TRANS ENERGY INC
AGREE - TX ENERGY - TSRG
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>AGREE - TX ENERGY - TSRG
<TEXT>
Exhibit  10.1

                                    AGREEMENT

THIS  AGREEMENT  made this the 29th day of September  2004 by and between  Texas
Energy  Trust  Company  (TETCO) (a Delaware  Business  Trust) of 391 Las Colinas
Boulevard,  Suite 545,  Irving,  Texas  75039 and Trans  Energy,  Inc. (a Nevada
Corporation)  (Trans  Energy) of 210 Second Street.  St.  Mary's,  West Virginia
26170.

Whereby  TETCO is the owner of  certain  assets  located  in Wetzel  and  Marion
Counties.  West  Virginia.  Those  assets  consist  of oil  and gas  leased  and
leasehold  estates  including wells,  pipelines,  gas purchase  agreements,  oil
hauling agreements,  equipment,  right of ways and all other miscellaneous items
attached or incorporated into the leases so described above.

This purchase  encompasses  the  properties  and  equipment  owned by Cobham Gas
Industries,  Inc. It is the  intention  that Trans Energy  acquires the stock of
Cobham. Should this not be possible for whatever reason, then Trans Energy, Inc.
will acquire the assets of Cobham.  Those assets  include  three (3) oil and gas
fields and equipment described as follows:

1.       Manning Field  located in Marion  County,  West Virginia  consisting of
         4,573 acres upon which 107 wells are located.

2.       Dents Run Field in Marion  County,  West  Virginia  consisting of 1,097
         acres upon which 30 wells are located.

3.       Smithfield/Wallace  Field located in Marion and Wetzel  Counties,  West
         Virginia consisting of 9,223 Acres upon which 92 wells are located.

         A list of the wells and API numbers are includes as Exhibit "A"

4.       Equipment listed on Exhibit "B"

         All  records  held and or  owned by  Cobham  will  immediately  be made
         available to Trans Energy,  Inc. for its review.  All records including
         leases,  rights of way, gas contracts,  oil hauling  agreements and all
         other records  pertinent to the leases so described  above will be made
         available  for review  and so  transferred  to Trans  Energy,  Inc.  at
         closing.

         Trans Energy,  Inc. shall have thirty (30) calendar days commencing the
         1st day of October 2004 to complete its due diligence.

         The terms of the agreement are as follows:

         1. The  purchase  price is  $1,975.058.00  25% in cash and 75% in Trans
            Energy, Inc. restricted Common Stock.

                                      -1-
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         2. The payment arrangement will be:

            A. 25% cash equated to $489,264.00 to be paid in the following terms

                  a.  $250,000 at closing and the  remaining  paid  quarterly in
                  equal installments of $59,816.00 beginning January 1, 2005 and
                  final payment being made on October 1, 2005.

            B. 244,633 Restricted Shares of Trans Energy, Inc. Common Stock



            Texas Energy Trust Company         Trans Energy, Inc.

            /s/ G.S. Hillyer                   /s/ Loren L. Bagley
            ------------------------           -----------------------
            G.S. Hillyer-Trustee               Loren L. Bagley
                                               Vice President





                                      -2-

</TEXT>
</DOCUMENT>
