NESS ENERGY INTERNATIONAL INC /NV/
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Exhibit 10.1 </U></FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Party </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>April 12, 2004 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ness Energy
International, Inc. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4201 1-20 East Service
Road </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Willow Park, Texas 76087 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Attention: Mr. Sha
Stephens </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re: Lease Purchase and
AMT Agreement Barnett Shale Project </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Parker County, Texas </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This letter will evidence the
agreement of (&#147;Buyer&#148;) to purchase an undivided eighty-five (85%) percent of the
leasehold interests of Ness Energy International, Inc. (Seller&#146;) in and to the Oil
and Gas Leases, covering approximately 6,306 acres of land in Parker County, Texas,
identified on the Schedule of Leases attached hereto as Exhibit &#147;A&#148; (which
Schedule was prepared by Seller, and reflects the gross acres and net mineral acres
covered by each Lease), together with all property and rights incident thereto or derived
from such leasehold interests; all of the foregoing properties, rights and interests being
hereinafter referred to as the &#147;Leases&#148;. Buyer&#146;s agreement to purchase the
Leases shall be subject to the following terms and conditions: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          The purchase price for the Leases shall be $150.00 per net mineral acre covered
          by 100% of the leasehold interest in the Leases. To expedite the closing of this
          transaction, Buyer will utilize the net acres represented by Seller in
          calculation of the purchase price, being a total of 6,306 net mineral acres
          covered by the Leases, for an initial total purchase price of $945,900.00,
          payable to Seller at closing. Appropriate adjustments to the
purchase price will be made at closing, and as hereinafter provided, in the event it is
determined that the net mineral leasehold acres actually covered by any of the Leases is
less than represented on Exhibit &#147;A&#148;. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          It is understood that Seller currently operates wells on the Leases producing
          from the Bend Conglomerate formation. Seller will retain all interests in and
          responsibility for such existing wells, together with all production obtained
          from such wells as to formations from the surface of the land to the base of the
          Bend Conglomerate formation. However, as to any wells drilled on the land by
          Buyer under the terms of the Operating Agreement provided for herein, Seller
          shall only be entitled to an undivided 15% of the production attributable to the
          leasehold interest, with Buyer owning the remaining 85% of the interest. Seller
          shall have the right to drill no more than five (5) additional wells per year
          down to the Bend Conglomerate formation, provided that any such well is at a
          mutually agreed upon location and outside of the boundaries of the 40 acre
          proration unit (that would be formed for production from the Bend Conglomerate
          formation) surrounding any Barnett Shale formation well drilled by Buyer under
          the terms of the Operating Agreement. Seller will offer Buyer the right to
          participate with an un-promoted 15% working interest in any of such well so
          drilled to the Bend Conglomerate formation. It being the express agreement of
          Seller and Buyer that production from any formation (irrespective of depth)
          producing from, or identified as productive in, a well drilled under the terms
          of the Operating Agreement will be owned by the parties as set forth in such
          Operating Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          At closing Seller will deliver to Buyer an assignment of an undivided 85%
          interest in the Leases, providing a special warranty of title from Seller.
          Seller represents that it will deliver to Buyer such undivided working interest
          (with at least a proportionate 75% net revenue interest) in each Lease as to all
          depths and formations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          All operations conducted on the Leases after closing.(other than drilling by
          Seller to the Bend Conglomerate formation, as limited by the other provisions of
          this agreement), will be conducted by Buyer, as Operator, in accordance with all
          terms and conditions of an Operating Agreement in the form attached hereto as
          Exhibit &#147;B&#148;. Such Operating Agreement will be executed by the parties
          at closing including all lands covered by the Leases in the Contract Area, and
          will be incorporated by reference in the assignment delivered at closing. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          The effective date of the transaction shall be on the date of closing, with
          closing to occur no later than April 12, 2004. At closing, Seller will deliver
          to Buyer all of Seller&#146;s and Seller&#146;s agent&#146;s files related to
          the Leases. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          Upon execution of this agreement, Seller will permit Buyer to have access to
          Seller&#146;s records to permit Buyer to review the terms of the Leases, and to
          review all contracts, agreements, title runs and records of Seller that relate
          to the Leases. It is understood that formal examination of the title to the
          Leases and lands covered thereby will not occur until after closing, and most
          probably in connection with the drilling and development of the lands. If the
          subsequent review of the title confirms that prior to closing Seller did not
          hold merchantable title to the net mineral leasehold acres represented to be
          contained in any Lease, then the purchase price for such Lease will be adjusted
          and Seller will promptly refund to Buyer an amount equal to $150.00 multiplied
          by the difference between the net mineral acres actually covered by the Lease
          and the net mineral acres represented on Exhibit &#147;A&#148; to be covered by
          the Lease. Such adjustment will be made on a Lease by Lease basis. Any sums
          owing by Seller to Buyer under the terms of this provision, may be collected by
          Buyer, as Operator, under the terms and provisions of the Operating Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          Closing of the transaction evidenced by this agreement is expressly made subject
          to the subsequent title approval of the Leases by Buyer, and reduction of the
          purchase price due to title defects and shortages in net mineral acres covered
          as provided herein. Seller and Buyer agree that all representations of Seller
          related to the net mineral acres covered by the Leases will survive at the
          closing for this purpose. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          An area of mutual interest is established encompassing acreage outlined in
          Exhibit &#147;C&#148; (the &#147;AIVH&#148;). The AIV11 shall remain in effect
          for a period of one (1) year from April 1, 2004 (the &#147;AMI Term&#148;),
          unless terminated at an earlier date by the mutual agreement of the parties.
