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                        NATIONAL ENERGY RESOURCES, INC.
                         21800 Burbank Blvd., Suite 100
                        Woodland Hills, California 91364

                                 June 11, 1996


Mr. Gary Foster
Blackjack Oil & Gas, Inc.
1633 West Garriott Road, Suite D
Enid, Oklahoma 73703

                                                       Re:      Letter of Intent

Dear Mr. Foster:

         Discussions have been held between you and the undersigned concerning
the sale of certain oil and gas properties and production equipment (the
"Properties") by Blackjack Oil & Gas, Inc. (the "Seller") to C.D. National
Energy Resources, Inc. (the "Buyer").  This letter sets forth the terms and
conditions of our proposal to purchase the Properties from the Seller.

I.       PROPERTIES PURCHASE

         Attached to this Letter of Intent as Exhibit "A" and made a part
hereof is a description by lease designation of the producing oil and gas
properties which Buyer is willing to purchase from Seller.  The offer to
purchase is made conditioned on the representations Seller has made that the
lease acreage, working interest being transferred and the net revenue interest
for each property is as represented on Exhibit "A".  The producing properties
also include all of the production and other equipment now on the wells.

II.      PURCHASE PRICE AND ADJUSTMENTS

         Buyer is offering to pay the sum of $430,000 at closing for the
Properties as defined above subject to the following adjustments and the
conditions set forth below.

         The purchase price shall be adjusted for the following: (a) any
differences in the working interest percentages and net revenue interest
percentages from those set forth in Exhibit "A"; (b) any changes in the
producing well equipment from that listed by exhibit; (c) any changes in the
joint interest billing receivables and suspense monies from those represented
by Seller; and (d) any gas balancing adjustments or contract balancing
adjustments as provided for below.

III.     TITLE

         Title to the Properties will be transferred free and clear of all
title defects, liens, claims, mortgages and other encumbrances.  The
assignments of the leases for the producing properties will be with warranty.
The bill of sale for the equipment shall include a warranty as to title as
well.  Seller will provide Buyer at Seller's cost updated title opinions on the
producing properties.  Acceptance of title shall be in the sole discretion of
Buyer, not to be unreasonably withheld.
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Mr. Gary Foster
June 11, 1996
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IV.      OPERATIONS AND CONTRACTS

         Seller will retain operations of the Properties following closing.
Prior to closing, all gas balancing adjustments will be made for over
production of the Properties as well as any gas contract balancing for royalty
payment deficiencies, if any.  All gas and other purchase contracts will be
assigned at closing.

V.       PRECONDITIONS TO PURCHASE

         The following items are preconditions to the purchase of your the
Properties by the Buyer:

1.       A definitive purchase agreement being entered into between the parties
         which outlines all of the terms and conditions of this letter of
         intent.

2.       That Buyers are satisfied that Properties are as represented following
         examination of the information and records requested.

3.       A satisfactory review and examination of the information and records
         Seller regarding the Properties including but not limited to the
         operating agreements, engineering and reserve reports, title reports
         and opinions, gas contracts, leases, well records, accounting records
         and operating statements.  The purchase shall be conditioned on Buyer
         finding such records acceptable and in good order to its sole
         satisfaction and determination.

4.       No material adverse changes in the conditions or obligations of the
         Properties as determined solely by the Buyer.

VI.      CLOSING

         Buyer propose a closing to be effective not later than August 31, 1996
subject to the title and other requirements being met.

         If the foregoing is satisfactory to you, please sign and return the
enclosed copy of this letter.  I understand that this letter is merely a
statement of interest and not binding upon either you or me.  However, we agree
in principle to the contents hereof and propose to proceed promptly and in good
faith to prepare a definitive agreement and conduct our investigation.

                                                 Very truly yours,



                                                 Marshall Field as President of
                                                 Energy Resources, Inc.
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Mr. Gary Foster
June 11, 1996
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         Agreed to and accepted this ___ day of June, 1996 by the undersigned
on behalf of Blackjack Oil & Gas, Inc.


                                                _______________________________
                                                Gary Foster