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<SEC-DOCUMENT>0000899243-02-002084.txt : 20020723
<SEC-HEADER>0000899243-02-002084.hdr.sgml : 20020723
<ACCEPTANCE-DATETIME>20020723170006
ACCESSION NUMBER:		0000899243-02-002084
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20020718
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020723

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HOUSTON AMERICAN ENERGY CORP
		CENTRAL INDEX KEY:			0001156041
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				760675953
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-66638
		FILM NUMBER:		02708996

	BUSINESS ADDRESS:	
		STREET 1:		801 TRAVIS STREET, SUITE 1425
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7132218838

	MAIL ADDRESS:	
		STREET 1:		801 TRAVIS STREET SUITE 1425
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<TEXT>
<PAGE>

                                 United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

              ----------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 18, 2002



                         HOUSTON AMERICAN ENERGY CORP.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


       000-33027                                   76-0675953
(Commission File Number)                 (IRS Employer Identification No.)


801 Travis, Suite 2020, Houston, Texas               77002
(Address of principal executive offices)          (Zip Code)


                                 (713) 222-6966
              (Registrant's telephone number, including area code)


                                       1

<PAGE>

Item 2.  Acquisition or Disposition of Assets.

     1. On July 19, 2002, the Registrant and Millennium Seismic, Inc., a Texas
corporation ("Millennium"), executed an Exchange Agreement whereby Millennium
acquired 1,000,000 shares of the Registrant's common stock, par value $0.001 per
share in exchange for Millennium's issuance to the Registrant of a no fee
License Agreement for Use of Proprietary Data relating to the Registrant's
utilization of Millennium's seismic data (the "Data"). As used herein, all
capitalized terms shall have the same meanings ascribed to such terms in the
Exchange Agreement and the License Agreement for Use of Proprietary Data.

     2. Under the License Agreement for Use of Proprietary Data dated July 19,
2002, the Registrant acknowledges that the Data consists of valuable copyright
and trade secrets of Millennium and that title to and ownership rights in the
Data shall remain vested in Millennium at all times. The Registrant recognizes
that Millennium may enter into agreements with other parties to license the
Data, and that Millennium is free to license, use, sell or in any other manner
dispose of such Data upon such terms and conditions as Millennium may elect.

     As for Data delivered by Millennium to the Registrant under the terms of
the License Agreement for Use of Proprietary Data, the term of each Supplemental
Agreement shall terminate 30 years after delivery to the Registrant of the Data
licensed thereunder. The term of the License Agreement for Use of Proprietary
Data shall remain in effect so long as any Supplemental Agreement is in effect
and, thereafter, until terminated by either party giving 30 days prior written
notice thereof to the other party.

     The Registrant or its Related Entities may Transfer the Data to Purchasers
pursuant to a Third Party Acquisition or a Partial Third Party Asset Acquisition
consummated after delivery of the Data to the Registrant; provided, however, no
such Transfer shall be permitted unless (a) each such Purchaser executes a
License Agreement containing substantive terms similar to those contained in the
License Agreement for Use of Proprietary Data with respect to such Data, and (b)
such Purchaser(s) (collectively, if more than one) pay Millennium a license
transfer fee equal to a total of $1,000,000. The provisions of the previous
sentence shall apply to the first occurrence of any of the therein described
Transfers of Data so long as such Transfer occurs during the 2-year period
immediately following the date of the License Agreement for Use of Proprietary
Data (the "Transfer Period"). Any additional Transfers to Purchasers pursuant to
Third Party Acquisitions or Partial Third Party Asset Acquisitions consummated
during the Transfer Period shall be subject to a license transfer fee in an
amount equal to 50 percent of the then published rate charged by Millennium for
the use of such data. Any Transfers of Existing Data to Purchasers pursuant to
Third Party Acquisitions or Partial Third Party Asset Acquisitions consummated
after the Transfer Period shall not be subject to any license transfer fee. Any
Transfers of Future Data to Purchasers pursuant to Third Party Acquisitions or
Partial Third Party Asset Acquisitions consummated after the Transfer Period
shall be subject to a license transfer fee to be agreed upon by Millennium and
the Registrant; provided, however, if the parties are unable to agree to such
license transfer fee, the Registrant shall have the right to return all Future
Data to Millennium, in which case the Registrant shall not be obligated to pay
any additional fees related to such Future Data.

                                       2

<PAGE>

     3. In addition to the shares of the Registrant's common stock, Millennium
has also received a Warrant dated July 19, 2002 to purchase up to an additional
750,000 shares of the Registrant's common stock at a purchase price of $1.00 per
share. The Warrant expires on July 19, 2004.

     4. The shares of the Registrant's common stock issued to Millennium as well
as any shares purchased upon the exercise of the Warrant are covered by a
Registration Rights Agreement dated July 19, 2002, whereby the Registrant has
agreed to provide Millennium the right to "piggyback" on any registration under
the Securities Act of 1933, as amended, of the common stock of the Registrant or
any other shares of the capital stock of the Registrant. For purposes of the
Registration Rights Agreement, the parties agreed that Millennium shall not be
entitled to "piggyback" any of the covered shares with respect to (a) any
registration statement filed by the Registrant on Form S-4 or Form S-8, (b) any
registration statement filed by the Registrant in connection with an exchange
offer or any other offering of the capital stock of the Registrant solely in
connection with an acquisition, or (c) any registration statement filed by the
Registrant in connection with an offering of the Registrant's capital stock made
solely to the Registrant's then existing stockholders.

     The Exchange Agreement, the License Agreement for Use of Proprietary Data,
the Warrant, and the Registration Rights Agreement are set forth as Exhibits
2.1, 2.2, 2.3, and 2.4 to this Form 8-K and are incorporated herein in their
entirety by reference in response to this Item. The descriptions of the terms
and provisions of the referenced agreements contained in this Form 8-K are
summaries only, and are qualified in their entirety by reference to such
documents.

     5. In a separate development, the Registrant, on July 18, 2002, acquired
from Marlin Data Research, Inc., an affiliate of our Chairman and Chief
Executive Officer, John F. Terwilliger, a term royalty interest for a total
consideration of $10.00. The interest acquired is covered in an Assignment of
Term Royalty Interest pertaining to an undivided non-participating royalty
interest of five percent of 8/8ths interest in and to all of the oil, gas and
other minerals produced from the lands covering 300 acres, more or less, out of
the Maxwell Steele Survey in Lavaca County, Texas.

     The Assignment of Term Royalty Interest is for a period of one year or for
so long as commercial oil or gas production exists from wells drilled within the
term of the Assignment that are situated on the land covered by the Assignment
or on lands pooled with the lands covered by the Assignment or for so long as a
valid oil and gas mineral lease exists covering the lands or is executed during
term of the Assignment.

     Accompanying the Assignment of Term Royalty Interest is a Bill of sale
dated July 18, 2002.

     The Assignment of Term Royalty Interest and the Bill of Sale are set forth
as Exhibits 2.5 and 2.6 to this Form 8-K and are incorporated herein in their
entirety by reference in response to this Item. The descriptions of the terms
and provisions of the Assignment of Term Royalty Interest and the Bill of Sale
contained in this Form 8-K are summaries only, and are qualified in their
entirety by reference to such documents.

                                       3

<PAGE>

Item 7. Financial Statements and Exhibits.

     (a) Financial Statements.

     None.

     (b) Exhibits.

     The following exhibit is filed herewith:

     Exhibit 2.1. Exchange Agreement dated July 19, 2002 between Houston
     American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.2. License Agreement for Use of Proprietary Data dated July 19,
     2002 between Houston American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.3. Warrant Agreement dated July 19, 2002 between Houston American
     Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.4. Registrant Rights Agreement dated July 19, 2002 between
     Houston American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.5. Assignment of Term Royalty Interest dated July 18, 2002 by
     Marlin Data Research, Inc.

     Exhibit 2.6. Bill of Sale dated July 18, 2002 by Marlin Data Research, Inc.
     and Houston American Energy Corp.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: July 19, 2002                   HOUSTON AMERICAN ENERGY CORP.




                                      By:  /s/  John F. Terwilliger

                                           -------------------------------------
                                           John F. Terwilliger, President

                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>dex21.txt
<DESCRIPTION>EXCHANGE AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 2.1

                               EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (this "Agreement"), is entered into as of the 19th
day of July, 2002 (the "Effective Date"), by and between Millennium Seismic,
Inc., a Texas corporation ("Millennium"), and Houston American Energy Corp., a
Delaware corporation ("HAEC").

                              W I T N E S S E T H:

     WHEREAS, Millennium desires to acquire 1,000,000 shares (the "Purchased
Shares") of HAEC's common stock, par value $0.001 per share (the "Common
Stock"), in exchange for Millennium's issuance to HAEC of a no fee license
agreement relating to HAEC's utilization of Millennium's seismic data, all as
set forth in the following terms and conditions;

     NOW THEREFORE, for and in consideration of the premises, and the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
HAEC and Millennium hereby agree as follows:

     1. Exchange. On the terms and subject to the conditions of this Agreement,
at the Closing (as that term is defined in Section 6): (i) HAEC agrees to sell
and deliver to Millennium, and Millennium agrees to acquire from HAEC, the
Purchased Shares and the Warrant (as that term is defined in Section 6.3); and
(ii) in consideration for the Purchased Shares and the Warrant and in reliance
upon the representations and warranties of HAEC contained herein, Millennium
agrees to deliver to HAEC a no fee License Agreement For Use of Proprietary
Data, substantially in the form attached hereto as Exhibit "A" (the "License
Agreement").

     2. Representations and Warranties of HAEC. HAEC represents and warrants to
Millennium, as of the Closing Date, as follows:

          2.1 The Purchased Shares. Upon delivery of the Purchased Shares to
     Millennium in accordance herewith, the Purchased Shares shall be fully paid
     and non-assessable shares of the Common Stock, free of any preemptive
     rights and claims of any kind.

          2.2 Organization and Existence. HAEC is a corporation duly organized
     and validly existing and in good standing under the laws of the State of
     Delaware, having all requisite corporate power to own, lease and otherwise
     operate its properties and assets and to carry on its business as now being
     conducted. HAEC is duly qualified as a foreign corporation and is in good
     standing in each jurisdiction in which the nature of its business or the
     location of its properties requires such qualification, and is duly
     authorized and licensed and has all licenses, franchises, permits and other
     governmental authorizations required under all applicable laws,
     regulations, ordinances and orders of public authorities to carry on its
     business in the places and in the manner as now conducted. On or before the
     Closing Date, HAEC has delivered complete and correct copies of its
     Certificate of Incorporation and Bylaws to Millennium, each as in effect on
     the Closing Date.

                                       1

<PAGE>

         2.3 Authority. The execution, delivery and performance by HAEC of this
     Agreement, the Warrant, the License Agreement, the Registration Rights
     Agreement (as this term is defined in Section 6.4), and the other
     documents, instruments and transactions contemplated hereby and thereby to
     which HAEC is a party or is to be a party (collectively, the "Transaction
     Documents"), have been duly authorized by all necessary corporate action of
     HAEC, and the Transaction Documents have been, or will be prior to Closing,
     duly executed and delivered by HAEC. The Transaction Documents constitute
     (or will constitute when executed and delivered at Closing) valid and
     binding obligations of HAEC, enforceable against it in accordance with
     their respective terms, except as that enforceability may be limited by
     applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
     reorganization, moratorium, or similar laws of general application
     affecting enforcement of creditors' rights generally.

          2.4 No Conflict With Other Instruments. HAEC's execution, delivery and
     performance of this Agreement will not result in a violation or breach of
     any term or provision of, or constitute a default or accelerate the
     performance required under, any indenture, mortgage, deed of trust or other
     contract or agreement to which HAEC is a party or by which HAEC or its
     assets are bound, or violate any order, writ, injunction or decree of any
     court, administrative agency or governmental body.

