SB-2/A

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            ---------------------

                               AMENDMENT NO. 6

                                     TO
                                  FORM SB-2
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                            ---------------------

                          PETROL OIL AND GAS, INC.
                ---------------------------------------------
               (Name of small business issuer in its charter)

Nevada                         1382                    88-0453323
(State or other          (Primary Standard             (IRS Employer
jurisdiction             of Industrial Classification  Identification
incorporation            or Code Number)               Number)
organization)

                            6265 S. Stevenson Way
                            Las Vegas, NV  89120
                               (702) 454-3394
        (Address and telephone number of principal executive offices)
                            ---------------------

                              401 Pearson Ave.
                          Waverly, Kansas 66871-9750
   (Address of principal place of business or intended principal place of
                                  business)

                          Paul Branagan, President
                          PETROL OIL AND GAS, INC.
                            6265 S. Stevenson Way
                            Las Vegas, NV  89120
                               (702) 454-3394
          (Name, address and telephone number of agent for service)
                            --------------------

                        Copies of Communications to:
                            Stoecklein Law Group
                        402 West Broadway, Suite 400
                             San Diego, CA 92101
                               (619) 595-4882
                             Fax (619) 595-4883



        Approximate date of commencement of proposed sale to public:
  As soon as practicable after the registration statement becomes effective
                         --------------------------

     If  this Form is filed to register additional securities for an offering
pursuant  to Rule 462(b) under the Securities Act, please check the following
box  and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]

     If  delivery of the prospectus is expected to be made pursuant  to  Rule
434, please check the following box. [ ]


                       Calculation of Registration Fee



                                   Proposed   Proposed Maximum
Title of Each Class                Offering      Aggregate       Amount of
of Securities to be Amount to be  Price Per    Offering Price  Registration
    Registered       Registered   Share                   Fee 

Common Stock,        5,000,000      $1.00        $5,000,000       $1,250
$0.001 par value

       TOTAL         5,000,000      $1.00        $5,000,000       $1,250



(1)   The proposed maximum offering price is estimated solely for the purpose
  of determining the registration fee and calculated pursuant to Rule 457(c).

(2)  Previously paid.


  The  Registrant hereby amends this Registration Statement on such  date  or
dates  as  may be necessary to delay its effective date until the  registrant
shall   file  a  further  amendment  which  specifically  states  that   this
Registration  Statement shall thereafter become effective in accordance  with
Section  8(a)  of  the  Securities  Act of 1933  or  until  the  Registration
Statement  shall  become  effective on such date as  the  Commission,  acting
pursuant to said Section 8(a), may determine.

             Subject to Completion, dated _______________, 2003

                                     ii


Initial Public Offering
     PROSPECTUS


                          PETROL OIL AND GAS, INC.

                      5,000,000 Shares of Common Stock
                               $1.00 per share

The Offering
                               Per share           Total
Public Price.                    $1.00          $5,000,000
Commissions.                       $0               $0
Proceeds to
 PETROL OIL AND GAS, INC..       $1.00          $5,000,000

Minimum Purchase.              100 shares          $100

We are offering to the public a minimum of 500,000 and a maximum of 5,000,000
shares of common stock on a "direct public offering" basis through our
officer and directors.  We have set a minimum investment of 100 shares
($100).  If we do not sell at least the minimum of 500,000 shares by December
31, 2003, the offering will terminate and all money paid for shares will be
promptly returned to the purchasers, without interest and without deduction.

This is our initial public offering, and no public market currently exists
for our shares.  The offering price may not reflect the market price of our
shares after the offering.  No arrangement has been made to place funds in an
escrow, trust, or similar account.
                          ________________________

An investment in our common stock involves a high degree of risk.  You should
purchase our common stock only if you can afford a complete loss of your
purchase.  See "Risk Factors" beginning on page 7 for a discussion of
material risks that you should consider prior to purchasing any of our common
stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if
this prospectus is truthful or complete.  Any representation to the contrary
is a criminal offense.
                          ________________________

The  information  contained in this prospectus is subject  to  completion  or
amendment.   We  have filed a registration statement with the Securities  and
Exchange  Commission relating to the securities offered in  this  prospectus.
We  may not sell nor may we accept any offers to buy the securities prior  to
the  time  the registration statement becomes effective.  This prospectus  is
not an offer to sell or a solicitation of an offer to buy any securities.  We
shall  not  sell these securities in any state where such offer, solicitation
or  sale  would be unlawful before we register or qualify the securities  for
sale in any such State.

           THE DATE OF THIS PROSPECTUS IS _________________, 2003.



                             PROSPECTUS SUMMARY

     You should read the following summary together with the entire
prospectus, including the more detailed information in our financial
statements and related notes appearing elsewhere in this prospectus.  You
should carefully consider the matters discussed in "Risk Factors."

Petrol Oil and Gas, Inc. ("Petrol")

     Petrol was incorporated in the state of Nevada on March 3, 2000 as Euro
Technology Outfitters.  On August 19, 2002, we entered into an asset purchase
agreement with Petrol Energy, Inc., whereby we purchased certain assets,
primarily consisting of approximately 289 oil and gas mineral leases, and
assumed certain liabilities of Petrol Energy in exchange for 10,918,300
shares of our restricted common stock.  On August 20, 2002, following
completion of the asset purchase, we amended our articles of incorporation to
change our name to Petrol Oil and Gas, Inc.

     We are now structured to become an oil and gas exploration and
development company.  Our primary business objective is to produce economic
quantities of natural gas from buried coal seams, denoted as coal-bed methane
(CBM). The first step in our business plan was achieved upon the acquisition
of the mineral leases from Petrol Energy.  Next we will have to drill and
subsequently produce commercial quantities of natural gas and have a ready
market in which to sell the produced gas.

     Petrol currently has only two employees and its auditor has issued a
going concern qualification in the footnotes to its financial statements. The
proceeds of this offering will allow Petrol to hire additional employees and
expand its exploration and development program.

Our principal executive office address and phone number is:

     PETROL OIL AND GAS, INC.
     6265 S. Stevenson Way
     Las Vegas, Nevada 89120
     (702) 434-3394.

                                The Offering

Securities Offered.           500,000 shares minimum
                              5,000,000 shares maximum of common stock

Price Per Share.              $1.00

Minimum Purchase.             100 shares or $100

Offering Termination Date.    December 31, 2003

                                     1


Common Stock Outstanding
     before Offering.         14,896,993 shares of common stock

Common Stock Outstanding
     after Offering.          15,396,993 shares - minimum offering
                              19,896,993 shares - maximum offering

Estimated Net Proceeds.       $500,000 - minimum offering
                              $5,000,000 - maximum offering

Use of Proceeds.              The proceeds of the offering will be
                              used to repay short-term debt,the purchase
                              of drilling/production equipment, for
                              development drilling and completion costs, and
                              for general corporate purposes, including
                              working capital.

                                  Glossary

     Throughout this prospectus we may use certain terms or phrases that are
specific to the oil and gas industry. We have included a glossary, commencing
on page 4, containing these terms and phrases. We encourage you to refer to
the glossary to gain a better understanding of industry terms used throughout
this prospectus.

                                     2


                        SUMMARY FINANCIAL INFORMATION

     The following table sets forth summary financial data derived from our
financial statements. The data should be read in conjunction with the
financial statements, related notes and other financial information included
in this prospectus.


                    For the    For the Year    For the       March 3, 2000
                    Quarter        Ended        Period      (inception) to
                     Ended     December 31,     Ended       March 31, 2003
Operating          March 31,       2002      December 31,     (unaudited)
Statement Data:       2003       (audited)       2001
                  (unaudited)                 (audited)
                                               
Income Statement
Data:
Revenues:          $        --   $        --  $        --     $           --
                   -----------  ------------ ------------   ----------------
Professional and        85,495   639,508           --            724,832
consulting fees
Salaries                33,750        42,738                          76,488
Travel                   7,065        10,480           --             17,545
Miscellaneous           20,175        10,519          349             37,149
expense
                   -----------  ------------ ------------   ----------------
Net Loss           $ (146,485)   $ (703,245)  $     (349)    $     (856,014)
                   ===========  ============ ============   ================

Basic and          $    (0.01)   $    (0.08)  $        --    $        (0.12)
diluted earnings
per share
                   ===========  ============ ============   ================
Weighted shares     13,223,882     8,338,208    6,454,360          7,210,255
outstanding
                   ===========  ============ ============   ================



                           At                  At                 At
                     March 31, 2003    December 31, 2002  December 31, 2001
Balance Sheet Data:    (unaudited)         (audited)          (audited)
                                                  
Total Assets.        $        628,146    $        444,792   $             --
Liabilities.         $        157,308    $        134,969   $             --
                     ----------------    ----------------   ----------------
Stockholders'        $        470,838    $        309,823   $             --
Equity (Deficit).
                     ================    ================   ================



  (1)    Professional and consulting fees for the year ended December 31,
     2002 consisted of fees paid for legal, accounting and other professional
     services. Consulting fees were paid to various business consultants that
     assisted Petrol in its operations. A substantial portion ($343,650) of
     the fees referenced were paid in shares of Petrol's common stock and
     expensed at the fair market value of the shares at the time of issuance.

                                      3


                                  GLOSSARY

Term                                       Definition

Adsorb           A process by which molecules are taken up on the surface of a
                solid by physical or chemical action. Large amounts of gases
                may be adsorbed on the surface of a porous material such as
                coal.

Barrel           In the energy industry, a barrel is a unit of volume
                measurement used for petroleum and is equivalent to 42 U.S.
                gallons measured at 60 Fahrenheit.

Basin            A depressed area where sediments have accumulated during
                geologic time and considered to be prospective for oil and
                gas deposits.

Blowout          An uncontrolled flow of oil, gas, water or mud from a
                wellbore caused when drilling activity penetrates a rock
                layer with natural pressures greater than the drilling mud in
                the borehole.

Coal rank        The classification of coal relative to other coals, according
                to their degree of metamorphism, or progressive alteration,
                in the natural series from lignite to anthracite. Synonymous
                with coal quality.

Coalification    A progressive process (bacterial decay and heat) that turns
process          decayed plant material (peat) into the various ranks of coal.
                The first stage (peat to lignite) is decay and the remaining
                stages are thermal. The major by-products are methane, carbon
                dioxide, and water.

Completion /     A well made ready to produce oil or natural gas. Completion
Completing       involves cleaning out the well, running and cementing steel
                casing in the hole, adding permanent surface control
                equipment, and perforating the casing so oil or gas can flow
                into the well and be brought to the surface.

Desorb           The release of materials (e.g., gas molecules) from being
                adsorbed onto a surface. The opposite of adsorb.

Development      The phase in which a proven oil or gas field is brought into
                production by drilling production (development) wells.

Division order   A contract for the sale of oil or gas, by the holder of a
                revenue interest in a well or property, to the purchaser
                (often a pipeline transmission company).

Drilling         The using of a rig and crew for the drilling, suspension,
                production testing, capping, plugging and abandoning,
                deepening, plugging back, sidetracking, redrilling or
                reconditioning of a well. Contrast to "Completion"
                definition.

Drilling logs    Recorded observations made of rock chips cut from the
                formation by the drill bit, and brought to the surface with
                the mud, as well as rate of penetration of the drill bit
                through rock formations. Used by geologists to obtain
                formation data.

                                           4


Exploration      The phase of operations which covers the search for oil or
                gas by carrying out detailed geological and geophysical
                surveys followed up where appropriate by exploratory
                drilling. Compare to "Development" phase.

Farm out         Assignment or partial assignment of an oil and gas lease from
                one lessee to another lessee

Gathering line / A pipeline that transports oil or gas from a central point of
system           production to a transmission line or mainline.

Gross acre       An acre in which a working interest is owned. The number of
                gross acres is the total number of acres in which a working
                interest is owned

Gross well       A well in which a working interest is owned. The number of
                gross wells is the total number of wells in which a working
                interest is owned.

Held-By-         Refers to an oil and gas property under lease, in which the
Production (HBP) lease continues to be in force, because of production from
                the property.

Land services    Services performed by an oil and gas company or agent, or
                landman, who negotiates oil and gas leases with mineral
                owners, cures title defects, and negotiates with other
                companies on agreements concerning the lease.

Logging          Process of lowering sensors into a wellbore to acquire
(electric        downhole recordings that indicate a well's rock formation
logging)         characteristics and indications of hydrocarbons

Methane          An organic chemical compound of hydrogen and carbon (i.e.,
                hydrocarbon), with the simplest molecular structure (CH4)

Mineral Lease    A legal instrument executed by a mineral owner granting
                exclusive right to another to explore, drill, and produce oil
                and gas from a piece of land

Natural gas      The value of natural gas is calculated by its BTU content. A
quality          cubic foot of natural gas on the average gives off 1000 BTU,
                but the range of values is between 500 and 1500 BTU. Energy
                content of natural gas is variable and depends on its
                accumulations which are influenced by the amount and types of
                energy gases they contain: the more non-combustible gases in
                a natural gas, the lower the Btu value.

Net acre         A net acre is deemed to exist when the sum of fractional
                working interests owned in gross acres equals one. The number
                of net acres is the sum of fractional working interests owned
                in gross acres expressed as whole numbers and fractions
                thereof.

Net well         A net well is deemed to exist when the sum of fractional
                working interests owned in gross wells equals one. The number
                of net wells is the sum of fractional working interests owned
                in gross wells expressed as whole numbers and fractions
                thereof.

                                           5

Operator         A person, acting for himself or as an agent for others and

                designated to the state authorities as the one who has the
                primary responsibility for complying with its rules and
                regulations in any and all acts subject to the jurisdiction
                of the state

Pennsylvanian    Geologic age of sediments deposited 320 to 286 million years
age              ago

Permeability     The property of a rock formation which quantifies the flow of
                a fluid through the pore spaces and into the wellbore.

Pooled, Pooled   A term frequently used interchangeably with "Unitization" but
Unit             more properly used to denominate the bringing together of
                small tracts sufficient for the granting of a well permit
                under applicable spacing rules.

Proved Reserves  Estimated quantities of crude oil, natural gas, condensate,
                or other hydrocarbons that geological and engineering data
                demonstrate with reasonable certainty to be commercially
                recoverable in the future from known reservoirs under
                existing conditions using established operating procedures
                and under current governmental regulations.

                Further definitions of oil and gas reserves, as defined by
                the SEC, can be found in Rule 4-10(a)(2)(i)-(iii) and Rule 4-
                10(a)(3) and (4). These Rules are available at the SEC's
                website;
                http://www.sec.gov/divisions/corpfin/forms/regsx.htm#gas

Re-completion    Completion of an existing well for production from one
                formation or reservoir to another formation or reservoir that
                exists behind casing of the same well.

Reserves         Generally the amount of oil or gas in a particular reservoir
                that is available for production.

Reservoir        The underground rock formation where oil and gas has
                accumulated. It consists of a porous rock to hold the oil or
                gas, and a cap rock that prevents its escape

Reservoir        The pressure at the face of the producing formation when the
Pressure         well is shut-in. It equals the shut in pressure at the
                wellhead plus the weight of the column of oil in the hole.

Shut-in well     A well which is capable of producing but is not presently
                producing. Reasons for a well being shut in may be lack of
                equipment, market or other.

Stratigraphic    A variety of sealed geologic containers capable of retaining
Trap             hydrocarbons, formed by changes in rock type or pinch-outs,
                unconformities, or sedimentary features.

Structural Trap  A variety of sealed geologic structures capable of retaining
                hydrocarbons, such as a faults or a folds.

                                         6


Tight gas        Low permeability (having lower capacity to flow fluids
sandstones       through pore spaces) sedimentary rocks with natural gas
                occuring in the pore spaces. Contrast to high permeability
                sandstone definition.

Undeveloped      Leased acreage which has yet to be drilled on to test the
acreage          potential for hydrocarbons.

Unitize,         Joint operations to maximize produced hydrocarbon recovery
Unitization      among separate operators within a common reservoir

Western Interior Ancient inland sea and area of sediment deposition which
Basin            divided North America into two separate landmasses in the
                Late Cretaceous Period, approximately 75 to 80 million years
                ago.

Working Interest The right granted to the lessee of a property to explore for
                and to produce and own oil, gas, or other minerals. The
                working interest owners bear the exploration, development,
                and operating costs on either a cash, penalty, or carried
                basis.

                                RISK FACTORS

     Investing in our common stock will provide you with an equity ownership
in Petrol Oil and Gas, Inc. As one of our stockholders, you will be subject
to risks inherent in our business.  The trading price of your shares, if any,
will be affected by the performance of our business relative to, among other
things, competition, market conditions, and general economic and industry
conditions.  The value of your investment may decrease, resulting in a loss.
You should carefully consider the following factors as well as other
information contained in this prospectus before deciding to invest in shares
of our common stock.  As of the date of this filing, our management is aware
of the following material risks.

Risks Relating to an Investment in Petrol

We are a development stage company, recently organized and have minimal
operating history, which raises substantial doubt as to our ability to
successfully develop profitable business operations.

     We have a limited operating history.  Our prospects must be considered
in light of the risks, expenses and difficulties frequently encountered in
establishing a business in the oil and natural gas industries.  As a result
of our recent acquisition of mineral leases we have yet to generate revenues
from operations and have been focused on organizational, start-up, market
analysis and fund raising activities. There is nothing at this time on which
to base an assumption that our business operations will prove to be
successful or that we will ever be able to operate profitably.  Our future
operating results will depend on many factors, including:

     *    our ability to raise adequate working capital;
     *    success of our development and exploration;
     *    demand for natural gas and oil;
     *    the level of our competition;
     *    our ability to attract and maintain key management and employees;
          and

                                         7


     *    our ability to efficiently explore, develop and produce sufficient
          quantities of marketable natural gas or oil in a highly competitive
          and speculative environment while maintaining quality and
          controlling costs.


     To achieve profitable operations, we must, alone or with others,
successfully execute on the factors stated above, along with continually
developing ways to enhance our production efforts, when commenced. Despite
our best efforts we may not be successful in our development efforts or
obtain required regulatory approvals. There is a possibility that some, or
all, of our wells may never produce natural gas or oil.  Since inception, we
have incurred a net loss of $(856,184) and at March 31, 2003 our assets
exceeded our liabilities by $470,838.

At this stage of our business operations, even with our good faith efforts,
potential investors have a high probability of losing their investment.

     Because the nature of our business is expected to change as a result of
shifts in the market price of oil and natural gas, competition, and the
development of new and improved technology, management forecasts are not
necessarily indicative of future operations and should not be relied upon as
an indication of future performance.

     While Management believes its estimates of projected occurrences and
events are within the timetable of its business plan, our actual results may
differ substantially from those that are currently anticipated.

Our auditor's report reflects the fact that without realization of additional
capital, it would be unlikely for us to continue as a going concern.

     As a result of our deficiency in working capital at December 31, 2002,
our auditors have included a paragraph in their report regarding substantial
doubt about our ability to continue as a going concern. Our plans in this
regard are to seek additional funding through this offering and future equity
private placements or debt facilities.

There is no current public market for our common stock; therefore investors
in this offering will have a very limited ability to liquidate their
investment for any reason.

     As of the date of this prospectus, there is no public market for our
common stock. Following completion of this offering we plan to contact an
authorized NASD market maker for sponsorship of our securities on the Over-
the-Counter Bulletin Board, however our attempts to do so may be
unsuccessful. Furthermore, if our securities are not quoted on the Over-the-
Counter Bulletin Board or listed or quoted elsewhere, a market may never
develop for our common stock or if developed may not be sustained. As a
result, investors may be unable to liquidate their investment for any reason.

Because our common stock is deemed a low-priced "Penny" stock, an investment
in our common stock should be considered high risk and subject to
marketability restrictions.

     Since our common stock is a penny stock, as defined in Rule 3a51-1 under
the Securities Exchange Act, it will be more difficult for investors to
liquidate their investment even if and when a market develops for the common
stock. Until the trading price of the common stock rises above $5.00 per
share, if ever, trading in the common stock is subject to the penny stock
rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10.
Those rules require broker-dealers, before effecting transactions in any
penny stock, to:

                                       8


*    Deliver to the customer, and obtain a written receipt for, a disclosure
     document;
*    Disclose certain price information about the stock;


*    Disclose the amount of compensation received by the broker-dealer or any
     associated person of the broker-dealer;
*    Send monthly statements to customers with market and price information
     about the penny stock; and
*    In some circumstances, approve the purchaser's account under certain
     standards and deliver written statements to the customer with
     information specified in the rules.

     Consequently, the penny stock rules may restrict the ability or
willingness of broker-dealers to sell the common stock and may affect the
ability of holders to sell their common stock in the secondary market and the
price at which such holders can sell any such securities. These additional
procedures could also limit our ability to raise additional capital in the
future.

We may incur substantial write-downs of the carrying value of our gas and oil
properties, which would adversely impact our earnings.

     We intend to periodically review the carrying value of our gas and oil
properties under the full cost accounting rules of the Securities and
Exchange Commission. Under these rules, capitalized costs of proved gas and
oil properties may not exceed the present value of estimated future net
revenues from proved reserves, discounted at an annual rate of 10%.
Application of this "ceiling" test requires pricing future revenue at the un-
escalated prices in effect as of the end of each fiscal quarter and requires
a write-down for accounting purposes if the ceiling is exceeded, even if
prices were depressed for only a short period of time. We may be required to
write down the carrying value of our gas and oil properties when natural gas
and oil prices are depressed or unusually volatile, which would result in a
charge against our earnings. Once incurred, a write-down of the carrying
value of our natural gas and oil properties is not reversible at a later
date.

Competition in our industry is intense. We are very small and have an
extremely limited operating history as compared to the vast majority of our
competitors, and we may not be able to compete effectively.

     We intend to compete with major and independent natural gas and oil
companies for property acquisitions. We will also compete for the equipment
and labor required to operate and to develop natural gas and oil properties.
The majority of our anticipated competitors have substantially greater
financial and other resources than we do. In addition, larger competitors may
be able to absorb the burden of any changes in federal, state and local laws
and regulations more easily than we can, which would adversely affect our
competitive position. These competitors may be able to pay more for natural
gas and oil properties and may be able to define, evaluate, bid for and
acquire a greater number of properties than we can. Our ability to acquire
additional properties and develop new and existing properties in the future
will depend on our ability to conduct operations, to evaluate and select
suitable properties and to consummate transactions in this highly competitive
environment. In addition, some of our competitors have been operating in our
core areas for a much longer time than we have and have demonstrated the
ability to operate through industry cycles.

                                        9


Due to our low book value, investors in this offering will incur substantial
immediate dilution of up to $0.95 per share.

     Investors who purchase shares of common stock in this offering will pay
a per share price that substantially exceeds the value of our assets after
subtracting liabilities. Accordingly, the offering price is substantially
higher than the book value per share of our outstanding common stock. As a
result, an investor who acquires shares of common stock in this offering will
incur immediate substantial dilution of approximately $0.95 per share if the
minimum offering is achieved and $0.71 per share if the maximum offering is
achieved. See "Dilution" on page 19 for a more detailed description of how
new stockholders will incur dilution.

We may need additional capital in the future to finance our planned growth,
which we may not be able to raise or it may only be available on terms
unfavorable to us or our stockholders, which may result in our inability to
fund our working capital requirements and harm our operational results.

     We have and expect to continue to have substantial capital expenditure
and working capital needs. We expect the maximum proceeds of this offering,
together with cash generated from operations and our current cash, cash
equivalents and short-term investments to meet our working capital and
capital expenditure requirements for at least the next 12 months. However,
after that time, or should we only achieve the minimum offering proceeds, we
will need to raise additional funds to fund our operations, to fund our
anticipated reserve replacement needs and implement our growth strategy, or
to respond to competitive pressures and/or perceived opportunities, such as
investment, acquisition, exploration and development activities.

     If low natural gas and oil prices, operating difficulties or other
factors, many of which are beyond our control, cause our revenues or cash
flows from operations, if any, to decrease, we may be limited in our ability
to spend the capital necessary to complete our development, exploitation and
exploration programs. If our resources or cash flows do not rapidly commence,
we will require additional financing, in addition to anticipated cash
generated from our operations, to fund our planned growth. Additional
financing might not be available on terms favorable to us, or at all. If
adequate funds were not available or were not available on acceptable terms,
our ability to fund our operations, take advantage of unanticipated
opportunities, develop or enhance our business or otherwise respond to
competitive pressures would be significantly limited. In such a capital
restricted situation, we may curtail our acquisition, drilling, development,
and exploration activities or be forced to sell some of our assets on an
untimely or unfavorable basis.

     Without this offering, we believe that current cash on hand and the
other sources of liquidity are only sufficient enough to fund our operations
through September 30, 2003. In order to fund our operations without the
proceeds of this offering, we would be required to raise additional capital
through debt or private equity financings, consistent with our historical
practices.

     If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our stockholders
would be reduced, and these newly issued securities might have rights,
preferences or privileges senior to those of existing stockholders, including
those acquiring shares in this offering.

                                       10


We are highly dependent on Paul Branagan, our CEO, president and chairman.
The loss of Mr. Branagan, whose knowledge, leadership and technical expertise
upon which we rely, would harm our ability to execute our business plan.

     Our success depends heavily upon the continued contributions of Paul
Branagan, whose knowledge, leadership and technical expertise would be
difficult to replace, and on our ability to retain and attract experienced
engineers, geoscientists and other technical and professional staff.  We have
entered into an employment agreement with Mr. Branagan; however, maintain no
key person insurance on Mr. Branagan. In addition, Mr. Branagan is an officer
and director of another public company, which may impact the amount of his
time spent on our business matters. If we were to lose his services, our
ability to execute our business plan would be harmed and we may be forced to
cease operations until such time as we could hire suitable replacement for
Mr. Branagan.

Future sales of our common stock may result in a decrease in the market price
of our common stock, even if our business is doing well.

     The market price of our common stock, when and if established, could
drop due to sales of a large number of shares of our common stock in the
market after the offering or the perception that such sales could occur. This
could make it more difficult to raise funds through future offerings of
common stock.

     On completion of this offering, we will have outstanding 19,896,993
shares of our common stock. This includes the 5,000,000 shares maximum we are
selling in this offering, all of which may be resold in the public market
immediately unless purchased in the offering by one of our affiliates. Our
executive officer and directors own 3,600,000 shares and also hold options to
acquire an additional 1,250,000 shares within 60 days after the closing of
this offering.

Our articles of incorporation, bylaws and Nevada Law contain provisions that
could discourage an acquisition or change of control of Petrol.

     Our articles of incorporation authorize our board of directors to issue
preferred stock and common stock without stockholder approval. If our board
of directors elects to issue preferred stock, it could be more difficult for
a third party to acquire control of us. In addition, provisions of the
articles of incorporation and bylaws could also make it more difficult for a
third party to acquire control of us. In addition, Nevada's "Combination with
Interested Stockholders' Statute" and its "Control Share Acquisition Statute"
may have the effect in the future of delaying or making it more difficult to
effect a change in control of Petrol.

     These statutory anti-takeover measures may have certain negative
consequences, including an effect on the ability of the stockholders of
Petrol or other individuals to (i) change the composition of the incumbent
board of directors of Petrol; (ii) benefit from certain transactions which
are opposed by the incumbent board of directors; and (iii) make a tender
offer or attempt to gain control of Petrol, even if such attempt were
beneficial to Petrol and our stockholders.  Since such measures may also
discourage the accumulations of large blocks of our common stock by
purchasers whose objective is to seek control of Petrol or have such common
stock repurchased by Petrol or other persons at a premium, these measures
could also depress the market price of our common stock. Accordingly, our
stockholders may be deprived of certain opportunities to realize the "control
premium" associated with take-over attempts.

                                    11


Since this is a direct public offering with no underwriter, we may not be
able to sell any shares. If we do not sell any shares or enough to reach the
minimum offering amount, we will be forced to seek other financing to expand
our operations.

     We have not retained an underwriter to sell any of our shares.  We are
conducting this offering as a direct public offering, which means there is no
guarantee as to how much money we will be able to raise, or if we will
successfully sell any of the shares in this offering, or if we do sell shares
that we will successfully meet our 500,000 share minimum.  Our officer and
directors, Paul Branagan and Loren Moll, will be selling the shares.  If they
fail to sell at least the minimum number of shares offered in this
prospectus, our ability to implement our business plan will be materially
effected and we will be forced to seek other methods of financing.


Risks Relating to the Gas and Oil Industry

Our management, officers and directors have no previous oil and gas
experience, therefore investors should not rely on our management, officers
or directors as being experts in the area of oil and gas exploration and
production, which is our business focus.

     Our management, officers and directors have no previous oil and gas
experience.  All business decisions made by them regarding oil and gas
exploration and production will be in reliance on the advice of others due to
this lack of experience. If reliable advice is not available, it is unlikely
our business will succeed.

Gas and Oil prices are volatile. This volatility may occur in the future,
causing material adverse effects to our business.

     Our future revenues, profitability, future growth and the carrying value
of our properties is anticipated to depend substantially on the prices we may
realize for our natural gas and oil production. Our realized prices may also
affect the amount of cash flow available for capital expenditures and our
ability to borrow and raise additional capital.

     Natural gas and oil prices are subject to wide fluctuations in response
to relatively minor changes in or perceptions regarding supply and demand.
Historically, the markets for natural gas and oil have been volatile, and
they are likely to continue to be volatile in the future. For example,
natural gas and oil prices declined significantly in late 1998 and 1999 and,
for an extended period of time, remained substantially below prices obtained
in previous years. Among the factors that can cause this volatility are:

     *    worldwide or regional demand for energy, which is affected by
economic conditions;

     *    the domestic and foreign supply of natural gas and oil;

     *    weather conditions;

     *    domestic and foreign governmental regulations;

     *    political conditions in natural gas and oil producing regions;

     *    the ability of members of the Organization of Petroleum Exporting
          Countries to agree upon and maintain oil prices and production
          levels; and

                                         12



     *    the price and availability of other fuels.

     It is impossible to predict natural gas and oil price movements with
certainty. Lower natural gas and oil prices may not only decrease our future
revenues on a per unit basis but also may reduce the amount of natural gas
and oil that we can produce economically. A substantial or extended decline
in natural gas and oil prices may materially and adversely affect our future
business enough to force us to cease our business operations. In addition,
our financial condition, results of operations, liquidity and ability to
finance planned capital expenditures will also suffer in such a price
decline. Further, natural gas and oil prices do not necessarily move
together.

We may be unable to replace our reserves, when established, on terms
satisfactory to us. If we cannot replace our reserves as we deplete them, it
could prevent us from continuing our business strategy and could reduce our
cash flow and revenues.

     Our natural gas and oil reserves, when and if established, are
anticipated to decline as we commence production of natural gas and oil. Our
business strategy will require us to replace our reserves through
acquisitions of proved natural gas and oil properties, further development of
our existing properties, development of new properties and exploration
activities. Properties may not be available for acquisition in the future on
terms we find attractive. A substantial decrease in the availability of
proved natural gas and oil properties in our areas of operation, or a
substantial increase in their cost, would adversely affect our ability to
replace our reserves as they are depleted, which may force us to temporarily
cease our operations while we try to rectify these potential problems. In
addition, our exploration and development activities may not be successful.
If we fail to replace reserves, our level of production and cash flows will
decline, which may cause us to cease our business operations until such time
as we can efficiently replace reserves.

Drilling wells is speculative, often involving significant costs that may be
more than our estimates, and may not result in any addition to our production
or reserves.  Any material inaccuracies in drilling costs, estimates or
underlying assumptions will materially affect our business.

     Developing and exploring for natural gas and oil involves a high degree
of operational and financial risk, which precludes definitive statements as
to the time required and costs involved in reaching certain objectives. The
budgeted costs of drilling, completing and operating wells are often exceeded
and can increase significantly when drilling costs rise due to a tightening
in the supply of various types of oilfield equipment and related services.
Drilling may be unsuccessful for many reasons, including title problems,
weather, cost overruns, equipment shortages and mechanical difficulties.
Moreover, the successful drilling of a natural gas or oil well does not
ensure a profit on investment. Exploratory wells bear a much greater risk of
loss than development wells. A variety of factors, both geological and market-
related, can cause a well to become uneconomical or only marginally economic.
In addition to their cost, unsuccessful wells can hurt our efforts to replace
reserves, when and if established. We have recently begun drilling operations
and have drilled only 3 exploratory wells. Our initial drilling and
development sites, and any potential additional sites that may be developed,
require significant additional exploration and development, regulatory
approval and commitments of resources prior to commercial development. Any
success that we may have with these wells or any future drilling operations
will most likely not be indicative of our current or future drilling success
rate, particularly, because we intend to emphasize on exploratory drilling.
If our actual drilling and development costs are significantly more than our
estimated costs, we may not be able to continue our business operations as
proposed and would be forced to modify our plan of operation.

                                      13


     Development of our reserves, when and if established, may not occur as
scheduled and the actual results may not be as anticipated. Drilling activity
may result in downward adjustments in reserves or higher than anticipated
costs. Our estimates will be based on various assumptions, including
assumptions required by the Securities and Exchange Commission relating to
natural gas and oil prices, drilling and operating expenses, capital
expenditures, taxes and availability of funds. The process of estimating our
natural gas and oil reserves is anticipated to be extremely complex, and will
require significant decisions and assumptions in the evaluation of available
geological, geophysical, engineering and economic data for each reservoir.
Due to our inexperience in the oil and gas industry and recent start-up
nature, our estimates may not be reliable enough to allow us to be successful
in our intended business operations. Our actual production, revenues, taxes,
development expenditures and operating expenses will likely vary from those
anticipated. These variances may be material.

The natural gas and oil business involves numerous uncertainties and
operating risks that can prevent us from realizing profits and can cause
substantial losses.

     Our development, exploitation and exploration activities may be
unsuccessful for many reasons, including weather, cost overruns, equipment
shortages and mechanical difficulties. Moreover, the successful drilling of a
natural gas and oil well does not ensure a profit on investment. A variety of
factors, both geological and market-related, can cause a well to become
uneconomical or only marginally economic. In addition to their cost,
unsuccessful wells can hurt our efforts to replace reserves.

     The natural gas and oil business involves a variety of operating risks,
including:

     *    fires;

     *    explosions;

     *    blow-outs and surface cratering;

     *    uncontrollable flows of oil, natural gas, and formation water;

     *    natural disasters, such as hurricanes and other adverse weather
          conditions;

     *    pipe, cement, or pipeline failures;

     *    casing collapses;

     *    embedded oil field drilling and service tools;

     *    abnormally pressured formations; and

     *    environmental hazards, such as natural gas leaks, oil spills,
          pipeline ruptures and discharges of toxic gases.

     If we experience any of these problems, it could affect well bores,
gathering systems and processing facilities, which could adversely affect our
ability to conduct operations. We could also incur substantial losses as a
result of:

                                      14


     *    injury or loss of life;

     *    severe damage to and destruction of property, natural resources and
          equipment;

     *    pollution and other environmental damage;

     *    clean-up responsibilities;

     *    regulatory investigation and penalties;

     *    suspension of our operations; and

     *    repairs to resume operations.

     Because we intend to use third-party drilling contractors to drill our
wells, we may not realize the full benefit of worker compensation laws in
dealing with their employees. Our insurance does not protect us against all
operational risks. We do not carry business interruption insurance at levels
that would provide enough funds for us to continue operating without access
to other funds. For some risks, we may not obtain insurance if we believe the
cost of available insurance is excessive relative to the risks presented. In
addition, pollution and environmental risks generally are not fully
insurable. If a significant accident or other event occurs and is not fully
covered by insurance, it could impact our operations enough to force us to
cease our operations.

The unavailability or high cost of drilling rigs, equipment, supplies,
personnel and other services could adversely affect our ability to execute on
a timely basis our development, exploitation and exploration plans within our
budget.

     Shortages or an increase in cost of drilling rigs, equipment, supplies
or personnel could delay or interrupt our operations, which could impact our
financial condition and results of operations. Drilling activity in the
geographic areas in which we conduct drilling activities may increase, which
would lead to increases in associated costs, including those related to
drilling rigs, equipment, supplies and personnel and the services and
products of other vendors to the industry. Increased drilling activity in
these areas may also decrease the availability of rigs. We do not have any
contracts with providers of drilling rigs and we cannot assure you that
drilling rigs will be readily available when we need them. Drilling and other
costs may increase further and necessary equipment and services may not be
available to us at economical prices.

We are subject to complex laws and regulations, including environmental
regulations, which can adversely affect the cost, manner or feasibility of
doing business.

     Development, production and sale of natural gas and oil in the United
States are subject to extensive laws and regulations, including environmental
laws and regulations. We may be required to make large expenditures to comply
with environmental and other governmental regulations. Matters subject to
regulation include:

     *    location and density of wells;

     *    the handling of drilling fluids and obtaining discharge permits for
drilling operations;

                                      15


     *    accounting for and payment of royalties on production from state,
          federal and Indian lands;

     *    bonds for ownership, development and production of natural gas and
oil properties;

     *    transportation of natural gas and oil by pipelines;

     *    operation of wells and reports concerning operations; and

     *    taxation.

     Under these laws and regulations, we could be liable for personal
injuries, property damage, oil spills, discharge of hazardous materials,
remediation and clean-up costs and other environmental damages. Failure to
comply with these laws and regulations also may result in the suspension or
termination of our operations and subject us to administrative, civil and
criminal penalties. Moreover, these laws and regulations could change in ways
that substantially increase our costs. Accordingly, any of these liabilities,
penalties, suspensions, terminations or regulatory changes could materially
adversely affect our financial condition and results of operations enough to
possibly force us to cease our business operations.

Our oil and gas operations may expose us to environmental liabilities.

     Any leakage of crude oil and/or gas from the subsurface portions of our
wells, our gathering system or our storage facilities could cause degradation
of fresh groundwater resources, as well as surface damage, potentially
resulting in suspension of operation of the wells, fines and penalties from
governmental agencies, expenditures for remediation of the affected resource,
and liabilities to third parties for property damages and personal injuries.
In addition, any sale of residual crude oil collected as part of the drilling
and recovery process could impose liability on us if the entity to which the
oil was transferred fails to manage the material in accordance with
applicable environmental health and safety laws.

Our lease ownership may be diluted due to financing strategies we may employ
in the future due to our lack of capital.

     To accelerate our development efforts we plan to take on working
interest partners that will contribute to the costs of drilling and
completion and then share in revenues derived from production. In addition,
we may in the future, due to a lack of capital or other strategic reasons,
establish joint venture partnerships or farm out all or part of our
development efforts. These economic strategies may have a dilutive effect on
our lease ownership and will more than likely reduce our operating revenues.

                            ABOUT THIS PROSPECTUS

     You should only rely on the information contained in this prospectus.
We have not authorized anyone to provide information different from that
contained in this prospectus.  We are offering to sell, and seeking offers to
buy, shares of our common stock only in jurisdictions where offers and sales
are permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front of the document.

                                      16


                            AVAILABLE INFORMATION

     We file annual, quarterly and special reports and other information with
the SEC that can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also
available through the SEC's Electronic Data Gathering Analysis and Retrieval
System which is publicly available through the SEC's website (www.sec.gov).
Copies of such materials may also be obtained by mail from the public
reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.

     We have filed with the Commission a registration statement on Form SB-2
under the Securities Act of 1933 with respect to the securities offered in
this prospectus. This prospectus does not contain all the information set
forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further information
with respect to us and the common stock offered in this prospectus, reference
is made to such registration statement, exhibits and schedules. Statements
contained in this prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference.  A copy of the registration statement,
including the exhibits and schedules, may be reviewed and copied at the SEC's
public reference facilities or through the SEC's EDGAR website.

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements under "Prospectus Summary", "Risk Factors", "Plan
of Operation", "Description of Business", and elsewhere in this prospectus
constitute forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "intends to", "estimated", "predicts",
"potential", or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions and involve known and
unknown risks, uncertainties, and other factors that may cause our actual
results, levels of activity, performance, or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by such forward-looking statements. These
factors include, among other things, those listed under "Risk Factors", "Plan
of Operation" and elsewhere in this prospectus. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance, or
achievements. We undertake no obligation to update any of the forward-looking
statements after the date of this prospectus to conform forward-looking
statements to actual results.

                                      17


                               USE OF PROCEEDS

     We estimate that we will receive net proceeds from the sale of shares of
our common stock in this offering of approximately $430,000 if the minimum
offering is achieved and $4,920,000 if the maximum offering is achieved,
assuming an initial public offering price of $1.00 per share and after
deducting estimated expenses of $70,000 in the minimum offering and $80,000
in the maximum offering.

     The amounts and timing of expenditures described in the table for each
purpose may vary significantly depending on numerous factors, including,
without limitation, the progress of our development and exploration program,
competing companies, changes in our existing business relationships, our
ability to establish collaborative arrangements, the initiation of
development and production activities and the availability of other
financing. We anticipate, based on currently proposed plans and assumptions
relating to our operations, that our available cash and short-term
investments, the maximum proceeds of this offering and cash flow from
operations, if any, will be adequate to satisfy our capital needs for at
least 12 months following consummation of this offering.  We intend to
utilize the estimated net proceeds during the 12-month period following this
offering for the following purposes:



                                 Minimum       Half of the       Maximum
                                 Amount          Amount           Amount
                                (500,000       (2,500,000       (5,000,000
                                 shares)         shares)         shares)
                                                       
Total Proceeds                  $500,000       $2,500,000       $5,000,000

Less: Offering Expenses
 Legal                           $50,000         $50,000         $50,000
 Accounting                      $10,000         $10,000         $10,000
    Copying, Printing &          $5,000          $10,000         $15,000
Documenting
    SEC Filing Fee                $625            $625             $625
    Other expenses               $4,375          $4,375           $4,375

Net Proceeds from Offering      $430,000       $2,425,000       $4,920,000

Use of Net Proceeds
     Repayment of Short-Term
     Debt                       $400,000        $400,000         $400,000

     Drilling/Production           $0           $600,000        $1,300,000
Equipment
     Drilling and Completion       $0          $1,300,000       $2,800,000
Costs                                          (approx. 20     (approx. 40
                                                 wells)           wells)
     General Working Capital     $30,000        $125,000         $420,000


     We intend to apply the balance of the proceeds of the offering to
working capital and general corporate purposes.  Our management will have
broad discretion with respect to the use of proceeds retained as general
working capital. Such proceeds may be used to defray overhead expenses,
potential acquisition of producing properties, to fund expansion and negative
cash flow positions, and for future opportunities and contingencies that may
arise.  Pending such uses, we intend to invest the net proceeds of this
offering in money-market funds or short-term interest-bearing, investment-
grade securities. We cannot predict whether the proceeds invested will yield
a favorable return.

                                        18


                       DETERMINATION OF OFFERING PRICE

     We have arbitrarily determined the initial public offering price of the
shares.  We considered several factors in such determination.  Including the
following:

     *    prevailing market conditions, including the history and prospects
          for the industry in which we compete;

     *    our future prospects; and

     *    our capital structure.

     Therefore, the public offering price of the shares does not necessarily
bear any relationship to established valuation criteria and may not be
indicative of prices that may prevail at any time or from time to time in the
public market for the common stock.  You cannot be sure that a public market
for any of our securities will develop and continue or that the securities
will ever trade at a price at or higher than the offering price in this
offering.

                                  DILUTION

     The difference between our initial public offering price per share of
common stock and the pro forma net tangible book value per share of common
stock after this offering constitutes the dilution to investors in this
offering.  Our net tangible book value per share is determined by dividing
our net tangible book value (total tangible assets less total liabilities) by
the number of outstanding shares of common stock.

     At December 31, 2002 our common stock had a net tangible book value of
approximately $309,823 or $0.02 per share.  After giving effect to the
receipt of the net proceeds from the minimum and maximum offering offered in
this prospectus at an assumed initial offering price of $1.00 per share, our
pro forma net tangible book value at December 31, 2002, would have been
$739,823 or $0.05 per share in the minimum offering and $5,229,823 or  $0.29
per share in the maximum offering. This represents an immediate increase in
net tangible book value to our present stockholders of $0.03 in the minimum
offering and $0.27 per share in the maximum offering. This results in
immediate dilution per share to investors of $0.95 or 95% in the minimum
offering and $0.71 or 71% in the maximum offering.

The following table illustrates dilution to investors on a per share basis:

                                                            Minimum Maximum
Offering price per share...                                   $1.00   $1.00
Net tangible book value per share before offering.            $0.02   $0.02
Increase per share attributable to investors.                 $0.03   $0.27
Pro forma net tangible book value per share after
offering.                                                     $0.05   $0.29

Dilution per share to investors.                              $0.95   $0.71

     The following tables summarize, as of December 31, 2002 the difference
between the number of shares of common stock purchased from us, the total
cash consideration paid and the average price per share paid by existing
stockholders of common stock and by the new investors purchasing shares in
this offering.

                                     19


The following table assumes the sale of 500,000 shares minimum offered in
this prospectus at an assumed initial public offering of $1.00 per share and
before any deduction of estimated offering expenses.

                   Shares Purchased              Total Cash         Average
                                               Consideration         Price
                                                                      Per
                                                                     Share

                  Amount       Percent      Amount       Percent

Original        13,151,993       96%      $1,019,522       67%       $0.08
Stockholders
Public            500,000        4%        $500,000        33%       $1.00
Stockholders
     Total      13,651,993      100%      $1,519,522       100%

The following table assumes the sale of the 5,000,000 shares maximum offered
in this prospectus at an assumed initial public offering price of $1.00 per
share and before any deduction of estimated offering expenses.

                   Shares Purchased              Total Cash         Average
                                               Consideration         Price
                                                                      Per
                                                                     Share

                  Amount       Percent      Amount       Percent

Original        13,151,993       72%      $1,019,522       17%       $0.08
Stockholders
Public           5,000,000       28%      $5,000,000       83%       $1.00
Stockholders
     Total      18,151,993      100%      $6,019,522       100%

               PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING

     This is a "direct public" offering. We will not receive any proceeds of
the offering unless we sell shares equal to the minimum offering amount. If
the minimum offering is not sold, subscribers will lose the use of their
funds for the offering period expiring on December 31, 2003; the funds
invested by them will be promptly returned to the subscribers at the end of
the offering without interest and without deduction.

     We are offering a minimum five hundred thousand (500,000) shares and a
maximum of five million (5,000,000) shares, at one dollar ($1.00) per share.
We can give no assurance that the minimum number of shares will be sold.  If
subscriptions are received for fewer than 500,000 shares, no shares will be
sold.

     If we do not sell at least the minimum of 500,000 shares by December 31,
2003, the offering will terminate and all money paid for shares will be
promptly returned to the purchasers, without interest and without deduction.

     Upon achieving the minimum offering and the acceptance of a subscription
for shares, our transfer agent will issue the shares to the purchasers. We
may continue to offer shares through December 31, 2003 or until we have sold
all of the securities offered in this prospectus. During the offering period,
no subscriber will be entitled to any refund of any subscription.

     We will sell the shares on a "direct public offering basis" through Paul
Branagan, our chairman and president, and Loren Moll, a director, whom will
not receive any compensation in connection with the sale of shares, although

                                          20


we will reimburse them for expenses incurred in connection with the offer and
sale of the shares.  They will be relying on Rule 3a4-1 of the Exchange Act
as a "safe harbor" from registration as a broker-dealer in connection with
the offer and sale of the shares.  In order to rely on such  "safe harbor"
provisions provided by Rule 3a4-1, they must be in compliance with all of the
following:

     *    must not be subject to a statutory disqualification;

     *    must not be compensated in connection with such selling
          participation by payment of commissions or other payments
          based either directly or indirectly on such transactions;

     *    must not be an associated person of a broker-dealer;

     *    must  restrict  participation to transactions involving
          offers and sale of the shares;

     *    must perform substantial duties for the issuer after the
          close of the offering not connected with  transactions  in
          securities, and not have  been  associated  with a broker  or
          dealer for the preceding 12 months, and not  participate  in
          selling an  offering  of  securities for any issuer more than
          once every 12 months; and

     *    must restrict participation to written communications or
          responses to inquiries of potential purchasers.

     Mr. Branagan and Mr. Moll will comply with the guidelines enumerated in
Rule 3a4-1.

