MEMORANDUM OF GEOPHYSICAL OPTION AGREEMENT


STATE OF TEXAS
COUNTY OF GREGG


KNOW ALL MEN BY THESE PRESENTS:


This Memorandum shall serve notice to all third parties that JOHN D. LANDOWNER and wife, MARY O. LANDOWNER, ("Optionor"), whose address is 234 Bottomland Place, Crackerland, Texas 76341 have entered into a Geophysical Option Agreement (the "Agreement") dated January 10, 1999, with DEEP POCKETS OIL COMPANY ("Optionee"), whose address is 1133 Skyview Tower, Houston, Texas 77044, which Agreement covers and includes those certain lands situated in Gregg County, Texas, being more particularly described in Exhibit A, which said Exhibit A is incorporated herein and made a part hereof for all purposes by reference.

The Agreement provides, in part, as follows: (1) Optionee is granted the exclusive right to conduct geophysical operations upon the premises during the 12-month Option Period stipulated in the Agreement, which Option Period may be extended for six (6) months; (2) Optionee is granted the sole and exclusive right and option to obtain an oil, gas and mineral lease on the premises; (3) the Option Period of the Agreement shall commence on January 10, 1999; and (4) the Agreement is subject to various terms, conditions and provisions, all of which have been agreed by and between Optionor and Optionee, as set forth in the Agreement.

IN WITNESS WHEREOF, the parties to the Agreement, in consideration of the amounts stated in the Agreement, and other good and valuable consideration, and the benefits to be derived by the parties hereto in accordance with the terms and conditions of the Agreement, have executed this Memorandum of Geophysical Option Agreement on the dates of their respective notarial acknowledgments.

This instrument may be executed in any number of counterparts, all of which, when taken together, shall constitute one original instrument. For recording purposes Optionee may combine the pages containing Optionor's signatures and acknowledgments with the body and text of one counterpart hereof.