          2.5 Capitalization. The authorized capital stock of HAEC consists of:
     (i) 100,000,000 shares of the Common Stock, of which 11,999,883 shares were
     issued and outstanding immediately prior to the Closing Date; and (ii)
     10,000,000 shares of preferred stock, par value $0.001 per share, none of
     which are issued and outstanding as of the Closing Date. HAEC has no
     treasury shares. All of the outstanding shares of the Common Stock are
     validly issued, fully paid and nonassessable, and such shares were not
     issued in violation of the preemptive rights of any of HAEC's stockholders.
     Except as set forth on Schedule 2.4, there are no existing subscriptions,
     options, warrants, conversion rights, calls, obligations or agreements
     (voting or otherwise, including without limitation, registration rights)
     relating to any of HAEC's authorized or outstanding capital stock.

          2.6 Subsidiaries. Except as set forth on Schedule 2.6, HAEC has no
     subsidiaries and does not, directly or indirectly, own or control any
     capital stock, bonds or other securities of, or have any proprietary
     interest in, any corporation, association, partnership, firm, joint venture
     or other business organization or enterprise, and HAEC does not, directly
     or indirectly, control the management of any such entities.

          2.7 Litigation. Except as set forth on Schedule 2.7, there are no (and
     HAEC has not received actual notice of any) claims, actions, suits,
     investigations or proceedings, pending or threatened against HAEC or any of
     its assets or properties, or which otherwise question the validity or
     legality of the transactions contemplated hereby, whether at law or in
     equity or before or by any court or federal, state, municipal or other
     governmental department, commission, board, agency or instrumentality.
     Except as set forth on Schedule 2.7, neither HAEC nor its assets are
     subject to any court or administrative order, writ, injunction or decree,
     nor does there exist any violation of or default with respect to any order,
     writ, injunction or decree of any court or federal, state, municipal or
     other governmental department, commission, board, agency, instrumentality
     or arbitrator to which HAEC is a party.

                                       2

<PAGE>

          2.8 Financial Statements. On or before the Closing Date, HAEC has
     furnished Millennium with complete copies of HAEC's currently available
     audited financial statements relating to: (i) the year ended December 31,
     2001; and (ii) interim unaudited financial statements for the three-month
     period ending March 31, 2002, including income statements through such
     dates and balance sheets as of such dates (collectively, the "Financial
     Statements"). The Financial Statements are true and complete in all
     material respects, having been prepared from the books and records of HAEC
     in accordance with generally accepted accounting principles, consistently
     applied throughout the entire period presented (except as disclosed
     therein) for the periods reflected therein. The balance sheets contained
     within the Financial Statements fairly present the financial condition of
     HAEC as of the respective dates thereof; and the income statements
     contained within the Financial Statements fairly present the results of
     operations of HAEC for the respective periods reflected therein. None of
     the Financial Statements, as of the dates and the periods thereof,
     misstates or omits to state any liability, absolute or contingent, the
     omission of which renders the Financial Statements misleading.

          2.9 Compliance with Laws. HAEC has complied in all material respects
     with all applicable foreign, federal, state, municipal and other political
     subdivision or governmental agency statutes, ordinances and regulations,
     including, without limitation, those imposing taxes, in every applicable
     jurisdiction, in respect of the ownership of its property and the conduct
     of its business, and HAEC is not a party to any investigation or inquiry by
     any foreign, federal, state or local governmental body or agency pending
     or, to HAEC's knowledge, threatened with respect to its business,
     operations, affairs or properties.

          2.10 ERISA. HAEC is not a party to any defined benefit pension plan or
     any defined contribution profit sharing plan. To the best of HAEC's
     knowledge, HAEC is in compliance in all material respects with all
     applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited
     Transaction has occurred and is continuing with respect to any Plan (as
     such terms are defined herein). No notice of intent to terminate a Title IV
     Plan has been filed, nor has any Title IV Plan been terminated. No
     circumstances exist which constitute grounds entitling the PBGC to
     institute proceedings to terminate, or appoint a trustee to administer, a
     Title IV Plan, nor has the PBGC instituted any such proceedings. Neither
     HAEC nor any of its ERISA Affiliates is a party to, or has completely or
     partially withdrawn from, a Multiemployer Plan. Neither HAEC nor any ERISA
     Affiliates has incurred any liability to the PBGC under ERISA. For purposes
     of this Section 2.10, the following definitions apply:

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

     "ERISA Affiliate" means any corporation or trade or business that is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as HAEC or is under common control (within the
meaning of Section 414(c) of the Code) with HAEC.

     "Multiemployer Plan" means a multiemployer plan defined as such in Section
3(37) of ERISA to which contributions have been made by HAEC or any of its ERISA
Affiliates and which is covered by Title IV of ERISA.

                                       3

<PAGE>

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.

     "Plans" means all employee benefit plans as defined in Section 3(3) of
ERISA maintained by HAEC or any of its ERISA Affiliate or to which HAEC or any
of its ERISA Affiliate contributes or is required to contribute.

     "Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

     "Reportable Event" means any of the events set forth in Section 4043 of
ERISA.

          2.11 Guaranties; Suretyships. HAEC is not a party to any guaranties or
     matters of suretyship.

          2.12 Absence of Undisclosed Liabilities. Except as set forth in the
     Financial Statements or on Schedule 2.12, HAEC does not have any material
     liabilities, debts or obligations of any nature incurred by HAEC, whether
     accrued, absolute, contingent or otherwise, whether due or to become due,
     including, without limitation, liabilities, debts or obligations on account
     of taxes or other governmental charges, or penalties, interest or fines
     thereon or in respect thereof, and whether such liabilities are normally
     shown or reflected on a balance sheet prepared in a manner consistent with
     generally accepted accounting principles. The term "material" contained in
     the preceding sentence shall refer to liabilities, debts or obligations
     aggregating in excess of $5,000. HAEC is not in default in respect of any
     material term or condition of any indebtedness or liability. To HAEC's
     knowledge, no facts exist which could serve as the basis for any assertion
     against HAEC or any of its properties of any liability, debt or obligation
     not otherwise disclosed in this Agreement or in the Financial Statements.

          2.13 Tax Matters. HAEC has provided Millennium with copies of all tax
     returns and related documents, and HAEC has filed or timely filed requests
     for extensions of, all federal, foreign, state, county, and local tax
     returns required to be filed by it for periods ending on or before the
     Closing Date. HAEC has paid all Taxes shown to be due on such returns. For
     purposes of this paragraph, the term "Taxes" shall mean, without
     limitation, income taxes, corporate franchise taxes, payroll taxes, sales
     taxes, and ad valorem taxes. The liabilities for such Taxes are properly
     reflected in the Financial Statements of HAEC, and represent, as of the
     Closing Date, reasonable provision for the payment of all accrued and
     unpaid Taxes of HAEC accrued through that date, whether or not disputed, as
     well as deferred Taxes required under generally accepted accounting
     principles. The income tax returns of HAEC are not currently under audit by
     any federal, state or foreign taxing authorities and have never been so
     audited by federal authorities. There are no agreements, waivers or other
     arrangements providing for an extension of time with respect to the payment
     of any Tax or the assessment of any Tax or deficiency of any nature against
     HAEC, nor are any suits or any other actions, proceedings, investigations
     or claims now pending or threatened against HAEC with respect to any Tax or
     assessment, nor are any matters under discussion with any federal, state,
     foreign or local authority relating to any such Taxes or assessments, or to
     any claims for additional Taxes or assessments asserted by any such
     authority. HAEC will not cause, or voluntarily permit, a change in any
     federal income tax method of accounting by HAEC or in the method of
     allocation

                                       4

<PAGE>

     of the federal income tax liability of HAEC during or applicable to its
     current tax year which would render inaccurate, misleading or incomplete
     the information concerning Taxes set forth or referred to herein, or which
     would have a material adverse effect on HAEC for any period prior to the
     Closing Date.

          2.14 Insurance. HAEC has, or within 30 days after the Closing Date
     will obtain, and will maintain in full force and effect fire and casualty
     insurance policies, with extended coverage, sufficient in amount (subject
     to reasonable deductibles) to allow HAEC to replace, as of the Closing
     Date, any of its properties that might be damaged or destroyed. To the
     extent HAEC has obtained any such policies prior to the Closing Date, HAEC
     is not in default with respect to any provision contained therein and all
     such policies are in full force and effect.

          2.15 Licenses and Permits. HAEC has all material licenses, permits and
     certificates necessary to conduct its business, all of which are valid and
     in full force and effect. HAEC has not received any notice of violation
     with respect to any such licenses or permits and, to HAEC's knowledge, no
     proceeding is pending or threatened seeking the revocation or limitation of
     any such license or permit.

          2.16 Title to Assets, Etc. HAEC has good and indefeasible title to all
     of its assets, including those reflected in the Financial Statements (other
     than those that have since been sold or otherwise disposed of in the
     ordinary course of business, consistent with past practice, and not
     involving any misrepresentation or breach of warranty or covenant in this
     Agreement), free and clear of all liens, mortgages, pledges, title
     retention agreements, restrictions, security interests and encumbrances,
     except as set forth in the Financial Statements.

          2.17 Leased Property. All leases of real or personal property to which
     HAEC is a party, including those which are necessary for the conduct of its
     business as currently conducted, are in full force and effect. There is no
     default as to HAEC under any such lease, and to HAEC's knowledge, no act
     has occurred which following the passage of time will constitute a default
     under any such lease. Millennium's purchase of the Purchased Shares will
     not constitute a prohibited assignment or transfer under any such lease.

          2.18 Machinery and Equipment. All of HAEC's personal property has been
     well maintained and repaired and are in good operating condition, ordinary
     wear and tear excepted, and are free from any known defects, except such as
     require routine maintenance and except such minor defects as do not
     substantially interfere with the continued use thereof in the conduct of
     HAEC's operations. Additionally, HAEC has the legal right to use all
     personal property utilized by HAEC in conducting its business as currently
     conducted.

          2.19 Patents and Trademarks. Schedule 2.19 contains a complete list of
     the patents, patent applications, registered trademarks, trademark
     applications, registered copyrights, and other intellectual property, which
     HAEC owns or licenses from third parties, designated as such. As currently
     conducted, HAEC's business does not infringe any third party's logo,
     patent, trademark, trade name, copyright or other intellectual property. No
     stockholder, director, officer, employee or consultant of HAEC (i) owns,
     directly or indirectly, in whole or in part, any inventions or logos,
     patents, trademarks, trade names, brand names, copyrights or third party
     test results or applications therefor which HAEC is presently using and
     which is necessary for its

                                       5



<PAGE>



     business as currently conducted or (ii) has made any invention which has
     not been assigned to HAEC and which is necessary for its business as
     currently conducted.

          2.20 Environmental and Safety Laws. HAEC is not in violation of any
     applicable statute, law or regulation relating to the environment or
     occupational health and safety, and, to the best of its knowledge, no
     material expenditures are or will be required in order to comply with any
     such existing statute, law or regulation.

          2.21 Accuracy of Periodic Reports. The information contained in each
     of the periodic reports HAEC has filed with the United States Securities
     and Exchange Commission pursuant to the Securities Exchange Act of 1934
     (the "1934 Act") was true and correct as of the date each such periodic
     report was filed, and HAEC has amended or updated all such information as
     required by the 1934 Act.

          2.22 Completeness. The representations, warranties and statements made
     by HAEC herein do not include any untrue statement of a material fact or
     omit to state any material fact necessary in order to make the statements
     made herein not misleading in light of the circumstances under which such
     statements were made.

          2.23 Miscellaneous. All agreements, reports and other documents HAEC
     has heretofore furnished to Millennium are true, accurate and complete
     copies of the agreements, reports and other documents they purport to be.