     Our officer or directors do not intend to purchase shares in this
offering.

Terms of the Offering:

     Petrol intends to provide for the impounding of the gross proceeds of
this offering through a segregated impound account at Bank of America.  The
impound account will be established for the sole purpose of impounding the
funds received in this offering. There is no third party oversight of this
account, therefore, our sole officer will have full control and authority
over all funds received prior to the completion of the offering. Once the
minimum offering is achieved, funds will be released to Petrol. The impound
account will remain open until the maximum offering is achieved or the
offering is terminated. Once the offering is terminated the impound account
will be promptly closed.

     Investors are strongly cautioned that the impound account is not in any
way an escrow or trust account.

     You may purchase shares by completing and manually executing the
subscription agreement attached to this prospectus and delivering it with your
payment in full for all shares which you wish to purchase to our offices.  All
payments are to be made by cash, check or money order payable only to: "Petrol
Impound Account", and delivered by Petrol to Bank of America by noon of the
next business day. Your subscription shall not become effective until accepted
by us and approved by our counsel.

                              LEGAL PROCEEDINGS

     We may from time to time be involved in routine legal matters incidental
to our business; however, at this point in time we are currently not involved
in any litigation, nor are we aware of any threatened or impending
litigation.

                                          21


        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     The members of our board of directors serve for one year terms and are
elected at the next annual meeting of stockholders, or until their successors
have been elected.  The officers serve at the pleasure of the board of
directors.  Information as to our current directors and executive officer is
as follows:

   Name            Age   Title

   Paul Branagan    60   President, CEO, Chairman, Secretary, Treasurer
   Loren Moll       46   Director

Duties, Responsibilities and Experience

Paul Branagan, president, CEO and chairman of Petrol.  Mr. Branagan graduated
from the University of Las Vegas Nevada with a B.S. in physics.  From 1993 to
the present Mr. Branagan has been the President and Senior Scientist of
Branagan & Associates, Inc.  From 1975 to 1993 he was the Project Manager,
Assistant Oil and Gas Division Manager and Senior Scientist of CER
Corporation of Las Vegas, Nevada. Since 1999, Mr. Branagan has been the
President and a member of the board of directors of Millennium Plastics
Corporation, a 34 Act Reporting Nevada Corporation.

Loren W. Moll, a director of Petrol, has been a member of the law firm of
Caldwell & Moll, L.C. in Overland Park, Kansas since its establishment in
November 1996.  Mr. Moll concentrates his practice in all areas of real
estate law, including commercial real estate transactions, breach of
contract, escrow and title disputes, commercial leasehold disputes, real
estate broker liability, and oil and gas.  Mr. Moll holds a B.A. degree from
the University of Kansas (1983) and his Juris Doctor degree, Order of the
Coif, from the University of Kansas School of Law (1986) where he was
Research Editor for the University of Kansas Law Review.  Mr. Moll was
formerly a partner of the real estate law firm Lewis, Rice & Fingersh from
1986 to 1994 and was associated with the international law firm Bryan Cave
LLP from 1994 to 1996.

           SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT


     The following table presents information about the beneficial ownership
of our common stock as of June 30,2003, and as adjusted to reflect the
sale of 500,000 shares minimum and 5,000,000 shares maximum in this offering,
relating to the beneficial ownership of our common stock by those persons
known to us to beneficially own more than 5% of our capital stock and by our
directors and executive officer.

     The percentage of beneficial ownership for the following table is based
on 14,896,443  shares of common stock outstanding as of June 30, 2003.
The percentage of beneficial ownership after the offering is based on
500,000 shares minimum and 5,000,000 shares maximum of our common stock
issued in connection with this offering.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial


Includes 1,000,000 shares pledged to Cornerstone Band as collateral for a
line of credit, which shares are being returned to Petrol for cancellation.

                                       22


ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
June 30, 2003 through the exercise of any option, warrant or other right.
The percentage ownership of the outstanding common stock, however, is based
on the assumption, expressly required by the rules of the Securities and
Exchange Commission, that only the person or entity whose ownership is being
reported has converted options or warrants into shares of our common stock.




                                 Shares
                                 Subject
                                  to a
                                Right of
                                Purchase                 Percent     Percent
Name of Address                   as of      Percent      After       After
 of Beneficial       Number       June        Before    Offering     Offering
     Owner          Of Shares   30, 2003     Offering   (Minimum)   (Maximum)
                                                     
Paul Branagan 
Sole officer & a
director
6265 S.
Stevenson Way,
Las Vegas, NV        500,000    1,250,000      3.4%       3.2%         2.5%
89120

Loren Moll, a
director
7889 West 154th
Street
Overland Park,
Kansas  66223       3,100,000      --         20.8%       20.1%       15.6%

Michael Morse
12902 Russell
Overland Park,
KS 66210             900,000       --          6.0%       5.8%         4.5%

Cornerstone Bank 
9120 W. 135th Street
Overland Park,
KS 66221            1,000,000       --          6.7%      6.5%         4.5%

Paolo Simoni 
Via Al Forte 8
Lugano,
Switzerland 6901      640,343    1,714,286      4.3%      4.2%         3.2%

Directors,
Officer and
Principle
Stockholders as
a Group             6,140,343    2,964,286     41.2%      39.8%        30.8%



 (2)  Mr. Branagan's purchase rights for the 1,250,000 shares result from
  options to purchase common shares at prices ranging from $0.50 to $2.50 per
  share issued pursuant to Mr. Branagan's employment agreement.


Cornerstone Bank pledged 1,000,000 shares as collateral for a line of credit.
The shares have been subsequently returned to Petrol and cancelled


 (4)  Mr. Simoni is the president of NIO Fund Investments Management Limited.
  NIO Fund holds warrants to purchase up to $1,500,000 of our common stock based
  upon a per share price equal to a 12.5% discount to our market value, however,
  not less than $0.875 per share. Mr. Simoni's purchase rights for the 1,714,286
  shares represents the full purchase of $1,500,000 at $0.875 per share. Please
  see "Certain Relationships and Related Party Transactions" on page 42 for
  further details on the NIO Fund agreement.


                                        23



                          DESCRIPTION OF SECURITIES

Common Stock

     Our articles of incorporation authorizes the issuance of 100,000,000
shares of common stock, $0.001 par value per share, of which 14,896,993
shares were outstanding as of the date of this prospectus. Upon sale of the
500,000 shares minimum and 5,000,000 shares maximum, we will have outstanding
15,396,993 or 19,896,993 shares of common stock, respectively.  Holders of
shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders.  Holders of common stock have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by
the board of directors in its discretion, from funds legally available to be
distributed.  In the event of a liquidation, dissolution or winding up of
Petrol, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase our common stock.  There
are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.  All of the outstanding shares of common stock
are validly issued, fully paid and non-assessable.

Preferred Stock

     Our articles of incorporation authorizes the issuance of 10,000,000
shares of preferred stock, $0.001 par value per share, of which no shares
were outstanding as of the date of this prospectus.  The preferred stock may
be issued from time to time by the board of directors as shares of one or
more classes or series. Our board of directors, subject to the provisions of
our Articles of Incorporation and limitations imposed by law, is authorized
to:

     *    adopt resolutions;
     *    to issue the shares;
     *    to fix the number of shares;
     *    to change the number of shares constituting any series; and
     *    to provide for or change the following:
      -    the voting powers;
      -    designations;
      -    preferences; and
      -    relative, participating, optional or other special rights,
           qualifications, limitations or restrictions, including the following:
         -    dividend rights, including whether dividends are cumulative;
         -    dividend rates;
         -    terms of redemption, including sinking fund provisions;
         -    redemption prices;
         -    conversion rights; and
         -    liquidation preferences of the shares constituting any class or
              series of the preferred stock.

     In each of the listed cases, we will not need any further action or vote
by the stockholders.

     One of the effects of undesignated preferred stock may be to enable the
board of directors to render more difficult or to discourage an attempt to
obtain control of us by means of a tender offer, proxy contest, merger or
otherwise, and thereby to protect the continuity of our management. The
issuance of shares of preferred stock pursuant to the board of director's
authority described above may adversely affect the rights of holders of

                                       24


common stock. For example, preferred stock issued by us may rank prior to the
common stock as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares of common
stock. Accordingly, the issuance of shares of preferred stock may discourage
bids for the common stock at a premium or may otherwise adversely affect the
market price of the common stock.

Nevada Laws

     The Nevada Business Corporation Law contains a provision governing
"Acquisition of Controlling Interest."  This law provides generally that any
person or entity that acquires 20% or more of the outstanding voting shares
of a publicly-held Nevada corporation in the secondary public or private
market may be denied voting rights with respect to the acquired shares,
unless a majority of the disinterested stockholders of the corporation elects
to restore such voting rights in whole or in part. The control share
acquisition act provides that a person or entity acquires "control shares"
whenever it acquires shares that, but for the operation of the control share
acquisition act, would bring its voting power within any of the following
three ranges:

     1.   20 to 33 1/3%,
     2.   33 1/3 to 50%, or
     3.   more than 50%.

     A "control share acquisition" is generally defined as the direct or
indirect acquisition of either ownership or voting power associated with
issued and outstanding control shares.  The stockholders or board of
directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of
a provision to that effect in the articles of incorporation or bylaws of the
corporation.  Our articles of incorporation and bylaws do not exempt our
common stock from the control share acquisition act.

     The control share acquisition act is applicable only to shares of
"Issuing Corporations" as defined by the act.  An Issuing Corporation is a
Nevada corporation, which;

    1.   has 200 or more stockholders, with at least 100 of such stockholders
         being both stockholders of record and residents of Nevada; and
    2.   does business in Nevada directly or through an affiliated corporation.

     At this time, we do not have 100 stockholders of record resident of
Nevada.  Therefore, the provisions of the control share acquisition act do
not apply to acquisitions of our shares and will not until such time as these
requirements have been met.  At such time as they may apply to us, the
provisions of the control share acquisition act may discourage companies or
persons interested in acquiring a significant interest in or control of
Petrol, regardless of whether such acquisition may be in the interest of our
stockholders.

     The Nevada "Combination with Interested Stockholders Statute" may also
have an effect of delaying or making it more difficult to effect a change in
control of Petrol.  This statute prevents an "interested stockholder" and a
resident domestic Nevada corporation from entering into a "combination,"
unless certain conditions are met.  The statute defines "combination" to
include any merger or consolidation with an "interested stockholder," or any
sale, lease, exchange, mortgage, pledge, transfer or other disposition, in
one transaction or a series of transactions with an "interested stockholder"
having;

                                         25


  1.   an aggregate market value equal to 5 percent or more of the aggregate
       market value of the assets of the corporation;
  2.   an aggregate market value equal to 5 percent or more of the aggregate
       market value of all outstanding shares of the corporation; or
  3.   representing 10 percent or more of the earning power or net income of
       the corporation.

     An "interested stockholder" means the beneficial owner of 10 percent or
more of the voting shares of a resident domestic corporation, or an affiliate
or associate thereof.  A corporation affected by the statute may not engage
in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the
board of directors before the interested stockholder acquired such shares. If
approval is not obtained, then after the expiration of the three-year period,
the business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested
stockholders, or if the consideration to be paid by the interested
stockholder is at least equal to the highest of;

 1.   the highest price per share paid by the interested stockholder within
      the three years immediately preceding the date of the announcement of the
      combination or in the transaction in which he became an interested
      stockholder, whichever is higher;
 2.   the market value per common share on the date of announcement of the
      combination or the date the interested stockholder acquired the shares,
      whichever is higher; or
 3.   if higher for the holders of preferred stock, the highest liquidation
      value of the preferred stock.

Transfer Agent

     The transfer agent for the common stock is Mandalay Stock Transfer, 3960
Howard Hughes Parkway, Suite 550, Las Vegas, Nevada, 89109.

                             EXPERTS AND COUNSEL


      The financial statements of Petrol as of December 31, 2002, and December
31, 2001 are includedin this prospectus and have been audited by Weaver&
Martin, LLC, an independent auditor, as set forth in their report appearing
elsewhere in this prospectus and are included in reliance upon such reports
given upon the authority of such firm as an expert in accounting and auditing.

     The legality of the shares offered hereby will be passed upon for us by
Stoecklein Law Group, 402 West Broadway, Suite 400, San Diego, California
92101. Donald J. Stoecklein, a principal of the firm, beneficially controls
600,000 shares of Petrol's common stock. We consent to and understand this
potential conflict of interest.

                                   26



                          DISCLOSURE OF COMMISSION
         POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     No director of Petrol will have personal liability to us or any of our
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any director since provisions have been made
in the articles of incorporation limiting liability. The foregoing provisions
shall not eliminate or limit the liability of a director for:

     *    any  breach of the director's duty of loyalty to  us  or  our
          stockholders
     *    acts  or  omissions  not  in good  faith  or,  which  involve
          intentional misconduct or a knowing violation of law
     *    or  under  applicable Sections of the Nevada Revised Statutes
          or,
     *    for  any  transaction  from which  the  director  derived  an
          improper personal benefit.

     The Bylaws provide for indemnification of our directors, officers, and
employees in most cases for any liability suffered by them or arising out of
their activities as directors, officers, and employees if they were not
engaged in willful misfeasance or malfeasance in the performance of their
duties; provided that in the event of a settlement the indemnification will
apply only when the board of directors approves settlement and reimbursement
as being for our best interests.

     Our officers and directors are accountable to us as fiduciaries, which
means they are required to exercise good faith and fairness in all dealings
affecting Petrol. In the event that a stockholder believes the officers
and/or directors have violated their fiduciary duties, the stockholder may,
subject to applicable rules of civil procedure, be able to bring a class
action or derivative suit to enforce the stockholder's rights, including
rights under federal and state securities laws and regulations to recover
damages from and require an accounting by management. Stockholders, who have
suffered losses in connection with the purchase or sale of their interest in
Petrol in connection with a sale or purchase, including the misapplication by
any officer or director of the proceeds from the sale of these securities,
may be able to recover losses from us.

We undertake the following:

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission this type of indemnification is against public policy as expressed
in the Act and is unenforceable.

                           DESCRIPTION OF BUSINESS

     Petrol Oil and Gas, Inc. was incorporated in the State of Nevada in
March of 2000 as Euro Technology Outfitters.  On August 19, 2002, we executed
an Asset Purchase Agreement with Petrol Energy, Inc.  In exchange for certain
assets and liabilities of Petrol Energy we issued 10,918,300 shares of our
restricted common stock.  The assets we acquired included approximately 289
oil and gas mineral leases.

     Petrol Oil and Gas, Inc. is now structured to become an oil and gas
exploration and development company. Our primary business objective is to
produce economic quantities of natural gas from buried coal seams, denoted as
CBM. The first step in our business plan was achieved through the acquisition

                                     27


of the mineral leases from Petrol Energy.  Next we will have to drill
exploratory wells to discover and determine if there is sufficient amount of
commercial viable natural gas to subsequently commence production. Once we
commence production, if ever, we will need to create a ready market in which
to sell the produced gas.

     When and if we determine that we can produce sufficient amounts of
commercially viable natural gas from a well, we intend to fund portions of
our field operations, when and if established, through revenues obtained from
sales of our CBM gas production, if any. To accelerate the development
program, when and if established, we plan to take on WI partners that will
contribute to the costs of drilling and completion and then share in revenues
derived from production. This economic strategy may allow us to utilize our
own financial assets toward the growth of our leased acreage holdings, pursue
the acquisition of strategic oil and gas producing companies and generally
expand our existing operations, which are currently limited to the
exploration phase.

Current State of Operations

     Petrol has no WI partners at present. Although we have had several
discussions with producers in adjacent and nearby counties regarding a WI
partnership we expect to expand our initial well drilling operations with WI
partner(s) after we have begun our own drilling and production program from
proceeds derived from this offering.

     We plan to employ a simple conventional WI model whereby our WI
partner(s) would provide either two-thirds or all of the drilling and
completion costs for a given set of wells on a specific set of our leases for
which the WI partner(s) would receive either one-half or three-quarters of
the net production revenue. As an example, if the WI pays two-thirds of the
drilling and completion costs of a well they would receive one-half of the
net production revenue, which in this case would be one-half of 87.5% of the
gross production revenue following the reduction of 12.5% paid to the royalty
interest owners.

     This practice is intended to allow Petrol to drill and complete
additional wells with reduced capital outlays, as in the case above paying
one-third of the drilling and completion while sharing one-half of the net
production with the WI partner(s).

     Petrol presently has a three well pilot program located within its
leased acreage in the southwest portion of Coffey County Kansas. Following
drilling, logging and setting steel casing all three wells were perforated in
coals that appear to contain gas and were subsequently fracture stimulated
using conventional hydraulic fracturing techniques. They are now producing
water using wellhead pump jacks. In addition, small quantities of natural
gas, that is less than a few Mcf per day, are being vented or flared.

The Market: Natural Gas Supply and Demand

     The National Petroleum council estimates the US demand for natural gas
to increase from 22 TCF in 1998 to over 31 TCF by 2015. This nearly 50%
increase in demand for natural gas coupled with constrained supplies from
conventional sources and storage facilities suggests an urgent need for new
gas sources.  Although conventional gas sources such as high permeability
sandstones currently supply about 60% of the US demand (13 TCF in 1998),
projections indicate a flat to declining supply through year 2015. The
shortfall in conventional gas supply is expected to be taken up by production
from un-conventional sources such as tight gas sandstones/shales, associated
gas, and CBM.

     CBM shows great promise as a future source of natural gas, with the US
Geological Society estimating some 700 TCF contained in 6 major CBM basins in

                                         28


the continental US. A copy of the October 2000 United States Geological
Survey Fact Sheet FS-123-00 is available free of charge for your review on
the web at http://pubs.usgs.gov/fs/fs123-00/fs123-00.pdf.

     At this point in time we cannot accurately estimate, nor have we been
able to locate an estimate for specific information for the Western Interior
Basin, where the majority of our leases are located.

     Given the current volatility of the natural gas market, hedging may
become a part of our operating strategy.  We believe the current supply and
demand fundamentals will lead to a strengthening in prices.  Consequently, we
intend to continually evaluate our hedge position, if any, and enter into
contracts accordingly.

CBM Production

     Coalbed  methane  production  is similar  to  conventional  natural  gas
production  in  terms of the physical production facilities and  the  product
produced.  However, surface mechanics and some production characteristics  of
coalbed  methane  wells  are  quite different from  traditional  natural  gas
production  wells.  Conventional  natural gas  wells  require  a  porous  and
permeable  reservoir,  hydrocarbon migration  and  a  natural  structural  or
stratigraphic trap. Coalbed methane is trapped in the molecular structure  of
the  coal  itself  until it is released by pressure changes,  resulting  from
water  removal  from  the  coalbed.  Methane  is  created  as  part  of   the
coalification process. Coals vary in their methane content which is dented as
cubic feet of gas per ton of coal.

     Water completely permeates coal beds and the natural fracture system or
cleats as they are normally referred and are pervasive in coal beds. The
natural gas, principally methane is adsorbed onto the grain surfaces of the
coal.  To produce CBM, the water must be drawn off first, lowering the
pressure so that the methane will desorb from the coal thus allowing gas flow
from the coal into the de-watered cleats that act as high permeable conduits
to the well bore, where gas can be produced at the well head. These cleats
are formed during coalification and the permeability required for production
may not have fully developed, thereby rendering the well useless for
production.

     The  qualities of productive coalbed methane wells include coal quality,
the  content  of  natural gas per ton of coal, thickness of  the  coal  beds,
reservoir  pressure, existence of natural fractures, and overall permeability
of the coal bed.

     CBM production also differs from conventional gas production that
normally starts at its highest production rate and then declines with time.
Because coal beds have water residing within the cleats the water needs to be
withdrawn in order to promote production of the gases that are adsorbed on
the surfaces of the coal. Thus, for the case of CBM, initial water production
is high and diminishes with time. CBM gas production, however, starts at a
relatively low rate reaching a peak in 3 -12 months and then begins to
decline.

     CBM  production is attractive due to several geological  factors.   Coal
stores six or seven times as much gas as a conventional natural gas reservoir
of  equal  rock  volume  due  to the large internal  surface  area  of  coal.
Significant  amounts  of coal are accessible at shallow depths,  making  well
drilling  and  completion  inexpensive.  Finding costs  are  also  low  since
methane  occurs  in  coal deposits, and the location  of  the  Nation's  coal
resources is well known.

                                       29


Corporate Business Objectives

     Our primary business objective is to produce economic quantities of
natural gas from CBM.  In the 6 major US CBM basins the coal beds vary
greatly in thickness, quality and gas content. They also range in depths from
very near surface (< 500 ft) to very deep (>25,000 ft). The difficulty, risks
and costs associated with extracting CBM from deep formations increases quite
rapidly and nonlinearly with depth.

     We intend to achieve our objectives by (a) concentrating our properties
in core areas to achieve economies of scale, (b) acquiring and developing
high profit margin properties, (c) continually disposing of marginal and non-
strategic properties, (d) balancing reserves, when developed, between oil and
gas, (e) maintaining a high degree of financial flexibility, and (f)
enhancing the value of our production through marketing and midstream
activities.

Developmental Program

     One  of the reasons for acquiring the leases from Petrol Energy was  the
fact  that of the major CBM basins within the continental US, the leased area
had the following attributes:

     *    relatively shallow CBM (<2,500 ft)
     *    good coal rank, gas content and distribution,
     *    low cost mineral leases,
     *    access to an interstate pipeline system and
     *    nearby oil and gas services.

     The Western Interior Basin located in the mid-continent, where the
leases are located, shows great promise because it embodies an extensive
aerial distribution of near shallow buried coal beds, appears to contain
large quantities of high quality natural gas and has several readily
available interstate pipelines for sales and distribution. It appears that
the area best suited for our CBM project may be in Coffey County, Kansas,
where gas bearing coals are contained within the Forrest City and Cherokee
basins, sub-basins of the larger Western Interior basin. The entire eastern
edge of the State of Kansas overlays the western portion of this basin.

     Since portions of the acquired mineral leases have existing oil or gas
wells, some of them are being considered for re-completion in sandstones
and/or coal beds that appear economically productive. These will add to our
knowledge base while providing financial support for anticipated expansion.

Regulation

     Regulation of Oil and Natural Gas Production.  Our oil and natural gas
exploration, production and related operations, when developed, are subject
to extensive rules and regulations promulgated by federal, state, tribal and
local authorities and agencies. For example, some states in which we may
operate require permits for drilling operations, drilling bonds and reports
concerning operations and impose other requirements relating to the
exploration and production of oil and natural gas. Such states may also have
statutes or regulations addressing conservation matters, including provisions
for the unitization or pooling of oil and natural gas properties, the
establishment of maximum rates of production from wells, and the regulation
of spacing, plugging and abandonment of such wells. Failure to comply with
any such rules and regulations can result in substantial penalties. The
regulatory burden on the oil and gas industry will most likely increase our
cost of doing business and may affect our profitability. Although we believe

                                 30


we are currently in substantial compliance with all applicable laws and
regulations, because such rules and regulations are frequently amended or
reinterpreted, we are unable to predict the future cost or impact of
complying with such laws. Significant expenditures may be required to comply
with governmental laws and regulations and may have a material adverse effect
on our financial condition and results of operations.

     Federal Regulation of Natural Gas. The Federal Energy Regulatory
Commission ("FERC") regulates interstate natural gas transportation rates and
service conditions, which may affect the marketing of natural gas produced by
us, as well as the revenues that may be received by us for sales of such
production. Since the mid-1980's, FERC has issued a series of orders,
culminating in Order Nos. 636, 636-A and 636-B ("Order 636"), that have
significantly altered the marketing and transportation of natural gas. Order
636 mandated a fundamental restructuring of interstate pipeline sales and
transportation service, including the unbundling by interstate pipelines of
the sale, transportation, storage and other components of the city-gate sales
services such pipelines previously performed. One of FERC's purposes in
issuing the order was to increase competition within all phases of the
natural gas industry. The United States Court of Appeals for the District of
Columbia Circuit largely upheld Order 636 and the Supreme Court has declined
to hear the appeal from that decision. Generally, Order 636 has eliminated or
substantially reduced the interstate pipelines' traditional role as
wholesalers of natural gas in favor of providing only storage and
transportation service, and has substantially increased competition and
volatility in natural gas markets.

     The price we may receive from the sale of oil and natural gas liquids
will be affected by the cost of transporting products to markets. Effective
January 1, 1995, FERC implemented regulations establishing an indexing system
for transportation rates for oil pipelines, which, generally, would index
such rates to inflation, subject to certain conditions and limitations. We
are not able to predict with certainty the effect, if any, of these
regulations on our intended operations. However, the regulations may increase
transportation costs or reduce well head prices for oil and natural gas
liquids.

     Environmental Matters. Our operations and properties, when established,
will be subject to extensive and changing federal, state and local laws and
regulations relating to environmental protection, including the generation,
storage, handling, emission, transportation and discharge of materials into
the environment, and relating to safety and health. The recent trend in
environmental legislation and regulation generally is toward stricter
standards, and this trend will likely continue. These laws and regulations
may:

     *    require the acquisition of a permit or other authorization
          before construction or drilling commences and for certain
          other activities;

     *    limit or prohibit construction, drilling and other activities
          on certain lands lying within wilderness and other protected
          areas; and

     *    impose substantial liabilities for pollution resulting from
          our intended operations.

     The permits required for our intended operations may be subject to
revocation, modification and renewal by issuing authorities. Governmental
authorities have the power to enforce their regulations, and violations are
subject to fines or injunctions, or both. In the opinion of management, we
are in substantial compliance with current applicable environmental laws and
regulations, and we have no material commitments for capital expenditures to
comply with existing environmental requirements. Nevertheless, changes in

                                    31


existing environmental laws and regulations or in interpretations thereof
could have a significant impact on us, as well as the oil and natural gas
industry in general.

     The Comprehensive Environmental, Response, Compensation, and Liability
Act ("CERCLA") and comparable state statutes impose strict, joint and several
liability on owners and operators of sites and on persons who disposed of or
arranged for the disposal of "hazardous substances" found at such sites. It
is not uncommon for the neighboring land owners and other third parties to
file claims for personal injury and property damage allegedly caused by the
hazardous substances released into the environment. The Federal Resource
Conservation and Recovery Act ("RCRA") and comparable state statutes govern
the disposal of "solid waste" and "hazardous waste" and authorize the
imposition of substantial fines and penalties for noncompliance. Although
CERCLA currently excludes petroleum from its definition of "hazardous
substance," state laws affecting our intended operations may impose clean-up
liability relating to petroleum and petroleum related products. In addition,
although RCRA classifies certain oil field wastes as "non-hazardous," such
exploration and production wastes could be reclassified as hazardous wastes
thereby making such wastes subject to more stringent handling and disposal
requirements.

     ESA. The Endangered Species Act ("ESA") seeks to ensure that activities
do not jeopardize endangered or threatened animal, fish and plant species,
nor destroy or modify the critical habitat of such species. Under ESA,
exploration and production operations, as well as actions by federal
agencies, may not significantly impair or jeopardize the species or its
habitat. ESA provides for criminal penalties for willful violations of the
Act. Other statutes that provide protection to animal and plant species and
that may apply to our operations include, but are not necessarily limited to,
the Fish and Wildlife Coordination Act, the Fishery Conservation and
Management Act, the Migratory Bird Treaty Act and the National Historic
Preservation Act. Although we believe that our intended operations will be in
substantial compliance with such statutes, any change in these statutes or
any reclassification of a species as endangered could subject us to
significant expenses to modify our operations or could force us to
discontinue certain operations, when implemented, altogether.

Personnel

     We currently have two full time employees. As drilling production
activities commence, we intend to hire additional technical, operational and
administrative personnel as appropriate. None of our employees are subject to
any collective bargaining agreements, however, our sole officer has entered
into an employment agreement with us.  We do not expect a significant change
in the number of full time employees over the next 12 months. We intend to
use the services of independent consultants and contractors to perform
various professional services, particularly in the area of land services,
drilling, water hauling, pipeline construction, well design, well-site
monitoring and surveillance, permitting and environmental assessment. We
believe that this use of third-party service providers may enhance our
ability to contain general and administrative expenses.

     Our proposed personnel structure can be divided into three broad
categories: management and professional, administrative, and project
personnel. As in most small companies, the divisions between these three
categories are somewhat indistinct, as employees are engaged in various
functions as projects and work loads demand.

Consultants

     Goran Blagojevic. On August 20, 2002, we entered into a Translation and
Business Consulting agreement with Goran Blagojevic.  Under the terms of the

                                      32

agreement Mr. Blagojevic will perform written and verbal translation services
and certain other business consulting services for Petrol. The agreement is
terminable by either party without notice or cause. All compensation payable
to Mr. Blagojevic would be agreed upon in advance by Petrol, as Mr.
Blagojevic will only be utilized on an as needed basis. On December 20, 2002,
Petrol amended the agreement whereby Mr. Blagojevic would assist Petrol in
finding, assessing, qualifying and negotiating with potential European
working interest partners that would support Petrol's field development
program. As consideration for the additional responsibilities, Petrol issued
Mr. Blagojevic a warrant to purchase 250,000 shares of Petrol's common stock
at $0.75 per share. The warrant expired on July 1, 2003.

     B&B Cooperative Venture and Birk Petroleum. On November 15, 2002, we
entered into a Service and Water Disposal Agreement with B&B Cooperative
Venture ("B&B") and Birk Petroleum ("Birk"), whereby B&B provides us with
pumping services on our existing wells to monitor operations, and assess and
report on the disposition of the production process.  Birk will transport the
produced water from our lease tanks to the disposal well where Birk will
inject produced water into the disposal well.  We will pay B&B $10.00 per day
for each well that it provides pumping services and will pay Birk at the rate
of $60.00 per hour for water hauling and $250.00 per month for the use of the
disposal well. The term of the agreement is for 1 year commencing on the date
of execution.

     William Stoeckinger. On December 19, 2002 we entered into a one year
geologist/technical advisor consulting agreement with William Stoeckinger.
Under the terms of the agreement Mr. Stoeckinger assist us in the areas of
geology, geophysical and formation evaluation, drilling and completion,
regulatory and lease evaluation matters and other technical concerns related
to the exploration and production of hydrocarbons. Mr. Stoeckinger will be
paid a daily rate ranging from $400 to $500 per day for his services. As an
inducement for Mr. Stoeckinger to begin consulting for us we issued him
160,000 shares of our common stock. In addition, Mr. Stoeckinger will be
issued 20,000 shares of our common stock for each month the he fulfills his
duties as described in the agreement. As further consideration, we granted
Mr. Stoeckinger an option to purchase 50,000 shares of our common stock at
$0.50 per share and 50,000 shares at $1.00 per share. The option expires on
December 19, 2004.

     Russell Frierson. On December 27, 2002 we entered into one year land
services consulting agreement with Russell Frierson. Under the terms of his
agreement, Mr. Frierson will provide to Petrol land professional services in
the nature of preparation and drafting of written agreements concerning well
location, waivers of surface use and other lease provisions, damage release
and compensation agreements related to drilling operations, easement and
right of way agreements, pooling and farmout agreements, and such other
consents, declarations, designations, memoranda, notices, ratifications and
stipulations by and between Petrol and any and all surface owners in or
adjacent to Petrol mineral lease hold interests. As an inducement for Mr.
Frierson to begin consulting for us we issued him 50,000 shares of our common
stock. In addition, we granted Mr. Frierson an option to purchase 50,000
shares of our common stock at $0.50 per share for a period of 3 years. This
agreement is terminable by Petrol for cause.

     Lawrence Kehoe. On December 27, 2002 we entered into one year land
services consulting agreements with Lawrence Kehoe. Under the terms of his
agreement, Mr. Kehoe will provide to Petrol land professional services in the
nature of negotiation and execution of easements and surface agreements, and
negotiation and execution of requisite consents, declarations, designations,
memoranda, notices, ratifications and stipulations by and between Petrol and
any and all surface owners in or adjacent to Petrol mineral lease hold
interests. As an inducement for Mr. Kehoe to begin consulting for us we
issued him 325,000 shares of our common stock. In addition, we granted Mr.
Kehoe an option to purchase 325,000 shares of our common stock at $0.50 per
share for a period of 3 years. This agreement is terminable by Petrol for
cause.

                                    33


     Cody Felton. On December 27, 2002 we entered into one year land services
consulting agreements with Cody Felton. Under the terms of his agreement, Mr.
Felton will provide to Petrol land professional services in the nature of
acquisition and recording of mineral interests and the performance of any and
all due diligence and title work on leased properties. As an inducement for
Mr. Felton to begin consulting for us we issued him 325,000 shares of our
common stock. In addition, we granted Mr. Felton an option to purchase
325,000 shares of our common stock at $0.50 per share for a period of 3
years. This agreement is terminable by Petrol for cause.

                              PLAN OF OPERATION

     The following discussion should be read in conjunction with the
financial statements section included elsewhere in this prospectus.

Overview

     Petrol Oil and Gas, Inc. a development stage company, is structured to
engage in the exploration, development, acquisition and operation of oil and
gas properties.  Since our inception, we have not been engaged in any
significant operations nor have we had any revenues.  Our only recent
activities include organization, the negotiation and execution of the asset
purchase agreement, and we have begun the process of registering our
securities with the Securities and Exchange Commission in order to raise
additional capital and make our financial information equally available to
investors or other interested parties.  We believe we will be able to
complete this registration process by the end of the third quarter of 2003.
Once we complete this offering, we intend to contact an authorized NASD
market maker for sponsorship of our securities on the Over-the-Counter
Electronic Bulletin Board.  We believe we will be able to complete that
process by the end of first quarter of fiscal 2004.

Plan of Operation

     We plan to use the maximum proceeds of this offering for mineral lease
payments, the purchase of drilling/production equipment, development drilling
on new properties, and for general corporate purposes, including working
capital and the potential acquisition of producing properties.

     We intend to fund portions of our field operations through revenues
obtained from sales of our CBM gas production, if any.  To accelerate the
development program we plan to take on WI partners that will contribute to
the costs of drilling and completion and then share in revenues derived from
production.  This economic strategy may allow us to utilize our own financial
assets toward the growth of our leased acreage holdings, pursue the
acquisition of strategic oil and gas producing companies and generally expand
our existing operations.

     Because of our limited operating history we have yet to generate
revenues from the sale of oil or natural gas.  Our current operation is based
upon a recent acquisition of mineral leases from Petrol Energy, Inc.  Our
activities have been limited to the negotiation of an agreement and
preliminary analysis.  Consequently, we have incurred the expenses of start-
up.

     Petrol's future financial results will depend primarily on: (i) the
ability to continue to source and screen potential projects;  (ii) the
ability to discover commercial quantities of natural gas and oil;  (iii) the
market price for oil and gas; and (iv) the ability to fully implement our
exploration and development program, which is dependent on the availability
of capital resources.  We cannot guarantee that we will be successful in any
of these respects, that the prices of oil and gas prevailing at the time of

                                     34


production will be at a level allowing for profitable production, or that we
will be able to obtain additional funding to increase our currently limited
capital resources.

     We anticipate the need for at least $5,000,000, the maximum proceeds of
this offering, of capital over the next 12 months. If we do not raise the
maximum proceeds under this offering, any additional funds needed may be
raised through equity financing, debt financing, or other sources, which may
result in further dilution in the equity ownership of the shares being
offered in this prospectus.  There is still no assurance that, even with the
funds from this offering and a subsequent private placement, if needed, we
will be able to maintain operations at a level sufficient for an investor to
obtain a return on their investment in our common stock.  Further, we may
continue to be unprofitable for an indefinite period of time.

     We are unable to provide an accurate breakdown to the use of funds to be
received from any future private placement as the usage will be solely based
upon the outcome of our initial exploration and development program.  We have
anticipated the need to hire additional staff, continue development and
refinement of our operations to meet customer needs and provide additional
working capital for our operations.

     We will face considerable risk in each of our business plan steps, such
as difficulty of hiring competent personnel within our budget and a shortfall
of funding due to our inability to raise capital in the equity securities
market.  If no funding is received during the next twelve months, we will be
forced to rely on existing cash in the bank and funds received from this
offering.

     We have no operating history, no significant current operations, minimum
cash on hand, and no profit.  Because of these factors, our auditors have
issued an audit opinion for Petrol which includes a statement describing our
going concern status.  This means there is substantial doubt about our
ability to continue as a going concern.  While we believe we have made good
faith estimates of our ability to secure additional capital in the future to
reach our goals, there is no guarantee that we will receive sufficient
funding to implement any future business plan steps.

     Our future operating results will depend on many factors, including our
ability to raise adequate working capital, demand for our oil and gas
production, the level of competition and our ability to deliver products
while maintaining quality and controlling costs.

Field Development

     Our current plan of operation for field development starts with identifying
the most promising and cost-effective drill sites on our current leased
acres, drilling and testing wells to prove reserves, completing the more
promising test wells, extracting the oil, gas and other hydrocarbons that we
find, and delivering them to market.  Although we believe that we have leased
enough land to move forward with our field development, we will have to
obtain additional financing before we can fully implement this next phase of
our operations.

     Field development operations began in August 2002, with the drilling and
logging of three test wells. Each test well is located on a separate mineral
lease in the southwest portion of Coffey County.  These drill sites were
selected based on a variety of factors, including information gathered from
historic records and drill logs (depth, and thickness of coal seams and the
results of electric gamma ray readings), proximity to existing interstate
distribution pipelines, ease of access for drilling equipment the presence of
oil and natural gas in the immediate vicinity, and consultations with our
operator and driller. Since these are considered to be exploratory or test
wells they have only been partially completed in order to allow us to
investigate the production capacity of selected coal intervals, and to obtain

                                        35


important technical information related to stimulation activities that are
almost always required to make CBM wells commercially productive. Thus we do
not presently have any estimates of oil and gas reserves on these properties.
Consequently we have not reported our reserve estimates to any state, or
federal authority.

     During this phase of our plan of operation we expect to drill, test and
complete about 40 coal bed methane producing wells.  These drilling and
testing efforts will also allow us to determine whether there are other forms
of commercially producible hydrocarbons present, such as oil or other types
of natural gas.  Each well will be drilled and tested individually.  If
commercially producible amounts of gas are present, the well will be fully
completed and a local distribution pipeline installed.  Completed wells that
are producing and connected to distribution pipelines will begin generating
revenues as soon as they begin pumping although these revenues may be
realized on a quarterly basis.

     Once we have identified a proposed drilling site, we as a licensed
operator in the State of Kansas will be engaged in all aspects of well site
operations. As the operator we will be responsible for permitting the well,
which will include obtaining permission from the Kansas Oil and Gas
commission relative to spacing requirements and any other stated and federal
environmental clearances required at the time that the permitting process
commences.  Additionally, we will formulate and deliver to all interest
owners an operating agreement establishing each participant's rights and
obligations in that particular well based on the location of the well and the
ownership.  In addition to the permitting process, we as the operator will be
responsible for hiring the driller, geologist and land men to make final
decisions relative to the zones to be targeted, confirming that we have good
title to each leased parcel covered by the spacing permit and to actual drill
the well to the target zones.  Should the well be successful, we will be
responsible for completing the well and connecting it to the most appropriate
transmission facility for the hydrocarbons produced.

     As the operator we will be the caretaker of the well once production has
commenced. We have no formal experience in well operations and will have to
hire or retain professions to assist us in our efforts.  As the operator, we
will be responsible for paying bills related to the well, billing working
interest owners for their proportionate expenses in drilling and completing
the well, and selling the production from the well.  Again, we have no
experience in operating an oil or gas production company, therefore, we will
be forced to hire experienced operation staff, when needed. Once the
production has been sold, we anticipate that the purchaser thereof will carry
out its own research with respect to ownership of that production and will
send out a division order to confirm the nature and amount of each interest
owned by each interest owner.  Once a division order has been established and
confirmed by the interest owners, the production purchaser will issue the
checks to each interest owner in accordance with its appropriate interest.
From that point forward, we as operator will be responsible for maintaining
the well and the wellhead site during the entire term of the production or
until such time as the operator has been replaced or appropriately abandoned.
We anticipate hiring professionals to assist us in our operations until such
time as our management has sufficient knowledge and operations ability. A
portion of the proceeds of this offering may be used to hire professionals
when and as needed.

     We have a working relationship and have used Well Refined Drilling of
Thayer, Kansas, to drill our first three exploratory test wells.
Owner/Operator Jeffery Kephart has been a driller since 1978, and has
drilling in excess of 10,000 wells in Kansas, Oklahoma, Texas, Wyoming, and
Missouri. More than 200 of those wells have been CBM wells. The driller will
be responsible for performing or contracting with third parties and
supervising their efforts, on all aspects of the drilling operation except
for geological services.

                                       36


     We have a one year consulting agreement with Mr. William Stoeckinger, a
Certified Petroleum Geologist, from Bartlesville, Oklahoma to provide
geological services both in the assessment process and in the development
program.

     Based on our first three test wells we anticipate that each well in our
targeted area will cost approximately $35,000 to locate, drill and test, an
additional $30,000 to complete, plus an additional $350 per month per well to
pay for electricity, pulling and repairs, pumping and other miscellaneous
charges.  In support of these operations we have working agreements with
local third parties to monitor and maintain our wells and perform drilling
and work-over activities

     If any of our wells proves to hold commercially producible gas, we will
need to install a distribution infrastructure to transport our gas from the
wellhead to one of the major distribution pipelines.  We have identified
several major interstate distribution pipelines that operate within and pass
through the counties in which we have lease holdings. These include pipelines
owned and operated by Williams Energy, CMS Energy, and Enbridge.  We have
initiated contact with two of these companies to ascertain the specific
locations of their pipelines, their requirements to purchase gas from us
(including volume of gas and quality of gas), and the costs to connect to
their pipelines.  Traditionally, the major distribution of gas in the United
States have purchased production from anyone who can get sufficient
quantities of quality gas to their distribution pipeline.  Because some of
these companies have purchased coal bed methane from producing wells in the
southern part of Kansas, we believe that if the gas produced from wells
drilled in our targeted area meets their criteria in both quantity and
quality, they will purchase our gas from us at market prices.  To date, we
have not entered into any purchase agreements nor have we received assurances
from anyone that they will enter into such agreements with us the future.

     Presently, we cannot accurately predict the costs of transporting our gas
products to these existing interstate pipelines. The cost of installing a
distribution infrastructure or local gathering system will vary depending
upon the distance the gas must travel from our wellhead to the compressor
station and high pressure pipeline tap, and whether the gas must be treated
to meet the purchasing company's quality standards. However, based on the
close proximity of several major distribution pipelines to our leased
properties, plus our intent to drill as close to these pipelines as
practicable, we anticipate that the total cost of installing a distribution
infrastructure for ten producing wells will be approximately $150,000 or
$15,000 each plus a one-time expense of $50,000 to tap into the high pressure
interstate pipeline.

     The prices obtained for oil and gas are dependent on numerous factors
beyond our control, including domestic and foreign production rates of oil
and gas, market demand and the effect of governmental regulations and
incentives.  We do not have any delivery commitments with respect to any oil
or gas produced from any properties that we acquire.  However, due to the
U.S. government's recent push toward increased domestic production of energy
sources, the high demand for natural gas, we do not anticipate any
difficulties in selling any oil and gas that we produce, once it has been
delivered to a distribution facility.

     The success of this phase of our plan of operation is dependent upon our
ability to obtain additional capital to drill exploratory and test wells and
also upon our successfully finding commercially producible amounts of coal
bed methane gas or other hydrocarbons in the wells that we drill.  We cannot
assure you that we will obtain the necessary capital or that we will find
commercially producible amounts of gas if our drilling operations commence.

                                        37


     The timing of most of our capital expenditures is discretionary. Currently
there are no material long-term commitments associated with our capital
expenditure plans. Consequently, we have a significant degree of flexibility
to adjust the level of such expenditures as circumstances warrant.  We intend
to primarily use funds raised through this offering, funds raised from
private placements and internally generated cash flow, if any, to fund
capital expenditures and to fund our working capital needs. The level of our
capital expenditures will vary in future periods depending on energy market
conditions and other related economic factors.

Liquidity and Capital Resources

     A critical component of our operating plan impacting our continued
existence is the ability to obtain additional capital through additional equity
and/or debt financing.  We do not anticipate enough positive internal operating
cash flow until such time as we can generate substantial revenues, which may
take the next few years to fully realize.  In the event we cannot obtain the
necessary capital to pursue our strategic plan, we may have to cease or
significantly curtail our operations.  This would materially impact our
ability to continue operations.


     Our near term cash requirements are anticipated to be offset through the
receipt of funds from private placement offerings and loans obtained through
private sources.  Since inception, we have financed cash flow requirements
through debt financing and issuance of commons stock for cash and services.
As we expand operational activities, we may continue to experience net
negative cash flows from operations, pending receipt of servicing or
licensing fees, and will be required to obtain additional financing to fund
operations through common stock offerings and bank or private party borrowings
to the extent necessary to provide working capital.

     Over the next twelve months we believe that existing capital and
anticipated funds from operations will not be sufficient to sustain operations
and planned expansion.  Consequently, we will be required to seek additional
capital in the future to fund growth and expansion through additional equity
or debt financing or credit facilities.  Such financing may not be available,
and if available it may take either the form of debt or equity.  In either
case, the financing could have a negative impact on our financial condition
and our Stockholders.

     We anticipate incurring operating losses over the next twelve months.  Our
lack of operating history makes predictions of future operating results
difficult to ascertain.  Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development.  Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth.  To
address these risks we must, among other things, implement and successfully
execute our business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified personnel.  There
can be no assurance that we will be successful in addressing such risks, and
the failure to do so can have a material adverse effect on our business
prospects, financial condition and results of operations.

     Under our current plan of operation, we are required to make certain
lease payments to maintain our rights to develop and drill for oil and gas.
These lease payments are material obligations to us and our lease holdings
are our biggest asset. We encourage you to read the leasing activities
section of this offering, which begins on page 40, to gain a better
understanding of our lease obligations.


     As of March 31, 2002, we had assets of $628,146, and $157,146 in
liabilities,  resulting in stockholders equity of $470,838.

                                     38



     On February 6, 2003, we entered into a loan agreement with Cornerstone
Bank, whereby Cornerstone Bank provided us with a line of credit in the
amount of $250,000, which was toexpires on August 5, 2003. We pledged to
Cornerstone Bank all of our assets, including, but not limited to 1,000,000
shares of our $0.001 par value common stock to be held by Cornerstone Bank
as collateral until the loan was paid in full under the terms and conditions
of the agreement.  On July 2, 2003, we repaid the line of credit, including
interest, and Cornerstone is returning the shares to us of cancellation.

	On July 2, 2003, we entered into a Secured Promissory Note Agreement
with CPA Directed Investments, whereby CPA loaned us $400,000. The interest
rate on the loan is 10% per annum. Proceeds from the loan were used to repay
the Cornerstone line of credit and for general working capital. As collateral
for the loan we issued CPA 1,000,000 shares of our $0.001 par value common
stock to be held until the loan is paid in full under the terms and conditions
of the agreement. Pursuant to the agreement, upon the occurrence and during a
continuance of default, all remaining amounts of the loan shall, at the option
of CPA, become immediately due and payable, and CPA may exercise at any time
any rights and remedies available to it under applicable law of the State of
Nevada. The loan is due and payable upon the earlier of:

(i)	180 days from the date of the agreement; or
(ii)	Within 30 days from closing this offering.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Asset Purchase Agreement

     On August 19, 2002, we executed an Asset Purchase Agreement with Petrol
Energy, Inc., whereby we issued 10,918,300 shares of our restricted common
stock in exchange for certain assets and liabilities of Petrol Energy.  The
assets that were acquired included approximately 289 oil and gas mineral
leases.

                           DESCRIPTION OF PROPERTY

     We currently maintain an executive office at 6265 S. Stevenson Way, Las
Vegas, NV 89120 from Branagan & Associates. The office is provided to us free
of charge on a month-to-month basis. Paul Branagan, our president, is also
president of Branagan & Associates.

     We also lease approximately 2,500 square feet of space in Waverly,
Kansas, where our field and leasing offices are located. The lease expires on
January 24, 2004 and we pay monthly rent of $300.

