EXHIBIT 10.7


                                    AGREEMENT


         This Agreement made and entered into this 12th day of July, 2004 by and
between Lexington Oil & Gas Ltd., Co., an Oklahoma LLC corporation, hereinafter
referred to as LOG and Lexington Resources, Inc. a publicly traded incorporate
company in the State of Nevada hereinafter referred to as LRI and Douglas E.
Humphreys, hereinafter referred to as DH.

         Whereas  LOG is a  legal  corporation  within  the  state  of  Oklahoma
primarily functioning as an oil and gas exploration and development corporation.

         Whereas DH is an experienced oil and gas professional with more than 25
years in the oil and gas business putting together business deals and overseeing
actual drilling operations and the completion and management of wells.

         Whereas LOG needs the assistance of a seasoned oil and gas professional
and DH is willing to help LOG in the management and growth of its assets.

         NOW  THEREFORE,  for  and  in  consideration  of the  mutual  covenants
hereinafter set forth, the parties hereto agree as follows:

         1. That the hereinabove  mentioned recitals shall be considered as part
of the covenants of this Agreement.

         2. That DH will  continue  to assist LOG in its  efforts to acquire and
its lawful  interest  in all  properties  and  projects  undertaken  by LOG.  In
addition,  DH will oversee the drilling  operations of all wells to which LOG is
named as the operator and, if applicable,  any  completion and daily  operations
management of the producing wells. Included in such oversight shall be producing
and  filing  all  the  necessary  paperwork  with  all  applicable  governmental
oversight agencies.

         3. That LOG has acquired and  continues to acquire  additional  oil and
gas  leases  and/or  producing  wells  to  which DH will  assist  in the  timely
development,  either through  turning the deals for a profit or assisting in the
drilling  exploration  for oil  and gas or  enhancement  and  management  of the
producing wells.

         4. That DH is given the  authority to sign all  necessary  paperwork to
accomplish the goals of the covenants.  However, no expenditures or encumbrances
are permitted without the express authorization of a corporate officer of LOG.

         5.  That DH shall be  compensated  for such  services  pursuant  to the
following terms:





          a.)  Monthly compensation will be $7,500 per month plus reasonable
               expenses to carry out his duties effective April, 2004.

          b.)  DH will be granted a 10% (ten percent) carried working interest
               in all wells drilled Lexington Oil & Gas Ltd. Co., and further,
               will have the right to purchase an additional 5% (five percent)
               working interest in all wells drilled by Lexington Oil & Gas Ltd.
               Co. Funds for this participation are to be paid prior to the
               commencement of drilling said wells.

          c.)  In addition, to options currently held by DH in Lexington
               Resources, Inc.(50,000 options at $0.50 per share), a further
               200,000 options will be granted at $3.00 per share.

         6. That this agreement shall be in force and effect until terminated by
ninety days written notice by either party for any reason.

         In witness whereof, the parties have hereunto set their hands this 12th
day of July, 2004.



LEXINGTON OIL & GAS LTD., CO                       DOUGLAS E. HUMPHREYS

                                                   /s/ DOUGLAS E. HUMPHREYS
                                                   ________________________


LEXINGTON RESOURCES, INC.



/s/ GRANT ATKINS
_________________
    Grant Atkins
    President