     3. Representations and Warranties of Millennium. Millennium represents and
warrants to with HAEC, as of the Closing Date, as follows:

     3.1 Securities Representations and Warranties.

          (a) The Purchased Shares are being acquired for Millennium's own
     account, for investment purposes only, and not for the account of any other
     person, and not with a view to distribution, assignment, or resale to
     others or to fractionalization in whole or in part and that the issuance of
     the Purchased Shares to Millennium is intended to be exempt from
     registration under the Securities Act of 1933 (the "Act") by virtue of the
     exemption under Section 4(2) of the Act. Millennium understands that the
     Purchased Shares constitute "restricted securities," as said term is
     defined in Rule 144 of the Rules and Regulations promulgated under the Act,
     that the certificates representing the Purchased Shares will bear a legend
     stating that the transfer of the securities represented thereby is subject
     to the provisions hereof. Millennium represents, warrants, and agrees that:
     (i) no other person has or will have a direct or indirect beneficial
     interest in the Purchased Shares; (ii) Millennium is not acquiring the
     Purchased Shares with a view toward resale, assignment, fractionalization
     or distribution thereof; and (iii) Millennium will not sell, hypothecate,
     or otherwise transfer any of the Purchased Shares except, (A) pursuant to
     an effective registration statement filed in accordance with the Act and
     applicable state securities laws or (B) in the opinion of HAEC's corporate
     counsel, an exemption from the registration requirements of the Act and
     such laws is available.

          (b) Millennium is an accredited investor as that term is defined in
     Rule 501 of Regulation D promulgated under the Act.

                                       6


<PAGE>


         3.2 Authority. The execution, delivery and performance by Millennium
     of this Agreement, the License Agreement, and the other documents,
     instruments and transactions contemplated hereby and thereby to which
     Millennium is a party or is to be a party, have been duly authorized by all
     necessary corporate action of Millennium, and have been, or will be prior
     to Closing, duly executed and delivered by Millennium. Such documents
     constitute (or will constitute when executed and delivered at Closing)
     valid and binding obligations of Millennium enforceable against it in
     accordance with their respective terms, except as that enforceability may
     be limited by applicable bankruptcy, insolvency, fraudulent conveyance or
     transfer, reorganization, moratorium, or similar laws of general
     application affecting enforcement of creditors' rights generally.

          3.3 No Conflict with Other Agreement. Millennium's execution, delivery
     and performance of this Agreement will not result in or constitute a
     default or breach of, or accelerate the performance required under, or
     require the consent of any person or entity under any indenture, mortgage,
     deed of trust or other contract or agreement to which Millennium is a party
     or by which it or any of its assets are bound, or violate any order, writ,
     injunction or decree of any court, administrative agency or governmental
     body.

     4. Nature and Survival of Representations and Warranties. Regardless of any
investigation at any time made by or on behalf of any party hereto or of any
information any party may have in respect thereof, all representations and
warranties made hereunder or pursuant hereto shall survive the Closing.

     5. Conditions to Closing. The obligation of Millennium to purchase, and the
obligation of HAEC to sell, the Purchased Shares are subject to the fulfillment,
or the waiver by Millennium or HAEC, as the case may be, of the following
conditions on or before the Closing Date:

          5.1 Due Diligence Review. Millennium shall have completed to its
     satisfaction a review of HAEC's books and records, and HAEC shall have
     completed to its satisfaction a review of Millennium's seismic data.

          5.2 Corporate Consents. The respective Boards of Directors of each of
     HAEC and Millennium shall have approved the transactions contemplated
     herein.

     6. The Closing. HAEC and Millennium hereby agree to consummate the closing
of the sale and purchase of the Purchased Shares (the "Closing") at the offices
of Millennium's legal counsel, Boyar & Miller, located at 4265 San Felipe, Suite
1200, Houston, Texas 77027 (or such other place as Millennium and HAEC mutually
agree) immediately following the execution of this Agreement by all parties (the
"Closing Date"). At the Closing, each of the following shall occur:

          6.1 Certificates Representing Purchased Shares. HAEC shall deliver to
     Millennium certificates representing the Purchased Shares, issued in the
     names as directed by Millennium.

          6.2 License Agreement. Millennium shall execute and deliver to HAEC
     the License Agreement.

                                       7


<PAGE>



         6.3 Warrant. HAEC shall execute and deliver to Millennium the Warrant
     (the "Warrant") attached hereto as Exhibit "B", whereby Millennium is
     granted the right to purchase 750,000 shares of the Common Stock at a
     purchase price of $1.00 per share, as more particularly described therein.

          6.4 Registration Rights Agreement. Each of HAEC and Millennium shall
     execute and deliver the Registration Rights Agreement ("Registration Rights
     Agreement") attached to the Warrant as Appendix A.

     7. Further Acts. HAEC covenants and agrees that, from time to time on and
after the Closing Date, at the request of Millennium, it will execute and
deliver all documents that may be reasonably required to confirm and assure
Millennium of its title and interest in the Purchased Shares.

     8. Expenses and Commissions. Each of HAEC and Millennium shall pay their
respective expenses incident to the transactions contemplated by this Agreement.
Millennium and HAEC each represent to the other that there are no agents or
brokers entitled to a commission in connection with the transaction contemplated
by this Agreement. HAEC hereby agrees to indemnify and hold harmless Millennium
against any and all claims of any agent, broker, finder or similar party
claiming through HAEC, and Millennium hereby agrees to indemnify and hold
harmless HAEC against any and all claims of any agent, broker, finder, or other
similar party claiming through Millennium.

     9. Miscellaneous.

          9.1 Notices. All notices, requests, consents and other communications
     hereunder shall be in writing and shall be deemed to have been given if
     personally delivered or mailed, first class, registered or certified mail,
     postage prepaid to the following:

     If to Millennium, to:

        Millennium Seismic, Inc.
        7751 San Felipe, Suite 100
        Houston, Texas 77063
        Attn: Jesse R. Marion, President
        Telecopy No.: 713-789-2304

        If to HAEC, to:
        Houston American Energy Corp.
        801 Travis, Suite 2020
        Houston, Texas 77002
        Attention:  John F. Terwilliger, President
        Telecopy No. (713) 222-6440


     or to such other address as shall be given in writing by any party to the
     others. If sent by U.S. mail in accordance with this Section 9.1, such
     notices shall be deemed given and received on the earlier to occur of (a)
     the recipient's actual receipt thereof, or (b) the third business day after
     deposit thereof, with the United States Postal Service in the manner herein
     provided. Notices may also be transmitted by facsimile, provided that such
     facsimile transmission is evidenced by

                                       8

<PAGE>


     electronic confirmation of delivery. Notices delivered by any other means
     shall be deemed given and received upon the recipient's actual receipt
     thereof.

          9.2 Assignment. This Agreement may not be assigned by any party hereto
     without the prior written consent of the other party. This Agreement shall
     be binding upon and inure to the benefit of the parties hereto and their
     respective heirs, legal representatives, successors and permitted assigns.

          9.3 Entire Agreement. This Agreement, together with the Exhibits and
     Schedules attached hereto, each of which are incorporated herein by this
     reference, shall comprise the entire agreement among the parties hereto
     regarding the subject matter hereof and thereof, and this Agreement
     supersedes all prior agreements and understandings whether written or oral.

          9.4 GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
     OF THE STATE OF TEXAS. VENUE FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT
     SHALL BE PROPER IN ANY COURT OF COMPETENT JURISDICTION IN HOUSTON, HARRIS
     COUNTY, TEXAS.

          9.5 Counterparts. This Agreement may be executed in several
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument. Signatures delivered
     by telecopy shall be considered for all purposes to be the same as original
     signatures.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as
of the Effective Date.

                                 HOUSTON AMERICAN ENERGY CORP.


                                 By:  /s/  John F. Terwilliger
                                      ------------------------------------------
                                      John F. Terwilliger, President



                                 MILLENNIUM SEISMIC, INC.


                                 By: /s/  Jesse R. Marion
                                     -------------------------------------------
                                     Jesse R. Marion, President

                                       9


<PAGE>


                                   EXHIBIT A

                               LICENSE AGREEMENT


<PAGE>

                                   EXHIBIT B

                                    WARRANT



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>dex22.txt
<DESCRIPTION>LICENSE AGREEMENT
<TEXT>
<PAGE>


                                                                     Exhibit 2.2

                               LICENSE AGREEMENT
                          FOR USE OF PROPRIETARY DATA

     This LICENSE AGREEMENT FOR USE OF PROPRIETARY DATA (this "Agreement") is
entered into as of this 19th day of July, 2002, between Millennium Seismic,
Inc., a Texas corporation having its principal office located at 7751 San
Felipe, Suite 100, Houston, Texas 77063 (the "Millennium"), and Houston American
Energy Corp., a Delaware corporation having its principal office located at 801
Travis, Suite 2020, Houston, Texas 77002 (the "Licensee").

     WHEREAS, pursuant to that certain Exchange Agreement dated of even date
herewith (the "Exchange Agreement"), and in exchange for Millennium's agreement
to grant the Licensee this no fee license to use Millennium's seismic data, the
Licensee agreed to issue Millennium 1,000,000 shares of the Licensee's common
stock and a warrant to purchase up to an additional 750,000 shares of the
Licensee's common stock;

     NOW THEREFORE, in exchange for the covenants and premises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

     1. DEFINITIONS

          1.1 "Consultants" shall mean any third party (whether an individual,
     corporation or any other entity) engaged by the Licensee to interpret,
     reprocess or make other technical studies of the Data.

          1.2 "Data" shall mean the Existing Data and all Future Data.

          1.3 "Disclose" shall mean to display or show Data by any means
     whatsoever including, without limitation, by computer workstation.

          1.4 "Existing Data" shall mean the geophysical data within the
     geographical area described in the applicable Supplemental Agreement
     attached hereto and made part hereof, regardless of the form or medium on
     which it is displayed, and which Millennium either (i) owns as of the date
     of this Agreement or (ii) has the right to grant use licenses as of the
     date of this Agreement. The data shall be delineated by line number and/or
     program name and approximate mileage (or square mileage) and includes
     related supporting documentation including survey data, surveyor's notes,
     driller's notes and observer's notes.

          1.5 "Future Data" shall mean the geophysical data within the
     geographical area described in the applicable Supplemental Agreement
     attached hereto and made part hereof, regardless of the form or medium on
     which it is displayed, and which Millennium either (i) owns or will own or
     (ii) has or will have the right to grant use licenses; provided, however,
     for purposes of this Agreement, the term "Future Data" shall not include
     any such geophysical data which constitutes Existing Data. The data shall
     be delineated by line number and/or program

                                       1


<PAGE>


     name and approximate mileage (or square mileage) and includes related
     supporting documentation including survey data, surveyor's notes, driller's
     notes and observer's notes.

          1.6 "Partial Third Party Asset Acquisition" shall mean any transaction
     or series of transactions entered whereby any Third Party (other than a
     Related Entity) acquires less than all of the petroleum exploration assets
     of the Licensee, including owned or licensed geophysical data.

          1.7 "Partners" shall mean those Third Parties which become
     contractually related to the Licensee in Third Party Business Transactions
     (not necessarily "partners" in the legal context).

          1.8 "Prospective Partners" shall mean those Third Parties with which
     the Licensee is, or shall be, conducting bona fide negotiations in an
     endeavor to conclude a Third Party Business Transaction.

          1.9 "Prospective Purchasers" shall mean those Third Parties with which
     the Licensee is, or shall be, conducting bona fide negotiations in an
     endeavor to conclude a Third Party Acquisition or a Partial Third Party
     Asset Acquisition whereby the Licensee or all or a portion of its petroleum
     exploration assets is acquired by such Third Party.

          1.10 "Purchasers" shall mean Third Parties which consummate a Third
     Party Acquisition or a Partial Third Party Asset Acquisition with the
     Licensee.

          1.11 "Related Entities" shall mean any corporation, partnership,
     trust, or other entity which, as of the date of this Agreement: (i) is at
     least thirty-five percent (35%) owned or controlled, directly or
     indirectly, by the Licensee; (ii) owns or controls at least thirty-five
     percent (35%), directly or indirectly, of the Licensee; or (iii) is at
     least thirty-five percent (35%) owned or controlled, directly or
     indirectly, by any person or entity satisfying clause (ii) of this Section
     1.9 as of the date hereof.