     We do not believe that we will need to obtain additional office space at
any time in the foreseeable future until our business plan is more fully
implemented.

Operational Area

     As an oil and gas exploration and development company, our primary
objective is the development of CBM gas production projects. We identified CBM
early on as an area in the oil and gas industry that was gaining recognition as
a viable source of natural gas and was experiencing above average growth.  We
expect to focus our investment efforts in working interests in natural gas
well development projects located within known or highly-likely gas-bearing
coalbed methane formations in southeastern Kansas starting within our roughly
87,913 acres of CBM leases acquired from Petrol Energy.

     The Western Interior Coal Region includes three basins in the central
United States that contain gas bearing coal deposits of similar area and rank.
They are the Arkoma, Forest City and Cherokee Basins.  Together these three
basins stretch from western Arkansas and Central Oklahoma northward through
eastern Kansas and western Missouri into central Iowa.  Our primary interests
lie within areas overlaying the Cherokee and Forest City Basin which are defined
geographically as the area bounded to the north by Bourbon Arch, to the east

                                       39


and southeast by Ozark Dome, and to the west by the Nemaha uplift,
encompassing northern Oklahoma, southeastern Kansas, and southwestern
Missouri.

     The Cherokee Basin formation contains Pennsylvanian age coal beds which
are believed to be relatively contiguous throughout the entire basin.  Coal
found throughout the basin is generally of the same age and type and
therefore theoretically should contain similar quantities and quality of gas.
Historically, the majority of coal bed methane gas production in Kansas has
been south of our targeted area, including production in Labette, Wilson,
Neosho and Cherokee Counties, Kansas, where coal seams and black shale
averaging four feet in thickness have been reported and initial water
production generally has been less than 50 barrels per day, eventually
dropping to below 10 barrels per day.  Although currently there are no coal
bed methane wells producing in our targeted area, drilling logs from oil
exploration in and surrounding our targeted area typically confirm the
uniformity of the coal beds, indicating coal seams similar to those found in
the south of the targeted area.  Additionally, a small number of coal bed
methane gas wells are producing in Woodson County, Kansas (the southern
adjacent county to Coffey County,) and Anderson County, Kansas (the eastern
adjacent county to Coffey in which we have acquired leases).

Leasing Activities

     In addition to the mineral leases acquired from Petrol Energy we also
accepted responsibility for an office lease held by Eastman Energy. Located
in Waverly, Kansas a small rural community on the northeast corner of Coffey
County this office provides us a base for our field operations as well as a
local mineral leasing office. We subsequently renewed the office lease for a
one-year period expiring January 23, 2004 at a monthly rental rate of $300.

     As of December 31, 2002 we have about 289 signed lease agreements
totaling approximately 87,913 acres. These leases are scattered throughout
Coffey County, Kansas and the adjacent counties of Anderson, Osage and Lyon.
The majority of these mineral leases cover a large section of Coffey County
while the remaining leases cover smaller portions of Anderson, Osage and Lyon
counties.  In the event that we are successful in the development phase of
our plan and we find commercially producible gas or oil, we intend to lease
additional available mineral rights to the extent that we believe such land
will further our exploration and development activities.

     All of the mineral leases that we have executed grant us the exclusive
right to explore for and develop oil, gas and other hydrocarbons and minerals
that may be produced from wells drilled on the leased property.  Each lease
also grants us rights of way to easements for laying pipelines and servicing
or drilling other wells in the vicinity of the leased property.

     Our lease agreements vary both in term and price per acre. Some of our
leases are for 2 year periods at $2/acre with extensions for 3 additional
years, others are for 3 year periods at $3/acre with extensions for 3
additional years, others are for 5 years at $1/acre with extensions for 3
additional years, while others are for 5 years at $10/acre with extensions
for 3 additional years.

                                     40


    In general leases are payable on the one year signing anniversary
of the lease agreement.  Regardless of whether or not we are producing
oil and gas from a leased property or acres pooled therewith, on the one-
year anniversary of each lease we will be required to pay the lessor
their net agreed upon mineral acreage fee.  If we fail to make such
payment, the lease will terminate 30 days thereafter.  We have agreed to
pay each lessor a royalty equal to 12.5% of any oil, gas or other
minerals that may be produced from wells drilled on the leased property.
In the event of a shut-in well capable of producing oil or gas, we have
agreed to pay the lessor a royalty per net mineral acre. All our lease
agreements allow us to hold the lease with production.

     Pursuant to the lease payment terms described above we will be obligated
to make the following one-year anniversary payments beginning in January
2003.

   DUE DATE        # OF GROSS MINERAL      PAYMENT DUE OR
                         ACRES                 (PAID)
   JAN 2003              2,314                $(4,429)
   FEB 2003              13,837              $(138,370)
  MARCH 2003             17,093              $(170,930)
  APRIL 2003             4,083               $(34,148)

  > JAN 2004              157                  $1,570

    TOTAL:               37,484                $1,570

	The lease payments for our remaining leased acreage which is approximately
50,4000 acres had already been paid as of December 31, 2002.

	Under our leases we have the right to pool or unitize the leased property
with other land owned or leased by us in the immediate vicinity for the
production of oil or gas.  With respect to shallow gas and associated
hydrocarbons produced in conjunction therewith, we have the right to pool or
unitize the leased properties into a development pool of a maximum of 3,000
acres if we have drilled at least 2 wells within the pooled unit no later
than 1 year after the expiration of the primary term of the lease.

     We have agreed to indemnify each lessor against any and all liabilities
arising out of our operations on the leased property, including environmental
liabilities.  We also have agreed to pay each lessor liquidated damages for
any leased property that is damaged as a result of our operations on such
leased property.  Additionally, we have agreed to pay each lessor for any
damages caused by us to any crops growing on the leased property.  Following
the completion of our operations on a leased property, we are obligated to
restore the well site to its original condition and land contour, to the
extent possible.

     All of the oil and gas property that we have leased to date is considered
"undeveloped acreage" which the Securities and Exchange Commission defines as
"lease acreage on which wells have not been drilled or completed to a point
that would permit the production of commercial quantities of oil and gas
regardless of whether such acreage contains proved reserves."

     We have rights to 100% of the working interest in approximately 87,913
gross undeveloped acres (100% of each leased acre)in southeast Kansas.
A "working interest" is the operating interest that gives us, as the
operator, the right to drill, produce and conduct operating activities on
the property and a share of production.  A "net acre" (or net well)
is deemed to exist when the sum of the fractional working interest owned
in gross acres or gross wells equals one.  The number of net acres or net
wells is then expressed as a whole number and fractions thereof.  A "gross
acre" (or gross well) is the total acres or wells, as the case may be, in
which a working interest is owned.  Our gross acreage is equivalent to the
net acreage.

                                     41


     Before we commit substantial resources, including obtaining necessary
permits and preparing for drilling on any particular leased property, we
complete our due diligence process on our leased property, including obtaining
a title or title insurance to confirm our rights to any oil, gas or other
minerals produced pursuant to our lease.  It is difficult to determine what our
final interest in any oil, gas or other mineral that we produce will be until we
have negotiated with the third parties that we may hire to perform drilling,
completion and operating activities on our wells.

     Substantially all of our capital expenditures have been associated with the
acquisition of oil and gas mineral leases.  Our strategy is to continue to
expand our lease base principally through acquisitions of additional mineral
leases.  As a result, it is likely that capital expenditures will exceed cash
provided by operating activities in years where significant growth occurs in
our oil and gas reserve base.  In such cases, additional external financing
will be required.

     We also intend to grow through the acquisition of producing oil and gas
properties, although at this time we are unable to predict the number and
size of such acquisitions, if any, which will be completed.  Our ability to
finance oil and gas acquisitions is determined by cash flow from operations
and available sources of debt and equity financing.

     We continue to research the prospects for gas well development in other
geological formations. It is possible that we will invest in prospects not
described here, or that little investment will be made in the prospects
described here.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Paul Branagan

     Paul Branagan, our sole officer and chairman of the board, is an officer
and director of Millennium Plastics Corporation, another public company,
which may impact the amount of his time spent on our business matters. Mr.
Branagan may have demands placed on his time, which will detract from the
amount of time he is able to devote to us. Mr. Branagan intends to devote
approximately 35-40 hours per week of his business time and attention to our
activities as required, until such time as we have established sufficient
business opportunities that will require more of his time. However, there is
no assurance that Mr. Branagan would not attend to other matters prior to
ours. We consent to and understand this potential conflict of interest.

NIO Fund

     On August 19, 2002, we entered into a letter of intent with NIO Fund
Investment Management Limited (NIO) whereby NIO would exclusively raise funds
throughout Europe and invest in Petrol.  From November 5, 2002 through
December 2, 2002, we issued and sold a total of 660,303 shares to NIO for a
total purchase price of $330,151.25, all of which was paid in cash.  In
addition to the above sales to NIO, we issued NIO warrants to purchase up to
$3,500,000 of additional shares of our restricted common stock in the amount
of $500,000 per month for the months of March, April, May, June, August and
November of 2003 and January of 2004.  The price per share would be at a
discount of 12.5% of the market price of Petrol shares that were being traded
on any exchange or over-the-counter but not less than $0.875 per share.

                                      42


          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      We intend to file for inclusion of our common stock on the National
Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board;
however, NASD may not approve the inclusion of our common stock for trading.
Prior to the effective date of this offering, our common stock was not
traded.

     As of May 29, 2003 there were 43 stockholders of our common stock.

                                  DIVIDENDS

     The payment of dividends is subject to the discretion of our board of
directors and will depend, among other things, upon our earnings, our capital
requirements, our financial condition, and other relevant factors. We have not
paid or declared any dividends upon our common stock since our inception and,
by reason of our present financial status and our contemplated financial
requirements, do not anticipate paying any dividends upon our common stock in
the foreseeable future.

     We have never declared or paid any cash dividends. We currently do not
intend to pay cash dividends in the foreseeable future on the shares of
common stock. We intend to reinvest any earnings in the development and
expansion of our business. Any cash dividends in the future to common
stockholders will be payable when, as and if declared by our board of
directors, based upon the board's assessment of:

     *    our financial condition;
     *    earnings;
     *    need for funds;
     *    capital requirements;
     *    prior claims of preferred stock to the extent issued and
outstanding; and
     *    other factors, including any applicable laws.

     Therefore, it is highly unlikely that any dividends on the common stock
will be paid in the foreseeable future.

                           EXECUTIVE COMPENSATION

     The following table sets forth the cash compensation of our sole
officer, Paul Branagan since his appointment on August 21, 2002 through
December 31, 2002 and our previous sole officer and director Anthony N.
DeMint from January 1, 2002 through August 21, 2002.

Summary Compensation Table
                                                             Long Term
                        Annual Compensation                Compensation

Name and
Principal                               Other Annual    Restricted
Position     Year    Salary     Bonus   Compensation      Stock       Options
Paul
Branagan,
President
Secretary
Treasurer    2002    $35,000     N/A         N/A           N/A          N/A

                                      42


Loren
Moll,
Director     2002     $-0-       N/A         N/A           N/A          N/A

Anthony
N. DeMint
Prior
officer &
director     2002     $-0-       N/A         N/A           N/A          N/A


        EXECUTIVE OFFICER/DIRECTOR OPTION GRANTS IN LAST FISCAL YEAR

                              Percent of
               Number of        total
              securities       options
              underlying      granted to     Exercise or
                options      employees in    base price
Name            granted      fiscal year      ($/Share)     Expiration Date

Paul           1,250,000         100%           $0.50         December 19,
Branagan                                         to               2005
                                                $2.50

             AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION VALUES

                                            Number of
               Shares                       Securities
              acquired                      underlying          Value of
                 on          Value         unexercised         unexercised
              exercise     Realized     options at fiscal      options at
Name             (#)          ($)            year-end        fiscal year-end

Paul
Branagan         -0-          -0-           1,250,000              -0-

Employment Agreement

     On December 19, 2002, Petrol and Paul Branagan entered into an
employment agreement.  The term of employment is three (3) years.  Mr.
Branagan serves as the sole officer and as a director of Petrol.  Mr.
Branagan shall receive a base salary of $135,000 per annum for the first year
of employment, increasing to $160,000 per annum for the second and third year
of his employment. In addition to the cash compensation earned by Mr.
Branagan, Petrol granted Mr. Branagan an option to purchase shares of
Petrol's common stock according to the following:

            Number of Shares Purchasable         Price Per Share
                      250,000                         $0.50
                      250,000                         $1.00
                      250,000                         $1.50
                      250,000                         $2.00
                      250,000                         $2.50

     The  options  are  exercisable  at any time  and  expire  on  the  third
anniversary  of  issuance  or the termination of  Mr.  Branagan's  employment
agreement.

Compensation Committee

     We do not currently have a compensation committee of the board of
directors. However, the board of directors intends to establish a

                                      44


compensation committee, which is expected to consist of three inside
directors and two independent members.  Until a formal committee is
established our entire board of directors will review all forms of
compensation provided to the executive officers, directors, consultants and
employees of Petrol including stock compensation and loans.

Director Compensation and Other Arrangements

     Directors of Petrol who are not employees receive compensation of $1,000
for each meeting of the board, as well as travel expenses if required.  From
time to time, certain directors who are not employees may receive grants of
options to purchase shares of our common stock.

Stock Option Plan and Non-Employee Directors' Plan

     The following description applies to the stock option plan which we
adopted in December of 2002; 2,050,000 options have been granted as of the
date of this prospectus.

     We have reserved for issuance an aggregate of 3,000,000 shares of common
stock under our 2002/2003 Stock Option Plan and Non-Employee Directors' Plan.
These plans are intended to encourage directors, officers, employees and
consultants to acquire ownership of common stock.  The opportunity so
provided is intended to foster in participants a strong incentive to put
forth maximum effort for our continued success and growth, to aid in
retaining individuals who put forth such efforts, and to assist in attracting
the best available individuals to us in the future.

Stock Option Plan

     Officers (including officers who are members of the board of directors),
directors (other than members of the stock option committee to be established
to administer the stock option plan and the directors' plan) and other
employees and consultants and its subsidiaries (if established) will be
eligible to receive options under the planned stock option plan.  The
committee will administer the stock option plan and will determine those
persons to whom options will be granted, the number of options to be granted,
the provisions applicable to each grant and the time periods during which the
options may be exercised.  No options may be granted more than ten years
after the date of the adoption of the stock option plan.

     Non-qualified stock options will be granted by the committee with an
option price equal to the fair market value of the shares of common stock to
which the non-qualified stock option relates on the date of grant.  The
committee may, in its discretion, determine to price the non-qualified option
at a different price.  In no event may the option price with respect to an
incentive stock option granted under the stock option plan be less than the
fair market value of such common stock to which the incentive stock option
relates on the date the incentive stock option is granted.

     Each option granted under the stock option plan will be exercisable for
a term of not more than ten years after the date of grant.  Certain other
restrictions will apply in connection with this plan when some awards may be
exercised.  In the event of a change of control (as defined in the stock
option plan), the date on which all options outstanding under the stock
option plan may first be exercised will be accelerated.  Generally, all
options terminate 90 days after a change of control.

                                      45



Option Grants

     The board of directors adopted our 2002/2003 stock option plan pursuant
to which incentive stock options or nonstatutory stock options to purchase up
to 3,000,000 shares of common stock may be granted to employees, directors
and consultants. Pursuant to the plan we granted stock options as follows:

   Date Granted        Exercise Price Per Share        Number of Shares

December 19, 2002
           Granted          $0.50 to $2.50                        1,350,000
         Exercised                 -                                    -0-
         Cancelled                 -                                    -0-

December 27, 2002
           Granted               $0.50                              700,000
         Exercised                 -                                    -0-
         Cancelled                 -                                    -0-

Total outstanding           $0.50 to $2.50                        2,050,000

                       SHARES ELIGIBLE FOR FUTURE SALE

     Prior to this offering, there has been no public market for our common
stock.  Future sales of substantial amounts of common stock in the public
market could adversely affect market prices prevailing from time to time.
Furthermore, since only a limited number of shares will be available for sale
shortly after this offering because of restrictions on resale, sales of
substantial amounts of our common stock in the public market after the
restrictions lapse could adversely affect the prevailing market price and our
ability to raise equity capital in the future.

     Upon completion of this offering, we will have outstanding an aggregate
of 19,896,993 shares of common stock, assuming:

          *    the maximum offering of 5,000,000 shares is achieved,
          *    no exercise by NIO Fund Investments Management Limited
               of up $3,500,000 of our common stock pursuant to
               warrants outstanding as of the date of this prospectus;
               and
          *    no exercise of options to purchase 2,050,000 shares of
               common stock outstanding as of the date of this
               prospectus.

     Of these shares, the 5,000,000 shares of common stock sold in this
offering will be freely tradable without restriction or further registration
under the Securities Act, unless the shares are purchased by our "affiliates"
as that term is defined in Rule 144 under the Securities Act.  The remaining
14,896,993 shares of common stock held by our existing stockholders are
"restricted securities" as that term is defined in Rule 144 under the
Securities Act.  Restricted shares may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule
144 promulgated under the Securities Act.  As a result of the provisions of
Rule 144, additional shares will be available for sale in the public market
as follows:

                                      46



          *    no restricted shares will be eligible for immediate sale
               on the date of this prospectus;
          *    the remainder of the restricted shares will be eligible
               for sale from time to time thereafter upon expiration of
               their respective one-year holding periods, subject to
               restrictions on sales by affiliates and other vesting
               provisions.

     In general, under Rule 144 as currently in effect, beginning 90 days
after the Effective Date, an affiliate of Petrol, or person (or persons whose
shares are aggregated) who has beneficially owned restricted shares for at
least one year will be entitled to sell in any 90 day period a number of
shares that does not exceed the greater of:

          *    one percent (1%) of the then outstanding shares of our
               common stock; or
          *    the average weekly trading volume of our common stock on
               the OTC:BB during the four calendar weeks immediately
               preceding the date on which notice of the sale is filed
               with the SEC.

     Sales pursuant to Rule 144 are subject to requirements relating to
manner of sale, notice, and the availability of current public information
about us.  A person (or persons whose shares are aggregated) who is not
deemed to have been an affiliate of Petrol at any time during the 90 days
immediately preceding the sale and who has beneficially owned restricted
shares for at least two years is entitled to sell these shares under Rule
144(k) without regard to the resale limitations.

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                   ON ACCOUNTING AND FINANCIAL DISCLOSURE

     On August 20, 2002, G. Brad Beckstead CPA was dismissed as our
independent accountant and we concurrently engaged the services of Weaver &
Martin, LLP of Kansas City, Missouri to provide an audit of our financial
statements for the year ended December 31, 2002.

     The change in accountants did not result from any dissatisfaction with
the quality of professional services rendered by G. Brad Beckstead CPA, as
our independent accountant. This is a change in accountants recommended by
our management and approved by our board of directors.

     The audit reports issued by G. Brad Beckstead CPA, with respect to our
financial statements for December 31, 2001 and December 31, 2000 did not
contain an adverse opinion or disclaimer of opinion, and were not qualified
as to uncertainty, audit scope or accounting principles.

     Prior to their engagement on August 20, 2002, we did not consult with,
or receive advice from, Weaver & Martin regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.

     During  the  two  most  recent fiscal years and any  subsequent  interim
period through August 20, 2002, there were no disagreements between us and G.
Brad  Beckstead  CPA,  on any matter of accounting principles  or  practices,
financial  statement  disclosure  or  auditing  scope  or  procedure,   which
disagreements, if not resolved to the satisfaction of G. Brad Beckstead  CPA,
would  have  caused  him  to make a reference to the subject  matter  of  the
disagreement in connection with his audit report.

                                      47


                            FINANCIAL STATEMENTS

                          PETROL OIL AND GAS, INC.

                        INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT ACCOUNTANTS                             F-1
BALANCE SHEET                                                 F-2
STATEMENT OF OPERATIONS                                       F-3
STATEMENT OF CASH FLOWS                                       F-4
STATEMENT OF SHAREHOLDERS' DEFICIT                            F-5
NOTES TO FINANCIAL STATEMENTS                              F-6-16

                                    48


                      REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders of Petrol Oil & Gas, Inc.:

     We  have  audited the balance sheets of Petrol Oil & Gas Inc.  (formerly
known as Euro Technology Outfitters), as of December 31, 2002 and 2001and the
related  statements of operations, shareholders' equity, and cash  flows  for
the  years  then  ended.  These financial statements are the responsibility
of  the Company's management.  Our responsibility is to express an opinion
on  these financial statements based on our audits.

     We  conducted our audits in accordance with auditing standards generally
accepted  in  the United States.  Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial   statements,  assessing  the  accounting   principles   used   and
significant  estimates  made  by  management,  and  evaluating  the   overall
financial  statement  presentation.  We believe that  our  audit  provides  a
reasonable basis for our opinion.

     In  our  opinion,  the financial statements referred  to  above  present
fairly, in all material respects, the financial position of Petrol Oil & Gas,
Inc.  at  December 31, 2002 and 2001 and the results of their  operations and
their  cash  flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

     The  accompanying financial statements have been prepared assuming  that
the  Company will continue as a going concern. As discussed in Note 2 to  the
financial statements, the Company has no established source of revenue.  This
raises  substantial doubt about its ability to continue as a  going  concern.
Management's plans in regard to these matters are also described in  Note  2.
The  financial  statements do not include any adjustments that  might  result
from the outcome of this uncertainty.





                                             WEAVER & MARTIN, LLC

Kansas City, Missouri

March 14, 2003


                                  F-1




                           Petrol Oil & Gas, Inc.
               (Formerly known as Euro Technology Outfitters)
                        (A Development Stage Company)
                                Balance Sheet

                                     March 31, 2003       December 31,
                                      (unaudited)       2002         2001
Assets
                                                          
Current assets:
  Cash                               $      89,098    $  161,836    $     --
                                     -------------    ----------    --------
Oil and gas properties using full
cost accounting:
  Properties not subject to                539,048       282,956          --
amortization
                                     -------------    ----------    --------
                                           628,146       444,792          --
                                     =============    ==========    ========
Liabilities and shareholders'
equity
Current liabilities:
  Accounts payable                         121,058       109,969          --
  Due to officer                            36,250        25,000          --
                                     -------------    ----------    --------
     Total current liabilities             157,308       134,969          --
                                     -------------    ----------    --------
Contingencies and commitments

Shareholders' equity:
  Preferred stock, $.001 par,                                  --          --
authorized 10,000,000 shares; no
shares issued
  Common stock, $.001 par,                   13,557        13,152       6,454
authorized 100,000,000 shares;
13,556,993, 13,151,993 and
6,476,240 issued and outstanding at
March 31, 2003, December 31, 2002,
and 2001
  Stock for services not issued            125,000       107,500          --
220,000 and 215,000
   shares at March 31, 2003 and
December 31, 2002
  Additional paid in capital             1,188,465       898,870          --
  Deficit accumulated under the          (856,184)     (709,699)     (6,454)
development stage
                                     -------------    ----------    --------
                                           470,838       309,823          --
                                     -------------    ----------    --------
                                     $     628,146    $  444,792    $     --
                                     =============    ==========    ========


                     See notes to financial statements.
                                    F-2





                           Petrol Oil & Gas, Inc.
               (Formerly known as Euro Technology Outfitters)
                        (A Development Stage Company)
                           Statement of Operations

                       Three Months                              March 3,
                           Ended                                   2000
                         March 31,    Year Ended December 31,   (inception)
                           2003                                     to
                                                               March 31, 2003
                        (unaudited)      2002        2001       (unaudited)
                                                   
Revenue:                $          -   $      --    $      --   $         --
                                   -
                        ------------   ---------    ---------   ------------
Professional and              85,495     639,508           --        725,002
consulting fees
Salary                        33,750      42,738           --         76,488
Travel                         7,065      10,480           --         17,545
Miscellaneous expense         20,175      10,519          349         37,149
                        ------------   ---------    ---------   ------------
Net loss                $   (146,485)  $(703,245)   $   (349)   $  (856,184)
                        ============   =========    =========   ============


Basic and diluted
earnings per share      $     (0.01)   $  (0.08)   $       --   $     (0.12)
                        ============   =========   ==========   ============
Weighted shares
outstanding               13,223,882   8,338,208    6,454,360      7,210,255
                        ============   =========   ==========   ============



                     See notes to financial statements.

                                        F-3






                           Petrol Oil & Gas, Inc.
               (Formerly known as Euro Technology Outfitters)
                        (A Development Stage Company)
                      Statement of Shareholders' Equity


                                                               Additional
                                Common Stock                    Paid-in
                      Per Share   Shares      Amount            Capital
                                                 
March 3, 2000
(inception)           $  0.001   5,000,000   $     5,000      $          --

Net loss from
inception
 to December 31, 2000                  --            --                  --
                                ---------    ----------   -----------------

Balance December 31,            5,000,000         5,000                  --
2000

January 1, 2001
issued for debt paid
 by the shareholder      0.001  1,405,000         1,405                  --
of company stock

April 1, 2001 issued
for debt paid by
 the shareholder of      0.001     22,060            22                  --
company stock

July 1, 2001 issued
for debt paid by
 the shareholder of      0.001     13,240            13                  --
company stock

October 1, 2001
issued for debt paid
 by the shareholder      0.001     14,060            14                  --
of company stock

Net loss for the year
ended
 December 31, 2001                     --            --                  --
                                ---------    ----------   -----------------

Balance December 31,            6,454,360         6,454                  --
2001

July 1, 2002 issued
for debt paid by
 the shareholder of      0.001     21,880            22                  --
company stock

Stock contributed to
capital by the
 shareholder of          0.001 (5,826,240)       (5,826)               5,826
company stock

Stock issued in an       0.001 10,918,300         10,918              39,662
asset purchase

Stock sold               0.538    883,693           884             474,712

Stock for services       0.500         --            --                  --
not issued

Stock issued for         0.500    700,000           700             349,300
services

Options issued for
services
 Includes $7,738
value of options for
 president of the                      --            --              29,370
company

Net loss for the year
ended
 December 31, 2002                     --            --                  --
                                ---------    ----------   -----------------

Balance December 31,           13,151,993      $ 13,152           $ 898,870
2002
                                =========    ==========   =================

                                         F-4





                           Petrol Oil & Gas, Inc.
               (Formerly known as Euro Technology Outfitters)
                        (A Development Stage Company)
                      Statement of Shareholders' Equity
                                 (Continued)

                       Stock For         Deficit
                        Services       Accumulated            Total
                       Not Issued        During           Shareholders'
                                       Development       Equity (Deficit)
                                          Stage
                                                
March 3, 2000          $        -    $             --       $         5,000
(inception)                     -

Net loss from
inception
 to December 31, 2000          --             (6,105)               (6,105)
                       ----------    ----------------   -------------------
                                -
Balance December 31,           --             (6,105)               (1,105)
2000

January 1, 2001
issued for debt paid
 by the shareholder            --                  --                 1,405
of company stock

April 1, 2001 issued
for debt paid by
 the shareholder of            --                  --                    22
company stock

July 1, 2001 issued
for debt paid by
 the shareholder of            --                  --                    13
company stock

October 1, 2001
issued for debt paid
 by the shareholder            --                  --                    14
of company stock

Net loss for the year
ended
 December 31, 2001             --               (349)                 (349)
                       ----------    ----------------   -------------------

Balance December 31,           --             (6,454)                    --
2001

July 1, 2002 issued
for debt paid by
 the shareholder of            --                  --                    22
company stock

Stock contributed to
capital by the
 shareholder of                --                  --                    --
company stock

Stock issued in an             --                  --                50,580
asset purchase

Stock sold                     --                  --               475,596

Stock for services        107,500                  --               107,500
not issued

Stock issued for               --                  --               350,000
services

Options issued for
services
 Includes $7,738
value of options for
 president of the              --                  --                29,370
company

Net loss for the year
ended
 December 31, 2002             --           (703,245)             (703,245)
                       ----------    ----------------   -------------------

Balance December 31,   $  107,500         $ (709,699)         $     309,823
2002
                       ----------    ----------------   -------------------




                     See notes to financial statements.

                                          F-4



                           Petrol Oil & Gas, Inc.
               (Formerly known as Euro Technology Outfitters)
                        (A Development Stage Company)
                           Statement of Cash Flows

                           Three Months                          March 3,
                              Ended            Year Ended          2000
                          March 31, 2003      December 31,      (inception)
                                                                    to
                                                               March 31, 2003
                           (unaudited)       2002       2001    (unaudited)
                                                   
Operating activities:
    Net loss             $     (146,485)  $(703,245)   $ (349)  $  (856,184)

Adjustments to
reconcile net income to
net cash used in
 operating activities
Stock and options issued
for services                      45,000    486,870         --       531,870
    Change in assets
and liabilities-
     Accounts payable             11,089     20,589         --        31,678
     Due to officer               11,250     25,000    (1,105)        36,250
                         ---------------  ---------    -------  ------------
     Cash used in               (79,146)  (170,786)    (1,454)     (256,386)
operating activities
                         ---------------  ---------    -------  ------------
Investing activities:
  Additions to oil &           (256,092)  (142,995)         --     (399,087)
gas property not
subject to amortization
                         ---------------  ---------    -------  ------------
     Cash used in              (256,092)  (142,995)         --     (399,087)
investing activities
                         ---------------  ---------    -------  ------------
Financing activities:
  Stock issued for debt               --         21      1,454         6,475
paid by shareholder of
Company stock
  Stock sold                     262,500    475,596         --       738,096
                         ---------------  ---------    -------  ------------
     Cash provided from          262,500    475,617      1,454       744,571
financing activities
                         ---------------  ---------    -------  ------------

(Decreased) Increase
  in cash                       (72,738)    161,836         --        89,098

Beginning cash                   161,836         --         --            --
                         ---------------  ---------    -------  ------------
Ending cash              $        89,098  $ 161,836    $    --  $     89,098
                         ===============  =========    =======  ============
Supplemental cash flow
information:
  Interest paid          $            --  $      --    $    --  $         --
                         ===============  =========    =======  ============
  Income taxes paid      $            --  $      --    $    --  $         --
                         ===============  =========    =======  ============
Non cash financing
activities:
  Stock issued for       $            --  $  50,580    $    --  $     50,580
assets acquired
                         ===============  =========    =======  ============
  Addition to oil & gas
property not subject to
amortization
   and accounts payable               --     89,381         --        89,381
assumed in asset
purchase
                         ===============  =========    =======  ============
  Stock contributed to                --      5,826         --         5,826
paid in capital
                         ===============  =========    =======  ============
  Stock and options               27,500    379,370         --       406,870
issued for services
                         ===============  =========    =======  ============
  Stock for services              45,000    107,500         --       125,000
not issued
                         ===============  =========    =======  ============


                     See notes to financial statements.

                                          F-5


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

NOTE 1 -  SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation

          The  Company  is  currently  a development  stage  enterprise
          reporting  under  the  provisions of Statement  of  Financial
          Accounting Standards ("SFAS") No. 7.

          The interim period statements for the period ended March 31,
          2002 were not presented due to lack of any operations.

          Organization and business

          On  March  3,  2000  Euro  Technology Outfitters  (Euro)  was
          incorporated  in Nevada.  Euro was a reporting  public  shell
          with no business activity.  On August 19, 2002 Euro acquired,
          in  an  asset purchase agreement, land leases and accumulated
          expenditures and assumed liabilities from Petrol Energy, Inc.
          Petrol  Energy, Inc. received 10,918,300 shares of  Euro  and
          transferred  into Euro property leases that the Company  will
          use  for  the  development and exploration of oil,  gas,  and
          methane.   This  transaction was recorded based  on  one-year
          land  lease  payments totaling $50,580 made by Petrol  Energy
          Inc.  that hadn't been amortized. The par value of  the  Euro
          shares issued was $10,918 and additional paid-in capital  was
          $39,662.    Also  recorded  were  accounts  payable  totaling
          $89,381 which represented costs relating to expenditures made
          by  Petrol  Energy on the leased properties acquired  by  the
          Company.   The  total  asset value for this  transaction  was
          $139,961  and was recorded in the oil & gas properties  using
          full  cost  accounting-properties not subject to amortization
          account.  The transaction was recorded in this manner because
          the  fair  market value of the lease costs and payables  were
          determined  to  be the fair market value of the  shares  that
          were issued.

          On  August  20,  2002, the Company amended  its  Articles  of
          Incorporation   changing  its  name  from   Euro   Technology
          Outfitters  to  Petrol Oil and Gas, Inc.  and  increased  its
          authorized  capital  stock to 100,000,000  shares  of  Common
          Stock  $0.001  par value and, 10,000,000 shares of  Preferred
          Stock $0.001 par value.

          Fair value of financial instruments

          The carrying amounts of cash and notes payable to an Officer
          approximates fair value because of the short-term natures of
          these items.

                                      F-6




                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          Loss per share

          Basic  and  diluted loss per share was computed in accordance
          with  Statement  of Financial Accounting Standards  No.  128.
          Basic  loss  per share is computed by dividing the  net  loss
          available to common shareholders (numerator) by the  weighted
          average of common shares outstanding (denominator) during the
          period  and  excludes the potentially diluted common  shares.
          Diluted  net  loss  per share gives effect to  all  potential
          diluted  common  shares outstanding  during  a  period.   The
          effect  of  dilutive  securities were  not  included  in  the
          calculation of diluted earnings per share because  to  do  so
          would have been anti-dilutive.

          Use of Estimates

          The  preparation  of financial statements in conformity  with
          United   States  generally  accepted  accounting   principles
          requires  management to make estimates and  assumptions  that
          affect  the  reported amounts of assets and  liabilities  and
          disclosure of contingent assets and liabilities at  the  date
          of  the  financial  statements and  the  reported  amount  of
          revenues  and  expenses during the reporting period.   Actual
          results could differ from those estimates.

          Cash and cash equivalents

          Cash   and  cash  equivalents  include  cash  in  banks   and
          certificates of deposit which mature within three  months  of
          the date of purchase.

          Oil and gas properties

          The  Company  follows the full cost method of accounting  for
          oil  and  gas properties.  Accordingly, all costs  associated
          with acquisition, exploration, and development of oil and gas
          reserves,  including  directly  related  overhead  costs  and
          interest, are capitalized.

          All  capitalized costs included in the estimated future costs
          to develop proved reserves, will be amortized on the unit-of-
          production   method  using  estimates  of  proved   reserves.
          Investments  in  unproved properties  and  major  development
          projects  are not amortized until proved reserves  associated
          with  the  projects  can be determined  or  until  impairment
          occurs.   If  the result of an assessment indicate  that  the
          properties  are  impaired, the amount of  the  impairment  is
          added to the capitalized costs to be amortized.

                                      F-7


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          In  addition, the capitalized costs are subject to a "ceiling
          test," which basically limits such costs to the aggregate  of
          the  "estimated present value," discounted at a 10%  interest
          rate  of  future net revenues from proved reserves, based  on
          current economic and operating conditions, plus the lower  of
          cost or fair market value of unproved properties.

          Sales of proved and unproved properties are accounted for  as
          adjustments  of  capitalized  costs  with  no  gain  or  loss
          recognized, unless such adjustments would significantly alter
          the   relationship  between  capitalized  costs  and   proved
          reserves  of oil and gas, in which case the gain or  loss  is
          recognized as income.

          Abandonment's of properties are accounted for as  adjustments
          of capitalized costs with no loss recognized.

          Long-lived assets

          Long-lived  assets to be held and used or disposed  of  other
          than  by sale are reviewed for impairment whenever events  or
          changes  in  circumstances indicate that the carrying  amount
          may not be recoverable.

          Stock based compensation
          The  Company accounts for stock issued for services  by  non-
          employees  based on the fair value of the issued stock  using
          as a price per share the most recent stock sale.  The Company
          accounts  for  stock  options issued  for  services  by  non-
          employees  based  on  the  fair  value  of  the  options   as
          determined  by  the Black-Scholes pricing model.  The  Black-
          Scholes  pricing model determines the fair value  of  options
          based  on  certain  assumptions.  The  assumptions  are   the
          interest  rates of comparable term U S Treasury  obligations,
          the  number  of day the option has to expiration, the  option
          strike price, the price, dividend yield and volatility of the
          company  stock.  In calculating the fair value of the options
          issued in the period ending December 31, 2002 the price  used
          for  company  stock was the most recent  sale  of  stock.   A
          company  is  considered to be a public company as defined  by
          SFAS 123 when the company files a registration statement.  As
          a public company actual or estimated volatility rates must be
          used.  Until the company is considered to be a public company
          a  volatility  rate  of zero can be used.  Petrol  filed  its
          registration  statement  after  December  31,   2002   so   a
          volatility rate of zero was used in the calculation  of  fair
          value  for  all options issued in these financial statements.
          Any future issues of options will have a volatility rate that
          is  based on the actual rate experienced or an estimated rate
          if the stock is not trading on any exchange.

                                      F-8


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS


          The  cost  of stock and options issued for services  to  non-
          employees are charged to expense on the date an agreement  to
          provide  services  is signed and the stock  and  options  are
          earned.  This cost can be amortized to expense over the  life
          of   an  agreement  to  provide  services  if  there   is   a
          quantifiable  way  to determine that the services  are  being
          performed  ratably over the contract period.   All  contracts
          for services entered into by the Company for the period ended
          December 31, 2002 were charged completely to expense  at  the
          date the contracts were signed because these equity
          instruments were fully vested and nonforfeitable.

          The  Company accounts for its stock option plan in accordance
          with  the  provisions of SFAS No. 123. "Accounting for  Stock
          Based  Compensation".   SFAS  No  123  permits  entities   to
          recognize  as expense over the vesting period the fair  value
          of   all  stock-based  awards  on  the  date  of  the  grant.
          Alternatively, SFAS No. 123 also allows entities to apply the
          provisions of Accounting Principles Board ("APB") Opinion No.
          25,  "Accounting for Stock Issued to Employees", and  related
          interpretations  and provide pro forma  net  income  and  pro
          forma  earnings  per  share disclosures  for  employee  stock
          option  grants as if the fair-value-based method  defined  in
          SFAS  No.  123 had been applied.  The Company has elected  to
          apply  the provisions of APB No. 25 and when required provide
          the pro forma disclosure provisions of SFAS No. 123.

          The  Company  uses  the  "intrinsic value-based  method"  for
          measuring  the  cost of compensation paid in  Company  common
          stock.   This method defines the Company's cost as the excess
          of the stock's market value at the time of the grant over the
          amount that the employee is required to pay.

          Recent accounting pronouncements

          In  November  2002, the Financial Accounting Standards  Board
          (FASB)   issued  FASB  Interpretation  No.  45   ("FIN   45")
          "Guarantor's  Accounting  and  Disclosure  Requirements   for
          Guarantees, Including Guarantees of Indebtedness of  Others."
          FIN  45  requires  that upon issuance  of  a  guarantee,  the
          guarantor  must recognize a liability for the fair  value  of
          the   obligation  it  assumes  under  that  guarantee.    The
          disclosure  provisions of FIN 45 are effective for  financial
          statements  of  interim  or annual  periods  that  end  after
          December 15, 2002.  The provision for initial recognition and
          measurement  are  effective  on  a  prospective   basis   for
          guarantees  that  are issued or modified after  December  31,
          2002,  irrespective of a Guarantor's year-end.  The  adoption
          of  FIN 45 by the Company during the quarter ended March  31,
          2003 will not have a material impact on its current financial
          position and results of operations.

                                      F-9


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          In  December  2002, the FASB issued SFAS No. 148, "Accounting
          for  Stock-Based Compensation, Transition and Disclosure,  an
          Amendment  of FAS No. 123."  SFAS No. 148 provides additional
          transition  guidance  for  those  entities  that   elect   to
          voluntarily adopt the accounting provisions of SFAAS No. 123.
          SFAS  No.  148 also requires that entities that  continue  to
          account   for  stock-based  compensation  awards  using   the
          intrinsic  value  method of APB No. 25 will  be  required  to
          provide more prominent disclosures than currently required by
          SFAS   123,   including  disclosures  in  interim   financial
          statements.  The transition and annual disclosure  provisions
          of  SFAS No. 148 are effective for fiscal years ending  after
          December 15, 2002.  The new interim disclosure provisions are
          effective  for  the  first  interim  period  beginning  after
          December 15, 2002.  The Company will continue to account  for
          employee  stock-based  compensation under  APB  No.  125  and
          related  interpretations.  The Company will adopt the  annual
          disclosure requirements in its financial statements  for  the
          year  ended  December  31, 2003, and the  interim  disclosure
          requirements  beginning in its financial statements  for  the
          quarter ended March 31, 2003.

NOTE 2 -  GOING CONCERN

          The  Company's  financial statements are prepared  using  the
          generally  accepted  accounting principles  applicable  to  a
          going  concern, which contemplates the realization of  assets
          and  liquidation  of  liabilities in  the  normal  course  of
          business.  The ability of the Company to continue as a  going
          concern  is  dependent upon the ability in its  endeavors  to
          seek  additional sources of capital, and in attaining  future
          profitable  operations.  Management is  currently  initiating
          their  business plan and in the process of raising additional
          capital.   The  accompanying  financial  statements  do   not
          include  any adjustments that might be necessary  should  the
          company be unable to continue as a going concern.

NOTE 3 -  SHAREHOLDERS' EQUITY

          Common stock

          The  aggregate  number  of shares of common  stock  that  the
          Company has authority to issue is 100,000,000 shares at a par
          value  of $0.001.  As of December 31, 2002, 13,151,993 shares
          were issued and outstanding.  However, there is an additional
          215,000  shares of stock for services not issued at  December
          31, 2002.

                                      F-10




                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          Preferred stock

          The  aggregate number of shares of preferred stock  that  the
          Company has authority to issue is 10,000,000 shares at a  par
          value  of  $0.001.   As of December 31, 2002,  no  shares  of
          preferred stock were issued.

          Stock Issuance's

          At  inception, the Company issued 5,000,000 shares of  common
          stock.   During the period from inception to August 19,  2002
          the  Company issued an additional 1,476,240 shares of  common
          stock  in exchange for liabilities paid by a shareholder.  On
          August 21, 2002, a shareholder contributed to paid in capital
          5,826,240 shares of Company stock

          On  August  19, 2002, the Company executed an Asset  Purchase
          Agreement,  whereby the Company issued 10,918,300  shares  of
          its  restricted  common stock (See Note  1  organization  and
          business).

          On  August  19, 2002, the Company entered into  a  letter  of
          intent  with  NIO Funds Investment Management  Limited  (NIO)
          whereby  NIO would exclusively raise funds throughout  Europe
          and  invest in Petrol.  A fee of 2% will be charged  for  all
          funds  raised and will be netted against the amount  sent  to
          Petrol.   The  funds raised will be used to  purchase  up  to
          750,000 restricted shares of common stock at a price of  $.50
          per  share  and an additional 250,000 shares at  a  price  of
          $.75  per  share.  In addition, the Company granted  NIO  the
          privilege  of  purchasing  additional  shares  of  restricted
          common  stock of Petrol in the amount of $500,000  per  month
          for  the  months  of  March, April,  May,  June,  August  and
          November  of 2003 and January of 2004.  The price  per  share
          would be at a discount of 12.5% of the market price of Petrol
          shares  that  were being traded on any exchange or  over-the-
          counter  but  not less than $.875 per share.   There  was  no
          value  assigned to the ability to invest in the Company based
          on the Black-Scholes pricing model.  NIO raised a net capital
          amount of $475,596 and 883,693 shares were issued.

          The  Board of Directors on December 16, 2002 adopted the 2002
          stock option plan for 3,000,000 shares.

                                      F-11


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          The Company entered into a land services consulting agreement
          on  December  27, 2002 with Lawrence Kehoe, Cody  Felton  and
          Russell Frierson.  The term of the agreement is for one year.
          Mr.  Kehoe  and Mr. Felton received as consideration  325,000
          shares  each  of  Company  stock and  325,000  stock  options
          allowing them to purchases shares of Company stock at a price
          of  $.50  per  share  with a three year life.   Mr.  Frierson
          received 50,000 shares of Company stock and 50,000 options to
          purchase  Company stock at a price of $.50 per  share  for  a
          three year life.  The value assigned to the stock issued  was
          $350,000 and was charged to professional fee expense  on  the
          date  the  agreements were signed and the stock  was  earned.
          The  value  of  the  options using the Black-Scholes  pricing
          model was $20,086 using the following assumptions:

                         Interest rate            1.97%
                         Days to expiration       1095
                         Strike Price             $.50
                         Stock price              $.50
                         Volatility               0%
                         Yield                    0%

          The  options  value was charged to professional  fee  expense
          with an offset to paid-in capital.

          The Company entered into an employment agreement with Paul
          Branagan on August 20, 2002.  The three-year agreement
          provided for compensation at $11,250 per month for year 1 and
          $13,333 per month for years 2 and 3.  Recorded as a payable
          to Officer is $25,000, which represents the amount that
          hasn't been paid to Mr. Branagan as of December 31, 2002.
          Mr. Branagan also received 1,250,000 options.  The options
          have a three year life and 250,000 are exercisable at $.50
          per share; 250,000 are exercisable at $1.00 per share;
          250,000 exercisable at $1.50 per share; 250,000 exercisable
          at $2.00 per share and 250,000 exercisable at $2.50 per
          share.  The value of the options using the Black-Scholes
          pricing model was $7,738 which was recorded as salary and
          additional paid in capital.  The assumptions used are as
          follows:

               Interest rate            2.13%
               Days to expiration       1095
               Stock price              $.50
               Strike price             various $.50 to $2.50
               Volatility               0%
               Yield                    0%

                                      F-12

                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          The   Company  entered  into  a  geologist/technical  advisor
          consulting  agreement  on  December  1,  2002  with   William
          Stoeckinger.   The agreement is for a one year term  and  Mr.
          Stoeckinger  received 160,000 shares (subsequent to  December
          31, 2002) upon signing the agreement, 20,000 shares per month
          for  twelve  months, 50,000 options exercisable at  $.50  per
          share and 50,000 options exercisable at $1.00 per share for a
          three  year  period.  The value assigned  to  the  stock  for
          services  not  issued  was $80,000  and  was  recorded  as  a
          professional  fee  expense.  Mr. Stoeckinger  also  was  paid
          $4,055  during the year.  The value of the options using  the
          Black-Scholes pricing model was $1,548 which was recorded  as
          a  professional fee expense and additional paid  in  capital.
          The assumptions used are as follows:

                   Interest rate       2.13%
                   Days to expiration  1095
                   Stock price         $.50
                   Strike price        various $.50 to $2.50
                   Volatility          0%
                   Yield               0%

         The  Company entered into a retainer agreement for translation
          and  business  consulting on August  20th,  2002  with  Goran
          Blagojevic.  The agreement may be terminated at any  time  by
          either  party.  Mr. Blagojevic received 500,000  warrants  to
          acquire  Company stock at a price of $.75 per  share  over  a
          three  year  life. The value of the options using the  Black-
          Scholes pricing model was zero.  The assumptions used are  as
          follows:

                   Interest rate       2.15%
                   Days to expiration  1095
                   Stock price         $.50
                   Strike price        $.75
                   Volatility          0%
                   Yield               0%

          Mr. Blagojevic, on December 27, 2002 accepted 55,000 share of
          Company  stock as payment for an outstanding invoice totaling
          $27,500.   These shares were not issued at December 31,  2002
          and  the  amount  due was included in the account  stock  for
          services not issued.  Mr. Blagojevic also received $24,991 in
          professional fees in the year ended December 31, 2002.

                                      F-13


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

         A summary of stock options and warrants is as follows:

                                        Options   Warrants
         Outstanding at 1/1/02              0          0
         Granted                    2,050,000  4,500,000
         Cancelled                          0          0
         Exercised                          0          0
         Outstanding at 12/31/02    2,050,000  4,500,000

          The  average exercise price of the options are $1.12 and  the
          warrants are $.86


          The Company sold 350,000 shares of common stock during the
          quarter ended March 31, 2003 at a price of $.75 per share
          net of any costs associated with the sale.