          During the AIvil Term, Seller and Buyer will attempt to acquire oil and gas
          interests or leasehold estates covering lands located within the AMI
          (&#147;Leases&#148;). Buyer will have the right to acquire an undivided 85% and
          Seller will have the right to acquire 15% (free and clear of any costs
          associated with the acquisition thereof) in each Lease acquired within the AMI,
          as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(A)&nbsp;&nbsp;&nbsp;&nbsp;
          Whenever Seller or Buyer acquires or intends to acquire a Lease, will promptly
          deliver an Acquisition Notice to the other party, setting forth the leasehold
          bonus, primary term, and royalty and other leasehold burdens; a copy of the
          Lease or Leases; a description of any unusual or non-standard terms in any
          Lease, if no copy is available; the nature, location, and description of the
          interests and lands covered; and, all cost, title, contract, and other relevant
          information pertaining to the Lease or Leases or the acquisition thereof. Within
          five (5) business days following receipt of such Notice, the receiving party
          shall advise the notifying party in writing of its election whether to
          participate in the Lease acquisition. An election to participate shall
          constitute an agreement by Buyer to (i) acquire an undivided 85% interest in the
          Lease and (ii) bear 100% of the cost of the leasehold bonus paid to acquire the
          Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(B)&nbsp;&nbsp;&nbsp;&nbsp;
          If an Acquisition Notice covers more than one Lease, either party&#146;s right
          to participate in the acquisition may be exercised on a Lease by Lease basis.
          Likewise, if any Lease covers lands located partially inside and outside the
          AMI, the right to participate in the acquisition of the Lease shall be
          applicable to all lands covered by the Lease, and if both parties participate in
          the acquisition, the AMI shall be automatically expanded to include all lands
          covered by the Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(C)&nbsp;&nbsp;&nbsp;&nbsp;
          The partial assignment delivered to the other party at the time of such
          acquisition, shall contain a special warranty of title, and be free and clear of
          all liens and encumbrances. Contemporaneously with the delivery of the
          assignment, Buyer shall pay to Seller the bonus paid to the lessor in connection
          with the acquisition of the Lease, if such Lease was acquired by Seller.
          Provided that, until Seller has delivered Buyer an undivided 85% interest in
          6,306 net mineral acres, the bonus obligation of Buyer will not exceed $150 per
          net mineral acre. Additionally, the parties will enter into an Operating
          Agreement, on the form attached hereto as Exhibit &#147;B&#148;, to cover any
          operations conducted upon lands covered by the Lease. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          This letter agreement and its contents are intended to be confidential between
          the parties, and are not to be discussed with or disclosed to any third party or
          the public. Neither party will make any public disclosure or press release
          related to the transaction or development of the jointly owned leases, except as
          may be required by contract, law, or securities exchange regulations; provided
          that, even as to press releases deemed necessary by Seller, in no event will
          Seller identify Buyer, by name or otherwise, (except as a &#147;large
          independent energy company&#148;), without the prior written consent of
          Buyer&#146;s Investor Relations Department, which consent is unlikely to be
          granted. Additionally, neither Seller nor Buyer will ever characterize or refer
          to this transaction or any Operating Agreement as a partnership agreement, since
          no partnership has been or will be formed between the parties hereto. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
          After the closing of this transaction, Buyer will notify Seller on or before
          sixty (60) days prior to the expiration of any existing Lease, in the event
          Buyer is not taking, or does not intend to take, necessary action to maintain
          the Lease in accordance with its terms. Upon such notification, Seller will have
          full rights to commence drilling operations before the expiration of the Lease;
          and if Seller does commence drilling operations and maintains the Lease, Buyer
          will assign all interest in such Lease to Seller. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;
          This Lease Purchase and AMI Agreement is intended to amend, supplement and
          replace that certain Lease Purchase Agreement dated March 11, 2004, executed by
          Buyer and Seller herein. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If the terms and conditions set forth
above meet with your approval, please so indicate by signing and returning (by fax and
regular mail) one copy of this letter agreement to the attention of the undersigned. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PARTY </FONT></P>

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ACCEPTED AND AGREED TO THIS  12 DAY OF APRIL, 2004.



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NESS ENERGY
INTERNATIONAL, INC. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sha Stephens, President </FONT></P>
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