          1.12 "Supplemental Agreement" or "Supplement" shall mean each
     consecutively numbered supplemental agreement to be entered into between
     Millennium and the Licensee, the general form of which is attached hereto
     as Schedule 1, which shall cover each separate Data licensing transaction
     contemplated by this Agreement. Upon the parties execution thereof, each
     such Supplemental Agreement shall be incorporated herein by this reference
     and shall be made a part hereof for all purposes. In the event of any
     conflict between a term or provision of any Supplement and a corresponding
     term or provision of this Agreement, the term or provision of this
     Agreement shall govern unless specifically stated to the contrary in the
     applicable Supplement.

          1.13 "Third Party" shall mean any corporation, individual,
     partnership, trust or other entity not a party to this Agreement (including
     Purchasers and Partners and Prospective Purchasers and Partners) other than
     a Related Entity.

          1.14 "Third Party Acquisition" shall mean any transaction consummated
     after the date hereof whereby any Third Party acquires: (i) in excess of
     50% of the outstanding voting

                                       2


<PAGE>


     securities of the Licensee (or otherwise gains effective control of the
     Licensee); or (ii) all of the petroleum exploration assets or business
     operations of the Licensee.

          1.15 "Third Party Business Transactions" shall mean farm-outs,
     operating agreements, acreage trades, areas of mutual interest, joint
     bidding agreements and similar business transactions for the joint
     exploration, development or production of a particular geographical
     area(s).

          1.16 "Transfer" shall mean the sale, assignment, transfer, exchange,
     trade, encumbrance, or other disposition of the Data to Third Parties and
     Related Entities.

     2. OWNERSHIP OF THE DATA

          2.1 The Licensee acknowledges that the Data consists of valuable
     copyright and trade secrets of Millennium and that title to and ownership
     rights in the Data shall remain vested in Millennium at all times. The
     Licensee agrees to take any and all actions reasonably necessary to insure
     that its employees, representatives or agents do not violate the terms and
     conditions of this Agreement including, but not limited to, the limitations
     on access to Data set forth herein. The Licensee recognizes that Millennium
     may enter into agreements with other parties to license the Data covered by
     any Supplement hereto, and that Millennium is free to license, use, sell or
     in any other manner dispose of such Data upon such terms and conditions as
     Millennium may elect.

     3. DATA DELIVERY/PAYMENT

          3.1 Millennium agrees to license the Data to the Licensee pursuant to
     the terms and conditions of this Agreement. Data will be delivered to the
     Licensee under the terms of this Agreement following the execution of a
     Supplemental Agreement, which shall reference this Agreement and describe
     in detail the content and form of the Data requested by the Licensee.
     Acceptance of the Data and execution of the Supplement by the Licensee
     shall subject the Licensee and the Data to the terms and conditions hereof
     and thereof.

          3.2 No license fee shall be due for any Data accepted pursuant to a
     Supplemental Agreement the parties enter into in accordance with this
     Agreement. Upon execution of each Supplemental Agreement, the Licensee will
     be invoiced for the amount of the actual and reasonable tape copying,
     handling, reproduction and splicing charges, as well as the shipping and
     insurance costs and applicable taxes, if any. Such invoice, which shall
     reference this Agreement and the applicable Supplemental Agreement, shall
     be payable as specified in the applicable Supplement Agreement or on the
     invoice itself.

          3.3 All past due invoices (or portions thereof) shall bear interest at
     the rate of twelve percent (12%) per annum (or such lesser, maximum amount
     allowed by applicable law) until paid.

          3.4 In the event any sales, use, gross receipts or similar tax is
     imposed on the licensing of the Data or is thereafter levied or assessed
     against Millennium, at any time after delivery of the Data to the Licensee,
     as a consequence of Millennium's licensing the Data to the Licensee
     hereunder such taxes shall be for the sole account of the Licensee, which
     shall promptly

                                       3


<PAGE>


     reimburse Millennium in full for any taxes so paid by Millennium upon
     receipt by the Licensee of a Millennium invoice, together with a copy of
     Millennium's check in payment thereof or a copy of the assessment,
     therefor.

     4. TERM

          4.1 As for Data delivered by Millennium to the Licensee under the
     terms hereof, the term of each Supplemental Agreement shall terminate 30
     years after delivery to the Licensee of the Data licensed thereunder. The
     term of this Agreement shall remain in effect so long as any Supplemental
     Agreement is in effect and, thereafter, until terminated by either party
     giving 30 days prior written notice thereof to the other party.

          4.2 Upon the termination of this Agreement, all copies of any Data
     licensed hereunder, and any physical manifestation thereof that is then in
     the Licensee's possession, shall be promptly returned to Millennium by the
     Licensee. If any such Data or manifestations thereof are not then in the
     Licensee's possession, the Licensee shall provide Millennium a full
     accounting of the disposition of same by the Licensee.

          4.3 In addition to any other remedy that may be available to
     Millennium, upon the Licensee's breach of any condition or provision of
     this Agreement concerning prohibitions against or restrictions imposed on
     Disclosure or Transfer of the Data which is not otherwise cured by the
     Licensee within 30 days after it receives Millennium's notice thereof,
     Millennium shall have the right, exercisable in its sole discretion, to:
     (i) terminate the Supplemental Agreement applicable to the Data underlying
     the Licensee's breach; or (ii) terminate this Agreement as a whole,
     including all Supplemental Agreements then in effect; provided, in either
     such event, the provisions of Section 4.2 shall immediately become
     applicable to all of the Data that is the subject of any such terminated
     Supplemental Agreement(s).

     5. RIGHTS OF THE PARTIES

          5.1 Subject to the Licensee's obligation to make payment of applicable
     costs, expenses and taxes in accordance with Section 3, Millennium hereby
     grants the Licensee the paid-up, non-exclusive right to use the Data
     described in each of the Supplemental Agreements entered into by the
     parties, whether attached hereto as of the date of this Agreement or
     entered into in the future, and the Licensee shall not Disclose, Transfer
     or otherwise dispose of such Data, except as specifically provided below:

               A. Related Entities: The Licensee may Disclose or Transfer the
          Data to a Related Entity and with no additional license fee payable to
          Millennium; provided, however, that:

                    (1) The Related Entity shall (i) be bound by the terms of
               this Agreement to the same extent as the Licensee and (ii)
               execute a document to that effect (which document shall be
               provided to and be reasonably acceptable to Millennium); and

                                       4



<PAGE>


                    (2) If any Third Party shall acquire control of a Related
               Entity that has any Data, the situation shall, at that time, be
               considered as a Third Party Acquisition and all provisions herein
               concerning Third Party Acquisitions set forth in Section 5.1(D)
               shall apply.

               B. Consultants: The Licensee or its Related Entities may make
          available, but may not Transfer, the Data to a Consultant retained by
          the Licensee or its Related Entities to reprocess and/or interpret the
          Data, provided that the Consultant shall agree, in writing (a copy of
          which, upon request, shall be provided to Millennium), to the
          following:

                    (1) That the reprocessing and/or interpretation of the Data
               performed by the Consultant shall be for the sole benefit of the
               Licensee or its Related Entities and that the Consultant shall
               not retain any copies of the Data or the results of the
               reprocessing and/or interpretation thereof and, upon completion
               of same, shall deliver all copies thereof to the Licensee or its
               Related Entities; and

                    (2) That the Data shall remain in the physical possession of
               the Licensee or its Related Entities and will not, except in
               those situations where so specifically permitted as provided
               herein, actually be surrendered to any Consultant without the
               prior written consent of Millennium; and

                    (3) The Consultant shall sign a confidentiality agreement
               with respect to the Data.

               C. Prospective Partners/Purchasers: The Licensee or its Related
          Entities may Disclose, but may not Transfer, the Data to (i)
          Prospective Partners in Third Party Business Transactions and (ii)
          Prospective Purchasers in Third Party Acquisitions (including Partial
          Third Party Asset Acquisition), provided that such Prospective
          Partners and/or Prospective Purchasers, as applicable, shall agree, in
          writing, to the following:

                    (1) Any Disclosure to such to a Prospective Purchaser or
               Prospective Partner shall be limited to seismic sections or
               portions thereof displaying only Data relevant to those
               geographical areas subject to the negotiation; and

                    (2) Prospective Purchasers or Prospective Partners shall not
               utilize the Data in making any interpretation thereof; and

                    (3) The Prospective Purchasers or Prospective Partners shall
               agree to maintain the confidentiality of the Data as specified
               herein; and

                    (4) Such Disclosure shall be made to such Prospective
               Purchasers or Prospective Partners individually on the premises
               of the Licensee or its Related Entities, for a period of time not
               to exceed a total of six (6) hours, whether consecutively or not,
               in a secure environment

                                       5

<PAGE>


               whereby said persons are unable to transcribe, photocopy,
               transmit from such premises electronically or by other means or
               otherwise depart the premises with a copy of any of the Data.

               D. Acquisitions/Purchasers: The Licensee or its Related Entities
          may Transfer the Data to Purchasers pursuant to a Third Party
          Acquisition or a Partial Third Party Asset Acquisition consummated
          after delivery of the Data to the Licensee; provided, however, no such
          Transfer shall be permitted unless: (i) each such Purchaser executes a
          License Agreement containing substantive terms similar to those
          contained herein with respect to such Data; and (ii) such Purchaser(s)
          (collectively, if more than one) pay Millennium a license transfer fee
          equal to a total of $1,000,000. The provisions of clause (ii) of the
          previous sentence shall apply to the first occurrence of any of the
          therein described Transfers of Data so long as such Transfer occurs
          during the 2-year period immediately following the date of this
          Agreement (the "Transfer Period"). Any additional Transfers to
          Purchasers pursuant to Third Party Acquisitions or Partial Third Party
          Asset Acquisitions consummated during the Transfer Period shall be
          subject to a license transfer fee in an amount equal to 50% of the
          then published rate charged by Millennium for the use of such data.
          Any Transfers of Existing Data to Purchasers pursuant to Third Party
          Acquisitions or Partial Third Party Asset Acquisitions consummated
          after the Transfer Period shall not be subject to any license transfer
          fee. Any Transfers of Future Data to Purchasers pursuant to Third
          Party Acquisitions or Partial Third Party Asset Acquisitions
          consummated after the Transfer Period shall be subject to a license
          transfer fee to be agreed upon by Millennium and the Licensee;
          provided, however, if the parties are unable to agree to such license
          transfer fee, the Licensee shall have the right to return all Future
          Data to Millennium, in which case the Licensee shall not be obligated
          to pay any additional fees related to such Future Data.

               E. Partners: The Licensee or its Related Entities may Transfer
          the Data licensed to it hereunder to Partners in Third Party Business
          Transactions provided that such Partner(s) shall: (i) execute a
          License Agreement containing substantive terms similar to those
          contained herein with respect to such Data; and (ii) pay Millennium a
          license transfer fee equal to 50% of the then published rate charged
          by Millennium for the use of such Data.

               F. Government Agencies: The Data may be disclosed by the Licensee
          or its Related Entities to government agencies only to the extent such
          disclosure is specifically required by law. The Licensee agrees to
          inform Millennium within a reasonable period after the receipt of any
          request or demand for disclosure made upon the Licensee or its Related
          Entities by a government agency so that Millennium may seek a
          protective order or other protection of confidentiality. The Licensee
          shall limit the disclosure to the greatest lawful extent.