          Pursuant to a consulting agreement with William Stoeckinger
          the Company owed Mr. Stoeckinger 20,000 shares for January,
          February and March of 2003.  The value assigned to the
          consulting fee was $.75 per share for a total expense of $45,000.
          The shares were not issued at March 31, 2003 and are recorded in
          the equity section as shares for services not issued.

          On January 26, 2003 the Company issued 55,000 shares to Goran
          Blagojevic which was previously recorded as stock for services
          not issued.  An amount totaling $55 was recorded as common stock
          and $27,445 was recorded as paid in capital.


          On February 6, 2003, the Company entered into a loan agreement
          with Cornerstone Bank, whereby Cornerstone provided the Company
          a line of credit in the amount of $250,000.  The Company pledged
          to Cornerstone all of its assets, including, but not limited to
          1,000,000 shares of $0.001 par value common stock to be held by
          Cornerstone until the loan was paid in full under the terms and
          conditions of the agreement. The Company paid off the loan on
          July 2, 2003 and the shares are in the process of being returned
          for cancellation.


NOTE 4 -  COMMITMENTS

          The  land  leases owned by the Company have payments past  due
          of  $7,240.  There is  $348,177 due by December 31, 2003, and
          $1,570 due by December 31, 2004.

                                      F-14


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

          On  November 15, 2002, the Company entered into a Service  and
          Water  Disposal  Agreement with two  companies,  whereby  the
          Company  will be provided with pumping services  as  well  as
          transportation of its produced water to a disposal well.  The
          Company  will  pay  $10.00 per day  for  each  well  that  is
          provided  with pumping services and will pay at the  rate  of
          $60.00  per hour for water hauling and $250.00 per month  for
          the use of the disposal well.

          On January 21, 2003 the Company entered into a lease agreement
          for office space. The term of the agreement is one year and
          rent is $300 per month.


NOTE 5 -  INCOME TAX

         Deferred income taxes are determined based on the tax effect
          of items subject to differences in book and taxable income.
          The only deferred tax item is the operations loss carry
          forward of approximately $703,245 which expires in 2017.

          The net deferred tax is as follows;

              Non-current asset for net
               loss carry forward             $239,000
               Valuation allowance            (239,000)
               Total deferred tax net            -

          A  reconciliation  of the previous for income  taxes  to  the
          stationary  federal  rate  for continuing  operations  is  as
          follows;

          Statutory tax rate    34.0%
          Valuation allowance  <34.0>
          Effective tax rate     0.0%

NOTE 6 -  RELATED PARTY TRANSACTIONS

          A shareholder (sole) of the Company paid debt (bills) of the
          Company from inception until July 2002 and received shares of
          the Company valued at par value.  The total shares issued
          including inception was 6,476,240 which represented
          approximately $6,476 of Company bills paid by the sole
          shareholder.  The shareholder later contributed back to the
          Company 5,826,240 shares at a par value of approximately
          $5,826.

          Included in accounts payable is an amount due the President
          of the Company for compensation.

                                      F-15


                          PETROL OIL AND GAS, INC.
                    (Formerly Euro Technology Outfitters)
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS


NOTE 7-   SUBSEQUENT EVENTS

          On April 17, 2003, 100,000 shares of Company stock was sold for
          $75,000 ($.75 per share).

          On July 2, 2003, the Company received a $400,000 loan from CPA
          Directed Investments. The interest rate on the loan is 10% per
          annum. The Company issued CPA 1,000,000 shares of common stock
          as collateral to be held by CPA until the loan is paid in full.
          Pursuant to the loan agreement, upon the occurrence and during
          a continuance of default, all remaining amounts of the loan
          shall, at the option of CPA, become immediately due and payable,
          and CPA may exercise at any time any rights and remedies
          available to it under applicable law of the State of Nevada. The
          loan is due and payable upon the earlier of; (i) 180 days from
          the date of the agreement, or (ii) within 30 days from closing of
          the Company's registered offering.

NOTE 8 -  SUPPLEMENTAL OIL AND GAS DISCLOSURE

         Oil and gas operations

         The  Company  currently has only begun preliminary exploration
          and  as  a  result has no revenue or production.  Capitalized
          costs  relating  to  oil  and  gas  producing  activities  at
          December 31, 2002 totaled $282,956 and was all classified  as
          properties   not   subject  to  amortization   for   unproven
          properties.

          The total cumulative and for the year ended December 31, 2002
          cost  of $282,956 is classified as follows- $141,187 in  cost
          relating   to   mineral  interest  and   property   (property
          acquisition   cost)  and  $141,769  in   cost   relating   to
          uncompleted  wells,  equipment  and  facilities  (exploration
          cost).  There  was  no cost allocated to  wells  and  related
          equipment and facilities and support equipment and facilities
          used in oil and gas producing activities (development costs).

                                  F-16


No  dealer, salesman or any other
person  has  been  authorized  to                  $5,000,000
give  any information or to  make
any   representation  other  than           Petrol Oil and Gas, Inc.
those    contained    in     this
prospectus and, if given or made,
such        information        or          ___________________, 2003
representation must not be relied
upon as having been authorized by
us.   This  prospectus  does  not
constitute an offer to sell or  a
solicitation of any offer to  buy
any   security  other  than   the
shares of common stock offered by
this  prospectus,  nor  does   it
constitute an offer to sell or  a
solicitation of any offer to  buy
the  shares of a common stock  by
anyone  in  any  jurisdiction  in
which  such offer or solicitation
is  not  authorized, or in  which
the  person making such offer  or
solicitation is not qualified  to
do  so, or to any person to  whom
it is unlawful to make such offer
or   solicitation.  Neither   the
delivery  of this prospectus  nor
any  sale  made hereunder  shall,
under  any  circumstances  create
any  implication that information
contained  in this prospectus  is
correct as of any time subsequent
to the date of this prospectus.


        DEALER PROSPECTUS
       DELIVERY OBLIGATION


Until  [ninety days from offering
effective   date],   2003,    all
dealers  that effect transactions
in  these securities, whether  or
not    participating   in    this
offering,  may  be  required   to
deliver a prospectus. This is  in
addition    to    the    dealers'
obligation    to    deliver     a
prospectus   when    acting    as
underwriters and with respect  to
their   unsold   allotments    or
subscriptions.
                                             _____________________
                                               TABLE OF CONTENTS
                                                                        Page
                                   Prospectus Summary.                    1
                                   Summary Financial Information.         3
                                   Glossary.                              4
                                   Risk Factors.                          7
                                   Use of Proceeds.                      18
                                   Determination of Offering Price.      19
                                   Dilution.                             19
                                   Plan of Distribution.                 20
                                   Legal Proceedings.                    21
                                   Directors, Executive Officers,
                                   Promoters and
                                       Control Persons.                  22
                                   Security Ownership of Beneficial
                                   Owners and Management .               22
                                   Description of Securities.            24
                                   Experts and Counsel.                  26
                                   Disclosure of Commission Position on
                                   Indemnification for Securities Act
                                   Liabilities.                          27
                                   Description of Business.              27
                                   Plan of Operation.                    34
                                   Description of Property.              39
                                   Certain Relationships and Related
                                   Transactions.                         42
                                   Market for Common Equity and Related
                                       Stockholder Matters.              43
                                   Dividends.                            43
                                   Executive Compensation.               43
                                   Shares Eligible for Future Sale.      46
                                   Changes in and Disagreements with
                                   Accountants.                          47
                                   Financial Statements.                 48
                                   Independent Auditors Report.          F-1
                                   Balance Sheet.                        F-2
                                   Statement of Operations.              F-3
                                   Statement of Stockholders' Equity     F-4
                                   Statement of Cash Flows .             F-5
                                   Notes to Financial Statements.        F-6



PART II:  INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     None  of our directors will have personal liability to us or any of  our
stockholders for monetary damages for breach of fiduciary duty as a  director
involving any act or omission of any such director since provisions have been
made  in the Articles of Incorporation limiting such liability. The foregoing
provisions shall not eliminate or limit the liability of a director  (i)  for
any  breach of the director's duty of loyalty to us or our stockholders, (ii)
for  acts  or  omissions  not  in good faith or,  which  involve  intentional
misconduct or a knowing violation of law, (iii) under applicable Sections  of
the  Nevada  Revised Statutes, (iv) the payment of dividends in violation  of
Section  78.300  of the Nevada Revised Statutes or, (v) for  any  transaction
from which the director derived an improper personal benefit.

     The  Bylaws provide for indemnification of the directors, officers,  and
employees  of  Petrol  Oil  and Gas, Inc. in most  cases  for  any  liability
suffered  by them or arising out of their activities as directors,  officers,
and employees of Petrol Oil and Gas, Inc. if they were not engaged in willful
misfeasance or malfeasance in the performance of his or her duties;  provided
that  in  the event of a settlement the indemnification will apply only  when
the  Board of Directors approves such settlement and reimbursement  as  being
for  the best interests of the Corporation. The Bylaws, therefore, limit  the
liability of directors to the maximum extent permitted by Nevada law (Section
78.751).

     Our  officers and directors are accountable to us as fiduciaries,  which
means  they are required to exercise good faith and fairness in all  dealings
affecting  us.  In the event that a stockholder believes the officers  and/or
directors  have  violated their fiduciary duties to us, the stockholder  may,
subject  to  applicable rules of civil procedure, be able to  bring  a  class
action  or  derivative  suit to enforce the stockholder's  rights,  including
rights  under  certain federal and state securities laws and  regulations  to
recover  damages  from and require an accounting by management.  Stockholders
who  have  suffered losses in connection with the purchase or sale  of  their
interest  in  Petrol  Oil  and  Gas, Inc. in connection  with  such  sale  or
purchase, including the misapplication by any such officer or director of the
proceeds  from  the  sale of these securities, may be able  to  recover  such
losses from us.

RECENT SALES OF UNREGISTERED SECURITIES

     Since inception (March 3, 2000) we issued and sold the following
unregistered securities:

Issuances to Officers and Directors

     On March 3, 2000, we issued Anthony N. DeMint, our former sole officer
and director, 5,000,000 shares of our common stock for services rendered.

      From  January 1, 2001 through April 1, 2002 we issued additional shares
of  our  common  stock  to Mr. DeMint at par value,  $0.001  per  share,  for
conversion of debt to equity for monies advanced by Mr. DeMint. The dates  of
the issuance and number of shares issued is as follows:

Date of issuance             Number of Shares

January 1, 2001                  1,405,000
April 1, 2001                     22,060
July 1, 2001                      13,240
October 1, 2001                   14,060
April 1, 2002                     21,880



     We believe that the issuances of the shares described above were exempt
from the registration and prospectus delivery requirements of the Securities
Act of 1933 by virtue of Section 4(2). Mr. DeMint, because of his position
with our company, was deemed to be an accredited investor, as such term is
defined in rule 501(a) of Regulation D promulgated under the Securities Act
of 1933. The shares were issued directly by us and did not involve a public
offering or general solicitation. There were no commissions paid on the
issuance of the shares.

     On December 19, 2002, we granted Paul Branagan, our president and
chairman, an option to purchase 1,250,000 shares of our common stock at
prices ranging from $0.50 to $2.50 per share. We believe that the grant of
the option was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2). Mr.
Branagan, because of his position with our company, was deemed to be an
accredited investor, as such term is defined in rule 501(a) of Regulation D
promulgated under the Securities Act of 1933.

Asset Purchase Agreement

     On August 19, 2002, we executed and Asset Purchase Agreement with Petrol
Energy, Inc., whereby we issued 10,918,300 shares of our restricted common
stock in exchange for certain assets and liabilities of Petrol Energy.  We
believe that the issuance of the shares was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2). The shares were issued directly by us and did not involve a
public offering or general solicitation. The recipient of the shares occupied
a privileged position with our company, due to its preexisting relationship
with Mr. DeMint, that afforded them an opportunity for effective access to
files and records of our company that contained the relevant information
needed to make their investment decision, including our financial statements
and 34 Act reports. We reasonably believed that the recipient, immediately
prior to issuing the shares, had such knowledge and experience in our
financial and business matters that they were capable of evaluating the
merits and risks of their investment.  The recipient's management had the
opportunity to speak with Mr. DeMint on several occasions prior to their
investment decision. There were no commissions paid on the issuance of the
shares.

Share Cancellation

     On August 21, 2002, Mr. DeMint cancelled 5,826,240 shares concurrent
with the asset purchase with Petrol Energy, Inc. for no consideration.

NIO Fund Sales

     From November 5, 2002 through December 2, 2002, we issued and sold a
total of 660,303 shares to NIO FUND Investment Management Limited for a total
purchase price of $330,151.25, all of which was paid in cash.  In addition to
the above sales to NIO, we issued NIO warrants to purchase up to $3,500,000
of our common stock at a 12.5% discount to market, however, not to be less
than $0.875 per share. The amount and expiration of each warrant is as
follows:

                 Amount                Expiration
                $500,000             March 31, 2003
                $500,000             April 30, 2003
                $500,000              May 31, 2003



                $500,000             June 31, 2003
                $500,000            August 31, 2003
                $500,000           November 30, 2003
                $500,000            January 31, 2004

     We believe that the issuance and sale of the shares and issuance of the
warrants were exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2),
Regulation D and/or Regulation S. The shares and warrants were issued
directly by us and did not involve a public offering or general solicitation.
NIO is an accredited investor as such term is defined in rule 501(a) of
Regulation D promulgated under the Securities Act of 1933. The recipient of
the shares and warrants was afforded an opportunity for effective access to
files and records of our company that contained the relevant information
needed to make its investment decision, including our financial statements
and 34 Act reports. We reasonably believed that the recipient, immediately
prior to issuing the shares and warrants, had such knowledge and experience
in our financial and business matters that it was capable of evaluating the
merits and risks of its investment.  The recipient had the opportunity to
speak with our management on several occasions prior to their investment
decision. There were no commissions paid on the issuance and sale of the
shares.

Issuances to Consultants

     On December 19, 2002, we issued William Stoeckinger 160,000 shares of
our common stock and granted him an option to purchase (i) 50,000 shares of
common stock at $0.50 per share and (ii) 50,000 shares of common stock at
$1.00 per share. The options are exercisable until December 19, 2004. We
believe that the issuance of the shares and grant of the option were exempt
from the registration and prospectus delivery requirements of the Securities
Act of 1933 by virtue of Section 4(2).

     On December 27, 2002, we issued 3 of our consultants a total of 700,000
shares of common stock and granted options to purchase up to 700,000 shares
of common stock at $0.50 per share as consideration for consulting services.
The options are exercisable for a period of 36 months. We believe that the
issuance of the shares and grant of the options were exempt from the
registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2).

     On December 30, 2002, we issued a warrant to Goran Blagojevic to
purchase up to 250,000 shares of common stock at $0.75 per share as partial
consideration for consulting services. The warrant is exercisable until July
1, 2003. We believe that the issuance of the warrant was exempt from the
registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2).

Other Issuances and Sales

     On December 27, 2002, we issued and sold a total of 88,390 shares of
common stock to 2 individual accredited investors for a total purchase price
of $44,195, all of which was paid in cash.  We believe that the issuance and
sale of the shares was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2),
Regulation D and/or Regulation S. The shares were issued directly by us and
did not involve a public offering or general solicitation. The recipients of
the shares were afforded an opportunity for effective access to files and
records of our company that contained the relevant information needed to make
their investment decision, including our financial statements and 34 Act
reports. We reasonably believed that the recipients, immediately prior to
issuing the shares, had such knowledge and experience in our financial and
business matters that they were capable of evaluating the merits and risks of
their investment.  The recipients had the opportunity to speak with our



management on several occasions prior to their investment decision. There
were no commissions paid on the issuance and sale of the shares.

     On December 30, 2002, we issued and sold a total of 135,000 shares of
common stock to an individual accredited investor for a total purchase price
of $101,250, all of which was paid in cash.  We believe that the issuance and
sale of the shares was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2),
Regulation D and/or Regulation S. The shares were issued directly by us and
did not involve a public offering or general solicitation. The recipient of
the shares was afforded an opportunity for effective access to files and
records of our company that contained the relevant information needed to make
its investment decision, including our financial statements and 34 Act
reports. We reasonably believed that the recipient, immediately prior to
issuing the shares, had such knowledge and experience in our financial and
business matters that it was capable of evaluating the merits and risks of
its investment.  The recipient had the opportunity to speak with our
management on several occasions prior to its investment decision. There were
no commissions paid on the issuance and sale of the shares.

Subsequent Issuances to Year-End

     On January 26, 2003, we issued 55,000 shares of common stock to a
consultant in exchange for services rendered to us amounting to $27,500. We
believe that the issuance of the shares was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2), Regulation D and/or Regulation S. The shares were issued
directly by us and did not involve a public offering or general solicitation.
The recipient of the shares was afforded an opportunity for effective access
to files and records of our company that contained the relevant information
needed to make their investment decision, including our financial statements
and 34 Act reports. We reasonably believed that the recipients, immediately
prior to issuing the shares, had such knowledge and experience in our
financial and business matters that they were capable of evaluating the
merits and risks of their investment.  The recipients had the opportunity to
speak with our management on several occasions prior to their investment
decision. There were no commissions paid on the issuance and sale of the
shares.

     On March 13, 2002, we issued and sold a total of 350,000 shares of
common stock to 4 individual accredited investors for a total purchase price
of $262,500, all of which was paid in cash.  We believe that the issuance and
sale of the shares was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2),
Regulation D and/or Regulation S. The shares were issued directly by us and
did not involve a public offering or general solicitation. The recipients of
the shares were afforded an opportunity for effective access to files and
records of our company that contained the relevant information needed to make
their investment decision, including our financial statements and 34 Act
reports. We reasonably believed that the recipients, immediately prior to
issuing the shares, had such knowledge and experience in our financial and
business matters that they were capable of evaluating the merits and risks of
their investment.  The recipients had the opportunity to speak with our
management on several occasions prior to their investment decision. There
were no commissions paid on the issuance and sale of the shares.

     On April 17, 2003, we sold 100,000 shares of common stock to an
individual accredited investor for a total purchase price of $75,000, all of
which was paid in cash. We believe that the issuance and sale of the shares
was exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2), Regulation D and/or
Regulation S. The shares were issued directly by us and did not involve a
public offering or general solicitation. The recipient of the shares was
afforded an opportunity for effective access to files and records of our



company that contained the relevant information needed to make their
investment decision, including our financial statements and 34 Act reports.
We reasonably believed that the recipient, immediately prior to issuing the
shares, had such knowledge and experience in our financial and business
matters that they were capable of evaluating the merits and risks of their
investment. The recipient had the opportunity to speak with our management on
several occasions prior to their investment decision. There were no
commissions paid on the issuance and sale of the shares.

     On April 18, 2003, we issued 1,000,000 shares of our $0.001 par value
common stock to Cornerstone Bank to hold as collateral for a line of credit
in the amount of $250,000.  On July 2, 2003, we repaid the line of credit.
The shares are being returned by Cornerstone and will be cancelled.
We believe that the issuance of the shares was
exempt from registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2), 4(6) and Regulation D.  The
shares were issued directly by us and did not involve a public offering or
general solicitation.  The recipient of the shares was afforded an
opportunity for effective access to files and records of our company that
contained the relevant information needed to make their investment decision,
including our financial statements and 34 Act reports.  We reasonably
believed that the recipients, immediately prior to issuing that shares, had
such knowledge and experience in our financial and business matters that they
were capable of evaluating the merits and risks of their investment.  The
recipients had the opportunity to speak with our management on several
occasions prior to their investment decisions.  There were no commissions
paid on the issuance and sale of the shares.

On July 2, 2003, we issued 1,000,000 shares of our $0.001 par value common
stock to CPA Directed Investments to hold as collateral for a loan in the
amount of $250,000.  We believe that the issuance of the shares was exempt
from registration and prospectus delivery requirements of the Securities
Act of 1933 by virtue of Section 4(2), 4(6) and Regulation D.  The shares
were issued directly by us and did not involve a public offering or general
solicitation.  The recipient of the shares was afforded an opportunity for
effective access to files and records of our company that contained the
relevant information needed to make their investment decision, including our
financial statements and 34 Act reports.  We reasonably believed that the
recipients, immediately prior to issuing that shares, had such knowledge and
experience in our financial and business matters that they were capable of
evaluating the merits and risks of their investment.  The recipients had the
opportunity to speak with our management on several occasions prior to their
investment decisions.  There were no commissions paid on the issuance and
sale of the shares.

All of the above-described issuances were exempt from registration (i)
pursuant to Section 4(2) of the Securities Act as transactions not involving
a public offering,   (ii) Regulation S or (iii) Regulation D promulgated
under the Securities Act. With respect to each transaction listed above, no
general solicitation was made by either the Registrant or any person acting
on its behalf. All such securities issued pursuant to such exemptions are
restricted securities as defined in Rule 144(a)(3) promulgated under the
Securities Act, appropriate legends have been placed on the documents
evidencing the securities, and may not be offered or sold absent registration
or pursuant to an exemption therefrom.

EXHIBITS

     The  Exhibits  required  by Item 601 of Regulation  S-B,  and  an  index
thereto, are attached.

UNDERTAKINGS

A.   The undersigned registrant hereby undertakes to:

     (1)   File,  during  any  period  in  which  it  offers  or  sells
securities,  a post-effective amendment to this registration  statement
to:

          (i)  Include  any prospectus required by section 10(a)(3)  of
     the Securities Act;
          (ii)  Reflect  in the prospectus any facts or  events  which,
     individually  or together, represent a fundamental change  in  the
     information in the registration statement; and notwithstanding the
     forgoing, any increase or decrease in volume of securities offered
     (if  the total dollar value of securities offered would not exceed
     that  which was registered) and any deviation from the low or high
     end  of  the estimated maximum offering range may be reflected  in
     the  form of prospects filed with the Commission pursuant to  Rule
     424(b)  if, in the aggregate, the changes in the volume and  price
     represent  no  more  than a 20% change in  the  maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee"
     table in the effective registration statement.
          (iii)  Include any additional or changed material information
     on the plan of distribution.



     (2) For determining liability under the Securities Act, treat each
post-effective  amendment  as  a  new  registration  statement  of  the
securities offered, and the offering of the securities at that time  to
be the initial bona fide offering.

     (3)  File  a  post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

B.
     (1)   Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  (the "Act") may be permitted  to  directors,
officers  and controlling persons of the small business issuer pursuant
to  the  foregoing provisions, or otherwise, the small business  issuer
has  been  advised that in the opinion of the Securities  and  Exchange
Commission  such indemnification is against public policy as  expressed
in the Act and is, therefore, unenforceable.

     (2)   In  the event that a claim for indemnification against  such
liabilities  (other  than the payment by the small business  issuer  of
expenses incurred or paid by a director, officer or controlling  person
of  the  small business issuer in the successful defense of any action,
suit   or  proceeding)  is  asserted  by  such  director,  officer   or
controlling  person in connection with the securities being registered,
the  small  business issuer will, unless in the opinion of its  counsel
the matter has been settled by controlling precedent, submit to a court
of  appropriate  jurisdiction the question whether such indemnification
by  it is against public policy as expressed in the Securities Act  and
will be governed by the final adjudication of such issue.



SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Las Vegas, on July 21, 2003.

PETROL OIL AND GAS, INC.

Signature                     Title                    Date

/S/Paul Branagan              President, CEO,          July 21, 2003
Paul Branagan                 Chairman, Secretary,
                              Chief Accounting
                              Officer and Treasurer


/S/Loren Moll                 Director                 July 21, 2003
Loren Moll




EXHIBIT INDEX
    Exhibit   Description
    Number
    (1)       N/A
    (2)       Asset Purchase Agreement between Petrol Energy, Inc. and
              Euro Technology Outfitters, August 19, 2002
    (3)(i)    Articles of Incorporation
              (a)  Certificate of Amendment of Articles of Incorporation
              of Euro Technology Outfitters, filed on August 20, 2002
              (b)  Articles of Incorporation for Euro Technology
              Outfitters, filed on March 3, 2000
    (3)(ii)   Bylaws for Euro Technology Outfitters
    (4)       N/A
    (5)       Opinion of Stoecklein Law Group re: legality
    (8)       N/A
    (9)       N/A

    (10.1)    Amendment to Translation and Business Consulting agreement
              with Goran Blagojevic dated December 20, 2002

    (10.2)    Service and Water Disposal Agreement dated November 15,
              2002
    (10.3)    Employment agreement with Paul Branagan dated December 19,
              2002
    (10.4)    Geologist/Technical Advisor Consulting Agreement with
              William Stoeckinger dated December 19, 2002
    (10.5)    Land Services Consulting Agreement with Russell Frierson
              dated December 27, 2002
    (10.6)    Land Services Consulting Agreement with Lawrence Kehoe
              dated December 27, 2002
    (10.7)    Land Services Consulting Agreement with Cody Felton dated
              December 27, 2002
    (10.8)    Waverly Kansas Office Lease dated January 21, 2003
    (10.9)    2002 Master Stock Option Plan
    (10.10)   CPA Directed Investments Secured Promissory Note and
              Security agreement dated July 2, 2003
    (11)      N/A
    (13)      N/A
    (15)      N/A
    (16)      Letter of G. Brad Beckstead CPA regarding change in
              certifying accountant, September 5, 2002
    (17)      N/A
    (18)      N/A
    (19)      N/A
    (20)      N/A
    (21)      N/A
    (22)      N/A
    (23)      Consents of Experts and Counsel
              (a)  Consent of Weaver & Martin, LLC
              (b)  Consent of Stoecklein Law Group
    (24)      N/A
    (25)      N/A
    (26)      N/A
    (99)      N/A

EX-2

                          ASSET PURCHASE AGREEMENT

                                   between

                             PETROL ENERGY, INC.

                                     and

                         EURO TECHNOLOGY OUTFITTERS

                               August 19, 2002

                              TABLE OF CONTENTS



ARTICLE I Sale and Purchase; Liabilities Assumed                           4
     1.1  Asset Purchase                                                   4
     1.2  Operations Following Asset Purchase                              4
     1.3  Consideration for the Assets                                     4
     1.4  Assumption of Liabilities                                        5
     1.5  Allocation of Consideration                                      6
     1.6  Accounts Receivable                                              6
     1.7  Closing                                                          6
     1.8  Effective Time                                                   6

ARTICLE II Representations and Warranties of Buyer                         6
     2.1  Corporate Organization                                           6
     2.2  Authorization                                                    6
     2.3  Consents and Approvals                                           6
     2.4  No Conflict                                                      6
     2.5  Brokers and Finders                                              7

ARTICLE III Representations and Warranties of Seller                       7
     3.1  Corporate Organization                                           7
     3.2  Authorization                                                    7
     3.3  Consent and Approvals                                            7
     3.4  Subsidiaries                                                     8
     3.5  Capitalization                                                   8
     3.6  Affiliates                                                       8
     3.7  Litigation                                                       8
     3.8  Stock Ownership and Authority                                    8
     3.9  No Conflicts                                                     8
     3.10 Financial Statements                                             9
     3.11 Absence of Certain Changes or Events                             9
     3.12 Taxes                                                            9
     3.13 Title to Assets                                                  9
     3.14 Compliance with Laws; Authorization                              9
     3.15 Employee Benefits Plans                                         10
     3.16 Contracts                                                       10
     3.17 Books of Account; Records                                       10
     3.18 Labor Relations                                                 10
     3.19 Environmental Matters                                           11
     3.20 Brokers and Finders                                             11


ARTICLE IV  Conditions Precedent to Obligations                           11
     4.1  Conditions to Obligations of Buyer                              11
     4.2  Conditions of Seller                                            12



ARTICLE V Closing                                                         12
     5.1  Deliveries of Seller at Closing                                 12
     5.2  Deliveries of Buyer at Closing                                  13

ARTICLE VI  Indemnification                                               13
     6.1  Survival of Representations, Warranties and Agreements          13
     6.2  Indemnification                                                 13
     6.3  Limitations on Indemnification                                  14
     6.4  Procedure for Indemnification with Respect to Third-Party
          Claims                                                          14
     6.5  Procedure for Indemnification with Respect to
          Non-Third-Party Claims                                          15

ARTICLE VII Covenants                                                     15
     7.1  Covenant Against Hiring                                         15
     7.2  Due Diligence Access                                            15
     7.3  Conduct of Interim Operations                                   16
     7.4  Tax Covenants                                                   17
     7.5  Changes to Disclosure Schedule                                  17
     7.6  Liabilities                                                     17

ARTICLE VIII Termination of Agreement                                     17

ARTICLE IX  Miscellaneous Provisions                                      18
     9.1  No Negotiations by Seller                                       18
     9.2  Notice                                                          18
     9.3  Entire Agreement                                                19
     9.4  Binding Effect; Assignment                                      19
     9.5  No Third-Party Beneficiaries                                    19
     9.6  Counterparts                                                    19
     9.7  Expenses                                                        19
     9.8  Waiver; Consent                                                 19
     9.9  Other and Further Covenants                                     20
     9.10 Governing Law                                                   20
     9.11 Public Announcements                                            20



                          ASSET PURCHASE AGREEMENT

     This  Asset  Purchase Agreement (this "Agreement") is made  and  entered
into  on  August 19, 2002, between Petrol Energy, Inc., a Nevada  corporation
("Seller"), and Euro Technology Outfitters, a Nevada Corporation ("Buyer").

     WHEREAS,  Seller is an oil and gas exploration and development  company,
and  desires  to  sell  the Assets (as defined herein)  upon  the  terms  and
conditions hereinafter stated;

     WHEREAS,  Buyer  desires  to  purchase the Assets  from  Seller  ("Asset
Purchase") upon the terms and conditions hereinafter stated;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
herein contained, the parties hereto agree as follows:

                                  ARTICLE I
                   Sale and Purchase; Liabilities Assumed

     1.1  Asset Purchase. At the Closing (as defined herein), to be effective
as  of  the  Effective Time (as defined herein), Seller shall  sell,  convey,
assign,  transfer  and  deliver to Buyer, free and clear  of  all  liens  and
encumbrances  of  any kind except those disclosed in the disclosure  schedule
attached  hereto  (the  "Disclosure  Schedule")  those  assets,  rights   and
interests,  tangible  or  intangible, which are listed  by  category  on  the
attached Exhibit A (the "Assets"), and all books and records which relate  to
the  Assets (except for books and records which Seller is required by law  to
retain  in  its  possession,  copies of which will  be  provided  to  Buyer);
provided, however, that there shall be excluded from the Assets those  assets
listed on the attached Exhibit A-1.

     1.2  Operations Following Asset Purchase. The assets of Seller following
the  Effective Time will be combined with the business of Buyer and  will  be
operated under the name Petrol Oil & Gas, Inc.

     1.3  Consideration for the Assets.

          The total consideration for the Assets shall be paid in ten million
          nine hundred eighteen thousand three hundred (10,918,300) shares of
          Rule  144  Restricted  Common Shares of Euro Technology  Outfitters
          (Buyer) stock.

          (a)  The shares issued shall contain the following Legend:

     THE  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES HAVE  BEEN
     ACQUIRED  FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED  OR
     OTHERWISE  DISPOSED  OF  IN  THE ABSENCE  OF  A  CURRENT  AND  EFFECTIVE



     REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR  AN
     OPINION  SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE  EFFECT  THAT
     REGISTRATION IS NOT REQUIRED UNDER THE ACT.

     (b)   At  the  Effective Time, subject in all instances to each  of  the
terms,  conditions, provisions and limitations contained in  this  Agreement,
the  Seller  shall  sell, transfer, convey, and assign to the  Purchaser,  by
instruments  satisfactory  in form and substance to  the  Purchaser  and  its
counsel,  and  the  Purchaser shall acquire from  the  Seller,  the  Acquired
Assets,  subject to no Assumed Liabilities, in exchange for ten million  nine
hundred  eighteen thousand three hundred (10,918,300) shares of common  stock
of Purchaser subject to the legend set forth above.

     1.4  Assumption of Liabilities.

     (a)  In connection with the acquisition by Buyer of the Assets as of the
Effective Time, Buyer shall assume only those liabilities under the  Material
Contracts/Leases (as defined herein) of Seller that are expressly  identified
on the attached Exhibit B. Buyer does not hereby, and will not at any time be
required to, assume, pay, perform or discharge any other obligations, claims,
liabilities, costs or expenses of Seller, including without limitation any of
the following: (i) any liability in respect of separation or severance pay to
any  person  employed  by Seller; (ii) any liability under  any  plan,  fund,
program,  policy  or  arrangement under which any  persons  are  provided  or
promised  pensions,  retirement  income,  deferred  compensation  or  profit-
sharing;  (iii)  any liability under any plan, fund, program  or  arrangement
under  which  any  persons are provided or promised bonuses,  incentive  pay,
severance  pay,  vacations  or  vacation pay,  salary  continuation,  medical
insurance  or  benefits, savings benefits, stock options, life  insurance  or
death  benefits, travel or accident benefits or unemployment  benefits;  (iv)
any  liability  for occupational health and safety or environmental  matters;
(v)  any  liability of Seller (including without limitation any liability  or
potential liability with respect to any consolidated return filed  or  to  be
filed  by  any person) for federal, state or local income or other  taxes  or
penalties  or  interest  thereon; (vi) any pending or  threatened  litigation
against  Seller  or  any  affiliate of Seller; (vii) any  loans  or  accounts
payable,  including but limited to any intercompany loans, advances or  other
obligations  owed by Seller to any affiliate of Seller; and (viii)  liability
of  any  kind,  direct  or  indirect, fixed or contingent,  arising  out  of,
resulting from or relating to actions taken or omitted to be taken by  Seller
prior to, on or after the Closing Date.

     (b)   Notwithstanding anything to the contrary in this Agreement, to the
extent  that  the  assignment hereunder of any Material Contract/Lease  shall
require the consent of any other party (or in the event that any of the  same
shall  be  non-assignable),  neither this  Agreement  nor  any  action  taken
pursuant to its provisions shall constitute an assignment or an agreement  to
assign  if such assignment or attempted assignment would constitute a  breach
thereof or result in the loss or diminution thereof; provided, however,  that
in each such case, Seller shall use its best efforts to obtain the consent of
such  other party to an assignment to Buyer. If such consent is not  obtained
and  is  waived  by Buyer prior to the Closing, Seller shall  cooperate  with
Buyer  in  any  reasonable  arrangement designed to  provide  for  Buyer  the
benefits under any such contract from and after the Effective Time.



     1.5   Allocation  of  Consideration. The parties agree  on  the  written
allocation  of the Consideration among the Assets attached hereto as  Exhibit
A.  The  parties  agree to file all federal, state and local tax  returns  in
accordance with such allocation.

     1.6   Accounts  Receivable. Seller shall retain its accounts  receivable
and Buyer shall have no obligation to collect them for Seller.

     1.7   Closing. The closing of the transactions contemplated hereby  (the
"Closing") shall take place at 10:00 a.m., local time, on August 21, 2002, at
the officers of Securities Law Institute, at 1850 E. Flamingo Rd., Suite 111,
Las  Vegas,  Nevada,  or on such other date or at such  other  place  as  the
parties may agree. The date and time of the Closing are sometimes referred to
herein as the "Closing Date".

     1.8   Effective  Time. The "Effective Time" shall mean 12:01  a.m.,  Las
Vegas  local time, on the first business day following the Closing Date.  The
parties  agree that (i) between the Closing Date and the Effective  Time  the
business  of Petrol Energy shall be operated for the benefit of  and  at  the
risk  of  Seller and its stockholders (with Seller hereby agreeing to  insure
against and hold Buyer harmless with respect to risk of loss or damage to the
Assets during such time) and (ii) the transfer of the Assets to Buyer and the
assumption of any liabilities hereunder by Buyer shall be effective from  and
after the Effective Time without further action by the parties hereto.

                                 ARTICLE 11
                   Representations and Warranties of Buyer

     Buyer hereby represents and warrants to Seller that:

     2.1   Corporate  Organization.  Buyer is a corporation  duly  organized,
validly  existing and in good standing under the laws of Nevada and  has  all
requisite  power  and  authority to enter into this  Agreement,  perform  its
obligations hereunder and consummate the Asset Purchase.

     2.2   Authorization. All necessary and appropriate corporate action  has
been  taken  by  Buyer  with respect to the execution and  delivery  of  this
Agreement  and  the  performance  of  its  obligations  hereunder,  and  this
Agreement  constitutes a valid and binding obligation  of  Buyer  enforceable
against it in accordance with its terms.

     2.3   Consents  and  Approvals. To the best  of  Buyer's  knowledge,  no
consent, approval, order or authorization of, or registration, declaration or
filing  with, any governmental or regulatory authority or agency is  required
in  connection with the execution and delivery of this Agreement by Buyer  or
its  performance  of the terms hereof or for the validity  or  enforceability
thereof.

     2.4   No  Conflict. Neither the execution and delivery of this Agreement
by  Buyer  nor  the  consummation by Buyer of the  Asset  Purchase  will  (i)
conflict  with  or  result in a breach of any provision of  the  Articles  of
Incorporation or ByLaws of Buyer, (ii) violate, conflict with or result in  a



breach of any provision of, or constitute a default (or an event which,  with
the  giving  of notice, the passage of time or otherwise, would constitute  a
default) under, or entitle any party (with the giving of notice, the  passage
of  time or otherwise) to terminate, accelerate or cause a default under,  or
result  in the creation of any lien, security interest, charge or encumbrance
upon  any  of  the  properties  or  assets of  Buyer,  under  any  agreement,
indenture,  or instrument, binding on Buyer or its properties or  assets,  or
(iii)  violate any judgment, order, decree, stipulation, injunction or charge
of  any  court,  administrative agency or commission  or  other  governmental
authority or instrumentality by which Buyer is bound.

     2.5  Brokers and Finders. Buyer has not employed any broker or finder or
incurred  any  liability  for brokerage fees in  connection  with  the  Asset
Purchase.

                                 ARTICLE III
                  Representations and Warranties of Seller

     Seller represents and warrants to Buyer that;

     3.1   Corporate  Organization. Seller is a corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Nevada.
Seller has all requisite power and authority and, except as set forth on  the
Disclosure Schedule, all governmental licenses, authorizations, consents  and
approvals  necessary to own, lease and operate its respective properties  and
conduct its respective businesses as presently or as currently proposed to be
conducted. Seller is not qualified to do business as a foreign corporation in
any  jurisdiction, and neither the nature of the business conducted by it nor
the  property  it  owns, leases or operates requires  it  to  qualify  to  do
business  as  a  foreign  corporation in any jurisdiction  except  where  the
failure  to  be  so  qualified would not have a Material  Adverse  Effect  on
Seller.  "Material  Adverse  Effect" as used in this  Agreement  means,  with
respect to any event, act, condition or occurrence, a material adverse effect
upon  any of (i) with respect to Seller, the properties, assets, liabilities,
business,  results  of  operations,  prospects  or  condition  (financial  or
otherwise)  of  Seller, and (ii) with respect to the Seller,  or  Buyer,  the
ability  of  either Seller, or Buyer, as the case may be, to  consummate  the
Asset Purchase or to perform their obligations set forth herein.

     3.2   Authorization.  Seller  has  the  power  and  authority,  and  its
stockholders  have  granted to it the capacity and legal right,  to  execute,
deliver and perform this Agreement and to consummate the Asset Purchase. This
Agreement  has been executed and delivered by the Seller and constitutes  the
valid  and  binding  obligation of it. Seller's  Board  of  Directors  and  a
majority  of  its  stockholders have approved  the  execution,  delivery  and
performance of this Agreement by Seller.

     3.3   Consent  and  Approvals. To the best of  Seller's  knowledge,  and
except  as  set  forth  in  the  disclosure  schedule  attached  hereto  (the
"Disclosure Schedule"), no consent, approval, order or authorization  of,  or
declaration  or  filing  with, any governmental or  regulatory  authority  or



agency  is  required in connection with the execution and  delivery  of  this
Agreement  by  Seller  or  its performance of the terms  hereof  or  for  the
validity or enforceability thereof as to it and him.

     3.4   Subsidiaries. Seller has no subsidiaries and holds  no  direct  or
indirect  beneficial interest in any corporation, partnership, joint venture,
limited liability company, or other entity or enterprise.

     3.5   Capitalization. The authorized capital stock  of  Seller  consists
solely  of  (1) 100,000,000 shares of common stock, 6,918,300  of  which  are
issued  and outstanding (the "Stock") and (2) 10,000,000 shares of  preferred
stock,  of which there are no issued and outstanding. All outstanding  shares
of  common  stock of Seller are validly authorized, issued,  fully  paid  and
nonassessable. Except as set forth in the Disclosure Schedule, there  are  no
outstanding  subscriptions,  options  (including  employee  stock   options),
warrants,  puts, calls, agreements, understandings, or other  commitments  or
rights of any type to which Seller is a party, or by which any such party  is
bound, relating to the issuance, sale or transfer by Seller of any securities
of  Seller. There are no outstanding securities which are convertible into or
exchangeable  for  any  shares of capital stock  of  Seller.  Seller  has  no
obligation  of any kind to issue any additional securities or to  repurchase,
redeem or otherwise acquire any of the Stock.

     3.6   Affiliates. Seller has not had any direct or indirect interest  in
any  corporation, partnership, limited liability company, or any other entity
which  is  involved in any way with, competes with, or conducts any  business
similar to any business conducted by Seller or Buyer.

     3.7   Litigation. Except as set forth in the Disclosure Schedule,  there
is no claim, litigation, arbitration, action, suit, proceeding, investigation
or  inquiry, administrative or judicial, pending or, to the best knowledge of
Seller, threatened, against Seller or Seller's assets or business, at law  or
in  equity,  before any federal, state or local court, regulatory agency,  or
governmental authority which is reasonably likely to have a Material  Adverse
Effect  on Seller. Except as set forth on the Disclosure Schedule, Seller  is
not a party to or subject to the provisions of any judgment which may have  a
Material Adverse Effect on it.

     3.8   Stock  Ownership;  Authority and  Consent.  The  stockholders  own
beneficially  and of record all the issued and outstanding  common  stock  of
Seller.  A  majority  of  the stockholders have given their  written  consent
authorizing  the  Seller to enter into this Agreement and to  consummate  the
Asset Purchase.

     3.9   No  Conflicts.  Except  as set forth on the  Disclosure  Schedule,
neither  the  execution  and delivery of this Agreement  by  Seller  nor  the
consummation by Seller of the Asset Purchase will (i) conflict with or result
in  a  breach of any provision of the Articles of Incorporation or the Bylaws
of  Seller, (ii) violate, conflict with or result in the breach of any  term,
condition  or provision under any law or regulation applicable to  Seller  or
any  of  Seller's assets, (iii) except for third-party consents to assignment
required  under  the  Material Contracts/Leases, violate,  conflict  with  or
result in a breach of any provision of, or constitute a default (or an  event
which,  with  the  giving of notice, the passage of time or otherwise,  would
constitute a default) under, or entitle any party (with the giving of notice,
the passage of time or otherwise) to terminate, accelerate or cause a default
under,  or  result in the creation of any lien, security interest, charge  or
encumbrance  upon  any  of  the properties or assets  of  Seller  under,  any
agreement,  indenture, or instrument binding on Seller or upon any  of  their
respective properties or assets, or (iv) violate any judgment, order, decree,
stipulation,  injunction  or charge of any court,  administrative  agency  or
commission  or  other governmental or regulatory authority or instrumentality
by which Seller is bound.



     3.10   Financial   Statements.   The  unaudited   financial   statements
(consisting  solely of an asset and liability list) of Seller for  August  1,
2002  heretofore  delivered to Buyer, are accurate in all material  respects,
and have been furnished to Buyer (the "Financial Statements").

     3.11  Absence of Certain Changes or Events. Except as set forth  on  the
Disclosure  Schedule, since date of the Financial Statements, there  has  not
been  any event or change relating to the business of Seller that has had  or
would  be  reasonably likely to have a Material Adverse Effect on  Seller  or
Seller's Financial Statements.

     3.12 Taxes.

          (a)   For  purposes of this Agreement, (i) "Tax" or  "Taxes"  shall
mean  all  Federal, state, local and foreign taxes and assessments, including
all  interest, penalties and additions imposed with respect to such  amounts;
(ii)  "Pre-Effective Tax Period" shall mean all taxable periods ending before
or  including the Effective Time; and (iii) "Returns" means returns,  reports
or forms, including information returns.

          (b)   (i) Seller has filed or caused to be filed in a timely manner
(within  any  applicable extension periods) all Tax Returns  required  to  be
filed  by  such party by the Internal Revenue Code of 1986, as amended,  (the
"Code")  or  by  applicable State, local or foreign Tax law,  and  each  such
Return  is  complete and accurate, (ii) all Taxes of Seller shown as  due  on
such Returns have been duly and timely paid or accrued and (iii) no Tax liens
have  been  filed and no claims are being asserted in a writing  received  by
Seller with respect to any Taxes.

     3.13  Title  to Assets. Except as set forth on the Disclosure  Schedule,
Seller  has  marketable  title  to all furniture,  fixtures,  equipment,  and
machinery  (the  "Fixed Assets") and good title to all other Assets,  in  all
cases  free  and  clear of all liens, charges, security  interests  or  other
encumbrances of any nature whatsoever. Except as set forth in the  Disclosure
Schedule,  all  of  the Fixed Assets are usable in the regular  and  ordinary
course of business.

     3.14  Compliance  with  Laws; Authorization. To  the  best  of  Seller's
knowledge,  except  as  set forth on the Disclosure schedule,  Seller  is  in
compliance  in  all  material  respects with all applicable  laws,  statutes,
orders, rules, regulations, policies or guidelines promulgated, or judgments,
decisions  or  orders entered, by any federal or state court or  governmental
authority applicable to Seller, its business or its properties (collectively,
the  "Applicable  Laws"). To the best of Seller's knowledge,  except  as  set
forth  on  the  Disclosure Schedule, Seller is not under  investigation  with
respect to, nor has it been charged with or given notice of any violation of,
any  of  the Applicable Laws. For purposes hereof, Seller will be  deemed  in
compliance  in  all  material respects with Applicable Laws  if  a  violation
thereof  would not have a Material Adverse Effect on the continued operations
of Seller in the manner in which it is currently conducting its business.

     3.15  Employee  Benefits Plans. Except as set forth  in  the  Disclosure
Schedule:



          (a)   Seller  has  never  directly  or  indirectly  maintained   or
contributed  to,  nor  is  Seller  directly  or  indirectly  maintaining   or
contributing,  for  the  benefit of the current and/or  former  employees  of
Seller,  any  employee  benefit  plan,  including,  without  limitation,  any
"employee benefit plan" (as defined in Section (3) of the Employee Retirement
Income  Security  Act  of  1974,  as amended  ("ERISA"),  any  employment  or
severance   contract,  any  stock  option  plan  or  any  plan  of   deferred
compensation (individually, a "Plan" and collectively the "Plans")  .  Seller
does  not have any commitment, whether formal or informal, to create any such
plans.

          (b)   Seller does not directly or indirectly maintain or contribute
to  (or have an obligation to contribute to) any plan, fund or program  which
provides   medical,  health,  hospitalization,  life,  disability  or   other
insurance,  vacation, deferred compensation, pension, bonus,  stock  options,
stock purchase rights, or other employee benefits with respect to present  or
former employees of Seller, other than the full time employees of Seller.

          (c)   The  consummation of the Asset Purchase will not entitle  any
current   or  former  employee  of  Seller  to  severance  pay,  unemployment
compensation or any other payment.

     3.16  Contracts.  Seller has made or will make available  to  Buyer  all
contracts, agreements, and instruments to which Seller is a party,  including
all  amendments and supplements thereto, which are material to  the  business
operations,  assets,  properties or condition  (financial  or  otherwise)  of
Seller  (the  "Material Contracts"). Except as set forth  on  the  Disclosure
Schedule, each Material Contract is legally valid and binding against Seller,
in  full  force and effect and enforceable against Seller in accordance  with
its terms, except where the invalidity or non-binding nature would not have a
Material Adverse Effect on Seller.

     3.17  Books  of  Account;  Records. To the best of  Seller's  knowledge,
Seller's  general  ledgers,  stock  record  books,  minute  books  and  other
corporate records relating to the assets, contracts and leases of Seller are,
in all material respects, true, correct and complete.

