HADDOCK INVESTMENTS

Exhibit 10.1

XXXXXXX INVESTMENTS

210 West Sixth Street Suite 1206 Fort Worth, TX 00000 000.000.0000 FAX 000.000.0000

March 29, 2005

Mr. Xxxx Xxxxxxx, President

Xxxx Petroleum, Inc.

000 X. 0xx Xxxxxx

Suite 1600 (16th Floor)

Fort Worth, TX 76102

Xx. Xxxxxxx Xxxxxxx

0000 Xxxx Xxx Xxxx. South

Marshall, TX 75672

Re: Xxxxxx Xxxxxxx Trust (“SBR”)

Dear Gentlemen:

As you arc both aware, Xxxxxxx Enterprises, LLC (“Xxxxxxx Enterprises”) is in the process of pursuing the possibility of an entity change for SBR of which the undersigned is a Unit Holder (the “Proposed Transaction”), in order to transform SBR into a new company (“Newco”). Xxxx Petroleum, Inc. (“Xxxx”) and Xxxxxxx Xxxxxxx (“Xxxxxxx”) desire to join Xxxxxxx Enterprises in pursuing the Proposed Transaction. This letter serves as an agreement of Xxxxxxx Enterprises, Xxxx, and Xxxxxxx (each a “Party” and together the “Parties”) according to the terms contained herein.

First of all, funds are needed in order to continue with the execution of the Proposed Transaction. Therefore, each Party shall contribute Forty Thousand Dollars (340,000.00) to Xxxxxxx Enterprises (the “Contribution”) for its continued pursuit of the Proposed Transaction. Each Party will own its same percentage of its “deal” subject to an estimated ten percent (10%) dilution that may be granted by Xxxxxxx Enterprises to other persons who may contribute to the Proposed Transaction. As it has done thus far, Xxxxxxx Enterprises will continue to coordinate execution of the Proposed Transaction. Proceeds of the Contribution shall be used in the following order of priority: (1) reimbursement of Xxxxxxx Enterprises for its expenditures to date in connection with the Proposed Transaction. (2) preparation by Xxxxxxx Enterprises of the additional documents described below, and (3) additional expenses as Xxxxxxx Enterprises’ reasonably determines necessary to carry out the Proposed Transaction.

Secondly. Xxxxxxx Enterprises has prepared a letter to he distributed to Unit Holders of SBR. a copy of which you have already received. If the Parties determine that further analysis warrants continued pursuit of the Proposed Transaction then Xxxxxxx

for the preparation and distribution of a proxy to request the calling of a special meeting of Unit Holders. In addition, Xxxxxxx Enterprises Will initiate the preparation of a detailed partnership agreement to govern the relationship among the Parties.

Thirdly, if a special meeting of Unit Holders is called, then Xxxxxxx Enterprises will develop an exchange offer for Unit Holders and additional capital commitments will be made subject to agreement of all Parties in connection with preparation and execution of such exchange offer.

Enclosed please find SBR’s Form 10-K for 2004. Please wire funds to Xxxxxxx Investment’s account number 46l-08l23366 at Chase Bank of Texas (ABA: 113-000-609).

This letter contains the entire agreement among the Parties relative to the matters contained in this letter and supersedes all prior oral and written agreements and understandings, if any.

If the foregoing accurately sets forth the understanding and agreement of the Parties, please confirm by signing this letter on the line provided and returning to the undersigned’s office.

	Very truly yours,
	XXXXXXX ENTERPRISES, LLC
	By:	/s/ Xxxxxx X. Xxxxxxx
			Xxxxxx X. Xxxxxxx, its President

EncLosures (1)

ACKNOWLEDGED, CONFIRMED. AND AGREED

Xxxx Petroleum, Inc.

	By:	/s/ Xxxx Xxxxxxx
			Xxxx Xxxxxxx, its President
Xxxxxxx Xxxxxxx