          5.2 The Licensee or its Related Entities may make copies of or prepare
     derivative works based on any Data for the sole purpose of using such
     copies or derivative works pursuant to the rights granted herein; provided
     that all such copies or derivatives shall bear notice

                                       6


<PAGE>


     of the restricted use of the Data as contained in the "Notice" section on
     the Data or its container. Such "Notice" shall provide as follows:

                                   "WARNING"

     This data is proprietary to and a trade secret of Millennium Seismic, Inc.
     The use of this data is restricted to companies holding a valid use license
     from Millennium and is subject to the confidentiality terms of that
     license. The data may be disclosed or transferred only as expressly
     authorized in the license. Unauthorized disclosure, use, reproduction,
     reprocessing or transfer of this data to or by a third party is strictly
     prohibited."

         This notice shall not be removed, obliterated, concealed or otherwise
obscured by the Licensee or those to whom the Data is Disclosed or Transferred,
as permitted in this Agreement.

          5.3 The Licensee shall not have access to Millennium's original
     magnetic media, but may obtain a copy thereof at the normal pricing in
     effect at the time the Licensee orders such Data. The Licensee's use of any
     tape(s) so obtained and the information contained on or derived therefrom
     shall be restricted to the same rights as herein granted for the use of
     Data covered by this Agreement.

     6. OBLIGATIONS/REPRESENTATIONS OF MILLENNIUM

          6.1 ANY AND ALL DATA DELIVERED TO LICENSEE HEREUNDER (COLLECTIVELY,
     THE "DELIVERED DATA") SHALL BE, TO THE BEST OF THE KNOWLEDGE, INFORMATION
     AND BELIEF OF MILLENNIUM, ACCURATELY PREPARED IN ACCORDANCE WITH ACCEPTED
     PRACTICES OF THE GEOPHYSICAL PROFESSION, BUT EXCEPT AS OTHERWISE PROVIDED
     HEREIN MILLENNIUM MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
     OF ANY KIND OR DESCRIPTION, INCLUDING WITHOUT LIMITATION, THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN
     RESPECT TO THE QUALITY OR ACCURACY OF THE DELIVERED DATA. THE DELIVERED
     DATA IS DELIVERED HEREUNDER WITH THE EXPLICIT UNDERSTANDING AND AGREEMENT
     THAT ANY ACTION TAKEN OR EXPENDITURES MADE BY THE LICENSEE BASED ON ITS
     EXAMINATION, EVALUATION, INTERPRETATION OR USE OF THE DELIVERED DATA SHALL
     BE AT THE LICENSEE'S OWN RISK AND RESPONSIBILITY AND THE LICENSEE SHALL
     HAVE NO CLAIM AGAINST MILLENNIUM AS A CONSEQUENCE THEREOF AND HEREBY
     RELEASES MILLENNIUM FROM ANY AND ALL LIABILITY RELATIVE THERETO.

          6.2 Millennium agrees to defend, indemnify, and hold the Licensee, its
     Related Entities, their respective contractors, Consultants, shareholders,
     directors, officers, employees, agents, and representatives (collectively,
     the "Licensee Group") harmless from any claims, actions, costs (including
     without limitation, costs of investigation, litigation, and court costs),
     damages, demands, fines, interest, judgments, liabilities, losses,
     penalties, proceedings,

                                       7

<PAGE>

     suits (including appeal), and expenses, including, without limitation,
     reasonable attorneys' fees, (collectively, "Claims") brought by or on
     behalf of any person or entity (other than the Licensee or a Related
     Entity) arising out of or in connection with any allegation, in whole or in
     part, that the use or possession of the Delivered Data by any member of the
     Licensee Group, Millennium, or Millennium's customers, infringes,
     misappropriates, dilutes, or otherwise violates any patent, copyright,
     trademark, trade secret or other proprietary right of any person or entity.
     The Licensee agrees to notify Millennium promptly in writing of any such
     Claims and to give Millennium authority, information and assistance, at the
     expense of Millennium, in defense of such proceeding. Such defense will be
     provided by Millennium with counsel of its choosing; provided, however, the
     Licensee (or such other applicable member of the Licensee Group) may, at
     its sole cost, be represented by its own counsel, and may participate in
     any proceeding to which such party is a defendant, subject to Millennium's
     right to ultimately control the defense thereof.

          6.3 Millennium will defend, indemnify and hold the Licensee Group
     harmless from any Claims which may be made against any member of the
     Licensee Group by any Third Party (other than a Related Entity) or
     employees of Millennium arising out of, in connection with, or related to
     the conduct of Millennium or its contractors or the operations in acquiring
     and processing the Delivered Data provided to the Licensee pursuant hereto.
     The Licensee agrees to notify Millennium promptly in writing of any such
     Claims and to give Millennium authority, information and assistance (at
     Millennium's expense) for the defense or assistance in defense of such
     proceedings. Such defense will be provided by Millennium with counsel of
     its choosing; provided, however, the Licensee (or such other applicable
     member of the Licensee Group) may, at its sole cost, be represented by its
     own counsel, and may participate in proceedings to which such party is a
     defendant, subject to Millennium's right to ultimately control the defense
     thereof. All indemnity provisions of this Agreement shall survive
     termination, expiration, or cancellation of this Agreement.

          6.4 Millennium makes no guarantee that leases for areas covered by the
     Delivered Data will be granted to the Licensee or other exploration
     activity will be authorized for the area covered by the Delivered Data by
     any government entity or other third party and any implied representation
     to that effect is hereby expressly disclaimed.

          6.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO
     EVENT SHALL EITHER PARTY BE LIABLE FOR PUNITIVE, INDIRECT, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT,
     INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION,
     HOWEVER SAME MAY BE CAUSED.

          6.6 Millennium shall retain either original field tapes or summed
     tapes, at Millennium's choice, for a period of at least 5 years from the
     date of the original acquisition of the Delivered Data.

                                       8





<PAGE>

     7. ASSIGNMENT

     The Licensee may not assign this Agreement, in whole or in part, or, sublet
or transfer its rights or obligations hereunder, except as expressly authorized
herein, without the prior written consent of Millennium, which approval shall
not be unreasonably withheld. Millennium may assign this Agreement without
obtaining the prior written consent of the Licensee; provided, however, no such
assignment by Millennium shall be valid unless the assignee shall execute an
amendment to this License Agreement whereby the assignee agrees to be bound by
all of the terms and conditions of this Agreement. Any assignment made by either
party in contravention of this Section shall be null and void for all purposes.
To the extent that there are successors or assigns permitted under this Section,
this Agreement shall be binding on and inure to the benefit of such parties and
their respective successors and permitted assigns.

     8. NOTICES

          8.1 All notices permitted or required to be given under the terms of
     this Agreement shall be in writing and shall be deemed effective upon
     receipt if sent by mail, registered or certified and return receipt
     requested, postage prepaid, and addressed to the respective parties hereto
     at their respective addresses shown below:

         If to Millennium:                      If to Licensee:

         Millennium Seismic, Inc.               Houston American Energy Corp.
         7751 San Felipe, Suite 100             801 Travis, Suite 2020
         Houston, Texas 77063                   Houston, Texas 77002
         Attn:  Jesse R. Marion, President      Attn:  John F. Terwilliger
         Tel.:  713-789-9181                    Tel.:  713-222-6966
         Fax:  713-789-2304                     Fax:  713-222-6440

     or at such other address as shall be designated in accordance with this
     Notice provision. Notices may also be given by telex, telecopier, telefax,
     or by commercial courier/messenger service, which shall also be effective
     upon receipt.

          8.2 Either party may change its address for purposes of Section 8.1 at
     any time upon giving written notice specifying such new address and the
     effective date of such address change to the other party, as provided
     above.

     9. WAIVER

          9.1 The rights herein given to either party may be exercised from time
     to time, singularly or in combination, and the waiver of one or more of
     such rights shall not be deemed to be a waiver of such right in the future
     or of any one or more of the other rights which the exercising party may
     have.

                                       9



<PAGE>



         9.2 No waiver of any breach of a term, provision or condition of this
     Agreement by one party shall be deemed to have been made by the other party
     hereto unless such waiver is expressed in writing and signed by an
     authorized representative of such party, and the failure of either party to
     insist upon the strict performance of any term, provision or condition of
     this Agreement shall not be construed as a waiver or relinquishment in the
     future of the same or any other term, provision or condition.

     10. GOVERNING LAW/DISPUTES

          10.1 All questions arising out of or concerning this Agreement or its
     validity, interpretation, performance or breach shall be governed and
     decided by application of the laws of the State of Texas (except for any
     rule of such laws which would make the law of any other jurisdiction
     applicable hereto).

          10.2 The parties agree to attempt to resolve all disputes between them
     concerning this Agreement in an amicable manner. However, any dispute
     between the parties which cannot be so resolved by mutual agreement shall
     be resolved and decided EXCLUSIVELY by the federal or state courts of the
     State of Texas located in Harris County, Texas, and the parties hereto do
     hereby irrevocably submit themselves to the jurisdiction of such courts for
     such purposes. Each party agrees to waive any objection that the state or
     federal courts of Harris County, Texas, are an inconvenient forum. The
     parties hereby waive trial by jury in any action, proceeding, or
     counterclaim brought by either party against the other on any matter
     whatsoever arising out of or in connection with this Agreement or the
     relationship of the parties created hereby.

     11. ENTIRE AGREEMENT

     THERE ARE NO UNDERSTANDINGS OR AGREEMENTS RELATIVE TO THIS AGREEMENT THAT
ARE NOT FULLY EXPRESSED HEREIN. THIS LICENSE AGREEMENT AND ANY EXHIBITS AND
SCHEDULES HERETO, THE EXCHANGE AGREEMENT AND THE OTHER DOCUMENTS EXECUTED IN
CONNECTION THEREWITH AND HEREWITH SHALL COMPRISE THE ENTIRE AGREEMENT OF THE
PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND THEREOF. No modification,
amendment or addition to this Agreement or any Exhibit may be effected unless
the same are reduced to writing and signed by both parties.

                   (SIGNATURES APPEAR ON THE FOLLOWING PAGE)

                                       10


<PAGE>


     IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed as of the date first above written.

                                HOUSTON AMERICAN ENERGY CORP.


                                By:  /s/  John F. Terwilliger
                                     -------------------------------------------
                                     John F. Terwilliger, President



                                MILLENNIUM SEISMIC, INC.


                                By:  /s/  Jesse R. Marion
                                     -------------------------------------------
                                     Jesse R. Marion, President

                                       11


<PAGE>


                                  SCHEDULE "1"

                  SUPPLEMENTAL AGREEMENT TO LICENSE AGREEMENT
                          FOR USE OF PROPRIETARY DATA

                                    No. ___

     This SUPPLEMENTAL AGREEMENT TO LICENSE AGREEMENT FOR USE OF PROPRIETARY
DATA (this "Supplemental Agreement") is entered into this _____ day of
_____________, 200__ (the "Effective Date"), by and between Millennium Seismic,
Inc., a Texas corporation ("Millennium"), and Houston American Energy Corp., a
Delaware corporation (the "Licensee").

     Reference is herein made to that certain License Agreement For Use of
Proprietary Data dated as of July 19, 2002, between Millennium and the Licensee
(the "License Agreement"). This Supplemental Agreement is a Supplemental
Agreement referred to in the License Agreement. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the License Agreement.

     The Licensee agrees to license the number of (square or linear) miles of
Millennium (3-D or 2-D) geophysical data as specified below, under terms and
conditions of the License Agreement referenced above to which this Supplemental
Agreement is attached and made a part thereof.

Area        Committed        Cost/Sq.       Total Cost        Est. Permit
            Mileage          Mile                            Cost/Sq. Mile

                                -0-             -0-

Payment Terms:

No license fee shall be due in respect of the Data licensed pursuant to this
Supplemental Agreement. All tape copying, handling, reproduction and splicing
charges and shipping and insurance costs and applicable taxes, if any, shall be
invoiced to the Licensee following execution hereof, which amounts shall be due
to Millennium upon receipt of such invoice by the Licensee.