     3.18 Labor Relations.

          (a)  There is no collective bargaining agreement to which Seller is
a  party,  collective  bargaining agreement  currently  being  negotiated  by
Seller,  or union or collective bargaining unit representing any of  Seller's
employees.

          (b)   Seller  has  complied  in  all  material  respects  with  all
applicable laws, rules and regulations relating to the employment of labor or
the   termination   thereof,  including  those  related  to   wages,   salary
withholdings,  employee health and safety, bonus, vacation pay and  severance
pay, working hours, and benefits for employees and former employees, and  the
payment  and  withholding of taxes and other sums as required by  appropriate
governmental  authorities, or is holding for payment  not  yet  due  to  such
authorities  all  amounts  required to be withheld from  such  employees  and
former  employees  of  Seller  and is not liable  to  any  person  or  entity
(including any governmental entity) for any arrears of wages, commissions and
benefits for employees, taxes, penalties or other sums for failure to  comply
with any of the foregoing, other than amounts not yet due and payable in  the
ordinary course or business.



          (c)   Except as set forth in the Disclosure Schedule, Seller is not
a  party to any employment contract or agreement with respect to any  of  its
employees, nor has Seller in any other manner limited its right to  terminate
the employment relationship with its employees.

     3.19 Environmental Matters. To the best of Seller's knowledge, Seller is
and has been in compliance in the conduct of its business with all applicable
environmental  laws  and  regulations or  any  order,  decree,  judgment,  or
injunction issued, entered, promulgated or approved thereunder.

     3.20  Brokers and Finders. Seller has not employed any broker or  finder
or incurred any liability for brokerage fees, commissions or finders' fees in
connection with the Asset Purchase.

                                 ARTICLE IV
                     Conditions Precedent to Obligations

     4.1   Conditions to Obligations of Buyer. Each and every  obligation  of
Buyer  to  be  performed  under  this  Agreement  shall  be  subject  to  the
satisfaction  by  Seller  at or prior to the Closing  Date  of  each  of  the
following conditions (unless waived in writing by Buyer);

          (a)    Representations  and  Warranties.  The  representations  and
warranties  set forth in Article III of this Agreement shall have  been  true
and  correct in all material respects when made and shall be true and correct
in  all  material  respects  at and as of the Closing  Date  as  though  such
representations and warranties were made as of the Closing Date.

          (b)   Performance  of Agreement. Seller shall have fully  performed
and  complied with the covenants, conditions and other obligations under this
Agreement which are to be performed or complied with by them at or  prior  to
the Closing Date.

          (c)   Consents. All applicable third-party approvals  or  consents,
including consents and approvals under Material Contracts/Leases, shall  have
been received or satisfied.

          (d)   No  Adverse  Change. There shall not have been  any  Material
Adverse Effect with respect to Seller or its business since the date of  this
Agreement.

          (e)   No  Adverse  Proceeding.  There  shall  not  be  pending   or
threatened   any  claim,  action,  litigation  or  proceeding  (judicial   or
administrative) or governmental investigation against Buyer or Seller for the
purpose  of  enjoining or preventing the consummation of this  Agreement,  or
otherwise  claiming  that  this Agreement or the consummation  of  the  Asset
Purchase is illegal.

          (f)   Certificate.  Seller shall have delivered  to  Buyer  at  the
Closing a certificate signed on its behalf by one of its officers, dated  the
date  of  Closing, to the effect that the conditions set forth in subsections
(a) through (e) of this Section 4.1 have been satisfied to the best knowledge
of such officer.



            (g)  General Conveyance, Transfer, Assignment, and Bill  of  Sale
Agreement.  At  the Closing, Buyer and Seller shall execute and  deliver  the
General Conveyance, Transfer, Assignment, and Bill of Sale Agreement  in  the
form  attached  hereto  as  Exhibit C (the "  General  Conveyance,  Transfer,
Assignment and Bill of Sale Agreement").

     4.2   Conditions of Seller. Each and every obligation of  Seller  to  be
performed under this Agreement shall be subject to the satisfaction by  Buyer
at or prior to the Closing Date of the following conditions (unless waived in
writing by Seller):

          (a)    Representations  and  Warranties.  The  representations  and
warranties of Buyer set forth in Article II of this Agreement shall have been
true  and correct when made, and shall be true and correct at and as  of  the
Closing  Date as though such representations and warranties were made  as  of
the Closing Date.

          (b)  Performance of Agreement. Buyer shall have fully performed and
complied  with  the  covenants, conditions and other obligations  under  this
Agreement which are to be performed or complied with by it at or prior to the
Closing Date.

          (c)   Consents.  All applicable third-party approvals  or  consents
shall have been received or satisfied.

          (d)   No  Adverse  Proceedings.  There  shall  not  be  pending  or
threatened   any  claim,  action,  litigation  or  proceeding  (judicial   or
administrative) or governmental investigation against Buyer,  or  Seller  for
the  purpose  of  enjoining  or  preventing the  consummation  of  the  Asset
Purchase,  or  otherwise claiming that this Agreement or the consummation  of
the Asset Purchase is illegal.

          (e)   Certificate.  Buyer shall have delivered  to  Seller  at  the
Closing a certificate signed on its behalf by one of its officers, dated  the
date  of  the  Closing Date, to the effect that the conditions set  forth  in
subsections  (a) through (d) of this Section 4.2 have been satisfied  to  the
best knowledge of such officer.

          (f)  Purchase Price. Buyer shall have paid the Consideration at the
Closing in accordance with Section 1.3 hereof.

          (g)   No  Adverse  Change. There shall not have been  any  Material
Adverse  Effect with respect to Buyer or its business since the date of  this
Agreement.

                                  ARTICLE V
                                   Closing

     5.1   Deliveries  of  Seller  at Closing. At the  Closing,  Seller  will
deliver or cause to be delivered to Buyer the following at Seller's expense:

          (a)   The  certificate  referred  to  in  Section  4.1(f)  of  this
Agreement.



          (b)   A  copy  of the Articles of Incorporation of Seller  and  all
amendments thereto certified by the Secretary of State of Nevada.

          (c)   Certified  copies of minutes reflecting the authorization  by
the  Board of Directors of Seller and by the majority of its stockholders  of
the execution, delivery and performance of this Agreement and consummation of
the Asset Purchase.

          (d)  The General Conveyance, Transfer, Assignment, and Bill of Sale
Agreement.

     5.2   Deliveries of Buyer at Closing. At the Closing, Buyer will deliver
or cause to be delivered to Seller the following;

          (a)   Certificate  of Euro Technology Outfitters  representing  ten
million  nine hundred eighteen thousand three hundred (10,918,300) shares  of
common  stock  which  represents the Price as set forth in  Section  1.3  (a)
hereof;

          (b)   The  certificate  referred  to  in  Section  4.2(e)  of  this
Agreement;

          (c)   Certified  copies  of resolutions adopted  by  the  Board  of
Directors  of  Buyer authorizing the execution, delivery and  performance  of
this Agreement and consummation of the Asset Purchase.

                                 ARTICLE VI
                               Indemnification

     6.1  Survival of Representations, Warranties and Agreements. Subject  to
the   limitations   set  forth  in  Section  6.3  of  this   Agreement,   all
representations,  warranties and covenants of the  parties  contained  herein
shall survive execution and delivery of this Agreement.

     6.2  Indemnification.

          (a)   Subject to the limitations set forth in Section 6.3  of  this
Agreement, Seller hereby covenants and agrees to indemnify and hold  harmless
Buyer,  from  and against any and all losses, liabilities, damages,  demands,
claims, suits, actions, judgments or causes of action, assessments, costs and
expenses,  including,  without  limitation, interest,  penalties,  attorney's
fees,  any and all expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any   and  all  amounts  paid  in  settlement  of  any  claim  or  litigation
(collectively,  "Damages"), asserted against, resulting  to,  imposed  on  or
incurred  or  suffered by Buyer directly or indirectly, as  a  result  of  or
arising  from  (i)  any breach of any of the representations,  warranties  or
covenants  made  by  Seller, (ii) any liability of  Seller  not  specifically
assumed  by  Buyer hereunder, (iii) any Federal income Taxes attributable  to
Seller, any state, local or foreign income or franchise Taxes attributable to
Seller,  or any sales, use or similar Taxes for any Pre-Effective Tax Period,
and  (iv)  Seller's  operation of the business prior to  the  Effective  Time
(collectively, "Buyer's Indemnifiable Claims").



          (b)   Buyer  hereby  covenants and agrees  to  indemnify  and  hold
harmless  Seller,  from  and  against any and all Damages  asserted  against,
resulting  to,  imposed  on or incurred or suffered by  Seller,  directly  or
indirectly,  as  a result of or arising from (i) any breach  of  any  of  the
representations,  warranties or covenants made by Buyer  in  this  Agreement,
(ii)  any liability specifically assumed by Buyer hereunder and (iii) Buyer's
operation  of the business after the Effective Time (collectively,  "Seller's
Indemnifiable Claims").

          (c)  Buyer's Indemnifiable Claims and Seller's Indemnifiable Claims
are collectively referred to hereinafter as "Indemnifiable Claims."

     6.3  Limitations on Indemnification. Rights to Indemnification hereunder
are subject to the following limitations:

          (a)   The  obligation of indemnity provided herein with respect  to
the  representations and warranties set forth in Section 3.12 shall terminate
on  the expiration of the periods of limitations applicable to assessment and
collection  of federal, state, local and foreign taxes, taking  into  account
any extensions of such periods of limitations approved by Seller prior to the
date hereof.

          (b)   The obligations of indemnity provided herein with respect  to
the  representations and warranties set forth in Articles II and III  (except
Section 3.12 of this Agreement) shall terminate on the second anniversary  of
the Closing Date.

          (c)   The foregoing provisions of this Section notwithstanding, if,
prior  to  the  termination of any obligation to indemnify  as  provided  for
herein,  written notice of a claimed breach is given by Buyer, Seller,  or  a
suit or action based upon a claimed breach is commenced against any party, no
party shall be precluded from pursuing such claimed breach or suit or action,
or from recovering from the other party hereunder (whether through the courts
or  otherwise)  on  the claim, suit or action, by reason of  the  termination
otherwise provided for above.

     6.4  Procedure for Indemnification with Respect to Third-Party Claims.

          (a)    If   a   party   (the  "Indemnitee")  determines   to   seek
indemnification  under  this  Article with respect  to  Indemnifiable  Claims
resulting  from the assertion of liability by third parties,  it  shall  give
notice  to the other party (the "Indemnifying Party") within 30 days  of  the
Indemnitee's becoming aware of any such Indemnifiable Claim; the notice shall
set  forth  such  information  with respect thereto  as  is  then  reasonably
available  to the Indemnitee. In case any such liability is asserted  against
the  Indemnitee, and the Indemnitee notifies the Indemnifying Party  thereof,
the  Indemnifying Party will be entitled, if it so elects by  written  notice
delivered  to  the Indemnitee within 30 days after receiving the Indemnitee's
notice, to assume the defense thereof with counsel reasonably satisfactory to
the   Indemnitee  at  all  times  during  the  defense  of  such   liability.
Notwithstanding the foregoing, (i) the Indemnitee shall also have  the  right
to employ its own counsel in any such case, but the fees and expenses of such



counsel  shall  be  at  the  expense  of  the  Indemnitee  (so  long  as  the
Indemnifying  Party  continues to defend such matter);  (ii)  the  Indemnitee
shall  not  have  any  obligation to give any  notice  of  any  assertion  of
liability by a third party unless such assertion is in writing; and (iii) the
rights  of  the  Indemnitee  to  be  indemnified  hereunder  in  respect   of
Indemnifiable Claims shall be deemed forfeited by its failure to give  notice
pursuant  to the foregoing only to the extent that the Indemnifying Party  is
materially  prejudiced by such failure to give notice. With  respect  to  any
assertion  of  liability by a third party that results  in  an  Indemnifiable
Claim,  the parties hereto shall make reasonably available to each other  all
relevant information in their possession material to any such assertion.  The
Indemnifying  Party  may  not  compromise or settle  an  Indemnifiable  Claim
without the written consent of the Indemnitee.

          (b)  In the event that the Indemnifying Party, within 30 days after
receipt  of the aforesaid notice of an Indemnifiable Claim, fails  to  assume
the  defense of the Indemnitee against such Indemnified Claim, the Indemnitee
shall  have  the right to undertake the defense and to compromise  or  settle
such  action  on  behalf of and for the account and risk of the  Indemnifying
Party.

     6.5   Procedure  for  Indemnification with  Respect  to  Non-Third-Party
Claims.  If  the  Indemnitee asserts the existence of an Indemnifiable  Claim
giving rise to Damages (but excluding claims resulting from the assertion  of
liability by third parties), it shall give written notice to the Indemnifying
Party  specifying  the  nature  and amount of  the  claim  asserted.  If  the
Indemnifying  Party,  within  30 days after the  mailing  of  notice  by  the
Indemnitee,  shall not give written notice to the Indemnitee  announcing  its
intent  to  contest such assertion of the Indemnitee, such assertion  by  the
Indemnitee shall be deemed accepted and agreed to by the Indemnifying Party.

                                 ARTICLE VII
                                  Covenants

     7.1  Covenant Against Hiring. Seller understands that in Buyer's view it
is  essential  to the successful operation of its business that Buyer  retain
substantially  unimpaired  Seller's current  operating  organization.  Seller
covenants  and agrees that neither of them, nor any affiliate  of  either  of
them, without the prior written consent of Buyer, shall take any action which
would  induce any employee or representative of Seller prior to the Effective
Time not to become or continue as an employee or representative of Buyer.

     7.2   Due  Diligence Access. From the date of this Agreement  until  the
Closing, to enable Buyer to conduct due diligence, and following the  Closing
to  the extent needed by Buyer and its accountants to conduct and complete  a
financial audit of Seller and its operations, Seller shall make or  cause  to
be  made available to Buyer: (i) members of management of Seller for personal
interviews;  (ii)  the  Assets; and (iii) all books  of  account,  contracts,
agreements,  commitments,  authorizations, insurance  policies,  records  and
documents  of  every character relating to Seller's business for examination.
Accordingly,  Seller  shall permit Buyer and its representatives,  attorneys,
accountants and agents to have access to the same at all reasonable times and
places.

     7.3   Conduct of Interim Operations. From the date hereof to the Closing
Date:



     (a)  Affirmative Covenants. Seller shall do the following:

          (1)  Operations. Conduct its business as presently conducted in the
usual,  regular,  and ordinary course and scope, and do  all  things  in  the
ordinary  course  of  business, consistent with past practice,  necessary  to
preserve,  renew, and keep in full force and effect all rights and franchises
that are necessary to continue its business.

          (2)   Corporate  Existence. Maintain its corporate existence,  good
standing, and qualification to transact business in the State of Nevada.

          (3)  Compliance with Applicable Laws. Substantially comply with all
Applicable  Laws  and timely pay all amounts that, if unpaid,  would  have  a
Material Adverse Effect on the Seller's business affairs or prospects.

          (4)  Insurance. Maintain all insurance.

          (5)  Litigation. Advise Buyer immediately of any lawsuit threatened
or filed against Seller.

          (6)   Material Loss. Immediately notify Buyer of any event  causing
or  that  may reasonably be expected to cause a material loss to Seller  with
respect to the Assets or result in a material decline in value of the  Assets
or the Seller's business or prospects.

          (7)   Preservation  of Business. Employ all reasonable  efforts  to
preserve the Seller's business intact, to keep available to Buyer the present
employees  of  the Seller, and to maintain good relations with suppliers  and
customers and others having business relations with the Seller.

     (b)  Negative Covenants. Seller shall not do any of the following:

          (1)   New  Encumbrances. Create, incur, assume, or suffer to  exist
any  new  encumbrance  (including, but not limited to,  charges  on  property
purchased under conditional sales or other title retention agreements) on any
of  the  Assets other than in the ordinary course and scope of  the  Seller's
business.

          (2)   Disposition  of Assets. Sell, dispose of,  mortgage,  pledge,
grant a security interest in or otherwise dispose of or encumber any Asset or
interests therein other than in the ordinary course and scope of the Seller's
business.

          (3)   Contracts. Enter into any contracts or agreements, or  amend,
modify,  or  terminate any contracts or agreements, except  in  the  ordinary
course and scope of the Seller's business;

          (4)   Compensation. Except for wage increases required  by  law  or
governmental regulations, and merit or length of service increases granted in
the  ordinary course and scope of the Seller's business consistent with  past



practices, increase the compensation or benefits payable or to become payable
to any employee.

     7.4  Tax Covenants.

     (a)   Seller and Buyer shall reasonably cooperate, and shall cause their
respective   affiliates,   officers,   employees,   agents,   auditors    and
representatives reasonably to cooperate, in preparing and filing all  Returns
relating  to Taxes, including maintaining and making available to each  other
all  records necessary in connection with Taxes and in resolving all disputes
and audits with respect to all taxable periods relating to Taxes.

     (b)  All transfer, documentary stamp, sales, use, registration and other
such  Taxes and related fees (including any penalties, interest and additions
to  Tax)  incurred  in  connection with this Agreement and  the  transactions
contemplated  hereby shall be paid by Seller; and Buyer  shall  cooperate  in
timely making all filings as may be required to comply with the provisions of
such Tax laws.

     (c)   Any personal property or similar taxes with respect to the  Assets
attributable to the Pre-Effective Tax Period shall be borne by Seller.

     7.5   Changes to Disclosure Schedule. Between the date of this Agreement
and  the  Closing  Date,  Seller  shall  promptly  inform  Buyer  of  events,
circumstances, or other developments that occur between such dates that would
have been described in the Disclosure Schedule had such events, circumstances
or  other  developments occurred on or prior to the date of  this  Agreement.
Having  so  informed  Buyer, Seller shall provide  Buyer  with  such  further
information  regarding  such  event, circumstance  or  development  as  Buyer
reasonably  requests. Within three business days of Buyer's receipt  of  such
additional information, Buyer shall notify Seller and shareholders that:  (i)
Seller may amend the Disclosure Schedule to describe such event, circumstance
or  other development, without liability to Seller; or (ii) Buyer intends  to
terminate this Agreement pursuant Section 8.1(b).

     7.6  Liabilities. Seller shall pay all of its liabilities as they become
due,  whether  due  prior  to,  on or after the Effective  Time  (other  than
liabilities expressly assumed hereunder by Buyer).

                                ARTICLE VIII
                          Termination of Agreement

     This Agreement may be terminated at any time prior to the Closing:

     (a)  by mutual written consent of all parties;

     (b)   by  either  Buyer  or  Seller if any  of  the  representations  or
warranties of the other party contained herein shall be inaccurate or  untrue
in  an material respect and such inaccuracy cannot reasonably be expected  to
be cured prior to the Closing;



     (c)   by either Buyer or Seller if any obligation, term or condition  to
be  performed, kept or observed by such other party hereunder  has  not  been
performed, kept or observed in any material respect at or prior to  the  time
specified in this Agreement;

     (d)   by  either  Buyer or Seller if any permanent injunction  or  other
order of a court or other competent authority preventing the consummation  of
the  transactions contemplated by this Agreement shall have become final  and
nonappealable;

     (e)  by either Buyer or Seller if not then in material breach of any  of
its  obligations hereunder, if the Closing has not occurred by  December  31,
2002.

     Any  termination  pursuant to this Section 8.1 shall be  effective  upon
notice  thereof having been given to the non-terminating party in  accordance
with Section 9.2 hereof.

     No  party  hereto  shall be liable to any other  party  hereto  if  this
Agreement is terminated pursuant to Section 8.1(a), (b) or (d).

                                 ARTICLE IX
                          Miscellaneous Provisions

     9.1  No Negotiations by Seller. Unless and until this Agreement has been
properly  terminated  pursuant  to Article  VIII  hereof,  Seller  shall  not
directly  or  indirectly,  through any officer,  director,  agent,  employee,
representative  or  otherwise,  make,  solicit,  initiate  or  encourage  the
submission  of  proposals  or  offers, or  accept  offers,  from  any  person
(including   any   of   its   officers  or   employees)   relating   to   any
recapitalization,   merger,  consolidation  or  other  business   combination
involving  Seller, any sale of all or a substantial portion of the assets  of
Seller,  or  the sale of any material equity interest in Seller (any  of  the
foregoing, a "Competing Transaction"). During such period, Seller shall  not,
directly or indirectly, participate in any negotiations regarding, furnish to
any  other  person  any information with respect to, or otherwise  cooperate,
assist or participate in, any effort or attempt by any third party to propose
or  effect  any  Competing  Transaction. Seller shall  notify  Buyer  of  any
Competing  Transaction  or  any  inquiry relating  to  a  possible  Competing
Transaction and shall deliver to Buyer any information furnished to or by any
such third party.

     9.2   Notice.  All  notices, requests, demands and other  communications
required or permitted under this Agreement shall be deemed to have been  duly
given  and  made if in writing and served either by personal delivery  (which
shall  include delivery by Federal Express or similar services) to the  party
for  whom it is intended or by being deposited postage prepaid, certified  or
registered  mail, return receipt requested (or such form of mail  as  may  be
substituted  therefore  by postal authorities), in the  United  States  mail,
bearing the address shown in this Agreement for, or such other address as may
be designated in writing hereafter by, such party:

     If to Buyer:                   With a copy to:

     Euro Technology Outfitters              Donald J. Stoecklein, Esq.
     1850 E. Flamingo Road, Suite 111        Stoecklein Law Group



     Las Vegas, Nevada 89119                 402 West Broadway, Suite 400
     Attn: Anthony DeMint                    San Diego, California 92101

     If to Seller:                 With a copy to:

     Petrol Energy, Inc.
     Paul Branagan, President
     6265 S. Stevenson Way
     Las Vegas, NV  89120

     9.3   Entire Agreement. This Agreement, the Exhibits, the Appendices and
the  Disclosure Schedule embody the entire agreement and understanding of the
parties  hereto with respect to the subject matter hereof, and supersede  all
prior agreements and understandings relative to said subject matter.

     9.4   Binding Effect; Assignment. This Agreement and the various  rights
and  obligations  arising hereunder shall inure to  the  benefit  of  and  be
binding  upon Buyer, its representatives, successors and assigns, and Seller,
its  representatives, successors and assigns. Neither this Agreement nor  any
of  the  rights,  interests or obligations hereunder shall be transferred  or
assigned  (by operation of law or otherwise) by any party hereto without  the
prior  written consent of the other parties, except that Seller shall  assign
its  rights  hereunder,  including all rights to the Share  Portion  and  the
Option Portion, to its stockholders upon dissolution of Seller.

     9.5  No Third-Party Beneficiaries. Nothing herein, expressed or implied,
is intended or shall be construed to confer upon or give to any person, firm,
corporation  or  legal  entity, other than the parties  hereto,  any  rights,
remedies or other benefits under or by reason of this Agreement.

     9.6   Counterparts.  This  Agreement may be executed  simultaneously  in
multiple counterparts, each of which shall be deemed an original, but all  of
which taken together shall constitute one and the same instrument.

     9.7   Expenses. Each of the parties hereto will bear its own  costs  and
expenses  (including  legal,  accounting and consulting  fees  and  expenses)
incurred in connection with this Agreement and the Asset Purchase.

     9.8   Waiver;  Consent.  This Agreement may  not  be  changed,  amended,
terminated,  rescinded  or  discharged (other than  in  accordance  with  its
terms),  in  whole or in part, except by a writing executed  by  the  parties
hereto,  and  no  waiver  of  any of the provisions  or  conditions  of  this
Agreement  or  any  of  the rights of a party hereto shall  be  effective  or
binding  unless  such  waiver shall be in writing and  signed  by  the  party
claimed to have given or consented thereto.

     9.9   Other  and  Further Covenants. The parties shall, in  good  faith,
execute such other and further instruments, assignments or documents  as  may



be  necessary for the consummation of the transactions contemplated  by  this
Agreement, and shall assist and cooperate with each other in connection  with
these activities.

     9.10 Governing Law. This Agreement shall in all respects be construed in
accordance  with  and governed by the laws of the State  of  Nevada,  without
regard to any, such laws relating to choice or conflict of laws.

     9.11  Public Announcements. Neither Buyer nor Seller shall, without  the
prior  written  consent  of the other, make any public  announcement  or  any
release  to trade publications or to the press or make any statement  to  any
competitor,  customer  or  any  other  third  party  with  respect   to   the
transactions  contemplated  herein,  except  such  announcement,  release  or
statement  necessary in the opinion of its counsel to comply with  applicable
requirements  of  law. The parties hereto agree that upon execution  of  this
Agreement and on the Closing Date, they shall jointly prepare press  releases
for appropriate dissemination, if any.


     IN  WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.


                                   PETROL ENERGY, INC.


                                   By:/s/ Paul Branagan
                                          Paul Branagan, President



                                   EURO TECHNOLOGY OUTFITTERS


                                   By:/s/ Anthony DeMint
                                         Anthony N. DeMint, President




                                                                    EXHIBIT A


                                 ASSET LIST


ASSETS:

        Cash                               $12,000.00
        Leases                             448,049.00

             Total                         460,049.00



                                                                  EXHIBIT A-1


                               EXCLUDED ASSETS



Excluded Assets are to be considered any assets that do not directly relate
to the mineral leases and cash as described in Exhibit "A" hereto..



                                                                    EXHIBIT B



                                 LIABILITIES

                   MATERIAL CONTRACTS/LEASES TO BE ASSUMED


Leases                             $449,049.00



                                                                    EXHIBIT C


     GENERAL CONVEYANCE, TRANSFER, ASSIGNMENT AND BILL OF SALE AGREEMENT



          GENERAL CONVEYANCE, TRANSFER, ASSIGNMENT AND BILL OF SALE


     THIS  GENERAL  CONVEYANCE, TRANSFER, ASSIGNMENT AND BILL OF  SALE  (this
"Assignment") effective as of August 19, 2002, is between Petrol Energy Inc.,
a  Nevada  corporation  ("Seller") and Euro Technology Outfitters,  a  Nevada
corporation ("Buyer").

                                 WITNESSETH:

     WHEREAS,  Seller  is in the business (the "Business")  of  oil  and  gas
exploration and development;

     WHEREAS,  Seller and Buyer have entered into an Asset Purchase Agreement
dated as of August 19, 2002 ("the Purchase Agreement") providing, among other
things,  for  the  sale by Seller and purchase by Buyer  of  the  Assets  (as
defined herein); and

     WHEREAS,  in order to effectuate the sale and purchase of the Assets  as
aforesaid,  Seller is executing and delivering this Assignment and  Buyer  is
delivering consideration as set forth herein.

      NOW,  THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and in the Purchase Agreement, and other good
and  valuable consideration, the receipt and sufficiency of which are  hereby
acknowledged, Seller hereby acts and agrees as follows:

1.    Conveyance of Assets. Subject to Paragraphs 2 and 3 hereof, the  Seller
hereby  SELLS,  CONVEYS, TRANSFERS, ASSIGNS AND DELIVERS unto Buyer  and  its
successors  and  assigns,  forever, all the assets,  rights,  and  properties
described  in  the  following  clauses (a)  through  (e)  (collectively,  the
"Assets").

(a)  License and Permits. All right, title and interest of Seller in, to  and
     under all licenses, permits, authorizations and other rights of every kind
     and character relating to the Business under any federal, state or local
     statute, ordinance or regulation.

(b)  Intangible  Assets. All right, title and interest of Seller  in,  to  an
     under all trademarks, technology, know-how, data, copyrights, trade-names,
     service marks, licenses, covenants by others not to compete, rights  and
     privileges used in the Business and the goodwill associated with the
     Business in connection with which the marks are used.

(c)  Contracts and Leases. All right, title and interest of Seller in, to and
     under  all  contracts, leases and agreements to which it is a  party  or
     beneficiary (the "Material Contracts/Leases"), all of which are set forth
     in Exhibit A attached to the Purchase Agreement.

(d)  Name. The name of "Petrol" and any variations thereupon.



(e)  Prepaid  Expenses, Cash. All prepaid expenses and deposits  relating  to
     the Assets, all cash of Seller.

2.   Excluded Assets. Notwithstanding the foregoing, Seller may retain on and
from the Closing Date, the assets used in, relating to or associated with the
Business listed on Exhibit A-1 to the Purchase Agreement.

3.   Consideration.  As consideration for the Assets, Buyer herewith delivers
to   Seller,  Ten  Million  Nine  Hundred  Eighteen  Thousand  Three  Hundred
(10,918,300) Shares of common stock of Euro Technology Outfitters.

4.    Assumption  of Buyer.  Buyer assumes only those liabilities  associated
with  the  Material Contracts/Leases set forth on Exhibit B to  the  Purchase
Agreement.

5.    Defined  Terms.   All capitalized terms used herein without  definition
shall have the meanings assigned to them in the Purchase Agreement.

6.    Counterparts.  This  Assignment  may  be  executed  in  any  number  of
counterparts, and each counterpart hereof shall be deemed to be  an  original
instrument, but all such counterparts shall constitute but one assignment.

7.    Further Assurances. From time to time, as and when requested by  Buyer,
Seller shall execute and deliver or cause to be executed and delivered,  such
documents and instruments and shall take, or cause to be taken, such  further
or  other actions as may be reasonably necessary to carry out the purposes of
this Agreement.

8.    Controlling Agreement.  It is contemplated that Seller may, at any time
or  from  time to time, execute acknowledge and deliver one or more  separate
instruments  of assignment and conveyance relating to certain of the  Assets.
No such separate instrument of assignment or conveyance shall limit the scope
and  effect of this Assignment.  In the event that any conflict or  ambiguity
exists  as  between  this  Assignment and any  such  separate  instrument  of
assignment,  the terms and provisions of this Agreement shall govern  and  be
controlling.

9.    Governing Law. The validity of this Assignment shall be governed by and
construed  in accordance with the laws of the State of Nevada, excluding  any
conflicts-of-law rule or principle which might refer to another jurisdiction.

10.   Successors  and  Assigns. This Assignment shall  bind  Seller  and  its
successors  and assigns and inure to the benefit of Buyer and its  successors
and assigns.

11.    Descriptive  Headings.   The  descriptive  headings  of  the   several
Paragraphs,  subparagraphs and clauses of this Assignment were  inserted  for
convenience  only  and  shall  not  be  deemed  to  affect  the  meaning   or
construction of any of the provisions hereof.



     EXECUTED  as of the date first set forth above.



                              Seller:

                              Petrol Energy Inc.


                              /s/ Paul Branagan
                              Paul Branagan, President


                              Buyer:

                              Euro Technology Outfitters


                              /s/ Anthony DeMint
                              Anthony N. DeMint, President

EX-3

                          CERTIFICATE OF AMENDMENT

                                     OF

                          ARTICLES OF INCORPORATION

                                     OF

                         EURO TECHNOLOGY OUTFITTERS




     I,   the   undersigned  President  and  Secretary  of  EURO   TECHNOLOGY

OUTFITTERS, do hereby certify that:

     The  Board of Directors of said Corporation, by majority consent of  the

directors  on  August 1, 2002, adopted a resolution to amend  Article  I  and

Article VI, of the original Articles as follows:

                              Article I - NAME

The exact name of this Corporation is:

                          PETROL OIL AND GAS, INC.

                         Article VI - CAPITAL STOCK

     Section  1.Authorized  Shares.  The total number  of  shares  that  this

corporation is authorized to issue is 100,000,000 shares of Common  Stock  of

$.001  par value and 10,000,000 shares of Preferred Stock of $.001 par value.

The  authority of the Corporation to issue non-voting convertible and/or non-

voting  non-convertible preferred shares together with additional classes  of

shares  may  be  limited  by  resolution of the Board  of  Directors  of  the

Corporation.  Preferred shares and additional classes of shares may be issued

from  time  to  time as the Board of Directors may determine  in  their  sole

judgment and without the necessity of action by the holders of Shares.



     The number of shares of the corporation outstanding and entitled to vote

on  an amendment to the Articles of Incorporation is 6,476,240; that the said

changes  and  amendments have been consented to and approved by  a  unanimous

consent of the stockholders holding 100% of stock outstanding and entitled to

vote thereon on August 1, 2002.

     Dated: August 20, 2002
                              /s/ Anthony DeMint
                              ____________________________________
                              ANTHONY N. DeMINT, President

                              /s/ Anthony DeMint
                              _____________________________________
                              ANTHONY N. DeMINT, Secretary



STATE OF NEVADA     )
                    )  SS:
COUNTY OF CLARK     )

     On  August  20,  2002, personally appeared before me, a  Notary  Public,
ANTHONY  N.  DeMINT,  who is the President and Secretary of  Euro  Technology
Outfitters  and who acknowledged to me that he executed the above  instrument
on behalf of the Corporation.

                              /s/ Debra Amigone
                              _____________________________________
                              NOTARY PUBLIC

EX-3

                   ARTICLES OF INCORPORATION

                               OF

                   Euro Technology Outfitters



     KNOW ALL MEN BY THESE PRESENTS:

     That  the  undersigned, being at least eighteen (18) years  of  age  and

acting  as the incorporator of the Corporation hereby being formed under  and

pursuant to the laws of the State of Nevada, does hereby certify that:

Article I - NAME

The exact name of this corporation is:

                         Euro Technology Outfitters

Article II - REGISTERED OFFICE AND RESIDENT AGENT

          The  registered office and place of business in the State of Nevada

of  this corporation shall be located at 1850 E. Flamingo Rd., Suite 111, Las

Vegas,  Nevada.   The  resident  agent  of  the  corporation  is  DONALD   J.

STOECKLEIN,  whose  address is 1850 E. Flamingo Rd., Suite  111,  Las  Vegas,

Nevada 89119.

Article III - DURATION

     The Corporation shall have perpetual existence.

Article IV - PURPOSES

     The   purpose,  object  and  nature  of  the  business  for  which  this

corporation is organized are:

          (a)   To  engage  in  any lawful activity, (b)  To  carry  on  such

     business as may be necessary, convenient, or desirable to accomplish the



     above purposes, and to do all other things incidental thereto which  are

     not forbidden by law or by these Articles of Incorporation.

Article V - POWERS

     This  Corporation is formed pursuant to Chapter 78 of the Nevada Revised

Statutes.   The  powers of the Corporation shall be those powers  granted  by

78.060 and 78.070 of the Nevada Revised Statutes under which this corporation

is  formed.   In addition, the corporation shall have the following  specific

powers:

          (a)  To elect or appoint officers and agents of the corporation and

     to  fix  their compensation; (b)  To act as an agent for any individual,

     association,  partnership, corporation or other legal  entity;  (c)   To

     receive, acquire, hold, exercise rights arising out of the ownership  or

     possession  thereof,  sell, or otherwise dispose  of,  shares  or  other

     interests in, or obligations of, individuals, association, partnerships,

     corporations,  or governments; (d)  To receive, acquire,  hold,  pledge,

     transfer,  or otherwise dispose of shares of the corporation,  but  such

     shares  may  only be purchased, directly or indirectly,  out  of  earned

     surplus;  (e)  To make gifts or contributions for the public welfare  or

     for charitable, scientific or educational purposes.

Article VI - CAPITAL STOCK

          Section  1.   Authorized Shares.  The total number of shares  which

     this  corporation  is authorized to issue 20,000,000  shares  of  Common

     Stock  of  $.001  par value and 5,000,000 shares of Preferred  Stock  of

     $.001  par  value. The authority of the Corporation to issue  non-voting

     convertible and/or non-voting non-convertible preferred shares  together




     with  additional classes of shares may be limited by resolution  of  the

     Board  of Directors of the Corporation.  Preferred shares and additional

     classes  of  shares  may be issued from time to time  as  the  Board  of

     Directors may determine in their sole judgment and without the necessity

     of action by the holders of Shares.

          Section  2.   Voting Rights of Stockholders.  Each  holder  of  the

     Common  Stock  shall  be entitled to one vote for each  share  of  stock

     standing in his name on the books of the corporation.

          Section  3.  Consideration for Shares.  The Common Stock  shall  be

     issued  for such consideration, as shall be fixed from time to  time  by

     the  Board of Directors.  In the absence of fraud, the judgment  of  the

     Directors as to the value of any property or services received  in  full

     or  partial  payment for shares shall be conclusive.   When  shares  are

     issued  upon  payment  of  the  consideration  fixed  by  the  Board  of

     Directors, such shares shall be taken to be fully paid stock  and  shall

     be   non-assessable.   The  Articles  shall  not  be  amended  in   this

     particular.

          Section  4.  Stock Rights and Options.  The corporation shall  have

     the power to create and issue rights, warrants, or options entitling the

     holders  thereof  to purchase from the corporation  any  shares  of  its

     capital  stock  of any class or classes, upon such terms and  conditions

     and  at  such  times and prices as the Board of Directors  may  provide,

     which  terms  and conditions shall be incorporated in an  instrument  or

     instruments  evidencing  such rights.  In  the  absence  of  fraud,  the

     judgment  of the Directors as to the adequacy of consideration  for  the

     issuance of such rights or options and the sufficiency thereof shall  be

     conclusive.

Article VII - MANAGEMENT

     For  the  management of the business, and for the conduct of the affairs

of the corporation, and for the future definition, limitation, and regulation

of  the powers of the corporation and its directors and stockholders,  it  is

further provided:



          Section  1.   Size of Board.  The initial number of  the  Board  of

     Directors  shall be one (1).  Thereafter, the number of directors  shall

     be  as  specified in the Bylaws of the corporation, and such number  may

     from time to time be increased or decreased in such manner as prescribed

     by the Bylaws.  Directors need not be stockholders.

          Section  2.  Powers of Board.  In furtherance and not in limitation

     of the powers conferred by the laws of the State of Nevada, the Board of

     Directors is expressly authorized and empowered:

          (a)   To  make, alter, amend, and repeal the Bylaws subject to  the

     power  of  the stockholders to alter or repeal the Bylaws  made  by  the

     Board of Directors;

          (b)   Subject  to the applicable provisions of the Bylaws  then  in

     effect, to determine, from time to time, whether and to what extent, and

     at what times and places, and under what conditions and regulations, the

     accounts and books of the corporation, or any of them, shall be open  to

     stockholder inspection.  No stockholder shall have any right to  inspect

     any  of  the accounts, books or documents of the corporation, except  as

     permitted by law, unless and until authorized to do so by resolution  of

     the Board of Directors or of the stockholders of the Corporation;

          (c)    To   authorize  and  issue,  without  stockholder   consent,

     obligations of the Corporation, secured and unsecured, under such  terms

     and  conditions as the Board, in its sole discretion, may determine, and

     to  pledge  or  mortgage, as security therefore, any  real  or  personal

     property of the corporation, including after-acquired property;

          (d)   To  determine whether any and, if so, what part of the earned

     surplus  of  the  corporation  shall  be  paid  in  dividends   to   the

     stockholders,  and to direct and determine other use and disposition  of

     any such earned surplus;



          (e)   To  fix, from time to time, the amount of the profits of  the

     corporation  to be reserved as working capital or for any  other  lawful

     purpose;

          (f)   To  establish bonus, profit-sharing, stock option,  or  other

     types  of  incentive  compensation plans for  the  employees,  including

     officers  and  directors, of the corporation, and to fix the  amount  of

     profits  to  be shared or distributed, and to determine the  persons  to

     participate  in  any  such  plans and the  amount  of  their  respective

     participations.

          (g)   To  designate,  by  resolution or  resolutions  passed  by  a

     majority of the whole Board, one or more committees, each consisting  of

     two  or  more  directors,  which, to the extent  permitted  by  law  and

     authorized by the resolution or the Bylaws, shall have and may  exercise

     the powers of the Board;

          (h)   To provide for the reasonable compensation of its own members

     by  Bylaw,  and  to  fix  the  terms  and  conditions  upon  which  such

     compensation will be paid;

          (i)   In addition to the powers and authority hereinbefore,  or  by

     statute,  expressly  conferred  upon it,  the  Board  of  Directors  may

     exercise  all  such powers and do all such acts and  things  as  may  be

     exercised  or  done  by the corporation, subject, nevertheless,  to  the

     provisions  of  the  laws of the State of Nevada, of these  Articles  of

     Incorporation, and of the Bylaws of the corporation.

          Section  3.   Interested  Directors.  No  contract  or  transaction

     between  this  corporation  and any of its directors,  or  between  this

     corporation and any other corporation, firm, association, or other legal

     entity  shall be invalidated by reason of the fact that the director  of

     the  corporation  has  a  direct  or  indirect  interest,  pecuniary  or



     otherwise,  in such corporation, firm, association, or legal entity,  or

     because the interested director was present at the meeting of the  Board

     of  Directors  which  acted upon or in reference  to  such  contract  or

     transaction,  or because he participated in such action, provided  that:

     (1)  the interest of each such director shall have been disclosed to  or

     known by the Board and a disinterested majority of the Board shall have,

     nonetheless,  ratified and approved such contract or  transaction  (such

     interested director or directors may be counted in determining whether a

     quorum is present for the meeting at which such ratification or approval

     is given); or (2) the conditions of N.R.S. 78.140 are met.

          Section  4.  Names and Addresses.  The name and post office address

     of  the  first Board of Directors which shall consist of one (1) persons

     who  shall  hold  office until their successors  are  duly  elected  and

     qualified, are as follows:

          NAME                     ADDRESS

          ANTHONY DEMINT           1850 E. FLAMINGO ROAD, # 111
                                   LAS VEGAS, NEVADA 89119

Article VIII - PLACE OF MEETING;  CORPORATE BOOKS

     Subject  to  the laws of the State of Nevada, the stockholders  and  the

directors  shall  have power to hold their meetings, and the directors  shall

have  power  to have an office or offices and to maintain the  books  of  the

Corporation outside the State of Nevada, at such place or places as may  from

time to time be designated in the Bylaws or by appropriate resolution.

Article IX - AMENDMENT OF ARTICLES

     The  provisions  of  these  Articles of Incorporation  may  be  amended,

altered  or  repealed  from  time to time to the extent  and  in  the  manner



prescribed  by  the  laws of the State of Nevada, and  additional  provisions

authorized by such laws as are then in force may be added.  All rights herein

conferred on the directors, officers and stockholders are granted subject  to

this reservation.

Article X - INCORPORATOR

     The  name  and  address of the incorporator signing  these  Articles  of

Incorporation are as follows:

          NAME                POST OFFICE ADDRESS

          ANTHONY DEMINT      1850 E. FLAMINGO ROAD, # 111
                              LAS VEGAS, NEVADA 89119

Article XI - LIMITED LIABILITY OF OFFICERS AND DIRECTORS

     Except  as  hereinafter  provided, the officers  and  directors  of  the

corporation  shall  not  be  personally liable  to  the  corporation  or  its

stockholders  for  damages for breach of fiduciary  duty  as  a  director  or

officer.   This limitation on personal liability shall not apply to  acts  or

omissions  which involve intentional misconduct, fraud, knowing violation  of

law,  or unlawful distributions prohibited by Nevada Revised Statutes Section

78.300.

     IN  WITNESS  WHEREOF, the undersigned incorporator  has  executed  these
Articles

of Incorporation this 29 day of February, 2000.



                                     /s/ Anthony DeMint
                                     Anthony DeMint
STATE OF NEVADA  )
                 )  ss:
COUNTY OF CLARK  )

          On  February  29,  2000, personally appeared before  me,  a  Notary
Public, Anthony DeMint, who acknowledged to me that he executed the foregoing
Articles of Incorporation.

                                        /s/ Debra Amigone
                                        _________________________________
                                                  NOTARY PUBLIC

EX-3

                             BYLAWS

                               OF

                   EURO TECHNOLOGY OUTFITTERS
                      a Nevada corporation


                           ARTICLE I

                            OFFICES

          Section 1.     PRINCIPAL OFFICES.  The principal office shall be in
the City of Las Vegas, County of Clark, State of Nevada.

          Section  2.     OTHER OFFICES.  The board of directors may  at  any
time establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                           ARTICLE II

                    MEETINGS OF STOCKHOLDERS

          Section  1.     PLACE OF MEETINGS.  Meetings of stockholders  shall
be  held at any place within or without the State of Nevada designated by the
board  of  directors.  In the absence of any such designation,  stockholders'
meetings shall be held at the principal executive office of the corporation.

          Section   2.       ANNUAL   MEETINGS.   The  annual   meetings   of
stockholders  shall be held at a date and time designated  by  the  board  of
directors.   (At  such  meetings, directors shall be elected  and  any  other
proper business may be transacted by a plurality vote of stockholders.)

          Section  3.      SPECIAL  MEETINGS.   A  special  meeting  of   the
stockholders,  for any purpose or purposes whatsoever, unless  prescribed  by
statute or by the articles of incorporation, may be called at any time by the
president and shall be called by the president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing
of  stockholders holding shares in the aggregate entitled to  cast  not  less
than a majority of the votes at any such meeting.

          The  request  shall  be in writing, specifying  the  time  of  such
meeting,  the  place  where it is to be held and the general  nature  of  the
business proposed to be transacted, and shall be delivered personally or sent
by  registered mail or by telegraphic or other facsimile transmission to  the
chairman of the board, the president, any vice president or the secretary  of
the  corporation.  The officer receiving such request forthwith  shall  cause



notice  to be given to the stockholders entitled to vote, in accordance  with
the provisions of Sections 4 and 5 of this Article II, that a meeting will be
held at the time requested by the person or persons calling the meeting,  not
less than thirty-five (35) nor more than sixty (60) days after the receipt of
the  request.   If  the  notice is not given within twenty  (20)  days  after
receipt of the request, the person or persons requesting the meeting may give
the  notice.  Nothing contained in this paragraph of this Section 3 shall  be
construed  as  limiting,  fixing or affecting the  time  when  a  meeting  of
stockholders called by action of the board of directors may be held.

          Section  4.      NOTICE OF STOCKHOLDERS' MEETINGS.  All notices  of
meetings of stockholders shall be sent or otherwise given in accordance  with
Section 5 of this Article II not less than ten (10) nor more than sixty  (60)
days  before the date of the meeting being noticed.  The notice shall specify
the  place,  date and hour of the meeting and (i) in the case  of  a  special
meeting the general nature of the business to be transacted, or (ii)  in  the
case of the annual meeting those matters which the board of directors, at the
time of giving the notice, intends to present for action by the stockholders.
The  notice of any meeting at which directors are to be elected shall include
the  name  of  any  nominee or nominees which, at the  time  of  the  notice,
management intends to present for election.

          If  action  is proposed to be taken at any meeting for approval  of
(i)  contracts or transactions in which a director has a direct  or  indirect
financial interest, (ii) an amendment to the articles of incorporation, (iii)
a  reorganization of the corporation, (iv) dissolution of the corporation, or
(v) a distribution to preferred stockholders, the notice shall also state the
general nature of such proposal.

          Section  5.      MANNER  OF  GIVING NOTICE;  AFFIDAVIT  OF  NOTICE.
Notice of any meeting of stockholders shall be given either personally or  by
first-class  mail  or  telegraphic or other  written  communication,  charges
prepaid,  addressed  to the stockholder at the address  of  such  stockholder
appearing on the books of the corporation or given by the stockholder to  the
corporation  for the purpose of notice.  If no such address  appears  on  the
corporation's books or is given, notice shall be deemed to have been given if
sent by mail or telegram to the corporation's principal executive office,  or
if  published  at  least once in a newspaper of general  circulation  in  the
county where this office is located.  Personal delivery of any such notice to
any officer of a corporation or association or to any member of a partnership
shall constitute delivery of such notice to such corporation, association  or
partnership.   Notice shall be deemed to have been given  at  the  time  when
delivered  personally or deposited in the mail or sent by telegram  or  other
means  of written communication.  In the event of the transfer of stock after
delivery or mailing of the notice of and prior to the holding of the meeting,
it  shall  not be necessary to deliver or mail notice of the meeting  to  the
transferee.

          If  any  notice addressed to a stockholder at the address  of  such
stockholder  appearing on the books of the corporation  is  returned  to  the
corporation by the United States Postal Service marked to indicate  that  the
United  States  Postal  Service  is unable  to  deliver  the  notice  to  the
stockholder at such address, all future notices or reports shall be deemed to
have  been  duly given without further mailing if the same shall be available
to  the  stockholder upon written demand of the stockholder at the  principal
executive office of the corporation for a period of one year from the date of
the giving of such notice.



