breach by any Interested Party (the “Interested Party
                Liquidated Damages”). Each Interested Party further agrees that such
                Interested Party Liquidated Damages are reasonable.  The
                recovery of the Liquidated Damages shall not limit Texhoma’s (nor any
                other of the Texhoma Parties’) ability to pursue any cause of action, or
                obtain any other judgment, injunction or remedy, whatsoever, against
                any
                of the Interested Parties in connection with any such breach of this
                Section 5, and, all Parties agree that such Liquidated Damages shall
                be in
                addition to any remedy in law or
                equity.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 


    

    
      	
               

            	
              6.      Miscellaneous

            


    

    


    
      	
              6.1

            	
              No
                Other Cause of Action.  The Parties are not aware of
                any claims not being released herein against them.

            
	 	 
	
              6.2

            	
              Capacity
                and Authorization.  The Parties to this Mutual Release
                further represent that they have read it in full before its execution
                and
                that they fully understand the meaning, operation and effect of its
                terms.  Each individual signing this Mutual Release warrants and
                represents that he or she has the full authority and is duly authorized
                and empowered to execute this Mutual Release on behalf of the Party
                for
                which he or she signs.

            
	 	 
	
              6.3

            	
              Assignments.  The
                Interested Parties represent that they have not assigned, in whole
                or in
                part, any
                claims, demands and/or causes of action against Texhoma to any person
                or
                entity prior to their execution of this Mutual
                Release.

            
	 	 
	
              6.4

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

            
	 	 
	
              6.5

            	
              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.

            
	 	 
	
              6.6

            	
              Binding
                Effect.  This Mutual Release shall be binding on and
                inure to the benefit of the Parties and their respective heirs,
                successors, assigns, directors, officers, agents, employees and personal
                representatives.

            
	 	 
	
              6.7

            	
              Modification.  No
                modification or amendment of this Mutual Release shall be effective
                unless
                such modification or amendment shall be in writing and signed by
                all
                Parties hereto.

            
	 	 
	
              6.8

            	
              Entire
                Agreement.  This Mutual Release constitutes the entire
                agreement between the Parties pertaining to the subject matter hereof
                and
                supersedes all prior and contemporaneous agreements, understandings,
                negotiations and discussions, whether oral or written, of the Parties
                in
                connection with the subject matter hereof.

            
	 	 
	
              6.9

            	
              Interpretation.  The
                interpretation, construction and performance of this Mutual Release
                shall
                be governed by the laws of the State of Texas.  Whenever used
                herein, the singular number shall include the plural, the plural
                shall
                include the singular and the use of any gender shall be applicable
                to all
                genders.

            
	 	 
	
              6.10

            	
              Faxed
                Signatures.  For purposes of this Mutual Release a
                faxed signature shall constitute an original signature.

            
	 	 
	
              6.11

            	
              Execution.  This
                Mutual Release may be executed in several counterparts, each of which
                shall be deemed an original, and such counterparts taken together
                shall
                constitute but one and the same Mutual Release.  A photocopy of
                this Mutual Release shall be effective as an original for all
                purposes.

            
	 	 


    

    


    


    


    


    


    [Remainder
      of page left intentionally blank. Signature page follows.]

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    IN
      WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
      executed this Mutual Release as of the date first written above.

    
 

    Texhoma
      Energy,
      Inc.

    


    


    /s/
      Frank A.
      Jacobs                                                                             
/s/ Daniel Vesco

    Frank
      A.
      Jacobs                                                                                  Daniel
      Vesco

     CEO

    


    


    Jacobs
      Oil & Gas
      Limited                                                                
Texaurus Energy, Inc.

    By:
      Texhoma Energy, Inc.

    By:
      /s/ Frank A.
      Jacobs                                                                     Its:
      Sole Shareholder

    Its:
      President and
      CEO                                                                        /s/
      Daniel Vesco

    Printed
      Name: Frank A.
      Jacobs                                                         Daniel
      Vesco

     CEO

    


    


    Clover
      Capital                                                                                     
Capersia Pte. Ltd.

    


    By:
      /s/ Dr. Gerold
      Hoop                                                                      
By: /s/ Richard Wilson

    Its:
      Director                                                                                        Its:
      Directors Duly Authorized Signatory

    Printed
      Name: Dr. Gerold
      Hoop                 
                                      
Printed Name: Richard Wilson

    


    


    Sterling
      Grant Capital, Inc.

    


    By:
      /s/ Peter Wilson

    Its:
      President                                                                                         /s/
      Peter Wilson

    Printed
      Name: Peter
      Wilson                       
                                       
Peter Wilson

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      E

    CERTIFICATION
      OF FRANK A. JACOBS PURSUANT TO

    SECTIONS
      302 and 906 OF THE SARBANES-OXLEY ACT OF 2002

    


    I,
      Frank
      A. Jacobs, certify that:

    


    1.            I
      have reviewed Texhoma Energy, Inc.’s (the “Company’s”) Annual Report on Form
      10-KSB for the period ended September 30, 2005, which was filed with the
      Securities and Exchange Commission (the “SEC”) on August 21, 2007, and the
      Company’s Quarterly Report on Form 10-QSB for the period ending December 31,
      2005, filed with the SEC on September 11, 2007, the Company’s Quarterly Report
      on Form 10-QSB for the period ending March 31, 2006, filed with the SEC on
      October 2, 2007, and the Company’s Quarterly Report on Form 10-QSB for the
      period ending June 30, 2006, filed with the SEC on October 12, 2007
      (collectively, the “Report”)’

    


    2.
                  Based on
      my knowledge, the Reports do not contain any untrue statement of a material
      fact
      or omit to state a material fact necessary to make the statements made, in
      light
      of the circumstances under which such statements were made, not misleading
      with
      respect to the period covered by such Reports;

    


    3.
                  Based on
      my knowledge, the financial statements, and other financial information included
      in the Reports, fairly present in all material respects the financial condition,
      results of operations and cash flows of the Company as of, and for, the periods
      presented in such Reports;

    


    4.
                  I was
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
      during the time periods of the Reports, and:

    


    a)
                  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed, to ensure that material information relating to
      the
      Company, including its consolidated subsidiaries, was made known within those
      entities, particularly during the period in which the Reports were
      prepared;

    


    b)
                  Evaluated
      the effectiveness of the Company's disclosure controls and procedures and agree
      with the conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the periods covered by the Reports, based on such
      evaluation; and

    


    c)
                  Agree
      with the disclosure in the Reports, regarding any change in the Company's
      internal control over financial reporting that occurred during the time periods
      covered by the Reports that have materially affected, or is reasonably likely
      to
      materially affect, the Company's internal control over financial reporting;
      and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.
                  I have
      disclosed, based on, my evaluation of internal control over financial reporting,
      to the Company:

     

    a)
                  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Company's ability to record, process, summarize and report
      financial information, which are present or were present during the time periods
      of the Reports; and

    


    b)
                  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Company's internal control over financial
      reporting.

    


    6.           
      I, Frank A. Jacobs, also certify, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Reports
      fully comply with the requirements of Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 and that information contained in such Reports fairly
      presents in all material respects the financial condition and results of
      operations of Texhoma Energy, Inc. as of the periods covered by the
      Reports.

    


    The
      Company, and its officers, Directors, agents and representatives may rely on
      this certification letter. I personally, will jointly and severally indemnify
      the Company and hold the Company harmless from and against any and all loss
      damage, claim, liability and expense arising out of or resulting from the breach
      of any warranty, certification, representation or covenant herein.

    


    


    ______________________

    Frank
      A.
      Jacobs

    


    


    Date:__________________