Product Format Requested

Raw Stacked Data Volume (SEG-Y tape)________________________

Raw Migrated Data Volume (SEG-Y tape)_______________________

Filtered Migrated Data Volume (SEG-Y tape)___________________

Velocity Data Card Image Tape________________________________

Bicenter Coordinate Location Information Tape (UKOOA format)____________

Bicenter Map (Film & Paper Print)____________________________

                                       12

<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Supplemental Agreement to
be executed as of the date first above written.

                                HOUSTON AMERICAN ENERGY CORP.


                                By:  /s/  John F. Terwilliger
                                     -------------------------------------------
                                     John F. Terwilliger, President


                                MILLENNIUM SEISMIC, INC.


                                By:  /s/  Jesse R. Marion
                                     -------------------------------------------
                                     Jesse R. Marion, President

                                       13



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>dex23.txt
<DESCRIPTION>WARRANT AGREEMENT
<TEXT>
<PAGE>



                                                                     Exhibit 2.3

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION OF THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER.

                         HOUSTON AMERICAN ENERGY CORP.
                             STOCK PURCHASE WARRANT
                             EXPIRING JULY 19, 2004

750,000 Shares                                                    Houston, Texas

     THIS IS TO CERTIFY that, for value received, MILLENNIUM SEISMIC, INC., a
Texas corporation (the "Holder"), is entitled at any time from the date hereof,
but prior to July 19, 2004 (the "Expiration Date"), subject to the terms and
conditions contained herein, to purchase up to 750,000 fully paid and
non-assessable shares (the "Warrant Shares") of the common stock, par value
$0.001 per share (the "Common Stock"), of HOUSTON AMERICAN ENERGY CORP., a
Delaware corporation (the "Company"), at a purchase price of $1.00 (the
"Exercise Price") per share (such number of Warrant Shares and the Exercise
Price being subject to adjustment as provided herein). This Warrant shall be
void and of no effect and all of the Holder's rights hereunder shall cease at
5:00 p.m., Houston, Texas time on the Expiration Date, except to the extent
theretofore exercised; provided that in the case of the earlier dissolution of
the Company, this Warrant shall become void on the date fixed for such
dissolution.

     1. Warrant. This Warrant has been issued by the Company to the Holder in
connection with (a) that certain Exchange Agreement dated of even date herewith
(the "Exchange Agreement"), between the Company and the Holder, and (b) that
certain License Agreement dated of even date herewith (the "License Agreement"),
between the Company and the Holder, whereby the Holder agreed to grant the
Company a no fee license to utilize certain of the Holder's seismic data in
exchange for 1,000,000 shares of the Common Stock and the issuance of the
Warrant.

     2. Covenants of the Company. The Company covenants that, while this Warrant
is exercisable (a) it will reserve from its authorized and unissued Common Stock
a sufficient number of shares thereof to provide for the delivery of the Warrant
Shares pursuant to any exercise of this Warrant, and (b) that all Warrant Shares
which may be issued upon the exercise

                                       1


<PAGE>



of this Warrant shall, upon the issuance thereof, be fully paid and
non-assessable shares of the Common Stock.

     3. Protection Against Dilution, Etc. In any of the following events,
occurring after the date of the issuance of this Warrant, appropriate adjustment
shall be made in the number of Warrant Shares exercisable pursuant to this
Warrant and the Exercise Price per share to be paid, so as to maintain the
proportionate interest of the Holder as of the date hereof: (a) any capital
reorganization of the Company or reclassification of the capital stock of the
Company, including, without limitation, any split-up or reverse split of the
outstanding shares of the Common Stock into a greater or lesser number, as the
case may be; (b) the Company's declaration of a dividend on the outstanding
shares of the Common Stock, payable in shares thereof or other securities of the
Company convertible into shares of the Common Stock; or (c) any of the events
described in Section 4.

     4. Merger, Etc. In case the Company shall be consolidated or merged with
and into another company, or substantially all of its assets shall be sold to
another company in exchange for stock, cash or other property with the view to
distributing such stock, cash or other property to its shareholders, the company
formed by such consolidation or merger or the company purchasing such assets, as
applicable, shall execute and deliver to the Holder a supplemental warrant
containing terms substantially similar to this Warrant and which provides that
the Holder of such supplemental warrant shall thereafter have the right (until
the stated expiration of such supplemental warrant, which shall be the same as
the expiration of this Warrant) to receive, upon exercise of such supplemental
warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation, merger or sale of the Company's
assets, as applicable, by a holder of the number of shares of the Common Stock
for which this Warrant might have been exercised immediately before such
consolidation, merger or sale.

     5. Notice of Certain Events. Upon the happening of any event requiring an
adjustment of the Warrant Shares and the Exercise Price, the Company shall
forthwith give written notice thereof to the Holder stating the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable hereunder
resulting from such event and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. The Board of
Directors of the Company shall determine the computation made hereunder. In the
case of (a) any consolidation, merger, or sale affecting the Company and calling
for the payment of cash or the delivery of property to the shareholders of the
Company, or (b) any voluntary or involuntary dissolution, liquidation, or
winding up of the Company shall at any time be proposed, the Company shall give
at least 20 days' prior written notice thereof to the Holder, which shall
include the date on which such event is to take place and the date (which shall
be at least 20 days after the giving of such notice) as of which the holders of
record of shares of the Common Stock shall be entitled to participate in the
event disclosed in such notice.

     6. Shareholders' Rights. Until the valid exercise of this Warrant, the
Holder shall not be entitled to any rights of a shareholder with respect to the
Warrant Shares covered by this Warrant; but immediately upon the exercise of
this Warrant and upon payment as provided herein, the Holder shall be deemed a
record holder of the shares of the Common Stock so purchased by the Holder.

                                       2

<PAGE>


     7. Manner of Exercise. In order to exercise this Warrant, the Holder shall
surrender this Warrant, duly endorsed or assigned to the Company or, in blank,
at the office of the Company, accompanied by (a) written notice to the Company
of the number of Warrant Shares the Holder elects to purchase, and (b) payment
of the Exercise Price for the Warrant Shares to be purchased on such exercise,
in cash or by cashier's or certified check.

     This Warrant shall be deemed to have been exercised immediately prior to
the close of business on the day of surrender of this Warrant for exercise in
accordance with the foregoing provisions, and at such time the person or persons
entitled to receive the Warrant Shares issuable upon exercise shall be treated
for all purposes as the record holder or holders of that number of shares of the
Common Stock at such time. As promptly as practicable on or after the exercise
date, the Company shall issue and deliver to the Holder a certificate or
certificates for the number of full Warrant Shares issuable upon such exercise.

     In case this Warrant is exercised in part only, upon such exercise the
Company shall execute and deliver to the Holder thereof, at the expense of the
Company, a new warrant (in a form substantially similar hereto) to purchase, in
the aggregate, the number of Warrant Shares exercisable pursuant to the
unexercised portion of this Warrant.

     8. Covenants of the Holder. The Holder understands that this Warrant has
not been registered under the Securities Act, or any other applicable securities
law. The Holder covenants that this Warrant has been purchased for investment
only and not with a view to distribution or resale, and may not be sold,
pledged, hypothecated or otherwise transferred unless this Warrant or the
Warrant Shares represented hereby are registered under the Securities Act, and
any other applicable securities law, or the Company has received an opinion of
counsel or such other evidence satisfactory to it that such registration is not
required. A legend in substantially the following form will be placed on any
certificates or other documents evidencing the Common Stock to be issued upon
any exercise of this Warrant:

     THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
     ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH
     REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
     OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF
     COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR
     SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS
     MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER
     SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
     SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED
     THEREUNDER.

     Further, stop transfer instructions to the transfer agent of the Common
Stock have been or will be placed with respect to the Warrant Shares so as to
restrict the resale, pledge, hypothecation or other transfer thereof, subject to
the further items hereof, including the

                                       3


<PAGE>

provisions of the legend set forth in this Section. Notwithstanding the
foregoing, the Company hereby agrees that the Holder may, subject to compliance
with all applicable securities laws, assign all or a portion of its rights under
this Warrant to up to two persons without the requirement of obtaining the
Company's prior written consent; provided, however, no such assignment of the
Holders rights shall be permitted unless the assignee thereof is a holder of
shares of the capital stock of Millennium Seismic, Inc. as of the date of any
such assignment.

     9. Fractional Warrants. Upon the exercise of this Warrant, no fractional
shares shall be issued; but fractional Warrants shall be delivered, entitling
the Holder, upon surrender with other fractional Warrants aggregating one or
more full Warrant Shares, to purchase such full Warrant Shares.

     10. Registration Obligation. The Company has not agreed to file and the
Company does not anticipate the filing of a registration statement under the
Securities Act to allow a public resale of this Warrant. However, pursuant to
that certain Registration Rights Agreement attached hereto as Appendix A (which
is incorporated herein by this reference), the Company has agreed to grant
certain registration rights to the Holder with respect to the resale of the
Warrant Shares issuable upon the exercise of this Warrant.

     11. Loss, Theft, Destruction of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
receipt of an indemnity agreement from the Holder in form reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company shall issue and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new warrant of
like tenor.

     12. Arbitration. Any controversy or claim arising out of or relating to
this Warrant, or the breach, termination, or validity hereof, shall be settled
by final and binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA Rules") in effect as of the
effective date of this Warrant. The American Arbitration Association shall be
responsible for (a) appointing a sole arbitrator, and (b) administering the case
in accordance with the AAA Rules. The situs of such arbitration shall be
Houston, Texas. Upon the application of either party to this Warrant, and
whether or not an arbitration proceeding has yet been initiated, all courts
having jurisdiction hereby are authorized to (x) issue and enforce in any lawful
manner, such temporary restraining orders, preliminary injunctions and other
interim measures of relief as may be necessary to prevent harm to a party's
interest or as otherwise may be appropriate pending the conclusion of
arbitration proceedings pursuant to this Warrant, and (y) enter and enforce in
any lawful manner such judgments for permanent equitable relief as may be
necessary to prevent harm to a party's interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this Warrant.
Any order or judgment rendered by the arbitrator may be entered and enforced by
any court having competent jurisdiction.

     13. Benefit. Except as otherwise provided herein, the terms and provisions
of this Warrant shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns.

                                       4



<PAGE>


     14. Notices. All notices, requests and other communications hereunder shall
be in writing and shall be deemed to have been duly given at the time of receipt
if delivered by hand or communicated by facsimile transmission, or, if mailed,
three days after deposit in the United States mail, registered or certified,
return receipt requested, with postage prepaid and addressed to the party to
receive same, if to the Company, addressed to Mr. John F. Terwilliger, 801
Travis, Suite 2020, Houston, Texas 77002 and facsimile (713) 222-6440; and if to
the Holder, addressed to Mr. Jesse R. Marion, 7751 San Felipe, Suite 100,
Houston, Texas 77063 and facsimile (713) 789-2304; provided, however, that if
either party shall have designated a different address by notice to the other
given as provided above, then any subsequent notice shall be addressed to such
party at the last address so designated.

     15. Conflict. Notwithstanding anything herein contained to the contrary, in
the event of any conflict between the terms of this Warrant or the Registration
Rights Agreement, the terms of the Registration Rights Agreement shall control.

     16. Incorporation by Reference. Any agreement referred to herein is hereby
incorporated into this Warrant by this reference.

     17. Construction. Words of any gender used in this Warrant shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Warrant shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.

     18. Headings. The headings used in this Warrant are for convenience and
reference only and in no way define, limit, simplify or describe the scope or
intent of this Warrant, and in no way effect or constitute a part of this
Warrant.

     19. Law Governing. THIS WARRANT SHALL BE CONSTRUED AND GOVERNED BY THE LAWS
OF THE STATE OF TEXAS, AND ALL OBLIGATIONS HEREUNDER SHALL BE DEEMED PERFORMABLE
IN HARRIS COUNTY, TEXAS.

     IN WITNESS WHEREOF, this Warrant has been issued on July 19, 2002.


                                HOUSTON AMERICAN ENERGY CORP.