          An  affidavit of the mailing or other means of giving any notice of
any  stockholders'  meeting  shall be executed by  the  secretary,  assistant
secretary  or any transfer agent of the corporation giving such  notice,  and
shall be filed and maintained in the minute book of the corporation.

          Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

          Section 6.     QUORUM.  The presence in person or by proxy  of  the
holders  of  a  majority of the shares entitled to vote  at  any  meeting  of
stockholders  shall  constitute a quorum for  the  transaction  of  business,
except  as  otherwise provided by statute or the articles  of  incorporation.
The  stockholders present at a duly called or held meeting at which a  quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any  action
taken  (other  than adjournment) is approved by at least a  majority  of  the
shares required to constitute a quorum.

          Section   7.       ADJOURNED  MEETING  AND  NOTICE  THEREOF.    Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may  be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence
of a quorum, no other business may be transacted at such meeting.

          When  any  meeting of stockholders, either annual  or  special,  is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken.  At any adjourned meeting the corporation may  transact
any business which might have been transacted at the original meeting.

          Section  8.      VOTING.   Unless  a record  date  set  for  voting
purposes  be  fixed as provided in Section 1 of Article VII of these  bylaws,
only  persons  in  whose names shares entitled to vote  stand  on  the  stock
records of the corporation at the close of business on the business day  next
preceding the day on which notice is given (or, if notice is waived,  at  the
close  of  business on the business day next preceding the day on  which  the
meeting  is held) shall be entitled to vote at such meeting.  Any stockholder
entitled to vote on any matter other than elections of directors or officers,
may  vote part of the shares in favor of the proposal and refrain from voting
the  remaining  shares  or  vote  them against  the  proposal,  but,  if  the
stockholder fails to specify the number of shares such stockholder is  voting
affirmatively,  it  will  be  conclusively presumed  that  the  stockholder's
approving vote is with respect to all shares such stockholder is entitled  to
vote.   Such vote may be by voice vote or by ballot; provided, however,  that
all elections for directors must be by ballot upon demand by a stockholder at
any election and before the voting begins.

          When a quorum is present or represented at any meeting, the vote of
the  holders of a majority of the stock having voting power present in person
or  represented  by  proxy  shall decide any  question  brought  before  such
meeting,  unless the question is one upon which by express provision  of  the
statutes or of the articles of incorporation a different vote is required  in



which  case  such express provision shall govern and control the decision  of
such  question.   Every  stockholder of record of the  corporation  shall  be
entitled at each meeting of stockholders to one vote for each share of  stock
standing in his name on the books of the corporation.

          Section  9.     WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.
The  transactions at any meeting of stockholders, either annual  or  special,
however  called and noticed, and wherever held, shall be as valid  as  though
had  at  a  meeting duly held after regular call and notice, if a  quorum  be
present  either  in person or by proxy, and if, either before  or  after  the
meeting,  each person entitled to vote, not present in person  or  by  proxy,
signs a written waiver of notice or a consent to a holding of the meeting, or
an approval of the minutes thereof.  The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any regular or
special  meeting of stockholders, except that if action is taken or  proposed
to  be  taken  for approval of any of those matters specified in  the  second
paragraph  of Section 4 of this Article II, the waiver of notice  or  consent
shall  state the general nature of such proposal.  All such waivers, consents
or  approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

          Attendance of a person at a meeting shall also constitute a  waiver
of  notice  of such meeting, except when the person objects, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the meeting.

          Section  10.     STOCKHOLDER ACTION BY WRITTEN  CONSENT  WITHOUT  A
MEETING.   Any action which may be taken at any annual or special meeting  of
stockholders  may be taken without a meeting and without prior notice,  if  a
consent  in  writing, setting forth the action so taken,  is  signed  by  the
holders  of  outstanding shares having not less than the  minimum  number  of
votes  that would be necessary to authorize or take such action at a  meeting
at  which  all shares entitled to vote thereon were present and  voted.   All
such  consents shall be filed with the secretary of the corporation and shall
be  maintained  in the corporate records.  Any stockholder giving  a  written
consent, or the stockholder's proxy holders, or a transferee of the shares of
a  personal  representative  of the stockholder  of  their  respective  proxy
holders, may revoke the consent by a writing received by the secretary of the
corporation prior to the time that written consents of the number  of  shares
required to authorize the proposed action have been filed with the secretary.

          Section  11.     PROXIES.   Every  person  entitled  to  vote   for
directors  or  on any other matter shall have the right to do  so  either  in
person  or by one or more agents authorized by a written proxy signed by  the
person  and  filed with the secretary of the corporation.  A proxy  shall  be
deemed  signed if the stockholder's name is placed on the proxy  (whether  by
manual signature, typewriting, telegraphic transmission or otherwise) by  the
stockholder or the stockholder's attorney in fact.  A validly executed  proxy
which does not state that it is irrevocable shall continue in full force  and
effect  unless revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the proxy  is



revoked  or  by a subsequent proxy executed by, or attendance at the  meeting
and  voting  in person by the person executing the proxy; provided,  however,
that no such proxy shall be valid after the expiration of six (6) months from
the date of such proxy, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in  force, which in no case shall exceed seven (7) years from the date of its
execution.  Subject to the above and the provisions of Section 78.355 of  the
Nevada  General Corporation Law, any proxy duly executed is not  revoked  and
continues in full force and effect until an instrument revoking it or a  duly
executed  proxy  bearing  a later date is filed with  the  secretary  of  the
corporation.

          Section  12.     INSPECTORS OF ELECTION.   Before  any  meeting  of
stockholders,  the  board of directors may appoint  any  persons  other  than
nominees  for office to act as inspectors of election at the meeting  or  its
adjournment.  If no inspectors of election are appointed, the chairman of the
meeting  may,  and  on  the request of any stockholder or  his  proxy  shall,
appoint  inspectors  of election at the meeting.  The  number  of  inspectors
shall  be  either  one (1) or three (3).  If inspectors are  appointed  at  a
meeting on the request of one or more stockholders or proxies, the holders of
a  majority of shares or their proxies present at the meeting shall determine
whether  one (1) or three (3) inspectors are to be appointed.  If any  person
appointed  as  inspector  fails to appear or fails or  refuses  to  act,  the
vacancy  may  be filled by appointment by the board of directors  before  the
meeting, or by the chairman at the meeting.

          The duties of these inspectors shall be as follows:

               (a)  Determine the number of shares outstanding and the voting
power  of  each,  the shares represented at the meeting, the existence  of  a
quorum, and the authenticity, validity, and effect of proxies;

               (b)  Receive votes, ballots, or consents;

               (c)   Hear and determine all challenges and questions  in  any
way arising in connection with the right to vote;

               (d)  Count and tabulate all votes or consents;

               (e)  Determine the election result; and

               (f)   Do  any  other acts that may be proper  to  conduct  the
election or vote with fairness to all stockholders.


                          ARTICLE III

                           DIRECTORS

          Section  1.      POWERS.  Subject to the provisions of  the  Nevada
General  Corporation Law and any limitations in the articles of incorporation
and  these  bylaws  relating  to  action  required  to  be  approved  by  the
stockholders  or by the outstanding shares, the business and affairs  of  the
corporation  shall be managed and all corporate powers shall be exercised  by
or under the direction of the board of directors.

          Without  prejudice to such general powers, but subject to the  same
limitations,  it is hereby expressly declared that the directors  shall  have
the power and authority to:

                 (a) Select and remove all officers, agents, and employees of
the  corporation, prescribe such powers and duties for them  as  may  not  be
inconsistent  with law, with the articles of incorporation or  these  bylaws,
fix their compensation, and require from them security for faithful service.

               (b)   Change  the principal executive office or the  principal
business  office  from one location to another; cause the corporation  to  be
qualified  to  do  business  in any other state,  territory,  dependency,  or
foreign  country and conduct business within or without the State;  designate
any  place  within or without the State for the holding of any  stockholders'
meeting,  or  meetings,  including annual meetings; adopt,  make  and  use  a
corporate  seal, and prescribe the forms of certificates of stock, and  alter
the  form of such seal and of such certificates from time to time as in their
judgment  they  may deem best, provided that such forms shall  at  all  times
comply with the provisions of law.

               (c)   Authorize  the  issuance  of  shares  of  stock  of  the
corporation  from  time  to  time, upon such  terms  as  may  be  lawful,  in
consideration of money paid, labor done or services actually rendered,  debts
or securities canceled, tangible or intangible property actually received.

               (d)   Borrow  money and incur indebtedness for the purpose  of
the  corporation,  and cause to be executed and delivered therefore,  in  the
corporate  name,  promissory  notes,  bonds,  debentures,  deeds  of   trust,
mortgages, pledges, hypothecations, or other evidences of debt and securities
therefore.

          Section  2.      NUMBER  OF  DIRECTORS.  The authorized  number  of
directors shall be no fewer than one (1) nor more than seven (7).  The  exact
number  of  authorized directors shall be set by resolution of the  board  of
directors, within the limits specified above.  The maximum or minimum  number
of directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by a duly adopted amendment to this bylaw
duly approved by a majority of the outstanding shares entitled to vote.



          Section  3.      QUALIFICATION, ELECTION  AND  TERM  OF  OFFICE  OF
DIRECTORS.   Directors  shall  be  elected at  each  annual  meeting  of  the
stockholders to hold office until the next annual meeting, but  if  any  such
annual  meeting is not held or the directors are not elected  at  any  annual
meeting,  the directors may be elected at any special meeting of stockholders
held  for  that  purpose, or at the next annual meeting of stockholders  held
thereafter.  Each director, including a director elected to fill  a  vacancy,
shall  hold  office  until the expiration of the term for which  elected  and
until  a  successor  has  been elected and qualified  or  until  his  earlier
resignation or removal or his office has been declared vacant in  the  manner
provided in these bylaws.  Directors need not be stockholders.

          Section  4.     RESIGNATION AND REMOVAL OF DIRECTORS.  Any director
may resign effective upon giving written notice to the chairman of the board,
the  president,  the secretary or the board of directors of the  corporation,
unless  the  notice  specifies a later time for  the  effectiveness  of  such
resignation, in which case such resignation shall be effective  at  the  time
specified.   Unless such resignation specifies otherwise, its  acceptance  by
the  corporation shall not be necessary to make it effective.  The  board  of
directors  may declare vacant the office of a director who has been  declared
of  unsound mind by an order of a court or convicted of a felony.  Any or all
of  the directors may be removed without cause of such removal is approved by
the  affirmative  vote of a majority of the outstanding  shares  entitled  to
vote.   No  reduction of the authorized number of directors  shall  have  the
effect of removing any director before his term of office expires.

          Section 5.     VACANCIES.  Vacancies in the board of directors, may
be  filled  by  a  majority of the remaining directors, though  less  than  a
quorum, or by a sole remaining director.  Each director so elected shall hold
office  until  the  next  annual  meeting of the  stockholders  and  until  a
successor has been elected and qualified.

          A  vacancy  in  the board of directors exists as to any  authorized
position  of  directors which is not then filled by a duly elected  director,
whether  caused  by death, resignation, removal, increase in  the  authorized
number of directors or otherwise.

          The  stockholders may elect a director or directors at any time  to
fill  any  vacancy  or vacancies not filled by the directors,  but  any  such
election  by written consent shall require the consent of a majority  of  the
outstanding  shares entitled to vote.  If the resignation of  a  director  is
effective  at a future time, the board of directors may elect a successor  to
take office when the resignation becomes effective.

          If after the filling of any vacancy by the directors, the directors
then  in  office  who have been elected by the stockholders shall  constitute
less  than a majority of the directors then in office, any holder or  holders
of  an aggregate of five percent or more of the total number of shares at the
time  outstanding  having the right to vote for such  directors  may  call  a
special  meeting of the stockholders to elect the entire board.  The term  of
office  of any director not elected by the stockholders shall terminate  upon
the election of a successor.



          Section 6.     PLACE OF MEETINGS.  Regular meetings of the board of
directors  shall be held at any place within or without the State  of  Nevada
that  has  been designated from time to time by resolution of the board.   In
the  absence  of  such designation, regular meetings shall  be  held  at  the
principal executive office of the corporation.  Special meetings of the board
shall  be  held at any place within or without the State of Nevada  that  has
been  designated in the notice of the meeting or, if not stated in the notice
or there is not notice, at the principal executive office of the corporation.
Any  meeting,  regular  or  special, may be held by conference  telephone  or
similar  communication equipment, so long as all directors  participating  in
such meeting can hear one another, and all such directors shall be deemed  to
be present in person at such meeting.

          Section 7.     ANNUAL MEETINGS.  Immediately following each  annual
meeting  of stockholders, the board of directors shall hold a regular meeting
for  the  purpose of transaction of other business.  Notice of  this  meeting
shall not be required.

          Section  8.     OTHER REGULAR MEETINGS.  Other regular meetings  of
the  board of directors shall be held without call at such time as shall from
time  to time be fixed by the board of directors.  Such regular meetings  may
be  held without notice, provided the notice of any change in the time of any
such meetings shall be given to all of the directors.  Notice of a change  in
the  determination of the time shall be given to each director  in  the  same
manner as notice for special meetings of the board of directors.

          Section 9.     SPECIAL MEETINGS.  Special meetings of the board  of
directors  for  any  purpose or purposes may be called at  any  time  by  the
chairman of the board or the president or any vice president or the secretary
or any two directors.

          Notice of the time and place of special meetings shall be delivered
personally  or by telephone to each director or sent by first-class  mail  or
telegram,  charges prepaid, addressed to each director at his or her  address
as  it is shown upon the records of the corporation.  In case such notice  is
mailed,  it  shall be deposited in the United States mail at least  four  (4)
days prior to the time of the holding of the meeting.  In case such notice is
delivered  personally,  or by telephone or telegram, it  shall  be  delivered
personally  or by telephone or to the telegraph company at least  forty-eight
(48)  hours prior to the time of the holding of the meeting.  Any oral notice
given  personally or by telephone may be communicated to either the  director
or to a person at the office of the director who the person giving the notice
has  reason  to  believe will promptly communicate it to the  director.   The
notice  need  not  specify the purpose of the meeting nor the  place  if  the
meeting is to be held at the principal executive office of the corporation.

          Section  10.     QUORUM.   A majority of the authorized  number  of
directors  shall constitute a quorum for the transaction of business,  except
to adjourn as hereinafter provided.  Every act or decision done or made by  a
majority of the directors present at a meeting duly held at which a quorum is
present  shall be regarded as the act of the board of directors,  subject  to
the  provisions  of  Section  78.140 of the Nevada  General  Corporation  Law
(approval  of contracts or transactions in which a director has a  direct  or
indirect  material  financial  interest),  Section  78.125  (appointment   of
committees), and Section 78.751 (indemnification of directors).  A meeting at
which  a  quorum  is  initially  present may continue  to  transact  business
notwithstanding the withdrawal of directors, if any action taken is  approved
by at least a majority of the required quorum for such meeting.



          Section  11.    WAIVER OF NOTICE.  The transactions of any  meeting
of the board of directors, however called and noticed or wherever held, shall
be  as  valid  as  though had at a meeting duly held after regular  call  and
notice  if  a  quorum be present and if, either before or after the  meeting,
each of the directors not present signs a written waiver of notice, a consent
to  holding the meeting or an approval of the minutes thereof.  The waiver of
notice  of  consent  need not specify the purpose of the meeting.   All  such
waivers, consents and approvals shall be filed with the corporate records  or
made a part of the minutes of the meeting.  Notice of a meeting shall also be
deemed  given  to  any  director who attends the meeting without  protesting,
prior thereto or at its commencement, the lack of notice to such director.

          Section  12.    ADJOURNMENT.  A majority of the directors  present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

          Section 13.    NOTICE OF ADJOURNMENT.  Notice of the time and place
of  holding  an  adjourned meeting need not be given, unless the  meeting  is
adjourned for more than twenty-four (24) hours, in which case notice of  such
time and place shall be given prior to the time of the adjourned meeting,  in
the  manner specified in Section 8 of this Article III, to the directors  who
were not present at the time of the adjournment.

          Section  14.     ACTION  WITHOUT MEETING.  Any action  required  or
permitted  to  be  taken by the board of directors may  be  taken  without  a
meeting,  if  all  members  of the board shall individually  or  collectively
consent in writing to such action.  Such action by written consent shall have
the  same  force  and effect as a unanimous vote of the board  of  directors.
Such  written  consent or consents shall be filed with  the  minutes  of  the
proceedings of the board.

          Section  15.    FEES AND COMPENSATION OF DIRECTORS.  Directors  and
members  of  committees  may receive such compensation,  if  any,  for  their
services,  and such reimbursement of expenses, as may be fixed or  determined
by  resolution of the board of directors.  Nothing herein contained shall  be
construed to preclude any director from serving the corporation in any  other
capacity  as  an  officer,  agent,  employee,  or  otherwise,  and  receiving
compensation  for  such services.  Members of special or standing  committees
may be allowed like compensation for attending committee meetings.


                           ARTICLE IV

                           COMMITTEES

          Section  1.      COMMITTEES OF DIRECTORS.  The board  of  directors
may,  by  resolution  adopted  by a majority  of  the  authorized  number  of
directors, designate one or more committees, each consisting of one  or  more
directors,  to  serve at the pleasure of the board.  The board may  designate
one or more directors as alternate members of any committees, who may replace



any  absent  member at any meeting of the committee.  Any such committee,  to
the  extent  provided  in the resolution of the board,  shall  have  all  the
authority of the board, except with regard to:

               (a)   the  approval  of  any action which,  under  the  Nevada
General Corporation Law, also requires stockholders' approval or approval  of
the outstanding shares;

               (b)   the filing of vacancies on the board of directors or  in
any committees;

               (c)   the  fixing of compensation of the directors for serving
on the board or on any committee;

               (d)   the amendment or repeal of bylaws or the adoption of new
bylaws;

               (e)  the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;

               (f)   a  distribution to the stockholders of the  corporation,
except  at  a rate or in a periodic amount or within a price range determined
by the board of directors; or

                 (g) the appointment of any other committees of the board  of
directors or the members thereof.

          Section  2.      MEETINGS AND ACTION BY COMMITTEES.   Meetings  and
action  of  committees shall be governed by, and held and taken in accordance
with,  the  provisions  of Article III, Sections 6  (place  of  meetings),  8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11  (waiver
of  notice),  12  (adjournment), 13 (notice of adjournment)  and  14  (action
without  meeting), with such changes in the context of those  bylaws  as  are
necessary  to  substitute  the committee and its members  for  the  board  of
directors  and  its  members, except that the time  or  regular  meetings  of
committees  may  be determined by resolutions of the board of  directors  and
notice of special meetings of committees shall also be given to all alternate
members,  who  shall have the right to attend all meetings of the  committee.
The  board  of directors may adopt rules for the government of any  committee
not  inconsistent with the provisions of these bylaws.  The committees  shall
keep  regular minutes of their proceedings and report the same to  the  board
when required.


                           ARTICLE V

                            OFFICERS

          Section 1.     OFFICERS.  The officers of the corporation shall  be
a  president, a secretary and a treasurer.  The corporation may also have, at
the  discretion of the board of directors, a chairman of the  board,  one  or
more  vice  presidents,  one  or  more assistant  secretaries,  one  or  more


assistant  treasurers,  and  such  other officers  as  may  be  appointed  in
accordance  with the provisions of Section 3 of this Article V.  Any  two  or
more offices may be held by the same person.

          Section  2.      ELECTION  OF  OFFICERS.   The  officers   of   the
corporation, except such officers as may be appointed in accordance with  the
provisions  of Section 3 or Section 5 of this Article V, shall be  chosen  by
the  board  of directors, and each shall serve at the pleasure of the  board,
subject  to  the  rights,  if  any,  of an  officer  under  any  contract  of
employment.   The board of directors at its first meeting after  each  annual
meeting  of  stockholders  shall  choose a president,  a  vice  president,  a
secretary  and a treasurer, none of whom need be a member of the board.   The
salaries of all officers and agents of the corporation shall be fixed by  the
board of directors.

          Section  3.     SUBORDINATE OFFICERS, ETC.  The board of  directors
may appoint, and may empower the president to appoint, such other officers as
the  business of the corporation may require, each of whom shall hold  office
for  such period, have such authority and perform such duties as are provided
in the bylaws or as the board of directors may from time to time determine.

          Section  4.     REMOVAL AND RESIGNATION OF OFFICERS.  The  officers
of  the  corporation shall hold office until their successors are chosen  and
qualify.  Subject to the rights, if any, of an officer under any contract  of
employment, any officer may be removed, either with or without cause, by  the
board of directors, at any regular or special meeting thereof, or, except  in
case of an officer chosen by the board of directors, by any officer upon whom
such power or removal may be conferred by the board of directors.

          Any  officer may resign at any time by giving written notice to the
corporation.   Any  such resignation shall take effect at  the  date  of  the
receipt  of  such notice or at any later time specified therein; and,  unless
otherwise specified therein, the acceptance of such resignation shall not  be
necessary to make it effective.  Any such resignation is without prejudice to
the  rights,  if  any,  of the corporation under any contract  to  which  the
officer is a party.

          Section  5.      VACANCIES  IN OFFICES.  A vacancy  in  any  office
because  of death, resignation, removal, disqualification or any other  cause
shall  be  filled  in  the  manner prescribed in  these  bylaws  for  regular
appointments to such office.

          Section  6.     CHAIRMAN OF THE BOARD.  The chairman of the  board,
if  such an officer be elected, shall, if present, preside at all meetings of
the  board of directors and exercise and perform such other powers and duties
as  may  be  from time to time assigned to him by the board of  directors  or
prescribed  by  the bylaws.  If there is no president, the  chairman  of  the
board shall in addition be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this Article V.

          Section  7.     PRESIDENT.  Subject to such supervisory powers,  if
any,  as may be given by the board of directors to the chairman of the board,
if  there  be  such  an officer, the president shall be the  chief  executive
officer of the corporation and shall, subject to the control of the board  of
directors,  have general supervision, direction and control of  the  business



and the officers of the corporation.  He shall preside at all meetings of the
stockholders and, in the absence of the chairman of the board, of if there be
none,  at all meetings of the board of directors.  He shall have the  general
powers and duties of management usually vested in the office of president  of
a  corporation,  and  shall  have such other powers  and  duties  as  may  be
prescribed by the board of directors or the bylaws.  He shall execute  bonds,
mortgages  and  other  contracts requiring a seal,  under  the  seal  of  the
corporation, except where required or permitted by law to be otherwise signed
and  executed  and  except where the signing and execution thereof  shall  be
expressly delegated by the board of directors to some other officer or  agent
of the corporation.

          Section  8.      VICE PRESIDENTS.  In the absence or disability  of
the  president, the vice presidents, if any, in order of their rank as  fixed
by  the board of directors or, if not ranked, a vice president designated  by
the  board  of directors, shall perform all the duties of the president,  and
when  so  acting  shall have all the powers of, and be  subject  to  all  the
restrictions upon, the president.  The vice presidents shall have such  other
powers  and  perform such other duties as from time to time may be prescribed
for  them respectively by the board of directors or the bylaws, the president
or the chairman of the board.

          Section  9.     SECRETARY.  The secretary shall attend all meetings
of  the  board  of directors and all meetings of the stockholders  and  shall
record,  keep or cause to be kept, at the principal executive office or  such
other  place  as the board of directors may order, a book of minutes  of  all
meetings  of  directors, committees of directors and stockholders,  with  the
time  and place of holding, whether regular or special, and, if special,  how
authorized,  the  notice  thereof  given,  the  names  of  those  present  at
directors'   and  committee  meetings,  the  number  of  shares  present   or
represented at stockholders' meetings, and the proceedings thereof.

          The  secretary  shall keep, or cause to be kept, at  the  principal
executive  office  or at the office of the corporation's  transfer  agent  or
registrar,  as  determined by resolution of the board of directors,  a  share
register,  or  a  duplicate  share  register,  showing  the  names   of   all
stockholders  and their addresses, the number and classes of shares  held  by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

          The  secretary  shall  give, or cause to be given,  notice  of  all
meetings of stockholders and of the board of directors required by the bylaws
or  by law to be given, and he shall keep the seal of the corporation in safe
custody, as may be prescribed by the board of directors or by the bylaws.

          Section  10.    TREASURER.  The treasurer shall keep and  maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts  of  the  properties and business transactions of  the  corporation,
including  accounts  of  its  assets, liabilities,  receipts,  disbursements,
gains,  losses, capital, retained earnings and shares.  The books of  account
shall at all reasonable times be open to inspection by any director.


          The  treasurer shall deposit all moneys and other valuables in  the
name  and to the credit of the corporation with such depositories as  may  be
designated  by the board of directors.  He shall disburse the  funds  of  the
corporation as may be ordered by the board of directors, shall render to  the
president and directors, whenever they request it, an account of all  of  his
transactions  as treasurer and of the financial condition of the corporation,
and  shall  have  other  powers  and perform such  other  duties  as  may  be
prescribed by the board of directors or the bylaws.

          If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as  shall  be
satisfactory  to the board of directors for the faithful performance  of  the
duties  of his office and for the restoration to the corporation, in case  of
his  death,  resignation, retirement or removal from office,  of  all  books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.


                           ARTICLE VI

       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                        AND OTHER AGENTS

          Section  1.      ACTIONS  OTHER  THAN  BY  THE  CORPORATION.    The
corporation  may indemnify any person who was or is a party or is  threatened
to  be  made a party to any threatened, pending or completed action, suit  or
proceeding, whether civil, criminal, administrative or investigative,  except
an  action by or in the right of the corporation, by reason of the fact  that
he is or was a director, officer, employee or agent of the corporation, or is
or  was  serving  at  the request of the corporation as a director,  officer,
employee  or agent of another corporation, partnership, joint venture,  trust
or  other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by  him
in  connection with the action, suit or proceeding if he acted in good  faith
and  in a manner which he reasonably believed to be in or not opposed to  the
best  interests of the corporation, and, with respect to any criminal  action
or  proceeding, has no reasonable cause to believe his conduct was  unlawful.
The  termination  of  any  action,  suit or proceeding  by  judgment,  order,
settlement,  conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.

          Section  2.      ACTIONS BY THE CORPORATION.  The  corporation  may
indemnify  any person who was or is a party or is threatened  to  be  made  a
party  to  any threatened, pending or completed action or suit by or  in  the
right of the corporation to procure a judgment in its favor by reason of  the
fact  that  he  is  or  was a director, officer, employee  or  agent  of  the
corporation,  or  is or was serving at the request of the  corporation  as  a
director,  officer,  employee or agent of another  corporation,  partnership,



joint  venture, trust or other enterprise against expenses, including amounts
paid  in settlement and attorneys' fees, actually and reasonably incurred  by
him in connection with the defense or settlement of the action or suit if  he
acted in good faith and in a manner which he reasonably believed to be in  or
not  opposed  to the best interests of the corporation.  Indemnification  may
not be made for any claim, issue or matter as to which such a person has been
adjudged  by  a  court  of competent jurisdiction, after  exhaustion  of  all
appeals  therefrom, to be liable to the corporation or for  amounts  paid  in
settlement to the corporation, unless and only to the extent that  the  court
in  which  the  action  or  suit  was brought or  other  court  of  competent
jurisdiction   determines  upon  application  that  in  view   of   all   the
circumstances  of the case, the person is fairly and reasonably  entitled  to
indemnity for such expenses as the court deems proper.

          Section  3.     SUCCESSFUL DEFENSE.  To the extent that a director,
officer,  employee  or agent of the corporation has been  successful  on  the
merits or otherwise in defense of any action, suit or proceeding referred  to
in  Sections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

          Section  4.      REQUIRED  APPROVAL.   Any  indemnification   under
Sections  1 and 2, unless ordered by a court or advanced pursuant to  Section
5,  must  be made by the corporation only as authorized in the specific  case
upon  a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances.  The determination must be made:

               (a)  By the stockholders;

               (b)   By  the board of directors by majority vote of a  quorum
consisting of directors who were not parties to the act, suit or proceeding;

               (c)   If  a majority vote of a quorum  consisting of directors
who were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

               (d)   If a quorum consisting of directors who were not parties
to  the  act,  suit  or proceeding cannot be obtained, by  independent  legal
counsel in a written opinion.

          Section 5.     ADVANCE OF EXPENSES.  The articles of incorporation,
the  bylaws  or  an  agreement made by the corporation may provide  that  the
expenses  of officers and directors incurred in defending a civil or criminal
action,  suit  or  proceeding must be paid by the  corporation  as  they  are
incurred  and  in  advance of the final disposition of the  action,  suit  or
proceeding upon receipt of an undertaking by or on behalf of the director  or
officer  to  repay the amount if it is ultimately determined by  a  court  of
competent  jurisdiction  that he is not entitled to  be  indemnified  by  the
corporation.   The  provisions of this section do not affect  any  rights  to
advancement of expenses to which corporate personnel other than directors  or
officers may be entitled under any contract or otherwise by law.

          Section  6.      OTHER RIGHTS.  The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this Article VI:



               (a)   Does  not  exclude any other rights to  which  a  person
seeking indemnification or advancement of expenses may be entitled under  the
articles  of  incorporation or any bylaw, agreement, vote of stockholders  or
disinterested  directors or otherwise, for either an action in  his  official
capacity  or  an action in another capacity while holding his office,  except
that indemnification, unless ordered by a court pursuant to Section 2 or  for
the advancement of expenses made pursuant to Section 5, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his  acts  or omissions involved intentional misconduct, fraud or  a  knowing
violation of the law and was material to the cause of action.

               (b)   Continues for a person who has ceased to be a  director,
officer,  employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.

          Section  7.      INSURANCE.   The  corporation  may  purchase   and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request  of
the  corporation  as  a  director, officer,  employee  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise  for  any
liability  asserted against him and incurred by him in any such capacity,  or
arising out of his status as such, whether or not the corporation would  have
the  power  to  indemnify him against such liability under the provisions  of
this Article VI.

          Section  8.     RELIANCE ON PROVISIONS.  Each person who shall  act
as  an  authorized representative of the corporation shall be  deemed  to  be
doing  so  in  reliance upon the rights of indemnification provided  by  this
Article.

          Section  9.      SEVERABILITY.  If any of the  provisions  of  this
Article  are  held  to  be invalid or unenforceable, this  Article  shall  be
construed  as  if it did not contain such invalid or unenforceable  provision
and  the remaining provisions of this Article shall remain in full force  and
effect.

          Section  10.     RETROACTIVE EFFECT.  To the  extent  permitted  by
applicable  law,  the rights and powers granted pursuant to this  Article  VI
shall  apply  to  acts  and actions occurring or in  progress  prior  to  its
adoption by the board of directors.

                          ARTICLE VII

                       RECORDS AND BOOKS

          Section  1.      MAINTENANCE  OF SHARE REGISTER.   The  corporation
shall  keep  at  its  principal executive office, or at  the  office  of  its
transfer  agent  or registrar, if either be appointed and  as  determined  by
resolution  of  the board of directors, a record of its stockholders,  giving
the  names  and  addresses of all stockholders and the number  and  class  of
shares held by each stockholder.



          Section  2.     MAINTENANCE OF BYLAWS.  The corporation shall  keep
at  its  principal executive office, or if its principal executive office  is
not  in  this  State  at its principal business office  in  this  State,  the
original or a copy of the bylaws as amended to date, which shall be  open  to
inspection  by the stockholders at all reasonable times during office  hours.
If  the  principal executive office of the corporation is outside this  state
and  the  corporation has no principal business office  in  this  state,  the
secretary shall, upon the written request of any stockholder, furnish to such
stockholder a copy of the bylaws as amended to date.

          Section  3.      MAINTENANCE  OF  OTHER  CORPORATE  RECORDS.    The
accounting  books and records and minutes of proceedings of the  stockholders
and  the  board of directors and any committee or committees of the board  of
directors  shall be kept at such place or places designated by the  board  of
directors, or, in the absence of such designation, at the principal executive
office of the corporation.  The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or  in  any
other form capable of being converted into written form.

          Every director shall have the absolute right at any reasonable time
to  inspect  and copy all books, records and documents of every kind  and  to
inspect  the  physical properties of this corporation and any  subsidiary  of
this corporation.  Such inspection by a director may be made in person or  by
agent or attorney and the right of inspection includes the right to copy  and
make  extracts.   The  foregoing rights of inspection  shall  extend  to  the
records of each subsidiary of the corporation.

          Section 4.     ANNUAL REPORT TO STOCKHOLDERS.  Nothing herein shall
be  interpreted as prohibiting the board of directors from issuing annual  or
other  periodic reports to the stockholders of the corporation as  they  deem
appropriate.

          Section  5.      FINANCIAL  STATEMENTS.   A  copy  of  any   annual
financial  statement  and any income statement of the  corporation  for  each
quarterly period of each fiscal year, and any accompanying balance  sheet  of
the corporation as of the end of each such period, that has been prepared  by
the  corporation shall be kept on file in the principal executive  office  of
the corporation for twelve (12) months.

          Section  6.      ANNUAL  LIST OF DIRECTORS, OFFICERS  AND  RESIDENT
AGENT.  The corporation shall, on or before March 3rd of each year, file with
the Secretary of State of the State of Nevada, on the prescribed form, a list
of  its  officers  and directors and a designation of its resident  agent  in
Nevada.



                                ARTICLE VIII

                   GENERAL CORPORATE MATTERS

          Section  1.      RECORD  DATE.   For purposes  of  determining  the
stockholders  entitled to notice of any meeting or to  vote  or  entitled  to
receive  payment  of any dividend or other distribution or allotment  of  any
rights  or  entitled to exercise any rights in respect of  any  other  lawful
action,  the  board  of directors may fix, in advance, a record  date,  which
shall  not be more than sixty (60) days nor less than ten (10) days prior  to
the date of any such meeting nor more than sixty (60) days prior to any other
action, and in such case only stockholders of record on the date so fixed are
entitled  to  notice and to vote or to receive the dividend, distribution  or
allotment  of  rights  or  to  exercise the  rights,  as  the  case  may  be,
notwithstanding  any transfer of any shares on the books of  the  corporation
after the record date fixed as aforesaid, except as otherwise provided in the
Nevada General Corporation Law.

          If the board of directors does not so fix a record date:

               (a)  The record date for determining stockholders entitled  to
notice  of or to vote at a meeting of stockholders shall be at the  close  of
business  on the day next preceding the day on which notice is given  or,  if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

               (b)  The record date for determining stockholders entitled  to
give  consent to corporate action in writing without a meeting, when no prior
action  by  the  board has been taken, shall be the day on  which  the  first
written consent is given.

               (c)   The  record  date for determining stockholders  for  any
other purpose shall be at the close of business on the day on which the board
adopts  the resolution relating thereto, or the sixtieth (60th) day prior  to
the date of such other action, whichever is later.

          Section  2.      CLOSING  OF  TRANSFER BOOKS.   The  directors  may
prescribe a period not exceeding sixty (60) days prior to any meeting of  the
stockholders  during  which  no  transfer  of  stock  on  the  books  of  the
corporation  may  be made, or may fix a date not more than  sixty  (60)  days
prior  to the holding of any such meeting as the day as of which stockholders
entitled  to  notice of and to vote at such meeting shall be determined;  and
only  stockholders of record on such day shall be entitled to  notice  or  to
vote at such meeting.

          Section  3.     REGISTERED STOCKHOLDERS.  The corporation shall  be
entitled to recognize the exclusive right of a person registered on its books
as  the owner of shares to receive dividends, and to vote as such owner,  and
to  hold liable for calls and assessments a person registered on its books as
the  owner  of  shares, and shall not be bound to recognize any equitable  or
other  claim to or interest in such share or shares on the part of any  other
person, whether or not it shall have express or other notice thereof,  except
as otherwise provided by the laws of Nevada.



          Section  4.      CHECKS,  DRAFTS, EVIDENCES OF  INDEBTEDNESS.   All
checks, drafts or other orders for payment of money, notes or other evidences
of  indebtedness, issued in the name of or payable to the corporation,  shall
be  signed or endorsed by such person or persons and in such manner as,  from
time to time, shall be determined by resolution of the board of directors.

          Section  5.     CORPORATE CONTRACTS AND INSTRUMENTS; HOW  EXECUTED.
The  board  of  directors,  except as in the bylaws otherwise  provided,  may
authorize  any  officer  or  officers, agent or agents,  to  enter  into  any
contract  or  execute  any instrument in the name of and  on  behalf  of  the
corporation,  and  such  authority may be general  or  confined  to  specific
instances; and, unless so authorized or ratified by the board of directors or
within  the agency power or authority to bind the corporation by any contract
or  engagement or to pledge its credit or to render it liable for any purpose
or to any amount.

          Section  6.      STOCK CERTIFICATES.  A certificate or certificates
for  shares of the capital stock of the corporation shall be issued  to  each
stockholder  when any such shares are fully paid, and the board of  directors
may  authorize the issuance of certificates or shares as partly paid provided
that such certificates shall state the amount of the consideration to be paid
therefore  and the amount paid thereon.  All certificates shall be signed  in
the  name  of the corporation by the president or vice president and  by  the
treasurer  or  an  assistant  treasurer or the  secretary  or  any  assistant
secretary, certifying the number of shares and the class or series of  shares
owned by the stockholder.  When the corporation is authorized to issue shares
of  more than one class or more than one series of any class, there shall  be
set  forth upon the face or back of the certificate, or the certificate shall
have  a statement that the corporation will furnish to any stockholders  upon
request  and without charge, a full or summary statement of the designations,
preferences and relatives, participating, optional or other special rights of
the  various  classes  of  stock or series thereof  and  the  qualifications,
limitations or restrictions of such rights, and, if the corporation shall  be
authorized  to issue only special stock, such certificate must set  forth  in
full or summarize the rights of the holders of such stock.  Any or all of the
signatures  on  the  certificate  may be facsimile.   In  case  any  officer,
transfer  agent or registrar who has signed or whose facsimile signature  has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,  transfer
agent or registrar at the date of issue.

          No  new  certificate for shares shall be issued  in  place  of  any
certificate theretofore issued unless the latter is surrendered and  canceled
at  the  same time; provided, however, that a new certificate may  be  issued
without  the  surrender  and  cancellation of  the  old  certificate  if  the
certificate  thereto  fore issued is alleged to have  been  lost,  stolen  or
destroyed.   In  case  of  any  such  allegedly  lost,  stolen  or  destroyed
certificate,  the  corporation may require the owner  thereof  or  the  legal
representative  of  such  owner  to give the corporation  a  bond  (or  other
adequate security) sufficient to indemnify it against any claim that  may  be
made  against  it  (including any expense or liability)  on  account  of  the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.



          Section 7.     DIVIDENDS.  Dividends upon the capital stock of  the
corporation,  subject to the provisions of the articles of incorporation,  if
any,  may  be  declared by the board of directors at any regular  or  special
meeting pursuant to law.  Dividends may be paid in cash, in property,  or  in
shares  of  the capital stock, subject to the provisions of the  articles  of
incorporation.

          Before  payment of any dividend, there may be set aside out of  any
funds  of  the corporation available for dividends such sum or  sums  as  the
directors from time to time, in their absolute discretion, think proper as  a
reserve  or  reserves to meet contingencies, or for equalizing dividends,  or
for  repairing or maintaining any property of the corporation,  or  for  such
other  purpose as the directors shall think conducive to the interest of  the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

          Section  8.      FISCAL YEAR.  The fiscal year of  the  corporation
shall be fixed by resolution of the board of directors.

          Section  9.      SEAL.   The  corporate seal shall  have  inscribed
thereon  the name of the corporation, the year of its incorporation  and  the
words "Corporate Seal, Nevada."

          Section 10.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
chairman  of  the board, the president, or any vice president, or  any  other
person  authorized  by resolution of the board of directors  by  any  of  the
foregoing  designated  officers, is authorized  to  vote  on  behalf  of  the
corporation  any  and  all shares of any other corporation  or  corporations,
foreign  or domestic, standing in the name of the corporation.  The authority
herein  granted  to  said  officers to vote or represent  on  behalf  of  the
corporation  any  and  all  shares  held by  the  corporation  in  any  other
corporation or corporations may be exercised by any such officer in person or
by any person authorized to do so by proxy duly executed by said officer.

          Section  11.     CONSTRUCTION AND DEFINITIONS.  Unless the  context
requires  otherwise,  the  general provisions,  rules  of  construction,  and
definitions  in  the  Nevada  General  Corporation  Law  shall   govern   the
construction  of  the  bylaws.   Without  limiting  the  generality  of   the
foregoing,  the  singular  number includes  the  plural,  the  plural  number
includes the singular, and the term "person" includes both a corporation  and
a natural person.

                                 ARTICLE IX

                           AMENDMENTS

          Section  1.      AMENDMENT  BY STOCKHOLDERS.   New  bylaws  may  be
adopted or these bylaws may be amended or repealed by the affirmative vote of
a  majority  of  the outstanding shares entitled to vote, or by  the  written
assent  of  stockholders entitled to vote such shares,  except  as  otherwise
provided by law or by the articles of incorporation.

          Section  2.     AMENDMENT BY DIRECTORS.  Subject to the  rights  of
the  stockholders  as provided in Section 1 of this Article,  bylaws  may  be
adopted, amended or repealed by the board of directors.



                          CERTIFICATE OF SECRETARY


          I, the undersigned, do hereby certify:

          1.    That  I  am  the  duly elected and acting secretary  of  EURO
TECHNOLOGY OUTFITTERS, a Nevada corporation; and

          2.    That  the  foregoing Bylaws, comprising  twenty  (20)  pages,
constitute the Bylaws of said corporation as duly adopted and approved by the
board  of directors of said corporation by a Unanimous Written Consent  dated
as  of  March 3rd, 2000 and duly adopted and approved by the stockholders  of
said corporation at a special meeting held on March 3rd, 2000.

          IN  WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this 3rd day of March, 2000.


                                   /s/ Anthony DeMint
                                   _________________________________
                                   ANTHONY DEMINT, Secretary

EX-5

              Stoecklein Law Group, a Professional Corporation

                   Practice Limited to Federal Securities


Emerald Plaza                                   Telephone:   (619) 595-4882
402 West Broadway                               Facsimile:   (619) 595-4883
Suite 400                                       email:    djs@slgseclaw.com
San Diego, California  92101                    web:      www.slgseclaw.com

                                                              July 21, 2003

Board of Directors
PETROL OIL AND GAS, INC.
6265 S. Stevenson Way
Las Vegas, Nevada  89120

     RE:  Petrol Oil and Gas, Inc
          Registration Statement on Form SB-2

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement, on Form SB-
2  filed  by  PETROL OIL AND GAS, INC., a Nevada corporation (the "COMPANY"),
with   the  Securities  and  Exchange  Commission  (the  "COMMISSION")   (the
"REGISTRATION  STATEMENT"),  in connection with the  registration  under  the
Securities  Act  of 1933, as amended, of 5,000,000 shares  of  the  Company's
Common Stock (the "STOCK").

     In  rendering  this  opinion,  we  have examined  originals,  or  copies
certified  or  otherwise identified to our satisfaction, of  such  documents,
corporate  records,  certificates  and other  documents  as  we  have  deemed
necessary  or  appropriate for the purposes of this  opinion,  including  the
following:  (a) the Articles of Incorporation and Bylaws of the  Company,  as
amended;  (b)  the Registration Statement, together with the Exhibits  to  be
filed  as a part thereof; (c) the Prospectus prepared in connection with  the
Registration Statement; (d)  the minutes of meetings and actions  by  written
consent of the stockholders and Board of Directors that are contained in  the
Company's minute books; and (e)  the stock records for the Company  that  the
Company has provided to us.

     In  our examination of documents for purposes of this opinion, with  the
exception of the stock certificates, we have assumed, and express no  opinion
as  to,  the  genuineness  of  all  signatures  on  original  documents,  the
authenticity and completeness of all documents submitted to us as  originals,
the conformity to originals and completeness of all documents submitted to us
as  copies, the legal capacity of all persons or entities executing the same,
and  the  lack  of  any  undisclosed  termination,  modification,  waiver  or
amendment  to  any document reviewed by us. As to the stock certificates,  we
have determined that the signatories on the stock certificates have the legal
authority to execute same.



Petrol Oil and Gas, Inc. SB2 Registration
Opinion Letter
Page 2

     As  to  matters of fact relevant to this opinion, we have relied  solely
upon our examination of the documents referred to above and have assumed  the
current  accuracy  and completeness of the information obtained  from  public
officials,  records  and  documents  referred  to  above.  We  have  made  no
independent investigation or other attempt to verify the accuracy of  any  of
such  information or to determine the existence or non-existence of any other
factual  matters; however, we are not aware of any facts that would cause  us
to believe that the opinion expressed herein is not accurate.

     Based  upon the foregoing, and subject to the qualifications  set  forth
below,  we  are  of  the  opinion  that the Company  is  a  corporation  duly
organized, validly existing and in good standing under the laws of the  State
of  Nevada,  the  5,000,000 shares of Stock to be  issued  and  sold  by  the
Company,  when  issued,  sold  and  delivered  in  the  manner  and  for  the
consideration  stated in the Registration Statement and the  Prospectus  will
have been duly authorized, legally issued, fully paid and nonassessable.

     This opinion is intended solely for use in connection with issuance  and
sale  of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.

     We  consent to the use of this opinion as an exhibit to the Registration
Statement  and  further  consent to all references to  us,  if  any,  in  the
Registration  Statement, the Prospectus constituting a part thereof  and  any
amendments thereto.  In giving this consent, we do not thereby admit that  we
are within the category of persons whose consent is required under Section  7
of  the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,

STOECKLEIN LAW GROUP

By: /s/ Donald Stoecklein
      Donald J. Stoecklein, Esq.

EX-10

                                Amendment to
                             Retainer Agreement
                     Translation and Business Consulting

THIS is an Amendment to the Retainer and Translation Agreement dated August
19, 2002 by and between Petrol Oil and Gas, Inc. ("Petrol"), having it's
principal place of business at 6265 S, Stevenson Way, Las Vegas, Nevada
89120, and Goran Blagojevic, Inc. ("Goran"), having it's principal place of
business at Piazzetta, Chiavica, Verona, Italy 37121. This Addendum is made
as of this 20 day of December, 2002.

WHEREAS, Petrol, a privately held oil and gas exploration and development
company looking to develop its gas reserves in and around Coffey County,
Kansas is seeking prospective Working Interest (WI) Partners in Europe and
other areas and is in need of business consulting services to support that
endeavor,

AND WHEREAS, Goran is fluent in several European languages, understanding of
most foreign business customs and practices, and skilled in assessing
potential business partnerships.


NOW, THEREFORE, in consideration of the mutual covenants as set forth herein
and in the Retainer and Translation Agreement, the parties agree as follows:

1.   Additional Services to be performed by Goran.

     1.1  Goran shall assist Petrol in locating, and evaluating potential
     businesses or individuals in Europe and other areas that would make high-
     quality candidates as Working Interest (WI) Partners for Petrols field
     development program.


     1.2  Goran shall work with Petrol in developing these leads by assessing
     the economic and business related qualifications of potential WI Partners,
     act a liaison with both parties, support Petrol in transacting any
     agreements with WI Partners, research and clarify federal and local laws
     pertaining to suchtransactions, and make recommendations on appropriate
     terms and conditions regarding contracts or business agreements in the area
     of WI partnerships with foreign entities.

2.   Payment for Services.

     2.1  Petrol Agrees to issue Goran a Warrant to Purchase 500,000 Shares of
     Petrol Oil and Gas, Inc. Common Stock, Par Value $0.001.

     2.2  The terms and conditions of the Warrant are as described in the
     Warrant, and a copy of the Warrant is attached to and becomes part of this
     Agreement.



