FIRST AMENDMENT TO LEASE AGREEMENT

EXHIBIT 10.20

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made this 10th day of November _____________, 2003 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and AROC, Inc., a Delaware corporation (“Tenant”)

RECITALS:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated June 7, 2001 covering certain leased premises (“Premises”) containing 14,810 Rentable Square Feet on the second floor of the building (“Building”) located at 110 Cypress Station Drive in Houston, Harris County, Texas; and

WHEREAS, Tenant desires to, among other things, reduce the Premises and renew the Term of the Lease early; and Landlord and Tenant agree to amend the Lease to reflect same;

AGREEMENTS:

NOW, THEREFORE, for and in consideration of the sum of ten and no/100 dollars ($10.00) and other valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant do hereby amend the Lease as follows:

1. Article 2.b. - Premises.

The area in the Premises shall be hereby amended and reduced to include only the area on the second floor of the Building (“Premises”) shown on Exhibit “A” attached hereto and made a part hereof.

2. Article 2. d. - Tenant’s Rentable Square Feet.

The Rentable Square Feet in the Premises shall be hereby amended and reduced by the 4,234 Rentable Square Feet on the second floor of the Building being given back to Landlord by Tenant (“Give-back Space”), which when deducted from Tenant’s existing 14,810 Rentable Square Feet shall give the Premises an amended total area of 10,576 Rentable Square Feet. The Give-back Space is shown on Exhibit “B” attached hereto and made a part hereof. Tenant agrees to vacate the Give-back Space in its entirety by no later than the Commencement Date (as hereinafter defined) of the Renewal Term (as hereinafter defined) and to leave said space in a “broom-clean” condition.

In consideration for Landlord’s agreement to reduce the Rentable Square Feet in the Premises prior to the original Lease expiration date, Tenant agrees to pay $10,000.00 to Landlord upon the Commencement Date of the Lease Term as liquidated damages for all lost future rent that would have been due and payable under the Lease had the reduction not occurred.

3. Article 2. f. - Tenant’s Proportionate Share.

Tenant’s Proportionate Share of the Building shall be hereby amended to be 10.539% as of the Commencement Date of the Renewal Term.

4. Article 2. h. - Commencement Date.

The Commencement Date for the Renewal Term shall be November 1, 2003.

5. Article 2. i. - Term.

The Term of the Lease shall be hereby be amended to be for a period of sixty (60) months commencing on the Commencement Date and expiring October 31, 2008 (“Renewal Term”).

6. Article 2. j. - Base Rent.

The Base Rent for the Renewal Term shall be due and payable, monthly in advance, as follows:

7. Article 2.n. - Expense Stop/Base Year.

For the purpose of calculating any increases in Operating Expenses during the Renewal Term, the Building's actual 2004 calendar year Operating Expenses shall be used as the Base Year, subject to adjustment as provided for herein. Notwithstanding anything contained herein to the contrary, Tenant shall not be liable for more than a six percent (6%) increase in Operating Expenses in any calendar year during the Renewal Term over the prior calendar year’s Operating Expenses, subject to adjustment as provided herein, excluding ad valorem taxes, utilities and liability/casualty insurance.

8. Article 2. q. - Maximum Construction Allowance.

Per the plan and specifications on Exhibit “C” attached hereto and made a part hereof, Landlord, at Landlord's cost and expense, agrees to make the necessary leasehold improvements to separate the Premises from leased space currently occupied by TexOil Resources, Inc. under a separate lease agreement with Landlord, otherwise known as Suite 255. All leasehold improvements shall be made using building-standard materials, unless otherwise noted on said plans and/or specifications. Otherwise, Tenant accepts Premises in its “as-is” condition. Tenant shall not be required to restore the Premises to its original condition upon vacating the Premises, excluding any damages caused by Tenant.

9. Article 2. u. - Parking Spaces.

Landlord agrees to provide Tenant with up to thirty-seven (37) unreserved, open parking spaces and five (5) covered, reserved parking spaces at no additional charge for the Renewal Term.

Notwithstanding any provisions of this Article 13 to the contrary:

(a) Tenant shall have the right to assign or sublet, without Landlord’s prior written consent, to any parent, subsidiary or affiliate of Tenant, or to any partnership, corporation or other business entity into or with which Tenant shall be merged, converted or consolidated or to which all of Tenant’s assets may be transferred, or to any entity to which Tenant transfers its assets. For purposes of this paragraph, “Affiliate” shall mean: (i) an entity which owns fifty percent (50%) or more of the outstanding common stock of Tenant, or (ii) an entity which has fifty