                                By:  /s/  John F. Terwilliger
                                     -------------------------------------------
                                     John F. Terwilliger, President

Attachment:
Appendix A - Registration Rights Agreement

                                       5



<PAGE>



                                 EXERCISE FORM
         (To be executed if the owner desires to exercise the Warrant)

To:    Houston American Energy Corp.
       801 Travis, Suite 2020
       Houston, Texas 77002

     Pursuant to the terms of that certain Stock Purchase Warrant (the
"Warrant") of Houston American Energy Corp., a Delaware corporation (the
"Company"), issued to Millennium Seismic, Inc., a Texas corporation, on July 19,
2002, the Holder (as that term is defined in the Warrant) hereby exercises the
right to purchase _____ shares of the common stock, par value $0.001 per share,
of the Company, at the exercise price of $____ per share, for a total purchase
price of $__________. Kindly issue all such shares in the name of the
undersigned, and deliver the certificate representing such shares to the
undersigned at the address indicated below. If such number of shares shall not
be all of the shares purchasable pursuant to the Warrant, please issue a new
warrant of like tenor for the balance of the remaining Warrant Shares (as that
term is defined in the Warrant) purchasable thereunder to be delivered to the
undersigned at the address indicated below.



                                ------------------------------------------------
                                (Printed Name)


                                ------------------------------------------------
                                Address


                                ------------------------------------------------
                                City     State             Zip Code


                                ------------------------------------------------
                                Signature

Dated:
      ----------------------

                                       6



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>6
<FILENAME>dex24.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>



                                                                     Exhibit 2.4

                                                                      APPENDIX A

                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
July 19, 2002, by and between HOUSTON AMERICAN ENERGY CORP., a Delaware
corporation (the "Company"), and MILLENNIUM SEISMIC, INC., a Texas corporation
(the "Holder").

     WHEREAS, on even date herewith, as applicable, the parties to this
Agreement have also executed and delivered (a) that certain Exchange Agreement
(the "Exchange Agreement") between the Company and the Holder, (b) that certain
License Agreement (the "License Agreement") between the Company and the Holder,
and (c) that certain Stock Purchase Warrant (the "Warrant") issued to the Holder
by the Company; and

     WHEREAS, pursuant to the Exchange Agreement, the License Agreement and the
Warrant, and in exchange for the Holder's agreement to grant the Company a no
fee license to utilize certain of the Holder's seismic data, the Company issued
the Holder 1,000,000 shares (the "Delivered Shares") of the Company's common
stock, par value $0.001 per share (the "Common Stock"), and agreed to issue to
the Holder up to an additional 750,000 shares of the Common Stock, upon the
exercise of the Warrant as described therein (all such shares of the Common
Stock purchased by the Holder pursuant to the Warrant are collectively referred
to herein as the "Warrant Shares")

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

     1. Registration Rights Available. Pursuant to the terms and conditions
contained herein, and in the Warrant, the Company agrees to provide the Holder
or any permitted assignee of the Holder (collectively, the "Holder") with the
right to "piggyback" (the "Registration Rights") the Delivered Shares and the
Warrant Shares (collectively, the "Registrable Securities") on any registration
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Common Stock (a "Public Offering") or any other shares of the capital stock of
the Company. For purposes of this Agreement, the parties hereby agree that the
Holder shall not be entitled to "piggyback" any of the Registrable Securities
(or any other securities issuable with respect to the Delivered Shares or the
Warrant Shares as a result of any merger, consolidation, reorganization, stock
split, stock dividend, recapitalization or other similar event involving the
Company) with respect to (i) any registration statement filed by the Company on
Form S-4 or Form S-8, (ii) any registration statement filed by the Company in
connection with an exchange offer or any other offering of the capital stock of
the Company solely in connection with an acquisition, or (iii) any registration
statement filed by the Company in connection with an offering of the Company's
capital stock made solely to the Company's then existing stockholders (any
registration statement described in clauses (i)-(iii) above being excluded from
the term "Public Offering" as used in this Agreement).

                                       1

<PAGE>


    2. Registration Rights. With respect to the Registration Rights, the
parties hereby agree as follows:

          (a) Subject to Section 2(b), the Company will (i) promptly give the
     Holder written notice of any registration relating to a Public Offering,
     and (ii) include in such registration (and related qualification under
     "blue sky" laws or other compliance) such of the Holder's Registrable
     Securities as are specified in the Holder's written request or requests,
     mailed in accordance with the terms of this Agreement, within 30 days after
     the date of such written notice from the Company.

          (b) If the Public Offering identified in the notice delivered by the
     Company pursuant to Section 2(a) will be an underwritten public offering
     (in each such instance, an "Underwritten Public Offering"), the right of
     the Holder to registration pursuant to the Registration Rights shall be
     conditioned upon the Holder's participation in such underwriting, and the
     inclusion of the Holder's Registrable Securities in the underwriting shall
     be limited to the extent provided herein. The Holder shall (together with
     the Company) enter into an underwriting agreement in customary form with
     the managing underwriter selected by the Company for the Underwritten
     Public Offering. Notwithstanding any other provision of this Agreement, if
     the managing underwriter determines that marketing factors require a
     limitation of the number of the Registrable Securities to be underwritten,
     the managing underwriter may limit some or all of the Holder's Registrable
     Securities that may be included in the Underwritten Public Offering as
     follows: the number of the Holder's Registrable Securities that may be
     included in the Underwritten Public Offering shall be determined by
     multiplying the maximum number of registrable securities (of all selling
     shareholders of the Company)which the managing underwriter is willing to
     include in such Underwritten Public Offering times a fraction, the
     numerator of which is the number of the Registrable Securities the Holder
     requested to be included in such Underwritten Public Offering, and the
     denominator of which is the total number of registrable securities which
     all selling shareholders of the Company have requested to be included in
     such Underwritten Public Offering. To facilitate the allocation described
     above, the Company may round the number of registrable securities allocable
     to any such person (including the Holder) to the nearest 100 shares of the
     Common Stock. If the Holder disapproves of the terms of any such
     underwriting, it may elect to withdraw therefrom by written notice to the
     Company and the managing underwriter, which must be delivered not less than
     seven days before the effective date of the Underwritten Public Offering.
     Any of the Registrable Securities the Holder so elects to exclude or
     withdraw from the Underwritten Public Offering shall be withdrawn from such
     registration, and shall not be transferred in a public distribution prior
     to 60 days after the effective date of the Registration Statement relating
     thereto, or such other shorter period of time as the underwriters may
     require.

     3. Registration Procedure. With respect to the Registration Rights, the
following provisions shall apply:

     (a) The Holder shall be obligated to furnish the Company and the
underwriters all information reasonably related to the Registrable Securities
and the proposed manner of distribution the Company and the underwriters may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to herein. The Holder

                                       2



<PAGE>

shall otherwise cooperate with the Company and the underwriters in connection
with any such registration, qualification or compliance.

     (b) With a view to making available the benefits of certain rules and
regulations of the Securities and Exchange Commission (the "SEC") which may at
any time permit the sale of any Restricted Securities (as that term is defined
in Rule 144 ("Rule 144") promulgated under the Securities Act), to the public
without registration, the Company agrees to use its best lawful efforts to:

          (i) Make and keep public information available, as those terms are
     understood and defined in Rule 144 at all times during which the Company is
     subject to the reporting requirements of the Securities Exchange Act of
     1934, as amended (the "Exchange Act");

          (ii) File with the SEC in a timely manner all reports and other
     documents required to be filed by the Company under the Securities Act and
     the Exchange Act (at all times during which the Company is subject to such
     reporting requirements); and

          (iii) So long as the Holder owns any Restricted Securities, to furnish
     to the Holder, upon request, (A) a written statement from the Company as to
     its compliance with the reporting requirements of Rule 144 and with regard
     to the Securities Act and the Exchange Act (at all times during which the
     Company is subject to such reporting requirements), (B) a copy of the most
     recent annual or quarterly report of the Company, and such other reports
     and documents of the Company and other information in the possession of or
     reasonably obtainable by the Company as the Holder may reasonably request
     in availing itself of any rule or regulation of the SEC allowing the Holder
     to sell any Restricted Securities without registration.

     (c) The Company agrees that it will furnish the Holder such number of
prospectuses meeting the requirements of Section 10(a)(3) of the Securities Act,
offering circulars or other documents incident to any registration,
qualification or compliance referred to herein as provided or, if not otherwise
provided, as the Holder from time to time may reasonably request.

     (d) All expenses (except for any underwriting and selling discounts and
commissions and legal fees for the Holder's attorneys) of any registrations
permitted pursuant to this Agreement and of all other offerings by the Company
(including, but not limited to, the expenses of any qualifications under the
"blue sky" or other state securities laws and compliance with governmental
requirements of preparing and filing any post-effective amendments required for
the lawful distribution of the Registrable Securities to the public in
connection with such registration, of supplying prospectuses, offering circulars
or other documents) will be paid by the Company.

     (e) In connection with the preparation and filing of any Registration
Statement under the Securities Act pursuant to this Agreement, the Company will
give the Holder and the Holder's attorneys and accountants, the opportunity to
participate in the preparation of any Registration Statement, each prospectus
included therein or filed with the SEC, and each

                                       3


<PAGE>


amendment thereof or supplement thereto, and will give each of them such access
to its books and records and opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary to conduct a reasonable
investigation within the meaning of the Securities Act.

     (f) The Company shall notify each holder of Registrable Securities covered
by a Registration Statement, during the time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.

     (g) In connection with any Registration Statement which becomes effective,
the Company shall take all actions necessary to maintain the effectiveness
thereof for a total of no less than 180 days, exclusive of (i) the days during
any Blackout Period (as defined below) and (ii) any days during a period of time
in which sales of the securities covered by such Registration Statement are
legally prohibited.

     4. Blackout Period. At any time after the effective date of the
Registration Statement, if the Company provides to the Holder a notice pursuant
to Section 3(f) hereof and stating that the Company requires the suspension by
the Holder of the distribution of any of the Registrable Securities, then the
Holder shall cease distributing the Registrable Securities for such period of
time (the "Blackout Period"), not to exceed 120 days from the time notice is
sent until the Company informs the Holder that the Blackout Period has been
terminated. Upon notice to the Holder of such determination, the Holder will:
(a) keep all facts related to such notice strictly confidential, provided,
however, the Holder shall be entitled, as necessary, to disclose the existence
of the Blackout Period and to refer any inquiries regarding the Blackout Period
to the Company; (b) promptly halt any offer, sale, trading or transfer of any of
the Registrable Securities for the duration of the Blackout Period; and (c)
promptly halt any use, publication, dissemination or distribution of each
prospectus included within the Registration Statement, and any amendment or
supplement thereto by it and any of its affiliates for the duration of the
Blackout Period.

     5. Lock-Up. In connection with any Underwritten Public Offering, the Holder
agrees, if requested, to execute a lock-up letter addressed to the managing
underwriter in customary form agreeing not to sell or otherwise dispose of the
Registrable Securities (other than any that may be included in the offering) for
a period not exceeding 180 days.

     6. Delay of Registration. The Holder shall not have any right to obtain or
seek an injunction restraining or otherwise delaying any registration of the
Common Stock (including the Registrable Securities) as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Agreement.

     7. Indemnification by the Company. In the event of any registration of the
Registrable Securities under the Securities Act, pursuant to the terms of this
Agreement, the Company agrees to indemnity and hold harmless the Holder and each
of its directors, officers, shareholders, partners, agents and any other
person(s) who controls the Holder, within the

                                       4


<PAGE>


meaning of the securities Act (collectively, the "Holder Indemnified Group"),
against any and all claims, demands, losses, costs, expenses, obligations,
liabilities, joint or several, damages, recoveries and deficiencies, including
interest, penalties and attorneys' fees (collectively the "Claims"), to which
any member of the Holder Indemnified Group may become subject under the
Securities Act or otherwise, insofar as the Claims or actions or proceedings,
whether commenced or threatened, in respect thereto arise out of or are based on
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement under which the Registrable Securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such member of the Holder
Indemnified Group for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any Claim or action or proceeding in
respect thereto; provided that the Company shall not be liable in any such case
to the extent that any Claim or action or proceeding in respect thereof or
expense arises out of or is based on an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance on and in conformity with written information
furnished to the Company through an instrument duly executed by the Holder, or
the applicable member of the Holder Indemnified Group, specifically stating that
it is for use in the preparation thereof. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Holder and survive the Holder's transfer of the Registrable Securities.