3.   Miscellaneous

     3.1  Confidentiality The parties may wish, from time to time, in connection
     with the work contemplated in this Agreement, to disclose confidential
     information to each other and to potential WI Partners ("Confidential
     Information").  Each party will use reasonable efforts to prevent the
     disclosure of any of the other party's Confidential Information to third
     parties upon receipt thereof.  The recipient may acquire information that
     pertains to the disclosure's processes, equipment, programs, developments,
     or plans that are both (i) disclosed or made known by the disclosure to the
     recipient to be confidential in nature and (ii) identified in writing as
     "proprietary" by the disclosure.  The recipient agrees not to disclose any
     Confidential Information to third parties or to use any Confidential
     Information for any purpose other than performance of the services
     contemplated by this Agreement, without prior written consent of the
     disclosing party.

     3.2  Term of Agreement.  This Agreement may be terminated at any time, by
     any party, for any reason, and bears no terms and conditions otherwise.

     3.3  Dispute. The Parties exclusively consent to submit any dispute arising
     out of, or with respect to this Agreement or the performance of this
     Agreement to the jurisdiction and venue of an appropriate court located in
     Clark County, State of Nevada, United States of America.

     3.4  This Agreement constitutes the entire agreement between the parties
     hereto, supersedes all existing agreements between them, and cannot be
     changed or terminated except by a written agreement signed by the parties.
     There are no understandings, agreements, or representations, expressed or
     implied, with respect to the subject matter hereof that are not specified
     herein.

     3.5  This Agreement is made in, and shall be interpreted in accordance with
     the laws of the United States of America, State of Nevada applicable to
     contracts to be performed entirely within the State, and without regard to
     principles of conflicts of laws.

     3.6  This Agreement may be executed in one or more counterparts, all of
     which when taken together shall constitute one and the same Agreement.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
     date first written above.



     Petrol Oil and Gas, Inc.



     By/s/ Paul Branagan
          Paul Branagan, President/CEO


     Goran Blagojevic Inc.


     By/s/ Gran Blagojevic
          Goran Blagojevic

EX-10

              SERVICE AND WATER DISPOSAL AGREEMENT


     This  Service and Water Disposal Agreement is effective as  of  November
15,  2002  by  and  between   Petrol Oil and Gas Inc,  a  Nevada  Corporation
("POGI"), and B&B Cooperative Venture, ("B&B") and Birk Petroleum ("Birk").
                            Recitals

     WHEREAS,   Birk is the Owner/Operator of the Wilson SWD well located  in
  10: the Hatch Field, SE 1/4 of S 23 T 21 R13E of Coffey County, Kansas
  Docket #  D-24630 ("Disposal Well"), and

     WHERAS, Birk has been granted all rights and authority by the landowner,
mineral  lease  owner,  City,  County,  State  and  Federal  Authorities  and
Regulators to inject and dispose of brine waters into said Disposal Well, and

     WHEREAS,  B&B  and  Birk  and their employees  have  the  knowledge  and
understanding involved in the injection of fluids into the Disposal Well in a
safe and environmentally sound manner, and

     WHEREAS, Birk is licensed and operates as part of its general operations
water well  hauling, and

     WHEREAS, B&B operates a well serving operation capable of monitoring and
assessing  the integrity and operation of producing and shut in oil  and  gas
wells ("Pumping Service"),

     WHEREAS, POGI is engaged in the drilling and completion of its wells  in
Coffey and other Counties in Kansas, and

     WHEREAS,  POGI is also engaged in the business of producing  gas  and/or
oil from its wells and monitoring the production process, and

     WHEREAS,  POGI will at times produce water ("Produced Water")  from  its
wells and storage Produced Water in tanks on POGI leases, and

     WHEREAS,  POGI is desirous to have B&B provide Pumping Services  on  its
existing  wells  to  monitor  operations,  and  assess  and  report  on   the
disposition of the production process, and

     WHEREAS,  POGI desires to have Birk transport Produced Water  from  POGI
lease  tanks to the Disposal Well where Birk will inject Produced Water  into
the Disposal Well,

     NOW  THEREFORE,  in consideration of the above recitals and  the  mutual
promises  and  conditions  in this Agreement, and  other  good  and  valuable
considerations, the receipt and sufficiency of which is hereby  acknowledged,
the parties agree as follows:



1.  PUMPING  SERVICES.  B&B shall provide Pumping Service on  POGI  wells  as
instructed by POGI.

      1.1.  B&B Pumping Services: B&B will check and monitor the wells,  tank
batteries  and associated well equipment that are necessary to  maintain  the
wells  in  an operational manner. B&B will provide a daily report  describing
the  activities  and operational status of the POGI wells. The  daily  report
will be transmitted to POGI via e-mail or FAX.
      1.2.  POGI will pay B&B $10.00 (Ten dollars) per day for each well  B&B
provides Pumping Service. POGI will pay B&B on a monthly basis in the  amount
of $300.00 (Three Hundred dollars) per well.


2.  WATER  HAULING  AND DISPOSAL.  Birk will provide water  hauling  of  POGI
Produced  Water and Birk will dispose of those Produced Water in the Disposal
Well.

     2.1. Birk will unload Produced Water from POGI water tanks and transport
the Produced Water to the Disposal Well.

      2.2.  Birk  will  subsequently dispose of the  Produced  Water  in  the
Disposal Well.

      2.3. POGI agrees to pay Birk at the rate of $60.00 (Sixty dollars)  per
hour for water hauling.

     2.4. POGI agrees to pay $250.00 (Two Hundred Fifty) per month for use of
the Disposal Well. POGI will pay Birk 3 (Three) months in advance for the use
of this disposal well.


3.  TERM  OF AGREEMENT. The term of this agreement shall be for 1 (One)  year
beginning on the date first written above, and ending November 15, 2003.

       3.1  Use of the Disposal Well will be terminated if  Birk is not  used
       for hauling water from the existing POGI wells.

4. CONFIDENTIAL INFORMATION:

     4.1 Nondisclosure. Without the prior written consent of POGI, B&B and/or
        Birk  shall not, at any time, either during or after the term of this
        Agreement,  directly  or  indirectly,  divulge  or  disclose  to  any
        person,  firm, association, or corporation,  any plans, data, results
        of  tests  and  data,  or  any other trade  secrets  or  confidential
        materials  or  like  information (collectively  referred  to  as  the
        "Confidential  Information") of POGI, it being the  intent  of  POGI,
        with  which  intent B&B and Birk hereby agrees, to restrict  B&B  and
        Birk  from  disseminating  or  using any  like  information  that  is
        unpublished or not readily available to the general public.



5. MISCELLANEOUS:

     5.1 Time of the Essence.  Time is of the essence of this Agreement,  and
         each provision hereof.

     5.2 Governing Law.  The formation, construction, and performance of this
         Agreement shall be construed in accordance with the laws of Kansas.

     5.3 Notice.  Any notice, request, demand or other communication required
         or  permitted hereunder or required by law shall be in  writing  and
         shall  be  effective  upon delivery of the same  in  person  to  the
         intended  addressee, or upon deposit of the same with  an  overnight
         courier  service  (such  as Federal Express)  for  delivery  to  the
         intended  addressee at its address shown herein, or upon deposit  of
         the  same  in the United States mail, postage prepaid, certified  or
         registered  mail,  return receipt requested, sent  to  the  intended
         addressee at its address shown herein. The address of any  party  to
         this  Agreement  may  be changed by written  notice  of  such  other
         address  given in accordance herewith and actually received  by  the
         other  parties  at least ten (10) days in advance of the  date  upon
         which such change of address shall be effective.

     POGI Address                       B&B Address
     Petrol Oil and Gas Inc.                 B&B Cooperative Ventures
     Attn: Paul Branagan                     874 12th Rd.
     6265 S. Stevenson Way                   Burlington, KS 66839
     Las Vegas,  NV 89120                    620 364 5875
     702 451 7324


     IN  WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.

POGI:

DATE: Nov 15, 2002                         By:/s/ Paul Branagan
     November 15th, 2002                      Paul Branagan

B&B:

DATE: Nov 15, 2002                         By:/s/ Edward Birk
     November 15th, 2002                      Edward E Birk , Director

B&B:

DATE: Nov 15, 2002                         By:/s/ Brian Birk
        November 15th, 2002                      Brian Birk , Director

EX-10

                      EMPLOYMENT AGREEMENT


     This  Employment Agreement is effective as of December 19, 2002  by  and
between  Petrol Oil and Gas Inc, a Nevada Corporation ("Employer"), and  Paul
Branagan, ("Executive").

                            Recitals

     WHEREAS,  Employer  is  engaged in the business of  acquiring  petroleum
leases, drilling  and completing those leases, and producing gas and/or  oil.
Employer  is  desirous  of  acquiring the special skills  and  abilities  and
background in and knowledge of Executive as it relates to Employer's business
and the industry.

     WHEREAS,  Employer seeks assurance of the association  and  services  of
Executive  in order to retain his experience, skills, abilities,  background,
and  knowledge, and is therefore willing to engage his services on the  terms
and conditions set forth below.

     WHEREAS,  Executive  desires to commence working with  Employer  and  is
willing to do so on those terms and conditions.

     NOW  THEREFORE,  in consideration of the above recitals and  the  mutual
promises  and  conditions  in this Agreement, and  other  good  and  valuable
considerations, the receipt and sufficiency of which is hereby  acknowledged,
the parties agree as follows:

1. EMPLOYMENT. Employer shall employ Executive as President.

2. EXECUTIVE'S DUTIES.

      2.1.  Duties  at  Employer: Executive shall represent the  Employer  as
President  of  Employer. Executive shall possess the power and  authority  to
hire  and  fire all employees of Employer, unless otherwise directed  by  the
Employer  to the contrary. Executive shall assist in managing and  conducting
the  business of Employer by setting and implementing procedures and policies
of  Employer.  Executive's duties shall include, but not be  limited  to  the
following:

          2.1.1     Directing the use and control of finances;

                     2.1.2     Appointing  and dismissing  all  employees  of
               Employer;

                     2.1.3     Implementing long-term strategies and policies
               by  defining  and  implementing short, medium,  and  long-term
               objectives;

          2.1.4     Communicating the intentions and results of management to
               Employer's Board on a regular basis.

           2.1.5    Borrowing or obtaining credit in any amount or  executing
any guaranty,




          2.1.6    Approving a budget and any amendments thereto;

          2.1.7     Determining and approving long-term policies and strategies;

3. DEVOTION OF TIME. During the period of his employment hereunder, Executive
shall  devote  his  business  time, interest attention,  and  effort  to  the
faithful  performance of his duties hereunder. However, Executive may  serve,
on  the  boards of directors of, and hold any other offices or positions  in,
companies or organizations in which he currently holds a position, or  others
which,  in  the  judgment of Employer's Board of Directors  (the  "Board"  as
expressed  in a written Board Resolution), will not present any  conflict  of
interest  with  Employer or adversely affect the performance  of  Executive's
duties pursuant to this Agreement.

4.  NON  COMPETITION DURING TERM OF EMPLOYMENT. During the  employment  term,
Executive  shall not, directly or indirectly, whether as a partner, employee,
creditor, shareholder, or otherwise, promote, participate, or engage  in  any
activity  or  other  business directly competitive with Employer's  business,
except  with express permission of the Board.  In addition, Executive,  while
employed, shall not take any action without Employer's prior written  consent
to establish, form, or become employed by a competing business on termination
of  employment by Employer, Executive's failure to comply with the provisions
of  the preceding sentence shall give Employer the right (in addition to  all
other  remedies Employer may have) to terminate any benefits or  compensation
to  which Executive may be otherwise entitled following termination  of  this
Agreement.

5.  VARIATION OF DUTIES. During the term hereof, Executive shall not vary the
terms   of  his  employment  with  Employer,  without  the  specific  written
authorization from the Board of Directors.

6.  TERM  OF  AGREEMENT. Subject to earlier termination as provided  in  this
Agreement, Executive shall be employed for a Three (3) year term beginning on
the date first written above, and ending August 16, 2005.

       6.1  TERM EXTENSION.  At any time prior to the expiration of the Term,
       as  stated in section 6, Employer and Executive may, by mutual written
       agreement,  extend  Executive's employment under  the  terms  of  this
       Agreement for such additional periods as they may agree.

7.  LOCATION  OF EMPLOYMENT. Unless the parties agree otherwise  in  writing,
during  the  employment  term  Executive shall perform  the  services  he  is
required  to perform under this Agreement at an office to be located  in  Las
Vegas,  NV;  provided, however, that Employer may from time to  time  require
Executive to travel temporarily to other locations on Employer's business.



8.  COMPENSATION.  Employer  shall  pay  compensation  to  Executive  in  the
following amounts and on the following terms:

        8.1    Salary. For all services rendered by Executive in any capacity
        during  the  term  of  this Agreement, Employer shall  pay  Executive
        annual  compensation  as  follows, in equal, bi-monthly  installments
        payable on the 1st day of each month, or in such other manner  as  is
        the general practice of Employer:

          8.1.1  First Year of Employment - $135,000.

          8.1.2  Second Year of Employment -   $160,000.

          8.1.3 Third Year of Employment -   $160,000.

     8.2   Stock Options. In addition to the basic salary provided for above,
       Employer hereby grants to executive the following:

          8.2.1 the right, privilege and option (the "Stock Option") to purchase
          a total of One million (1,250,000) shares of the common stock $0.001
          par value, of Employer (the "Option Shares"), which are to be fully
          vested and become exercisable immediately. The exercise price per
          share of the Option Shares shall be:
               8.2.1.1     250,000 shares priced at  $.50 per share
8.2.1.2     250,000 shares priced at  $1.00 per share
8.2.1.3     250,000 shares priced at  $1.50 per share
8.2.1.4     250,000 shares priced at  $2.00 per share
8.2.1.5     250,000 shares priced at  $2.50 per share

The   option  rights  granted  hereby  shall  be  cumulative.  Upon  becoming
exercisable, the option rights shall be exercisable at any time and from time
to  time,  in  whole  or  in part; provided, however,  that  options  may  be
exercised  only  during such time as Executive is employed by Employer  under
the terms of this Agreement.  Executive shall forfeit all right and privilege
to   all  unexecercised  options  immediately  and  automatically  upon   the
termination of this Agreement, for any reason and by any party.  The  options
shall be exercised by written notice directed to Employer, accompanied  by  a
check  payable  to  Employer for the Option shares being purchased.  Employer
shall  make immediate delivery of such purchased shares, fully paid and  non-
assessable,  registered  in  the name of Executive.  All  share  certificates
issued  to Executive in the Stock Option shall bear the following restrictive
legend, unless and until such shares have been registered in accordance  with
the Securities and Exchange Act of 1933, as amended (the "Act"):

THE  SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES
LAWS  OF  ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED,
HYPOTHECATED,  OR  OTHERWISE  DISPOSED OF  IN  ANY  MANNER  UNLESS  THEY  ARE
REGISTERED  UNDER  SUCH  ACT  AND  THE  SECURITIES  LAWS  OR  ANY  APPLICABLE
JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM.



Employer  shall use its best efforts to register the Option Shares under  the
Act at the earlier of such time as it registers shares issuable pursuant to a
qualified  employee  stock option plan or such time as  it  registers  shares
beneficially owned by or issued to others.

Employer currently has total authorized common shares of one hundred  million
(100,000,000).  If, and to the extent that the number of authorized shares of
common  stock  of  Employer shall be increased beyond  such  100,000,000,  or
reduced  from  100,000,000 by whatever action, including but not  limited  to
change  of  par  value, split, reclassification, distribution or  a  dividend
payable  in  stock, or the like, the number of shares subject  to  the  Stock
Option and the option price per share shall be proportionately adjusted.  If,
however,  Employer,  for any reason, issues additional common  stock  in  any
amount  up to the 100,000,000 shares authorized, no such adjustment shall  be
applicable.  If Employer is reorganized, consolidated or merged with  another
corporation,  Executive shall be entitled to receive options covering  shares
of  such reorganized, consolidated, or merged company in the same proportion,
at  an equivalent price, and subject to the same conditions. For purposes  of
the  preceding sentence, the excess of the aggregate fair market value of the
shares  subject  to  the  option immediately after any  such  reorganization,
consolidation, or merger over the aggregate option price of such shares shall
not  be more than the excess of the aggregate fair market value of all shares
subject   to   the  Stock  Option  immediately  before  such  reorganization,
consolidation, or merger over the aggregate option price of such shares,  and
the new option or assumption of the old Stock Option shall not give Executive
additional  benefits  which he did not have under the old  Stock  Option,  or
deprive him of benefits which he had under the old Stock Option.

Executive  shall have no rights as a stockholder with respect to  the  Option
Shares until exercise of the Stock Option and payment of the Option Price  as
herein provided.

9.  BENEFITS.  During  the employment term, Executive shall  be  entitled  to
receive  all  other benefits of employment generally available to  Employer's
other executive and managerial employees when and as he becomes eligible  for
them,  including  group  health and life insurance  benefits  and  an  annual
vacation.

     9.1  Vacation. Executive shall be entitled to a paid annual vacation  of
       three  (3)  weeks during the first year of employment,  and  four  (4)
       weeks  during  any subsequent years; provided however,  that  vacation
       time  may only be accumulated up to 6 months beyond the year in  which
       they were accrued.


     9.2  Personal Leave. Executive shall be entitled, without any adjustment
       in  his  compensation, to five (5) days personal leave in each  fiscal
       year  of employment hereunder. Personal leave may not be carried  over
       from one fiscal year to the next.

     9.3  Plans.  Executive shall be entitled to participate in any  and  all
       plans, arrangements, or distributions by Employer pertaining to or  in
       connection  with  any pension, bonus, profit sharing,  stock  options,



       and/or  similar  benefits  for  its employees  and/or  executives,  as
       determined  by  the Board of Directors of committees thereof  pursuant
       to   the   governing  instruments  which  establish  and/or  determine
       eligibility  and  other rights of the participants  and  beneficiaries
       under such plans or other benefit programs.

10.  EXPENSE  REIMBURSEMENT.  During  the  employment  term,  Employer  shall
reimburse  Executive  for  reasonable  out-of-pocket  expenses  incurred   in
connection  with  Employer's business, including travel expenses,  food,  and
lodging  when away from home, subject to such policies as Employer  may  from
time to time reasonably establish for its employees.

11.  INTELLECTUAL  PROPERTY. All processes, inventions, patents,  copyrights,
trademarks, and other intangible rights that may be conceived or developed by
Executive,  either  alone  or with others, during  the  term  of  Executive's
employment, whether or not conceived or developed during Executive's  working
hours,  and  with  respect to which the equipment, supplies,  facilities,  or
trade secret information of Employer was used, or that relate at the time  of
conception or reduction to practice of the invention to the business  of  the
Employer  or  to Employer's actual or demonstrably anticipated  research  and
development,  or  that  result  from any  work  performed  by  Executive  for
Employer, shall be the sole property of Employer. Executive shall disclose to
Employer  all inventions conceived during the term of employment, whether  or
not  the  property  of  Employer under the terms of the  preceding  sentence,
provided  that  such disclosure shall be received by Employer in  confidence.
Executive  shall  execute  all documents, including patent  applications  and
assignments, required by Employer to establish Employer's rights  under  this
Section.

12.  INDEMNIFICATION  OF EXECUTIVE. Employer shall,  to  the  maximum  extent
permitted  by  law,  indemnify and hold Executive harmless against  expenses,
including reasonable attorney's fees judgments, fines, settlement, and  other
amounts  actually and reasonably incurred in connection with  any  proceeding
arising  by  reason  of  Executive's employment by Employer.  Employer  shall
advance to Executive any expense incurred in defending such proceeding to the
maximum extent permitted by law.

13.  TERMINATION  BY EMPLOYER. Employer may terminate this Agreement  at  any
time,  if  termination  is "For Cause", as hereinafter defined.  "For  Cause"
shall  mean  Employer's termination of Executive due to  an  adjudication  of
Executive's fraud, theft, dishonesty to Employer regarding Executive's duties
or  material breach of this Agreement, if Executive fails to cure such breach
within  ten (10) days after written notice is given by the Board of Directors
to  Executive and Executive fails with ten (10) days of such notification  to
commence  such  cure  and  thereafter  diligently  prosecute  such  cure   to
completion.   In the event of such termination,  Executive shall forfeit  all
right  to  any  further  compensation  as  contemplated  in  this  Agreement,
including, but not limited to, bonuses and Stock Options.


14.  TERMINATION  BY  EXECUTIVE. Executive may terminate  this  Agreement  by
giving  Employer thirty (30) days prior written notice of resignation In  the
event of such termination, however, Executive shall forfeit all right to  any
further  compensation as contemplated in this Agreement, including,  but  not
limited to, bonuses and Stock Options.



15.  DEATH OF EXECUTIVE. If Executive dies during the initial term or  during
any renewal term of this Agreement, this Agreement shall be terminated on the
last  day  of  the calendar month of his death. Employer shall  then  pay  to
Executive's estate any salary accrued but unpaid as of the last  day  of  the
calendar  month  in  which Executive dies. Employer  shall  have  no  further
financial  obligations  to Executive or his estate  hereunder.  Any  and  all
unexercised  Stock  Option  shall  survive Executive's  death  and  shall  be
exercisable  by  Executive's estate or its beneficiaries to whom  such  Stock
Options  may  be  distributed  in accordance  with  the  original  terms  and
conditions of any such Stock Options.

16.  AGREEMENT  ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement  shall
not  be terminated by Employer's voluntary or involuntary dissolution  or  by
any  merger  in which Employer is not the surviving or resulting corporation,
or  on any transfer of all or substantially all of Employer's assets. In  the
event any such merger or transfer of assets, the provisions of this Agreement
shall be binding on and inure to the benefit of the surviving business entity
or the business entity to which such assets shall be transferred.

17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:

     17.1  Nondisclosure.  Without  the prior written  consent  of  Employer,
        Executive shall not, at any time, either during or after the term  of
        this  Agreement, directly or indirectly, divulge or disclose  to  any
        person,  firm,  association, or corporation, or use  for  Executive's
        own   benefit,  gain,  or  otherwise,  any  customer  lists,   plans,
        products,  data,  results  of tests and  data,  or  any  other  trade
        secrets  or  confidential materials or like information (collectively
        referred  to  as  the "Confidential Information") of Employer  and/or
        its  Affiliates,  as  hereinafter defined, it  being  the  intent  of
        Employer,  with  which intent Executive hereby  agrees,  to  restrict
        Executive  from disseminating or using any like information  that  is
        unpublished or not readily available to the general public.

                    17.1.1  Definition  of Affiliate. For  purposes  of  this
                    Agreement,  the term "Affiliate" shall mean  any  entity,
                    individual, firm, or corporation, directly or indirectly,
                    through   one   or   more  intermediaries,   controlling,
                    controlled by, or under common control with Employer.

     17.2  Return  of  Property.  Upon  the termination  of  this  Agreement,
        Executive shall deliver to Employer all lists, books, records,  data,
        and  other information (including all copies thereof in whatever form
        or  media)  of every kind relating to or connected with  Employer  or
        its Affiliates and their activities, business and customers.
     17.3  Notice of Compelled Disclosure. If, at any time, Executive becomes
        legally   compelled  (by  deposition,  interrogatory,   request   for
        documents,  subpoena, civil investigative demand, or similar  process
        or  otherwise)  to  disclose  any  of the  Confidential  Information,
        Executive  shall provide Employer with prompt, prior  written  notice
        of  such requirement so that Employer may seek a protective order  or
        other  appropriate remedy and/or waive compliance with the  terms  of



        this  Agreement.  In the event that such protective  order  or  other
        remedy  is  not  obtained, that Employer waives compliance  with  the
        provisions  hereof, Executive agrees to furnish only that portion  of
        the  Confidential Information which Executive is advised  by  written
        opinion of counsel is legally required and exercise Executive's  best
        efforts  to  obtain  assurance that confidential  treatment  will  be
        accorded  such  Confidential Information.  In  any  event,  Executive
        shall  not  oppose  action  by  Employer  to  obtain  an  appropriate
        protective  order  or  other  reliable  assurance  that  confidential
        treatment will be accorded the Confidential Information.

     17.4 Assurance of Compliance. Executive agrees to represent to Employer,
        in  writing, at any time that Employer so request, that Executive has
        complied  with  the provisions of this section, or any other  section
        of this Agreement.

18.  NON-COMPETITION. For a period of three (3) months after the  termination
of  this  Agreement, Executive expressly covenants and agrees that  Executive
will  not and will not attempt to, without the prior written consent  of  the
Board of Directors, directly or indirectly, (except as to those entities  set
forth in Paragraph 4, above):

     18.1 Own, manage, operate, finance, join, control, or participate in the
        ownership,  management, operation, financing, or control  of,  or  be
        associated  as  an  officer,  director,  employee,  agent,   partner,
        principal, representative, consultant, or otherwise with, or  use  or
        permit  his name to be used in connection with, any line of  business
        or  enterprise  that  competes with Employer or  its  Affiliates  (as
        defined  herein)  in  any  business of Employer  or  its  Affiliates,
        existing  or  proposed,  wherever located,  provided  that  Executive
        shall  not  be  prohibited from owning, directly or indirectly,  less
        than  one  percent (1%) of the outstanding shares of any Corporation,
        the  shares of which are traded on a National Securities Exchange  or
        in the over-the-counter markets;

     18.2  Interfere with or disrupt or attempt to interfere with or  disrupt
        or  take  any  action that could be reasonably expected to  interfere
        with  or  disrupt  any  past or present or prospective  relationship,
        contractual  or  otherwise,  between  Employer  and/or  any  of   its
        Affiliates,  and  any  customer, insurance company,  supplier,  sales
        representative,  or  agent  or  employee  of  Employer  or  any  such
        affiliate of Employer.

     18.3  Directly or indirectly solicit for employment or attempt to employ
        or  assist  any other entity in employing or soliciting or attempting
        to  employ  or  solicit for employment, either on a full-time,  part-
        time,  or  consulting basis, any employee, agent, representative,  or
        executive  (whether salaried or otherwise, union  or  non-union)  who
        within  one  (1) years of the time that Executive ceased  to  perform
        services hereunder has been employed by Employer or its Affiliates.



19. VIOLATION OF COVENANTS:

     19.1  Injunctive  Relief. Executive acknowledges  and  agrees  that  the
        services  to  be  rendered by Executive hereunder are  of  a  special
        unique,  and personal character that gives them peculiar value;  that
        the  provisions  of this section are, in view of the  nature  of  the
        business  of  Employer,  reasonable  and  necessary  to  protect  the
        legitimate business interests of Employer; that violation of  any  of
        the covenants or Agreements hereof would cause irreparable injury  to
        Employer,  that  the  remedy at law for any violation  or  threatened
        violation thereof would be inadequate; and that, therefore,  Employer
        shall  be  entitled  to temporary and permanent injunctive  or  other
        equitable relief as it may deem appropriate without the necessity  of
        proving  actual  damages  and  to  an  equitable  accounting  of  all
        earnings,  profits,  and  other  benefits  arising,  from  any   such
        violation,  or attempted violation, which rights shall be  cumulative
        and  in  addition  to  all  other rights  or  remedies  available  to
        Employer.

     19.2  Executive and Employer recognize that the laws and public policies
        of  the  various  states of the United States may differ  as  to  the
        validity  and  enforceability of certain of the provisions  contained
        in  this section. It is the intention of Executive and Employer  that
        the  provisions  of  this section shall be enforced  to  the  fullest
        extent  permissible  under  the laws  and  public  policies  of  each
        jurisdiction  in  which  such enforcement is  sought,  but  that  the
        invalidation  (or modification to conform with such  laws  or  public
        policies)  of any provision hereof shall not render unenforceable  or
        impair  the remainder of this section. Accordingly, if any  provision
        of  this  section shall be determined to be invalid or unenforceable,
        either in whole or in part this section shall be deemed to delete  or
        modify,  as  necessary,  the offending provision  and  to  alter  the
        balance  of  this section in order to render it valid and enforceable
        to the fullest extent permissible as provided herein.

20.  LIQUIDATED  DAMAGES, EMPLOYER'S BREACH. In the  event  of  any  material
breach  of  this  Agreement on the part of Employer, Executive  at  his  sole
option,  may terminate his employment under this Agreement and, at  his  sole
option,  shall be entitled to receive as liquidated damages the  amounts  set
forth  in  the  following subsection. The liquidated damages so  received  by
Executive  shall  not be limited or reduced by amounts that  Executive  might
otherwise  earn  or be able to earn during the period between termination  of
his  employment under this Agreement and payment of those liquidated damages.
The  provisions of this Section 20 shall be in addition to any and all rights
Executive may have in equity or at law to require Employer to comply with  or
to prevent the breach of this Agreement.
     20.1  The present value on the payment date (as defined in this section)
        of  the  full  amount  of his basic salary as provided  for  in  this
        Agreement  for  five (5) years following the payment due,  discounted
        to  the  payment date at a rate for quarterly periods based on  prime
        interest  rate charged by Bank of America in Las Vegas,  Nevada,  for
        short  term commercial loans on the payment date. The amount  payable
        to  Executive under this subsection shall be due and payable in  full
        on  the date of notification of Employer by Executive of the exercise
        of  his option to terminate his employment under this Agreement  (the
        "payment date").



21. MISCELLANEOUS:

     21.1    Authority  to Execute.  The parties herein represent  that  they
        have the authority to execute this Agreement.

     21.2   Severability.  If any term, provision, covenant, or condition  of
        this  Agreement  is held by a court of competent jurisdiction  to  be
        invalid,  void,  or unenforceable, the rest of this  Agreement  shall
        remain in full force and effect.

     21.3   Successors.  This Agreement shall be binding on and inure to  the
        benefit   of   the  respective  successors,  assigns,  and   personal
        representatives of the parties, except to the extent of any  contrary
        provision in this Agreement.

     21.4  Assignment.    This Agreement may not be assigned by either  party
        without the written consent of the other party.

     21.5  Singular, Plural and Gender Interpretation. Whenever used  herein,
         the  singular number shall include the plural, and the plural number
         shall  include  the singular. Also, as used herein,  the  masculine,
         feminine  or  neuter gender shall each include the  others  whenever
         the context so indicates.

     21.6    Captions.   The  subject  headings of  the  paragraphs  of  this
         Agreement  are included for purposes of convenience only, and  shall
         not  effect  the  construction  or  interpretation  of  any  of  its
         provisions.

     21.7    Entire  Agreement.  This Agreement contains the entire agreement
         of  the  parties relating to the rights granted and the  obligations
         assumed  in this instrument and supersedes any oral or prior written
         agreements   between  the  parties.  Any  oral  representations   or
         modifications  concerning this instrument shall be of  no  force  or
         effect  unless contained in a subsequent written modification signed
         by the party to be charged.

     21.8    Arbitration.   Any  controversy or  claim  arising  out  of,  or
         relating  to,  this  Agreement,  or  the  making,  performance,   or
         interpretation thereof, shall be submitted to a panel of  three  (3)
         arbitrators.  The arbitration shall comply with and be  governed  by
         the  provisions of the American Arbitration Association.  The  panel
         of  arbitrators  shall  be composed of two  (2)  members  chosen  by
         Executive  and  Employer respectively and one (1) member  chosen  by
         the   arbitrators   previously  selected.  The  findings   of   such
         arbitrators  shall be conclusive and binding on the parties  hereto.
         The  cost  of arbitration shall be borne by the losing party  or  in
         such proportions as the arbitrator shall conclusively decide.



     21.9    No Waiver.  No failure by either Executive or Employer to insist
         upon   the   strict  performance  by  the  other  of  any  covenant,
         agreement,  term or condition of this Agreement or to  exercise  the
         right or remedy consequent upon a breach thereof shall constitute  a
         waiver  of any such breach or of any such covenant, agreement,  term
         or  condition.  No waiver of any breach shall affect or  alter  this
         Agreement,  but  each and every covenant, condition,  agreement  and
         term  of this Agreement shall continue in full force and effect with
         respect to any other then existing or subsequent breach.

     21.10  Time  of  the Essence.  Time is of the essence of this Agreement,
         and each provision hereof.

     21.11  Counterparts.  The parties may execute this Agreement in two  (2)
         or  more  counterparts, which shall, in the aggregate, be signed  by
         both  parties,  and  each counterpart shall be  deemed  an  original
         instrument as to each party who has signed by it.

     21.12      Attorney's Fees and Costs.  In the event that suit be brought
         hereon,  or  an  attorney  be employed or expenses  be  incurred  to
         compel  performance  the  parties agree that  the  prevailing  party
         therein be entitled to reasonable attorney's fees.

     21.13      Governing  Law.  The formation, construction, and performance
         of  this Agreement shall be construed in accordance with the laws of
         Nevada.

     21.14      Notice.   Any  notice, request, demand or other communication
         required  or  permitted hereunder or required by  law  shall  be  in
         writing  and shall be effective upon delivery of the same in  person
         to  the  intended  addressee, or upon deposit of the  same  with  an
         overnight courier service (such as Federal Express) for delivery  to
         the  intended addressee at its address shown herein, or upon deposit
         of  the  same in the United States mail, postage prepaid,  certified
         or  registered mail, return receipt requested, sent to the  intended
         addressee at its address shown herein. The address of any  party  to
         this  Agreement  may  be changed by written  notice  of  such  other
         address  given in accordance herewith and actually received  by  the
         other  parties  at least ten (10) days in advance of the  date  upon
         which such change of address shall be effective.

     Executive Address                       Employer Address
     Paul Branagan                      Petrol Oil and Gas, Inc.
     2948 Vista del Sol                      401 Pearson Ave
     Las Vegas,  NV 89120                    Waverly, KS 66871
     702 451 7324                            785-733-2158



     IN  WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.

EXECUTIVE:

DATE: Dec 19, 2002                             By:/s/ Paul Branagan
     December  19th, 2002                          Paul Branagan




EMPLOYER:
                                               Petrol Oil and Gas Inc.

DATE:Dec 19, 2002                              By:/s/ Loren Mo;;
        December 19th, 2002                        Loren Moll , Director

EX-10

              GEOLOGIST/TECHNICAL ADVISOR CONSULTING AGREEMENT
                           PETROL OIL AND GAS INC.


     This Consulting Agreement is entered into by and between Petrol Oil and
Gas Inc. ("Company") a Nevada Corporation and William Stoeckinger
("Consultant") for the purpose of contracting Consultant to provide Geologic,
Geophysical and Engineering Consulting Services as specified by this
Agreement in support of the Company Coal Bed Methane Project ("Project").
The parties hereto agree as follows:

1.    POSITION.   Company  shall  make  use of  the  Consulting  Services  of
  Consultant  including but not limited to Areas of Geology, Geophysical  and
  Formation  Evaluation,  Drilling  and  Completion,  Regulatory  and   Lease
  Evaluation  matters and other Technical concerns related to the Exploration
  and Production of Hydrocarbons during the course of the Company's Project.


2.    TERM.  The Company shall retain Consultant as a Project geologist,  and
  technical advisor for a period of one year commencing December 1, 2002  and
  ending December 1, 2003.

  2.1.  Term  Extension. At any time prior to the expiration of the Term,  as
  stated in section 2, Company and Consultant may, by mutual written agreement,
  extend Consultant's Consulting Services under the terms of this Agreement for
  such additional periods as they may agree.


3.   CONSULTANT DUTIES.  Consultant will provide the Company with his Oil and
  Gas Technical and Business Expertise, Advise and Reports from his office in
  Bartlesville, OK and other locations of his choice as well as at Field  and
  Company Well-Site locations in support of the Company's Project as follows:

   3.1. Preliminary Project Duties   Consultant will undertake on behalf of the
    Company a Task to Develop and Create a Series of Maps to Include but Not
    Limited to Coal Distribution, and Structure of the Subsurface in the Company
    Project areas. As part of this Map Development the Consultant shall:

     3.1.1.   Gather relevant Information and Data from Libraries in Wichita and
        Lawrence, KS as well as Drillers Logs and Base Maps from other sources;

     3.1.2.   Develop Coal Distribution Maps for the Dawson, Mulky, Riverton and
        other Coal Beds that are of significance to the Company Project Leases;

     3.1.3.   Incorporate New Well and Log Data into existing data to produce
        Coal Thickness maps for the Company Project Area;



     3.1.4.  Develop Subsurface Log Correlation Diagrams for the Company Project
        Area;

     3.1.5.    Develop Structure maps on One or Two Horizons to assess the Best
        Producing Areas for the Development of Gas Production.


   3.2.  Primary  Duties  at Consultants Office: During the  Course  of  this
   Agreement Consultant will operate from his office in Bartlesville, OK and
   other locations of his choosing wherein he shall provide the Company with the
   following:

      3.2.1.    Updates of County-Wide Coal Distribution and Structural maps for
        the Company Project Areas;

      3.2.2.    Ongoing Drilling and Completion Advise and Consultation for the
        Planning and Execution of Project wells;

      3.2.3.    Consulting and Advise regarding the Acquisition of Lease Acreage
        and Preferred Well Locations;

      3.2.4.    Consulting and Advise regarding Surface Facilities including but
        not  limited  to  Gas Gathering Systems, Compressor Requirements  and
        Installations, and Water Disposal Systems;

      3.2.5. Consulting and Advise regarding Local, State and Federal Regulatory
        Issues for Project Wells and the Production and Disposal of Hydrocarbons
        and Water from the Project Wells.


    3.3. Primary Duties at Project Field Locations: During the Course of this
   Agreement Consultant will travel to Project Field locations in Eastern Kansas
   and  other Areas as Necessary to Acquire relevant Data and Information
   regarding the Geology, Drilling, Formation Evaluation, Completion  and
   Production of the Project Wells, and Assist in Various Operational Aspects of
   Producing Project wells. Consultants Field Duties include but not limited to
   the following:

       3.3.1.    Provide Well-Site Geology, a Description of the Formations and
        Rocks from Drilling logs, Drill Cuttings and Core and Assess the
        Locations of Oil and Gas Shows;

       3.3.2.    Define the Geophysical Log Suite to be used and then Supervise
         and Evaluate of the Acquired Logs for the Locations of Oil and Gas;

       3.3.3.    Advise on Size and Type of Casing to be Employed in the Project
        Well;

       3.3.4.    Prepare a Cementing Program that will conform with State and
        Local Regulations while Minimizing the Adverse effects of Potentially
        Productive Gas Intervals;



       3.3.5.    Recommend Zones to Perforate, Stimulate and Complete and Assist
        in the Execution of those Processes for some of the Initial Well
        Completions;

       3.3.6.    Collect, Catalog and provide Reports of Coal Chips, Cuttings
        and Cores to be used in a Gas-In-Place Assessment;


4.   COMPENSATION. Company shall Compensate the Consultant with the following
  Amounts and on the following terms:

  4.1.  Consulting Pay Rate and Reimbursements for Preliminary Project Duties.
     4.1.1.   For Services rendered by Consultant during the Preliminary Project
        Duties as Defined in Section 3.1 of this Agreement, Company shall pay
        Consultant a Daily Rate of Five Hundred Dollars, ($500.00).

     4.1.2.    Company will Reimburse Consultant for Travel Expenses incurred
        during the course of Acquiring the Data and Information necessary to
        fulfill the Preliminary Project Duties as defined in Section 3.1

     4.1.3.    Company will Reimburse Consultant for Outside Services and
        Supplies including, Printing, Drafting and Map development Services that
        are necessary to fulfill the Preliminary Project Duties as defined in
        Section 3.1.

  4.2.  Consulting Pay Rate and Reimbursements for Primary Project Duties
     4.2.1.    For Services rendered by Consultant during the Primary Project
        Duties as Defined in Sections 3.2 and 3.3 of this Agreement, Company
        shall pay Consultant a Daily Rate of Four Hundred Dollars, ($400.00).

     4.2.2.    Company will Reimburse Consultant for Travel Expenses incurred
        during the course of his Activities necessary to fulfill the Primary
        Project Duties as defined in Section 3.2 and 3.3

     4.2.3.    Company will Reimburse Consultant for Outside Services and
        Supplies including, Printing, Drafting and other Third Party Map
        Services that are necessary to fulfill the Primary Project Duties as
        defined in Section 3.2 and 3.3

  4.3.   Compensation with Company Stock. In Addition to the Cash Compensation
     described in Section 4.2 of this Agreement the Company will provide  the
     Consultant with Company Common Stock and Stock Option as follows:
     4.3.1.    Twenty Thousand (20,000) Shares of the Company Common Stock
        $0.001 par value for each Month the Consultant Fulfills his Duties as
        Described in Section  3 of this Agreement. These Shares will be issued
        in  arrears Quarterly,

     4.3.2.    One Hundred Sixty Thousands (160,000) of the Company Common Stock
        $0.001 par value as a signing bonus,



     4.3.3.    The right, privilege and Option ("Stock Option") to purchase One
        Hundred Thousand (100,0000) shares of the common stock $0.001 par value,
        of Company  ("Option Shares"), which are to be fully vested  and  become
        exercisable immediately. The exercise price per share of the Option
        Shares shall be:
       4.3.3.1.   50,000 shares at $0.50 per share
4.3.3.2.   50,000 shares at $1.00 per share.

     4.3.4.     The options shall be exercised by written notice directed  to
        Company, accompanied by a check payable to Company for the Option shares
        being purchased. Company shall make immediate delivery of such purchased
        shares, fully paid and non-assessable, registered in the name of
        Consultant.

     4.3.5.    All share certificates issued to Consultant Executive shall bear
        the following restrictive legend, unless and until such shares have been
        registered in accordance with the Securities and Exchange Act of 1933,
        as amended (the "Act"),                             THE SHARES OF  STOCK
        REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS
        OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
        HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE
        REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE
        JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM.

     4.3.6.    Company shall use its best efforts to register the Shares under
        the Act at the earlier of such time as it registers shares issuable
        pursuant to a qualified employee stock option plan or such time as it
        registers shares beneficially owned by or issued to others.

     4.3.7.    The Company currently has total authorized common stock of One
        Hundred Million (100,000,000) shares. If, and to the extent that the
        number of shares of common stock of the Company is increased beyond the
        current 100,000,000 authorized or reduced by whatever action, including
        but not limited to a change of par value, share split, reclassification,
        or a dividend payable in stock, or the like, the number of shares
        subject to the Stock  Option and the option price per share shall be
        proportionately adjusted. If, however, the Company is reorganized,
        consolidated or merged with another corporation, Consultant shall be
        entitled to receive options covering shares of such reorganized,
        consolidated, or merged company in the same proportion, at an equivalent
        price, and subject to the same conditions.
        For purposes of the preceding sentence, the excess of the aggregate fair
        market value of the shares subject to the option immediately after any
        such reorganization, consolidation, or merger over the aggregate option
        price of such shares shall not be more than the excess of the aggregate
        fair market value of all shares subject to the Stock Option immediately
        before such reorganization, consolidation, or merger over the aggregate
        option price of such shares, and the new option or assumption of the old
        Stock Option shall not give Consultant additional benefits which he did
        not have under the old Stock Option, or deprive him of benefits which he
        had under the old Stock Option.



     4.3.8.    Consultant shall have no rights as a stockholder with respect to
        the Option Shares until exercise of the Stock Option and payment of the
        Option Price as herein provided.

5.     Exclusivity. The Company agrees that it shall not hold exclusive right
  to Consultant services, however the Company expects that Consultant services
  shall be available in a timely manner for each project new drilling.

6.    Mergers  and Acquisition of the Company. In the event that  Company  is
  acquired  by, or merged with, another company, the Company agrees that  the
  terms of this Agreement shall be binding on such other company and Consultant
  shall continue to perform all duties, and receive compensation, as described
  herein.

7.    Confidentiality.  Consultant  shall sign  and  have  any  and  all  his
  employees, sub-contractors, and other third parties contracted by Consultant
  to perform service in the Project sign a confidentiality agreement regarding
  theirs  and  others  work on the Project and all the data  and  information
  acquired in the Project whether in written, electronic or verbal form. Copies
  of all confidentially agreements shall be provided to the Company in a timely
  manner.

8.    Informational  Ownership.  All the data,  logs,  maps,  notes,  drafts,
  reports,  documents and other information related to the Project  gathered,
  acquired, and developed whether in written or electronic form shall always be
  and remain the property of the Company and must be surrendered to the Company
  upon termination of this agreement.

IN WITNESS WHEREOF, the parties hereto set their hands as of the 19th day of
December 2002.





/s/ Pual Branagan                                      /s/ William Soeckinger
Paul Branagan                                          William Soeckinger,

EX-10

                     LAND SERVICES CONSULTING AGREEMENT

      THIS  AGREEMENT is made and entered into this 27th day of December,

2002  by  and  between  PETROL OIL AND GAS, INC. ("Petrol")  and  RUSSELL  A.

FRIERSON ("Frierson").

     RECITALS:

           A.   Petrol is a Nevada corporation engaged in the business of oil

and  gas leasing and production with its principal office located at 6265  S.

Stephenson Way, Las Vegas, NV 89120.

           B.   Frierson is a natural person who is engaged in business as  a

land  professional with his place of business located at 10804 Horton Street,

Overland Park, Kansas 66211.

           C.    From time-to-time Petrol has need for the services  of  land

professionals;  Frierson has the requisite experience and  qualifications  to

provide such services; Frierson desires to provide such services pursuant  to

the terms of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises set forth below

and other good and valuable consideration the parties agree as follows:

      1.   Land Professional Services:  Frierson shall provide to Petrol land

professional  services  in  the  nature of  the  following  specific  duties:

preparation and drafting of written agreements including but not limited  to,

agreements  concerning well location, waivers of surface use and other  lease

provisions,  damage release and compensation agreements related  to  drilling

operations,  easement  and  right  of way  agreements,  pooling  and  farmout

agreements,  and such other consents, declarations, designations,  memoranda,

notices, ratifications and stipulations by and between Petrol and any and all



surface  owners (whether or not such surface owners are also lessors)  in  or

adjacent  to Petrol mineral lease hold interests situated in Coffey, Anderson

and Greenwood Counties, Kansas as may be needed from time-to-time.  Except as

otherwise  agreed,  Frierson shall not be obligated under this  agreement  to

record instruments in the land records or engage in due diligence title  work

or  negotiate the contents, arrange for execution or otherwise interface with

land  owners  in  the  field.   In recognition  of  the  fact  that  accurate

assessment  of  the field situation is a prerequisite to the  preparation  of

appropriate documentation, Frierson shall work with and cooperate fully  with

other Petrol landmen in connection with such services contemplated under this

agreement.  In performing his services hereunder, Frierson agrees to abide by

the Code of Ethics of the American Association of Professional Landmen (AAPL)

and  shall  conduct business in accordance with the Standards of Practice  of

the AAPL as adopted and promulgated from time-to-time.

      2.    Term of Agreement:  This Agreement shall remain in effect for one

(1)  year  commencing  upon  execution hereof.   Petrol  may  terminate  this

contract at any time "for cause."  As used herein, the term "for cause" shall

mean  Frierson's  failure to abide by any material term  of  this  Agreement,

provided,  however,  that Petrol's termination of this  agreement  shall  not

terminate the Option Rights as defined and set forth in Paragraph 3, below.

      3.    Payment:  Except as otherwise agreed to in writing, Petrol  shall

pay  Frierson  for his services exclusively with stock and stock  options  as

follows:

     a.   Petrol  Stock  Grant:   Petrol  hereby  grants  to  Frierson  Fifty

          Thousand (50,000) shares of common stock $.01 par value of  Petrol.

          To  the  extent  possible,  Petrol shall take  all  reasonable  and

          necessary  steps  to register such shares as free  trading  in  any

          market where Petrol is listed in the future, if any.

     b.   Petrol  Stock Option:  Petrol hereby grants to Frierson the  right,

          privilege and option (the "Option Rights") to purchase a  total  of

          Fifty  Thousand (50,000) shares of common stock $.01 per  value  of




          Petrol  (the "Option Shares").  The Option Rights are fully  vested

          and exercisable immediately.  The exercise price per share shall be

          Fifty Cents ($.50).

                Upon execution of this Agreement, the Option Rights shall  be

          exercisable at any time and from time to time, in whole or in  part

          for  a  period of Thirty Six (36) months, after such time  Frierson

          shall  forfeit all right and privilege to all unexercised  options.

          The Option Rights shall be exercised by written notice directed  to

          Petrol,  accompanied by a check payable to Petrol  for  the  Option

          Shares  being  purchased. Petrol shall make immediate  delivery  of

          such  purchased shares, fully paid and non-assessable, and  to  the

          extent  applicable, fully registered and registered in the name  of

          Frierson.

