DRAFT - 2/22/01

February __, 2001

Mr. Joseph T. Kaminski

Chairman and CEO

N-Vision Technology

11931 Wickchester Lane

Suite 201

Houston, TX  77043

Dear Mr. Kaminski:

This will confirm the understanding and agreement (the "Agreement") between Blaylock
& Partners, L.P. ("Blaylock") and N-Vision Technology (the "Company") as follows:

1.	The Company seeks to raise up to $[25] million through the private placement (the
"Offering") of equity or equity-linked securities (the "Equity Securities") and debt
securities (the "Debt Securities") to finance or refinance the acquisition of certain
oil and gas properties in Oklahoma (the "Acquisition") and for general corporate
purposes.  Accordingly, the Company hereby engages Blaylock, and Blaylock hereby
accepts such engagement, as the Company's exclusive Financial Advisor and
Placement Agent with respect to the Offering.



2.	As Financial Advisor and Placement Agent to the Company, Blaylock will perform
the following services (the "Services"):



(a)	Blaylock will conduct such due diligence as it deems proper to perform its
duties hereunder with respect to the business, operations, properties,
condition (financial or otherwise) and prospects of the Company and the
Acquisition;



(b)	Blaylock will advise and assist the Company in developing an appropriate
financial model, financing structure and strategy for accomplishing the
contemplated Offering;



(c)	Blaylock will make, with the Company's assistance, appropriate
presentations to relevant parties, based on a list of names to be approved by
the Company (the "Approved Sources"), concerning the contemplated
Offering, and will prepare, within 30 days of receipt, in good funds,on the
initial $25,000 cash retainer provided by paragraph 4(a) hereunder, an
appropriate financing information and placement memorandum (the
"Memorandum") to be reviewed by the Company.  The Company shall
approve the Memorandum prior to its use and will advise Blaylock in
writing that it has so approved the Memorandum and the Company shall
represent to Blaylock that the Memorandum does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.



(d)	Blaylock will use its diligent and good faith efforts to obtain commitment(s)
for the contemplated Offering on the best terms and conditions for the
Company.  The Company will cooperate fully with Blaylock in evaluating
and approving any potential commitment(s), but the Company reserves the
right to reject any potential lender, investor or joint venture partner.



(e)	Blaylock will assist the Company, to the extent requested by the Company,
with the negotiation of the terms and conditions of the Equity and Debt
Securities and will work with the Company, its counsel and other relevant
parties in the documentation and closing of the contemplated Offering.



(f)	Blaylock will render such additional advisory and related services as may
from time to time be specifically requested by the Company, and agreed to
by Blaylock.  If the parties deem it advisable to do so, the scope and fees for
any such additional services shall be set forth in an addendum to this
Agreement (an "Addendum").



To the extent that, at any time during the 12 month period subsequent to a Financial
Closing Date and thereafter until notice in writing by the Company, the Company
determines to raise debt, equity or equity-linked securities via a public offering or
private placement, pursue a merger, acquisition or divestiture opportunity or
requires M&A defense or other investment banking services, then Blaylock shall
have the first right of refusal, but not the obligation, to act as the Company's
exclusive placement agent, lead manager, financial advisor or dealer-manager, as
appropriate, in each case pursuant to a separate engagement letter which shall
provide for, among other things, mutually acceptable competitive terms, conditions,
indemnification and compensation for such services.



Nothing contemplated in this Agreement is to be construed as a commitment by
Blaylock, its affiliates or agents to lend to or invest in the contemplated Offering.
This is not a guarantee that any such Offering can be procured by Blaylock for the
Company on terms acceptable to the Company, or a representation or guarantee
that Blaylock will be able to perform successfully the Services detailed in this
Agreement.



3.	(a)	The Company shall promptly refer to Blaylock all offers and inquiries
received by the Company with respect to participation in or terms and
conditions of the Offering.



(b)	The Company shall provide full cooperation to Blaylock as may be
necessary for the efficient performance by Blaylock of its Services, including
but not limited to the following.  The Company will:



(i)	make its senior management personnel available to Blaylock at the
Company's offices in Houston, Texas (or such other mutually
acceptable location) and will instruct them to brief Blaylock fully as
to the operations, properties, condition (financial or otherwise) and
prospects of the Company and the Acquisition;



(ii)	identify to Blaylock any institutions or persons which the Company
believes would be likely for inclusion on the list of Approved
Sources;



(iii)	promptly review and comment on the draft of the Memorandum or
any other document when submitted by Blaylock for review and
approval; and



(iv)	make one or more senior management personnel available to
participate with Blaylock in making presentations to Approved
Sources at various locations selected by Blaylock.