     8. Indemnification by the Holder. The Company may require, as a condition
to including the Registrable Securities in any Registration Statement filed
pursuant to this Agreement, that the Company shall have received an undertaking
satisfactory to it from the Holder, to indemnify and hold harmless (in the same
manner and to the same extent as set forth in Section 7 hereof) the Company,
each director and officer of the Company and each other person, if any, who
controls the Company within the meaning of the Securities Act (collectively, the
"Company Indemnified Group" with respect to any statement or alleged statement
or alleged statement in or omission or alleged omission from the Registration
Statement, any preliminary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance on and in conformity with written
information furnished to the Company through an instrument duly executed by the
Holder specifically stating that it is for use in the preparation of the
Registration Statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Notwithstanding the foregoing, the maximum
liability hereunder which the Holder shall be required to suffer shall be
limited to the net proceeds to the Holder from the Registrable Securities sold
by the Holder in any such offering. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the Company
or any such director, officer or controlling person and shall survive the
Holder's transfer of the Registrable Securities.

     9. Notice of Claims. Promptly after receipt by an indemnified party of
notice of the commencement of any action or proceeding involving a Claim, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the indemnifying party of the
commencement of such action, provided that the failure of any

                                       5

<PAGE>


indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Agreement except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice. In case any such action is brought against an indemnifying party, unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist in respect of a Claim the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to so assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of a Claim.

     10. Indemnification Payments. The indemnification required by this
Agreement shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

     11. Assignment of Registration Rights. The rights to cause the Company to
register the Registrable Securities pursuant to this Agreement may not be
assigned by the Holder without the prior written consent of the Company.
Notwithstanding the foregoing the Holder may, subject to compliance with all
applicable securities laws, if any, assign all or a portion of its rights under
this Agreement to up to two persons without the requirement of obtaining the
Company's prior written consent; provided, however, no such assignment of the
Holders rights shall be permitted unless the assignee thereof is a holder of
shares of the capital stock of Millennium Seismic, Inc. as of the date of any
such assignment.

     12. Termination of this Agreement. This Agreement shall terminate with
respect to the Holder when all of the Registrable Securities have been
registered as provided herein.

     13. Conflict. Notwithstanding anything herein contained to the contrary, in
the event of any conflict between the terms of (a) the Exchange Agreement, the
License Agreement and the Warrant or (b) this Agreement, the terms of this
Agreement shall control.

     14. Attorneys' Fees. In the event that it should become necessary for any
party entitled hereunder to bring suit against any other party to this Agreement
for enforcement of the covenants herein contained, the parties hereby covenant
and agree that the party who is found to be in violation of said covenants shall
also be liable for all reasonable attorney's fees and costs of court incurred by
the other parties hereto.

     15. Governing law; Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY CONFLICTS OF
LAWS PROVISIONS THEREOF.

     16. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach, termination, or validity hereof, shall be settled
by final and binding

                                       6

<PAGE>



arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA Rules") in effect as of the effective date of this
Agreement. The American Arbitration Association shall be responsible for (a)
appointing a sole arbitrator, and (b) administering the case in accordance with
the AAA Rules. The situs of the arbitration shall be Houston, Texas. Upon the
application of either party to this Agreement, and whether or not an arbitration
proceeding has yet been initiated, all courts having jurisdiction hereby are
authorized to (x) issue and enforce in any lawful manner, such temporary
restraining orders, preliminary injunctions and other interim measures of relief
as may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate pending the conclusion of arbitration proceedings pursuant to this
Agreement, and (y) enter and enforce in any lawful manner such judgments for
permanent equitable relief as may be necessary to prevent harm to a party's
interest or as otherwise may be appropriate following the issuance of arbitral
awards pursuant to this Agreement. Any order or judgment rendered by the
arbitrator may be entered and enforced by any court having competent
jurisdiction.

     17. Benefit. All the terms and provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto,
and their respective successors and permitted assigns. In particular, should the
Company be consolidated or merged with and into another company, or sell
substantially all of its assets to another company in exchange for stock, cash
or other property, the company formed by such consolidation or merger or the
company purchasing such assets, as applicable, shall execute and deliver to the
Holder a supplemental registration rights agreement containing terms
substantially similar to this Agreement and which provides that the Registration
Rights granted to the Holder of such supplemental registration rights agreement
shall thereafter be applicable to the kind and amount of shares of stock and
other registrable securities received upon such consolidation, merger or sale of
the Company's assets, as applicable, in exchange for the Delivered Shares and,
upon exercise thereof, the shares of stock or other registrable securities to be
issued pursuant to the supplemental warrant issued in replacement of the Warrant
(in accordance with the terms of the Warrant).

     18. Notices. All notices, requests and other communications hereunder shall
be in writing and shall be deemed to have been duly given at the time of receipt
if delivered by hand or communicated by facsimile transmission, or, if mailed,
three days after deposit in the United States mail, registered or certified,
return receipt requested, with postage prepaid and addressed to the party to
receive same, if to the Company, addressed to Mr. John F. Terwilliger, 801
Travis, Suite 2020, Houston, Texas 77002 and facsimile (713) 222-6440; and if to
the Holder, addressed to Mr. Jesse R. Marion, 7751 San Felipe, Suite 100,
Houston, Texas 77063 and facsimile (713) 789-2304; however, that if either party
shall have designated a different address by notice to the other given as
provided above, then any subsequent notice shall be addressed to such party at
the last address so designated.

     19. Construction. Words of any gender used in this Agreement shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business

                                       7

<PAGE>


under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.

     20. General Assurances. The parties agree to execute, acknowledge, and
deliver all such further instruments, and do all such other acts, as may be
necessary or appropriate in order to carry out the intent and purposes of this
Agreement.

     21. Construction of Agreement. The parties hereto acknowledge and agree
that neither this Agreement nor any of the other documents executed in
connection herewith shall be construed more favorably in favor of one than the
other based upon which party drafted the same, it being acknowledged that each
of the parties hereto contributed substantially to the negotiation and
preparation of this Agreement and the documents executed in connection herewith.

     22. No Third Party Beneficiaries. Except as otherwise expressly forth in
this Agreement, no person or entity not a party to this Agreement shall have
rights under this Agreement as a third party beneficiary or otherwise.

     23. Incorporation by Reference. Any agreement referred to herein is hereby
incorporated into this Agreement by this reference.

     24. Waiver. No course of dealing on the part of any party hereto or its
agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.

     25. Cumulative Rights. The rights and remedies of any party under this
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.

     26. Invalidity. In the event any one or more of the provisions contained in
this Agreement or in any instrument referred to herein or executed in connection
herewith shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect the other provisions of this Agreement or any such other instrument.

     27. Excusable Delay. None of the parties hereto shall be obligated to
perform and none shall be deemed to be in default hereunder, if the performance
of a non-monetary obligation is prevented by the occurrence of any of the
following, other than as the result of the financial inability of the party
obligated to perform: acts of God, strikes, lock-outs, other industrial
disturbances, acts of a public enemy, wars or war-like action (whether actual,
impending or expected and whether de jure or de facto), arrest or other
restraint of governmental (civil or military) blockades, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms,
floods, washouts, sink holes, civil disturbances, explosions, breakage or
accident to equipment or machinery, confiscation or seizure by any government of
public

                                       8

<PAGE>

authority, nuclear reaction or radiation, radioactive contamination or other
causes, whether of the kind herein enumerated, or otherwise, that are not
reasonably within the control of the party claiming the right to delay
performance on account of such occurrence.

     28. Time of the Essence. Time is of the essence of this Agreement.

     29. Headings. The headings used in this Agreement are for convenience and
reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and in no way effect or constitute a part of this
Agreement.

     30. Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     31. Entire Agreement. This Agreement, together with the Exchange Agreement,
the License Agreement and the Warrant, shall comprise the entire agreement among
the parties hereto regarding the subject matter hereof and thereof, and this
Agreement supersedes all prior agreements and understandings whether written or
oral.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
                                HOUSTON AMERICAN ENERGY CORP.


                                By:  /s/  John F. Terwilliger
                                     -------------------------------------------
                                     John F. Terwilliger, President



                                MILLENNIUM SEISMIC, INC.


                                By:  /s/  Jesse R. Marion
                                     -------------------------------------------
                                     Jesse R. Marion, President

                                       9



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>7
<FILENAME>dex25.txt
<DESCRIPTION>ASSIGNMENT OF TERM ROYALTY INTEREST
<TEXT>
<PAGE>



                                                                     Exhibit 2.5

                      ASSIGNMENT OF TERM ROYALTY INTEREST


STATE OF TEXAS

                                            KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAVACA

     THAT for and in consideration of the sum of Ten and No/100 Dollars and
other valuable consideration ($10.00 & OVC) the receipt and sufficiency of which
is hereby acknowledged, Marlin Data Research, Inc., whose address is Suite 2020,
801 Travis Street, Houston, Texas 77002, hereinafter referred to as "Assignor"
does by these presents hereby BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY and SET
OVER unto Houston American Energy Corp., whose address is Suite 2020, 801 Travis
Street, Houston, Texas 77002, hereinafter referred to as "Assignee", an
undivided non-participating royalty interest of 5.0% of 8/8ths interest in and
to all of the oil, gas and other minerals produced from the lands covering 300
acres, more or less, out of the Maxwell Steele Survey, A-430, Lavaca County,
Texas, and being the same non-participating royalty reserved in the Mineral Deed
assigned to Marlin Data Research, Inc. et. al., dated the 18th day of December,
1995 and recorded in Volume 85, Page 876 of the Official Records of Lavaca
County, Texas, and assigned to Assignee on September 1, 1997 and recorded in
Volume 136, Page 101 of the Official Records of Lavaca County, Texas. This
ASSIGNMENT OF TERM ROYALTY INTEREST is for a period of one year from the date
executed or for as long as commercial oil or gas production exists from well or
wells which were drilled within the term of this assignment that are situated on
these lands or on lands pooled with these lands referenced herein or for as long
as a valid oil and gas mineral lease exists covering these lands so long as this
lease existed as of the effective date as referenced below or is executed during
the one year term of this assignment.

     EXECUTED, EFFECTIVE AND DELIVERED, without warranty of title, expressed or
implied, except by, through and under Assignor, as of the 18th day of July,
2002.

                                MARLIN DATA RESEARCH, INC.


                                By:  /s/  John F. Terwilliger
                                     -------------------------------------------
                                     John F. Terwilliger
                                     President

STATE OF TEXAS
COUNTY OF HARRIS

     This instrument was acknowledged before me this 18th day of July 2002 by
John F. Terwilliger, as President of Marlin Data Research, Inc., a Texas
Corporation, on behalf of said Corporation.



                                ------------------------------------------------
                                Notary Public in and for the State of Texas



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>8
<FILENAME>dex26.txt
<DESCRIPTION>BILL OF SALE
<TEXT>
<PAGE>



                                                                     Exhibit 2.6

BILL OF SALE

July 18, 2002

Marlin Data Research, Inc. has sold a TERM ROYALTY INTEREST as more fully
described in the assignment dated and effective July 18, 2002 to Houston
American Energy Corp. for ten dollars and acknowledges receipt of this amount.


/s/  John F. Terwilliger                  /s/  John F. Terwilliger
- ----------------------------------        ----------------------------------
John F. Terwilliger                       John F. Terwilliger
President                                 President
Marlin Data Research, Inc.                Houston American Energy Corp.














</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