(e)	The Company acknowledges that Blaylock is making no independent
investigation of the accuracy or completeness of the information to be
included in the Memorandum and that Blaylock makes no representation
or warranty with respect thereto.  Furthermore, the Company agrees to
advise Blaylock immediately of the occurrence of any event or any other
change known to the Company which results in the Memorandum
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make the
statements contained therein not misleading.



4.	As compensation for the Services rendered by Blaylock hereunder, the Company shall
pay Blaylock as follows:



(a)	A cash retainer of $50,000, due and payable upon execution of this
Agreement, and an additional $25,000 per month thereafter commencing
30 days after the date of this Agreement.



(b)	Upon completion of the Memorandum, the Company shall pay to Blaylock
a cash fee of $25,000, with an additional $25,000 payable 30 days thereafter..



(c)	On the Financial Closing Date, the Company shall pay to Blaylock (i) a cash
fee equal to (a) 5.0% of the amount of the Equity Securities and (b) 2.0%
of the amount of the Debt Securities and (ii) warrants priced at the offering
price per share of the Company's common stock (as of the Financial
Closing Date) equal to 5% of such common stock outstanding after the
Offering.



(d)	To the extent the Company requests a "confidence letter" with respect to
the Offering, the Company shall pay to Blaylock a cash fee equal to $20,000
upon delivery of such "confidence letter" to the Company by Blaylock.



(e)	The "Financial Closing Date" shall be the date on which the documentation
for the Offering is signed.



(f)	To the extent that, within 12 months after the termination of this
Agreement, other than pursuant to paragraph 9 (b) hereof, the Company
enters into an agreement for the Offering, it shall be conclusively presumed
that the Offering is the result of Blaylock's service hereunder and Blaylock
shall be entitled to full payment of the fee as set forth in subparagraph 4 (c)
with respect to such Offering, whether or not Blaylock participates in
arranging such financing.



7.	The Company shall reimburse Blaylock for its reasonable out-of-pocket and incidental
expenses (such as printing and distribution of any marketing materials, meals, travel
and lodging) incurred in connection with its engagement hereunder, promptly as
requested, including the fees and expenses of its legal counsel and those of any
advisor retained by Blaylock with the permission of the Company (which permission
shall not be unreasonably withheld), regardless of whether or not the contemplated
Offering is completed.  If any of such expenses have not previously been
reimbursed at the time this Agreement terminates, the Company shall promptly
reimburse Blaylock for any such expenses incurred or accrued prior to termination.



Blaylock shall have the right to request the Company to fund, in advance, Blaylock's
travel expenses incurred or to be incurred in connection with this engagement.



8.	Blaylock shall have the right to place advertisements in financial and other newspapers
and journals at its own expense describing its services to the Company hereunder.



9.	Any advice, either oral or written, provided to the Company by Blaylock hereunder shall
not be publicly disclosed or made available to third parties without the prior written
consent of Blaylock.  In addition, Blaylock may not otherwise be publicly referred
to without its prior consent.



10.	In connection with Blaylock's engagement hereunder, the Company agrees to indemnify
and hold harmless Blaylock, and its affiliates, the respective directors, partners,
officers, agents, representatives and employees of Blaylock and its affiliates and each
other person, if any, controlling Blaylock and its affiliates (each an "Indemnified
Party") to the full extent lawful, from and against any losses, claims, damages or
liabilities (or actions, including shareholder actions, in respect thereof) and will
reimburse any Indemnified Party for all costs and expenses (including counsel fees
and disbursements) as they are incurred by such Indemnified Party in connection
with investigating, preparing or defending any such action or claim, whether or not
in connection with pending or threatened litigation in which Blaylock or any other
Indemnified Party is a party, caused by or arising out of any transaction
contemplated by this Agreement or Blaylock's performing any service contemplated
hereunder.  The Company will not, however, be liable to the extent that any claims,
liabilities, losses, damages, costs or expenses of any Indemnified Party are finally
judicially determined to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party.  The Company also agrees that neither
Blaylock nor any Indemnified Party shall have any liability to the Company for, or
in connection with, such engagement except for any such liability for losses, claims,
damages, liabilities, costs or expenses incurred by the Company which are finally
judicially determined to have resulted solely from the gross negligence or willful
misconduct of any Indemnified Party.  In no event shall either party be liable to the
other party for any special, consequential or punitive damages arising under or
related to this Agreement.



The Company agrees that should Blaylock and/or any other Indemnified Party
incur any costs or expenses in connection with enforcing this Agreement (including,
without limitation, in connection with an action or actions brought by Blaylock
and/or any other Indemnified Party to collect any fees, commissions and/or other
amounts due to or payable to Blaylock and/or such other Indemnified Party
pursuant to this Agreement), then the Company, not later than three business days
after demand by Blaylock and/or such other Indemnified Party (which demand may
be made from time to time), shall pay to Blaylock (and/or such other Indemnified
Party) all of such costs and expenses, including, without limitation, reasonable
attorney's fees and expenses.



The foregoing agreements shall be in addition to any rights that Blaylock or any
Indemnified Party may have at common law or otherwise.



No compromise or settlement by the Indemnifying Party of any action or
proceeding relating to the transactions contemplated hereby shall be effective unless
it also contains an unconditional release of each Indemnified Party.
Notwithstanding anything to the contrary herein, the indemnification obligations
under this section shall survive the termination of this Agreement for a period not
to exceed the statute of limitations under applicable law.



9.	(a)	The engagement of Blaylock pursuant to this Agreement shall terminate on
the earliest of (i) the Financial Closing Date, (ii) nine calendar months from
the date of the Letter of Intent (or such other similar agreement between
the Company and seller relating to the Acquisition) or (iii) the date set forth
in a termination notice delivered by either party to the other in accordance
with the provisions set forth below.  This Agreement may be extended if
agreed to in writing by both parties.



(b)	The Company may terminate this Agreement upon 30 days' written notice
to Blaylock if (i) Blaylock shall materially default in the performance of any
of its material obligations hereunder for reasons not attributable to a breach
by the Company of any of its obligations hereunder, including but not
limited to the Company's obligations to cooperate in good faith with
Blaylock and to provide Blaylock with information or assistance in
connection with Blaylock's performance of its Services hereunder and (ii)
Blaylock does not cure such default within said 30 day period.



(c)	Blaylock may terminate this Agreement upon 30 days' written notice to the
Company without further liability or obligation on the part of Blaylock if (i)
the Company shall materially default in the performance of any of its
material obligations hereunder and (ii) the Company does not cure such
default within said 30 day period.



10.	(a)	This Agreement sets forth the entire understanding of the parties relating
to the subject matter hereof, and supersedes and cancels any prior
communications, understanding and agreements between the parties.  This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except in writing signed by both parties.



(b)	The Company acknowledges that Blaylock may carry out its Services
hereunder through or in conjunction with one or more affiliates or
subsidiaries.  The contracting parties, however, shall be and remain the
Company and Blaylock.



(c)	Any term or condition of this Agreement which is prohibited or
unenforceable in any applicable jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof; and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent
permitted by any applicable law, the Company hereby waives any provisions
of such applicable law which render any provisions hereof prohibited or
unenforceable in any respect.



11.	(a)	This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, including all matters of construction, validity
and performance.



(b)	Any dispute arising out of or relating to this Agreement or its performance
that the parties are unable to resolve by agreement shall be finally settled by
arbitration.  Such arbitration shall be effected in accordance with the Rules
of Conciliation and Arbitration of the International Chamber of Commerce
and shall be conducted in New York.  Judgment upon the award rendered
by the Arbitrator may be entered in any court having jurisdiction thereof.



Blaylock is delighted to accept this engagement and looks forward to working with you on
this assignment.  Please confirm that the foregoing correctly sets forth our agreement by signing the
enclosed duplicate of this letter in the space provided and returning it, whereupon this letter shall
constitute a binding agreement as of the date first above written.



BLAYLOCK & PARTNERS, L.P.



By: /s/ Robert D. Africk

Name:Robert D. Africk

Title: Sr. Manageing Director



Agreed to and accepted as of the date

first above written:



N-VISION TECHNOLOGY



By: /s/ Joseph T. Kaminski

Name: Joseph T. Kaminski

Title: President