                Petrol  currently has total authorized common shares  of  one

          hundred  million  (100,000,000).  If, and to the  extent  that  the

          number of authorized     shares of common stock of Petrol shall  be

          increased  beyond such 100,000,000, or reduced from 100,000,000  by

          whatever action, including but not limited to change of par  value,

          split,  reclassification, distribution or  a  dividend  payable  in

          stock,  or  the  like, the number of shares subject  to  the  Stock

          Option  and  the  option price per share shall  be  proportionately

          adjusted.  If,  however, Petrol, for any reason, issues  additional

          common stock in any amount up to the 100,000,000 shares authorized,

          no  such adjustment shall be applicable.  If Petrol is reorganized,

          consolidated or merged with another corporation, Frierson shall  be

          entitled  to  receive  Option  Rights  covering  shares   of   such

          reorganized,   consolidated,  or  merged  company   in   the   same




          proportion,  at  an  equivalent price,  and  subject  to  the  same

          conditions  as the Option Rights as set forth above.  For  purposes

          of  the preceding sentence, the excess of the aggregate fair market

          value  of  the shares subject to the option immediately  after  any

          such  reorganization, consolidation, or merger over  the  aggregate

          option  price of such shares shall not be more than the  excess  of

          the aggregate fair market value of all shares subject to the Option

          Rights  immediately before such reorganization,  consolidation,  or

          merger over the aggregate option price of such shares, and the  new

          option  or      assumption of the old Option Rights shall not  give

          Frierson  additional benefits which he did not have under  the  old

          Option  Rights, or deprive him of benefits which he had  under  the

          old  Option Rights.  Frierson shall have no rights as a stockholder

          with  respect  to  the Option Shares until exercise  of  the  Stock

          Option and payment of the Option Price as herein provided.

     4.    Expense  Reimbursement/Allowance:  The parties  hereto  agree  and

acknowledge  that Frierson shall pay all out-of-pocket expenses  incurred  in

connection  with  the  performance  of  the  services  provided  under   this

Agreement,  provided,  however, if Petrol requires Frierson  to  perform  any

services outside of the metropolitan Kansas City area (defined as a radius of

fifty  miles  with  the center of the radius being the intersection  of  11th

Street  and  Main,  Kansas  City, Missouri) Frierson  shall  be  entitled  to

reimbursement for such expenses.  All expenses subject to reimbursement shall

be  reasonable and necessary and in an amount not to exceed $110.00 per diem.

All reimbursable expenses shall be agreed upon by the parties, in writing, in

advance of the time such expenses are incurred.

     5.    Choice of Venue:  The parties hereto consent to submit any dispute

arising out of, or with respect to this Agreement or the performance of  this

Agreement to the exclusive jurisdiction and venue of the state district court

located in Johnson County, Kansas, United States of America.



     6.    Entire  Agreement: This writing constitutes the  entire  Agreement

between  the parties hereto concerning the subject matter hereof;  supersedes

all  existing  agreements between them; and, cannot be changed or  terminated

except as provided herein or as stated in a written agreement signed by  both

parties.  This Agreement is non-assignable by either party.

     7.    Choice of Law: This Agreement is made in, and shall be interpreted

in  accordance with the laws of the United States of America, State of Nevada

applicable  to  contracts  to be performed entirely  within  the  State,  and

without regard to principles of conflicts of laws.

     8.    Counterparts:    This Agreement may be executed  in  one  or  more

counterparts, all of which when taken together shall constitute one  and  the

same Agreement.


     AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.



                              PETROL OIL AND GAS, INC.



                              By:/s/ Paul Branagan
                                     Paul Branagan, President




                                 /s/ Russell Frierson
                                       Russell A. Frierson

EX-10

                     LAND SERVICES CONSULTING AGREEMENT

      THIS  AGREEMENT is made and entered into this 27 day of December,

2002  by  and between PETROL OIL AND GAS, INC. ("Petrol") and LAWRENCE  KEHOE

("Kehoe").

     RECITALS:

           A.   Petrol is a Nevada corporation engaged in the business of oil

and  gas leasing and production with its principal office located at 6265  S.

Stephenson Way, Las Vegas, NV 89120.

          B.   Kehoe is a natural person who is engaged in business as a land

professional with his place of business located at 1237 Osborne Road, Pomona,

Kansas 66076.

           C.    From time-to-time Petrol has need for the services  of  land

professionals;  Kehoe  has  the requisite experience  and  qualifications  to

provide such services; Kehoe desires to provide such services pursuant to the

terms of this agreement.

      NOW, THEREFORE, in consideration of the mutual promises set forth below

and other good and valuable consideration the parties agree as follows:

      1.    Land  Professional Services:  Kehoe shall provide to Petrol  land

professional  services in the nature of the following  specific  duties:  (i)

negotiation and execution of easements and surface agreements, including  but

not  limited to, agreements concerning well location(s), waivers  of  surface

use   and  other  lease  provisions,  and  damage  release  and  compensation

agreements related to drilling operations; and (ii) negotiation and execution

of   requisite  consents,  declarations,  designations,  memoranda,  notices,



ratifications and stipulations by and between Petrol and any and all  surface

owners  (whether or not such surface owners are also lessors) in or  adjacent

to  Petrol  mineral  lease hold interests situated in  Coffey,  Anderson  and

Greenwood Counties, Kansas.  Except as otherwise agreed, Kehoe shall  not  be

obligated  under this agreement to record instruments in the land records  or

engage  in  due diligence title work.  In performing his services  hereunder,

Kehoe  agrees  to abide by the Code of Ethics of the American Association  of

Professional Landmen (AAPL) and shall conduct business in accordance with the

Standards  of  Practice of the AAPL as adopted and promulgated from  time-to-

time.

      2.    Term of Agreement:  This Agreement shall remain in effect for one

(1)  year  commencing  upon  execution hereof.   Petrol  may  terminate  this

contract at any time "for cause."  As used herein, the term "for cause" shall

mean  Kehoe's  failure  to  abide by any material  term  of  this  Agreement,

provided,  however,  that Petrol's termination of this  agreement  shall  not

terminate the Option Rights as defined and set forth in Paragraph 3, below.

      3.    Payment:  Except as otherwise agreed to in writing, Petrol  shall

pay  Kehoe  for  his  services exclusively with stock and  stock  options  as

follows:

     a.   Petrol  Stock  Grant:  Petrol hereby grants to Kehoe Three  Hundred

          Twenty  Five  Thousand (325,000) shares of common  stock  $.01  par

          value  of  Petrol.  To the extent possible, Petrol shall  take  all

          reasonable  and  necessary steps to register such  shares  as  free

          trading in any market where Petrol is listed in the future, if any.

     b.   Petrol  Stock  Option:  Petrol hereby grants to  Kehoe  the  right,

          privilege and option (the "Option Rights") to purchase a  total  of

          Three Hundred Twenty Five Thousand (325,000) shares of common stock

          $.01  per value of Petrol (the "Option Shares").  The Option Rights

          are  fully vested and exercisable immediately.  The exercise  price

          per share shall be Fifty Cents ($.50).

                Upon execution of this Agreement, the Option Rights shall  be

          exercisable at any time and from time to time, in whole or in  part

          for a period of Thirty Six (36) months, after such time Kehoe shall

          forfeit  all  right and privilege to all unexercised options.   The



          Option  Rights  shall be exercised by written  notice  directed  to

          Petrol,  accompanied by a check payable to Petrol  for  the  Option

          Shares  being  purchased. Petrol shall make immediate  delivery  of

          such  purchased shares, fully paid and non-assessable, and  to  the

          extent  applicable, fully registered and registered in the name  of

          Kehoe.

                Petrol  currently has total authorized common shares  of  one

          hundred  million  (100,000,000).  If, and to the  extent  that  the

          number of authorized     shares of common stock of Petrol shall  be

          increased  beyond such 100,000,000, or reduced from 100,000,000  by

          whatever action, including but not limited to change of par  value,

          split,  reclassification, distribution or  a  dividend  payable  in

          stock,  or  the  like, the number of shares subject  to  the  Stock

          Option  and  the  option price per share shall  be  proportionately

          adjusted.  If,  however, Petrol, for any reason, issues  additional

          common stock in any amount up to the 100,000,000 shares authorized,

          no  such adjustment shall be applicable.  If Petrol is reorganized,

          consolidated  or merged with another corporation,  Kehoe  shall  be

          entitled  to  receive  Option  Rights  covering  shares   of   such

          reorganized,   consolidated,  or  merged  company   in   the   same

          proportion,  at  an  equivalent price,  and  subject  to  the  same

          conditions  as the Option Rights as set forth above.  For  purposes

          of  the preceding sentence, the excess of the aggregate fair market

          value  of  the shares subject to the option immediately  after  any

          such  reorganization, consolidation, or merger over  the  aggregate

          option  price of such shares shall not be more than the  excess  of

          the aggregate fair market value of all shares subject to the Option

          Rights  immediately before such reorganization,  consolidation,  or

          merger over the aggregate option price of such shares, and the  new

          option  or      assumption of the old Option Rights shall not  give

          Kehoe  additional  benefits which he did not  have  under  the  old



          Option  Rights, or deprive him of benefits which he had  under  the

          old  Option  Rights.  Kehoe shall have no rights as  a  stockholder

          with  respect  to  the Option Shares until exercise  of  the  Stock

          Option and payment of the Option Price as herein provided.

     4.    Expense  Reimbursement/Allowance:  The parties  hereto  agree  and

acknowledge  that  Kehoe  shall pay all out-of-pocket  expenses  incurred  in

connection  with  the  performance  of  the  services  provided  under   this

Agreement,  provided,  however,  if Petrol  requires  Kehoe  to  perform  any

services  outside  of the geographic area of Coffey, Greenwood  and  Anderson

Counties, Kansas, Kehoe shall be entitled to reimbursement for such expenses.

All  expenses subject to reimbursement shall be reasonable and necessary  and

in an amount not to exceed $110.00 per diem.  All reimbursable expenses shall

be  agreed  upon  by the parties, in writing, in advance  of  the  time  such

expenses are incurred.

     5.    Choice of Venue:  The parties hereto consent to submit any dispute

arising out of, or with respect to this Agreement or the performance of  this

Agreement to the exclusive jurisdiction and venue of the state district court

located in Coffey County, Kansas, United States of America.

     6.    Entire  Agreement: This writing constitutes the  entire  Agreement

between  the parties hereto concerning the subject matter hereof;  supersedes

all  existing  agreements between them; and, cannot be changed or  terminated

except as provided herein or as stated in a written agreement signed by  both

parties.

     7.    Choice of Law: This Agreement is made in, and shall be interpreted

in  accordance with the laws of the United States of America, State of Nevada

applicable  to  contracts  to be performed entirely  within  the  State,  and

without regard to principles of conflicts of laws.



     8.    Counterparts:    This Agreement may be executed  in  one  or  more

counterparts, all of which when taken together shall constitute one  and  the

same Agreement.


     AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.



                              PETROL OIL AND GAS, INC.



                              By:/s/ Paul Branagan
                                     Paul Branagan, President




                                 /s/ Lawrence Kehoe
                                       Lawrence Kehoe

EX-10

6

                     LAND SERVICES CONSULTING AGREEMENT

      THIS AGREEMENT is made and entered into this 27th day of December, 2002

by  and  between  PETROL  OIL AND GAS, INC. ("Petrol")  and  CODY  K.  FELTON

("Felton").

     RECITALS:

           A.   Petrol is a Nevada corporation engaged in the business of oil

and  gas leasing and production with its principal office located at 6265  S.

Stevenson Way, Las Vegas, NV 89120.

           B.    Felton is a natural person who is engaged in business  as  a

land  professional with his place of business located at 2318  Atkinsen  St.,

Amarillo, Texas 79106.

           C.    From time-to-time Petrol has need for the services  of  land

professionals;  Felton  has the requisite experience  and  qualifications  to

provide  such services; Felton desires to provide such services  pursuant  to

the terms of this agreement.

      NOW, THEREFORE, in consideration of the mutual promises set forth below

and other good and valuable consideration the parties agree as follows:

      1.    Land Professional Services:  Felton shall provide to Petrol  land

professional  services in the nature of the following  specific  duties:  (i)

acquisition of mineral interests and the recording of such interests (whether

by  leasehold  or  fee interest) in the Office of the Register  of  Deeds  of

Coffey,  Greenwood  and Anderson Counties, Kansas (ii) conduct  any  and  all

necessary  due  diligence  and  title work on  leased  properties,  including

checking  title  from patent forward to present on both surface  and  mineral

interests,  lien  and encumbrance searches in the appropriate  deed  offices,



searching  for  the  existence of liens, encumbrances and  title  defects  by

reviewing  the  records  of the clerk of the respective  district  courts  of

Coffey,   Greenwood   and  Anderson  Counties,  Kansas,   and   prepare   all

recapitulations, compilations and other written reports reasonably  requested

by  Petrol  management.   Except as otherwise agreed,  Felton  shall  not  be

obligated under this agreement to negotiate and arrange for the execution  of

agreements concerning easements and surface uses or negotiate and arrange for

the   execution   of   consents,  declarations,  designations,   notices   or

stipulations.  In performing his services hereunder, Felton agrees  to  abide

by  the  Code  of Ethics of the American Association of Professional  Landmen

(AAPL)  and  shall  conduct  business in accordance  with  the  Standards  of

Practice of the AAPL as adopted and promulgated from time-to-time.  A copy of

the  Code and Standards is attached hereto as an exhibit and incorporated and

made a part of this Agreement.

      2.    Term of Agreement:  This Agreement shall remain in effect for one

(1)  year  commencing  upon  execution hereof.   Petrol  may  terminate  this

contract at any time "for cause."  As used herein, the term "for cause" shall

mean  Felton's  failure  to abide by any material  term  of  this  Agreement,

provided,  however,  that Petrol's termination of this  agreement  shall  not

terminate the Option Rights as defined and set forth in Paragraph 3, below.

      3.    Payment:  Except as otherwise agreed to in writing, Petrol  shall

pay  Felton  for  his services exclusively with stock and  stock  options  as

follows:

     a.   Petrol  Stock Grant:  Petrol hereby grants to Felton Three  Hundred

          Twenty  Five  Thousand (325,000) shares of common  stock  $.01  par

          value  of  Petrol.  To the extent possible, Petrol shall  take  all

          reasonable  and  necessary steps to register such  shares  as  free

          trading in any market where Petrol is listed in the future, if any.

     b.   Petrol  Stock  Option:  Petrol hereby grants to Felton  the  right,

          privilege and option (the "Option Rights") to purchase a  total  of

          Three Hundred Twenty Five Thousand (325,000) shares of common stock

          $.01  per value of Petrol (the "Option Shares").  The Option Rights

          are  fully vested and exercisable immediately.  The exercise  price

          per share shall be Fifty Cents ($.50).



                Upon execution of this Agreement, the Option Rights shall  be

          exercisable at any time and from time to time, in whole or in  part

          for  a  period  of Thirty Six (36) months, after such  time  Felton

          shall  forfeit all right and privilege to all unexercised  options.

          The Option Rights shall be exercised by written notice directed  to

          Petrol,  accompanied by a check payable to Petrol  for  the  Option

          Shares  being  purchased. Petrol shall make immediate  delivery  of

          such  purchased shares, fully paid and non-assessable, and  to  the

          extent  applicable, fully registered and registered in the name  of

          Felton.

                Petrol  currently has total authorized common shares  of  one

          hundred  million  (100,000,000).  If, and to the  extent  that  the

          number of authorized     shares of common stock of Petrol shall  be

          increased  beyond such 100,000,000, or reduced from 100,000,000  by

          whatever action, including but not limited to change of par  value,

          split,  reclassification, distribution or  a  dividend  payable  in

          stock,  or  the  like, the number of shares subject  to  the  Stock

          Option  and  the  option price per share shall  be  proportionately

          adjusted.  If,  however, Petrol, for any reason, issues  additional

          common stock in any amount up to the 100,000,000 shares authorized,

          no  such adjustment shall be applicable.  If Petrol is reorganized,

          consolidated  or merged with another corporation, Felton  shall  be

          entitled  to  receive  Option  Rights  covering  shares   of   such

          reorganized,   consolidated,  or  merged  company   in   the   same



          proportion,  at  an  equivalent price,  and  subject  to  the  same

          conditions  as the Option Rights as set forth above.  For  purposes

          of  the preceding sentence, the excess of the aggregate fair market

          value  of  the shares subject to the option immediately  after  any

          such  reorganization, consolidation, or merger over  the  aggregate

          option  price of such shares shall not be more than the  excess  of

          the aggregate fair market value of all shares subject to the Option

          Rights  immediately before such reorganization,  consolidation,  or

          merger over the aggregate option price of such shares, and the  new

          option  or      assumption of the old Option Rights shall not  give

          Felton  additional  benefits which he did not have  under  the  old

          Option  Rights, or deprive him of benefits which he had  under  the

          old  Option  Rights.  Felton shall have no rights as a  stockholder

          with  respect  to  the Option Shares until exercise  of  the  Stock

          Option and payment of the Option Price as herein provided.

     4.    Expense  Reimbursement/Allowance:  The parties  hereto  agree  and

acknowledge  that  Felton shall pay all out-of-pocket  expenses  incurred  in

connection  with  the  performance  of  the  services  provided  under   this

Agreement,  provided,  however,  if Petrol requires  Felton  to  perform  any

services  outside  of the geographic area of Coffey, Greenwood  and  Anderson

Counties,  Kansas,  Felton  shall  be  entitled  to  reimbursement  for  such

expenses.   All  expenses subject to reimbursement shall  be  reasonable  and

necessary  and in an amount not to exceed $110.00 per diem.  All reimbursable

expenses shall be agreed upon by the parties, in writing, in advance  of  the

time such expenses are incurred.

     5.    Choice of Venue:  The parties hereto consent to submit any dispute

arising out of, or with respect to this Agreement or the performance of  this

Agreement to the exclusive jurisdiction and venue of the state district court

located in Coffey County, Kansas, United States of America.

     6.    Entire  Agreement: This writing constitutes the  entire  Agreement

between  the parties hereto concerning the subject matter hereof;  supersedes

all  existing  agreements between them; and, cannot be changed or  terminated

except as provided herein or as stated in a written agreement signed by  both

parties.



     7.    Choice of Law: This Agreement is made in, and shall be interpreted

in  accordance with the laws of the United States of America, State of Nevada

applicable  to  contracts  to be performed entirely  within  the  State,  and

without regard to principles of conflicts of laws.

     8.    Counterparts:    This Agreement may be executed  in  one  or  more

counterparts, all of which when taken together shall constitute one  and  the

same Agreement.


     AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.



                              PETROL OIL AND GAS, INC.



                              By:/s/ Paul Branagan
                                     Paul Branagan, President




                                 /s/ Cody Felton
                                       Cody K. Felton

EX-10

                               LEASE AGREEMENT

     THIS LEASE, made the 21st day of January 2003, by between CMJR

INVESTMENTS, INC., hereinafter called Lessor, and PETROL OIL AND GAS, INC.,

hereinafter called Lessee.

     1.   Property and Term.  Lessor hereby rents to Lessee and Lessee hereby

rents from Lessor the premises ("Premises") described as follows, to-wit:

     Lot Twelve  (12), in Block One (1), of Kent's Addition to the City of

     Waverly, LESS the following tract:

     Beginning at the Southwest corner of said Lot Twelve (12), in Block One
     (1), of Kent's Addition, thence East along the South line of said Lot
     Twelve (12) a distance of 34.95 feet; thence North 25.15 feet to a point
     on the North line of said Lot Twelve (12); thence West along the North
     line of Lot Twelve (12) a distance of 35.00 feet to the Northwest corner
     of Lot Twelve (12); thence South 25.15 feet to the point of beginning,
     all being in Kent's Addition to the City of Waverly, Coffey County,
     Kansas.

The term of this lease shall be for one (1) year for a term beginning January

23, 2003, and ending January 23, 2004.

     2.   Rent.  Rent shall be $300.00 per month, due and payable on the 24th

day of each month. The first and last month's rent shall be paid in advance,

the receipt of which is hereby acknowledged. If rent is not paid within three

(3) days after the due date, Lessee will be charged and pay a late charge of

$20.00. Such late charge provision shall not be construed as a grace period,

and Lessor may declare default if rent is not paid on or before the due date.

All persons signing this Agreement as Lessee shall be jointly and severally

liable for rent due under this agreement and performance hereof.

     3.   Care of Premises.  Lessee shall keep premises in good repair, clean

     and free of fire hazards and shall return same in as good condition as



received, reasonable wear and use excepted. Lessee agrees to take care of and

pay for

any and all minor repairs to the premises and the Lessor agrees to take care

of and pay for any and all major repairs to the premises. Lessee agrees to

hold Lessor harmless for any liability arising form injury to person or

property caused by any act or omission of Lessee, their family, guests,

servants, assignees or sublessees. The parties acknowledge that there is a

microwave, stove, refrigerator, and shelves that belong to Lessor but Lessee

is allowed the use of the same during their occupancy.

     4.   Use of Premises.  Lessee will not, without Lessor's written

consent, make any alterations in the premises and will not deface or permit

the defacing of premises.

     5.   Assigning or Subleasing.  Lessee shall not assign, transfer or

encumber this Lease or any part thereof without written consent of Lessor and

shall not sublet or allow any other person to come in with or under Lessee

without like written consent. Consent of Lessor to any such assignment or

subletting, and acceptance of rent by Lessor from any assignee, underlessee

or occupant shall not release Lessee from the above obligations to pay rent

hereunder and to comply with the other terms and conditions of this Lease. No

collection of rent from an assignee, sublessee or occupant shall be deemed an

acceptance of that person as Lessee, unless acceptance is made in writing by

Lessor.

     6.   Utilities.  Lessee shall furnish and pay for all trash collection,

electricity, gas, water, fuel and other utility services used in or assessed

against the leased premises.

     7.   Taxes and Insurance.  Lessor will pay for the real estate taxes on

the premises. The Lessor shall continuously maintain fire and extended

coverage insurance on the premises. The Lessee shall obtain insurance to

cover its personal property contents in the building and shall also

continuously maintain liability insurance on the building. The Lessor shall

under no circumstances be responsible or held liable for any accident or

injuries occurring on or about the leased premises.



     8.   Waiver.  Waiver by Lessor or any default or breach, including

failure to pay rent on or before the date due, shall not be construed to be a

continuing waiver of such default or breach, nor as a waiver or permission,

express or implied, of any other subsequent default or breach.

     9.   Lessor's Right to Entry.  Lessor or his agents shall have the right to

          enter

 the premises at reasonable hours after reasonable notice to Lessee for

inspection or repairs or to show the premises to prospective lessees or

buyers. Lessor may enter the premises without consent of Lessee in case of an

extreme hazard involving a potential loss of life or severe property damage.

     10.  Termination.  Lessor may terminate this Lease upon thirty days' notice

          in

writing prior to the next rent payment date to the Lessee, and provided, that

Lessor shall have the right to terminate this Lease pursuant to the Lessor-

Lessee Act aforesaid if Lessee fails to pay rent on or before the date due or

otherwise fails to perform the covenants contained herein.

    11.  Default.  On default or material breach of this Agreement, Lessor shall

have the right to exercise all remedies permitted under Kansas law.



   12.  Entire Agreement.  This Agreement, including the provisions of said Act,

where not otherwise provided for or permitted herein, constitutes the entire

agreement between the parties. Any agreement hereafter made shall be

ineffective to change, modify or alter this Agreement unless in writing and

signed by Lessor and Lessee.

     13.  Notice of Extended Absence.  Lessee most notify the Lessor of any

anticipated absence in excess of seven consecutive days by the first day of

such absence.

     14.  Kansas Lessor-Lessee Act Applicable.  The provisions of the Kansas

Residential Lessor-Lessee Act govern this Agreement where not otherwise

provided for or permitted herein. If any provisions hereof shall be

inconsistent with said Act, the provisions of said Act shall govern.



     NOTICE TO LESSEE: THIS LEASE IS A LEGALLY BINDING DOCUMENT AND YOU

SHOULD SEEK LEGAL ASSISTANCE BEFORE SIGNING IF YOU HAVE QUESTIONS.

     IN WITNESS WHEREOF, the parties hereunto set their hands the day and

year first above written.



CMJR INVESTMNETS, INC.             PETROL OIL AND GAS, INC.



By:

          (LESSOR)                                (LESSEE)

EX-10

                           2002 STOCK OPTION PLAN



     1.   PURPOSE.  The purpose of the 2002 Stock Option Plan (the "Plan") is

to  strengthen  PETROL OIL & GAS, INC., a Nevada corporation ("Corporation"),

by  providing to employees, officers, directors, consultants and  independent

contractors of the Corporation or any of its subsidiaries (including dealers,

distributors,  and other business entities or persons providing  services  on

behalf  of  the  Corporation or any of its subsidiaries) added incentive  for

high  levels  of performance and unusual efforts to increase the earnings  of

the  Corporation.   The  Plan seeks to accomplish this  purpose  by  enabling

specified  persons to purchase shares of the common stock of the Corporation,

$.001  par  value,  thereby  increasing their  proprietary  interest  in  the

Corporation's success and encouraging them to remain in the employ or service

of the Corporation.

     2.   CERTAIN DEFINITIONS.  As used in this Plan, the following words and

phrases  shall  have  the  respective meanings set forth  below,  unless  the

context clearly indicates a contrary meaning:

          2.1    "Board  of  Directors":   The  Board  of  Directors  of  the

Corporation.

          2.2   "Committee":  The Committee which shall administer  the  Plan

shall consist of the entire Board of Directors.

          2.3   "Fair  Market  Value Per Share":  The fair market  value  per

share  of  the  Shares as determined by the Committee  in  good  faith.   The



Committee is authorized to make its determination as to the fair market value

per share of the Shares on the following basis:  (i) if the Shares are traded

only  otherwise  than  on a securities exchange and are  not  quoted  on  the

National  Association  of  Securities  Dealers'  Automated  Quotation  System

("NASDAQ"),  but  are quoted on the bulletin board or in  the  "pink  sheets"

published  by  the National Daily Quotation Bureau, the greater  of  (a)  the

average  of  the mean between the average daily bid and average  daily  asked

prices of the Shares during the thirty (30) day period preceding the date  of

grant  of an Option, as quoted on the bulletin board or in the "pink  sheets"

published by the National Daily Quotation Bureau, or (b) the mean between the

average daily bid and average daily asked prices of the Shares on the date of

grant,  as published on the bulletin board or in such "pink sheets;" (ii)  if

the  Shares are traded only otherwise than on a securities exchange  and  are

quoted  on  NASDAQ, the greater of (a) the average of the  mean  between  the

closing bid and closing asked prices of the Shares during the thirty (30) day

period  preceding  the date of grant of an Option, as reported  by  the  Wall

Street  Journal  and (b) the mean between the closing bid and  closing  asked

prices  of the Shares on the date of grant of an Option, as reported  by  the

Wall  Street  Journal;  (iii) if the Shares are  admitted  to  trading  on  a

securities  exchange,  the greater of (a) the average of  the  daily  closing

prices  of the Shares during the ten (10) trading days preceding the date  of

grant  of  an Option, as quoted in the Wall Street Journal, or (b) the  daily

closing  price of the Shares on the date of grant of an Option, as quoted  in



the Wall Street Journal; or (iv) if the Shares are traded only otherwise than

as  described in (i), (ii) or (iii) above, or if the Shares are not  publicly

traded,  the value determined by the Committee in good faith based  upon  the

fair  market value as determined by completely independent and well qualified

experts.

          2.4  "Option":  A stock option granted under the Plan.

          2.5   "Incentive Stock Option":  An Option intended to qualify  for

treatment as an incentive stock option under Code Sections 421 and 422A,  and

designated as an Incentive Stock Option.

          2.6   "Nonqualified  Option":   An  Option  not  qualifying  as  an

Incentive Stock Option.

          2.7  "Optionee":  The holder of an Option.

          2.8   "Option Agreement":  The document setting forth the terms and

conditions of each Option.

          2.9   "Shares":  The shares of common stock $.001 par value of  the

Corporation.

          2.10 "Code":  The Internal Revenue Code of 1986, as amended.

          2.11 "Subsidiary":  Any corporation of which fifty percent (50%) or

more  of  total  combined  voting power of  all  classes  of  stock  of  such

corporation  is  owned  by  the  Corporation or  another  Subsidiary  (as  so

defined).



     3.  ADMINISTRATION OF PLAN.

          3.1  In General.  This Plan shall be administered by the Committee.

Any  action of the Committee with respect to administration of the Plan shall

be taken pursuant to (i) a majority vote at a meeting of the Committee (to be

documented by minutes), or (ii) the unanimous written consent of its members.

          3.2   Authority.  Subject to the express provisions of  this  Plan,

the  Committee  shall have the authority to:  (i) construe and interpret  the

Plan,  decide  all questions and settle all controversies and disputes  which

may  arise in connection with the Plan and to define the terms used  therein;

(ii)  prescribe,  amend  and  rescind  rules  and  regulations  relating   to

administration of the Plan; (iii) determine the purchase price of the  Shares

covered  by  each Option and the method of payment of such price, individuals

to  whom,  and  the  time or times at which, Options  shall  be  granted  and

exercisable and the number of Shares covered by each Option;  (iv)  determine

the  terms and provisions of the respective Option Agreements (which need not

be  identical); (v) determine the duration and purposes of leaves of  absence

which  may  be granted to participants without constituting a termination  of

their  employment  for  purposes  of  the  Plan;  and  (vi)  make  all  other

determinations  necessary  or advisable to the administration  of  the  Plan.

Determinations  of  the Committee on matters referred to in  this  Section  3



shall  be  conclusive and binding on all parties howsoever  concerned.   With

respect  to Incentive Stock Options, the Committee shall administer the  Plan

in  compliance  with  the provisions of Code Section 422A  as  the  same  may

hereafter be amended from time to time.  No member of the Committee shall  be

liable for any action or determination made in good faith with respect to the

Plan or any Option.

     4.  ELIGIBILITY AND PARTICIPATION.

          4.1   In  General.  Only officers, employees and directors who  are

also  employees  of the Corporation or any Subsidiary shall  be  eligible  to

receive grants of Incentive Stock Options.  Officers, employees and directors

(whether  or  not  they  are  also  employees)  of  the  Corporation  or  any

Subsidiary, as well as consultants, independent contractors or other  service

providers  of the Corporation or any Subsidiary shall be eligible to  receive

grants  of Nonqualified Options.  Within the foregoing limits, the Committee,

from time to time, shall determine and designate persons to whom Options  may

be   granted.  All such designations shall be made in the absolute discretion

of  the Committee and shall not require the approval of the stockholders.  In

determining (i) the number of Shares to be covered by each Option,  (ii)  the

purchase  price  for  such Shares and the method of  payment  of  such  price

(subject to the other sections hereof), (iii) the individuals of the eligible

class to whom Options shall be granted, (iv) the terms and provisions of  the

respective  Option Agreements, and (v) the times at which such Options  shall

be  granted, the Committee shall take into account such factors as  it  shall

deem relevant in connection with accomplishing the purpose of the Plan as set

forth  in  Section 1.  An individual who has been granted an  Option  may  be



granted  an additional Option or Options if the Committee shall so determine.

No  Option  shall  be  granted under the Plan after December  16,  2012,  but

Options granted before such date may be exercisable after such date.

          4.2   Certain  Limitations.   In  no event  shall  Incentive  Stock

Options  be  granted to an Optionee such that the sum of (i)  aggregate  fair

market value (determined at the time the Incentive Stock Options are granted)

of  the  Shares  subject  to all Options granted under  the  Plan  which  are

exercisable for the first time during the same calendar year, plus  (ii)  the

aggregate fair market value (determined at the time the options are  granted)

of  all  stock subject to all other incentive stock options granted  to  such

Optionee   by  the  Corporation,  its  parent  and  Subsidiaries  which   are

exercisable for the first time during such calendar year, exceeds One Hundred

Thousand  Dollars  ($100,000).   For purposes of  the  immediately  preceding

sentence, fair market value shall be determined as of the date of grant based

on the Fair Market Value Per Share as determined pursuant to Section 2.3.

     5.  AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN

          CAPITALIZATION.



          5.1   Shares.   Subject to adjustment as provided  in  Section  5.2

below,  the total number of Shares to be subject to Options granted  pursuant

to  this  Plan  shall not exceed Three Million  (3,000,000)  Shares.   Shares

subject  to the Plan may be either authorized but unissued shares  or  shares

that  were  once  issued and subsequently reacquired by the Corporation;  the

Committee shall be empowered to take any appropriate action required to  make

Shares  available  for Options granted under this Plan.   If  any  Option  is

surrendered  before exercise or lapses without exercise in full  or  for  any

other  reason  ceases to be exercisable, the Shares reserved therefore  shall

continue to be available under the Plan.

          5.2   Adjustments.   As  used herein, the term  "Adjustment  Event"

means  an  event pursuant to which the outstanding Shares of the  Corporation

are increased, decreased or changed into, or exchanged for a different number

or  kind  of  shares or securities, without receipt of consideration  by  the

Corporation,     through     reorganization,    merger,     recapitalization,

reclassification,  stock split, reverse stock split,  stock  dividend,  stock

consolidation  or  otherwise.  Upon the occurrence of  an  Adjustment  Event,

(i) appropriate and proportionate adjustments shall be made to the number and



kind of shares and exercise price for the shares subject to the Options which

may thereafter be granted under this Plan, (ii) appropriate and proportionate

adjustments  shall be made to the number and kind of and exercise  price  for

the  shares subject to the then outstanding Options granted under this  Plan,

and  (iii) appropriate amendments to the Option Agreements shall be  executed

by the Corporation and the Optionees if the Committee determines that such an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such  other corporation of any Options  then  or  thereafter

outstanding  under the Plan.  Notwithstanding the foregoing, such  adjustment

in  an  outstanding Option shall be made without change in the total exercise

price  applicable  to  the unexercised portion of the  Option,  but  with  an

appropriate  adjustment to the number of shares, kind of shares and  exercise

price  for  each  share  subject to the Option.   The  determination  by  the

Committee  as to what adjustments, amendments or arrangements shall  be  made

pursuant  to  this Section 5.2, and the extent thereof, shall be   final  and

conclusive.  No fractional Shares shall be issued under the Plan  on  account

of any such adjustment or arrangement.

     6.  TERMS AND CONDITIONS OF OPTIONS.

          6.1   Intended  Treatment  as Incentive Stock  Options.   Incentive

Stock  Options  granted pursuant to this Plan are intended to  be  "incentive

stock  options" to which Code Sections 421 and 422A apply, and the Plan shall

be  construed and administered to implement that intent.  If all or any  part

of an Incentive Stock Option shall not be an "incentive stock option" subject



to  Sections 421 or 422A of the Code, such Option shall nevertheless be valid

and  carried  into  effect.  All Options granted under  this  Plan  shall  be

subject  to  the terms and conditions set forth in this Section 6 (except  as

provided  in  Section  5.2) and to such other terms  and  conditions  as  the

Committee shall determine to be appropriate to accomplish the purpose of  the

Plan as set forth in Section 1.

          6.2  Amount and Payment of Exercise Price.

               6.2.1      Exercise Price.  The exercise price per  Share  for

each  Share  which the Optionee is entitled to purchase under a  Nonqualified

Option  shall  be  determined by the Committee but shall  not  be  less  than

eighty-five percent (85%) of the Fair Market Value Per Share on the  date  of

the  grant of the Nonqualified Option.  The exercise price per Share for each

Share  which  the  Optionee is entitled to purchase under an Incentive  Stock

Option  shall be determined by the Committee but shall not be less  than  the

Fair  Market Value Per Share on the date of the grant of the Incentive  Stock

Option; provided, however, that the exercise price shall not be less than one

hundred ten percent (110%) of the Fair Market Value Per Share on the date  of

the  grant  of  the Incentive Stock Option in the case of an individual  then

owning  (within  the meaning of Code Section 425(d)) more  than  ten  percent

(10%)  of  the  total combined voting power of all classes of  stock  of  the

Corporation or of its parent or Subsidiaries.

               6.2.2     Payment of Exercise Price.  The consideration to  be

paid  for  the Shares to be issued upon exercise of an Option, including  the

method  of  payment, shall be determined by the Committee and may consist  of



promissory notes, shares of the common stock of the Corporation or such other

consideration and method of payment for the Shares as may be permitted  under

applicable state and federal laws.

          6.3  Exercise of Options.

               6.3.1      Each  Option  granted  under  this  Plan  shall  be

exercisable  at such times and under such conditions as may be determined  by

the  Committee  at  the  time of the grant of the  Option  and  as  shall  be

permissible under the terms of the Plan; provided, however, in no event shall

an Option be exercisable after the expiration of ten (10) years from the date

it  is granted, and in the case of an Optionee owning (within the meaning  of

Code  Section 425(d)), at the time an Incentive Stock Option is granted, more

than  ten percent (10%) of the total combined voting power of all classes  of

stock  of  the  Corporation or of its parent or Subsidiaries, such  Incentive

Stock  Option  shall not be exercisable later than five (5) years  after  the

date of grant.

               6.3.2      An Optionee may purchase less than the total number

of  Shares  for  which  the Option is exercisable, provided  that  a  partial

exercise  of an Option may not be for less than One Hundred (100) Shares  and

shall not include any fractional shares.

          6.4  Nontransferability of Options.  All Options granted under this

Plan  shall  be nontransferable, either voluntarily or by operation  of  law,



otherwise than by will or the laws of descent and distribution, and shall  be

exercisable during the Optionee's lifetime only by such Optionee.

          6.5   Effect  of  Termination of Employment or Other  Relationship.

Except as otherwise determined by the Committee in connection with the  grant

of   Nonqualified  Options,  the  effect  of  termination  of  an  Optionee's

employment  or  other relationship with the Corporation  on  such  Optionee's

rights to acquire Shares pursuant to the Plan shall be as follows:

               6.5.1     Termination for Other than Disability or Cause.   If

an  Optionee ceases to be employed by, or ceases to have a relationship with,

the  Corporation  for  any reason other than for disability  or  cause,  such

Optionee's  Options shall expire not later than three (3) months  thereafter.

During  such three (3) month period and prior to the expiration of the Option

by  its terms, the Optionee may exercise any Option granted to him, but  only

to the extent such Options were exercisable on the date of termination of his

employment  or  relationship and except as so exercised, such  Options  shall

expire at the end of such three (3) month period unless such Options by their

terms expire before such date.  The decision as to whether a termination  for

a  reason other than disability, cause or death has occurred shall be made by

the  Committee,  whose  decision shall be final and conclusive,  except  that

employment  shall not be considered terminated in the case of sick  leave  or

other bona fide leave of absence approved by the Corporation.



               6.5.2      Disability.  If an Optionee ceases to  be  employed

by,  or  ceases  to have a relationship with, the Corporation  by  reason  of

disability  (within  the meaning of Code Section 22(e)(3)),  such  Optionee's

Options shall expire not later than one (1) year thereafter.  During such one

(1)  year period and prior to the expiration of the Option by its terms,  the

Optionee may exercise any Option granted to him, but only to the extent  such

Options  were exercisable on the date the Optionee ceased to be employed  by,

or  ceased  to  have  a  relationship with,  the  Corporation  by  reason  of

disability and except as so exercised, such Options shall expire at  the  end

of  such one (1) year period unless such Options by their terms expire before

such  date.  The decision as to whether a termination by reason of disability

has  occurred shall be made by the Committee, whose decision shall  be  final

and conclusive.

               6.5.3      Termination for Cause.  If an Optionee's employment

by,  or  relationship  with, the Corporation is terminated  for  cause,  such

Optionee's Option shall expire immediately; provided, however, the  Committee

may,  in  its  sole discretion, within thirty (30) days of such  termination,

waive the expiration of the Option by giving written notice of such waiver to

the  Optionee  at such Optionee's last known address.  In the event  of  such

waiver,  the Optionee may exercise the Option only to such extent,  for  such

time, and upon such terms and conditions as if such Optionee had ceased to be

employed by, or ceased to have a relationship with, the Corporation upon  the



date of such termination for a reason other than disability, cause, or death.

Termination  for  cause shall include termination for  malfeasance  or  gross

misfeasance in the performance of duties or conviction of illegal activity in

connection  therewith  or any conduct detrimental to  the  interests  of  the

Corporation.   The determination of the Committee with respect to  whether  a

termination for cause has occurred shall be final and conclusive.

          6.6   Withholding  of Taxes.  As a condition to  the  exercise,  in

whole  or  in  part, of any Options the Board of Directors may  in  its  sole

discretion require the Optionee to pay, in addition to the purchase price  of

the  Shares  covered by the Option an amount equal to any Federal,  state  or

local  taxes  that  may  be required to be withheld in  connection  with  the

exercise of such Option.

          6.7  No Rights to Continued Employment or Relationship.

Nothing contained in this Plan or in any Option Agreement shall obligate  the

Corporation to employ or have another relationship with any Optionee for  any

period  or  interfere in any way with the right of the Corporation to  reduce

such   Optionee's  compensation  or  to  terminate  the  employment   of   or

relationship with any Optionee at any time.

          6.8   Time  of  Granting Options.  The time an Option  is  granted,

sometimes  referred  to herein as the date of grant, shall  be  the  day  the

Corporation  executes  the  Option  Agreement;  provided,  however,  that  if

appropriate  resolutions of the Committee indicate that an Option  is  to  be

granted  as  of  and on some prior or future date, the time  such  Option  is

granted shall be such prior or future date.



          6.9   Privileges of Stock Ownership.  No Optionee shall be entitled

to the privileges of stock ownership as to any Shares not actually issued and

delivered  to such Optionee.  No Shares shall be purchased upon the  exercise

of  any Option unless and until, in the opinion of the Corporation's counsel,

any  then  applicable requirements of any laws or governmental or  regulatory

agencies having jurisdiction and of any exchanges upon which the stock of the

Corporation may be listed shall have been fully complied with.

          6.10  Securities Laws Compliance.  The Corporation will  diligently

endeavor to comply with all applicable securities laws before any Options are

granted  under the Plan and before any Shares are issued pursuant to Options.

Without limiting the generality of the foregoing, the Corporation may require

from  the Optionee such investment representation or such agreement, if  any,

as  counsel for the Corporation may consider necessary or advisable in  order

to  comply with the Securities Act of 1933 as then in effect, and may require

that the Optionee agree that any sale of the Shares will be made only in such

manner as is permitted by the Committee.  The Committee in its discretion may

cause the Shares underlying the Options to be registered under the Securities

Act  of  1933, as amended, by the filing of a Form S-8 Registration Statement

covering the Options and Shares underlying such Options.  Optionee shall take

any  action  reasonably  requested  by the  Corporation  in  connection  with

registration or qualification of the Shares under federal or state securities

laws.



          6.11   Option   Agreement.   Each  Incentive   Stock   Option   and

Nonqualified  Option  granted  under this Plan  shall  be  evidenced  by  the

appropriate  written Stock Option Agreement ("Option Agreement") executed  by

the  Corporation  and the Optionee in a form substantially the  same  as  the

appropriate form of Option Agreement attached as Exhibit I or II hereto  (and

made  a  part  hereof  by  this reference) and  shall  contain  each  of  the

provisions  and  agreements specifically required  to  be  contained  therein

pursuant to this Section 6, and such other terms and conditions as are deemed

desirable by the Committee and are not inconsistent with the purpose  of  the

Plan as set forth in Section 1.

     7.  PLAN AMENDMENT AND TERMINATION.

          7.1   Authority  of  Committee.  The  Committee  may  at  any  time

discontinue  granting Options under the Plan or otherwise suspend,  amend  or

terminate  the  Plan  and  may, with the consent of an  Optionee,  make  such

modification  of  the terms and conditions of such Optionee's  Option  as  it

shall deem advisable; provided that, except as permitted under the provisions

of  Section 5.2, the Committee shall have no authority to make any  amendment

or  modification  to  this  Plan or any outstanding Option  thereunder  which

would:   (i)  increase the maximum number of shares which  may  be  purchased

pursuant to Options granted under the Plan, either in the aggregate or by  an

Optionee (except pursuant to Section 5.2); (ii) change the designation of the

class   of  the  employees  eligible  to  receive  Incentive  Stock  Options;

(iii)  extend  the term of the Plan or the maximum Option period  thereunder;

(iv)  decrease the minimum Incentive Stock Option price or permit  reductions

of  the  price  at which shares may be purchased for Incentive Stock  Options

granted under the Plan; or (v) cause Incentive Stock Options issued under the



Plan  to fail to meet the requirements of incentive stock options under  Code

Section  422A.  An amendment or modification made pursuant to the  provisions

of this Section 7 shall be deemed adopted as of the date of the action of the

Committee  effecting such amendment or modification and  shall  be  effective

immediately,  unless otherwise provided therein, subject to approval  thereof

(1)  within  twelve  (12)  months  before or  after  the  effective  date  by

stockholders of the Corporation holding not less than a majority vote of  the

voting  power of the Corporation voting in person or by proxy at a duly  held

stockholders meeting when required to maintain or satisfy the requirements of

Code  Section 422A with respect to Incentive  Stock Options, and (2)  by  any

appropriate  governmental  agency.   No Option  may  be  granted  during  any

suspension or after termination of the Plan.

          7.2   Ten (10) Year Maximum Term.  Unless previously terminated  by

the Committee, this Plan shall terminate on December 16, 2012, and no Options

shall be granted under the Plan thereafter.

          7.3   Effect  on  Outstanding Options.   Amendment,  suspension  or

termination  of  this Plan shall not, without the consent  of  the  Optionee,

alter  or  impair  any  rights or obligations under  any  Option  theretofore

granted.





     8.  EFFECTIVE DATE OF PLAN.  This Plan shall be effective as of December

16, 2002, the date the Plan was adopted by the Board of Directors, subject to

the  approval of the Plan by the affirmative vote of a majority of the issued

and  outstanding  Shares of common stock of the Corporation  represented  and

voting at a duly held meeting at which a quorum is present within twelve (12)

months  thereafter.  The Committee shall be authorized and empowered to  make

grants  of Options pursuant to this Plan prior to such approval of this  Plan

by the stockholders; provided, however, in such event the Option grants shall

be  made subject to the approval of both this Plan and such Option grants  by

the stockholders in accordance with the provisions of this Section 8.

     9.  MISCELLANEOUS PROVISIONS.

          9.1    Exculpation  and  Indemnification.   The  Corporation  shall

indemnify  and  hold  harmless the Committee from and  against  any  and  all

liabilities, costs and expenses incurred by such persons as a result  of  any

act,  or omission to act, in connection with the performance of such persons'

duties,  responsibilities and obligations under the  Plan,  other  than  such

liabilities, costs and expenses as may result from the gross negligence,  bad

faith, willful conduct and/or criminal acts of such persons.

          9.2   Governing Law.  The Plan shall be governed and  construed  in

accordance with the laws of the State of Delaware and the Code.

          9.3   Compliance  with  Applicable  Laws.   The  inability  of  the

Corporation to obtain from any regulatory body having jurisdiction  authority



deemed  by  the Corporation's counsel to be necessary to the lawful  issuance

and  sale  of  any  Shares upon the exercise of an Option shall  relieve  the

Corporation of any liability in respect of the non-issuance or sale  of  such

Shares as to which such requisite authority shall not have been obtained.



                                   As  approved by the Board of Directors  of
                                   Petrol  Oil  &  Gas, Inc. on December  16,
                                   2002


                                   By /s/ Paul Branagan
                                       PAUL BRANAGAN, SECRETARY



                                                        EXHIBIT I

                           [FORM OF]

                INCENTIVE STOCK OPTION AGREEMENT



     THIS  INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into  as

of                            , 200__, by and between PETROL OIL & GAS, INC.,

a Nevada corporation ("Corporation"), and                   ("Optionee").



                        R E C I T A L S



     A.    On  December  16, 2002, the Board of Directors of the  Corporation

adopted the Stock Option Plan (the "Plan").

     B.    Pursuant to the Plan, on ________________, the Board of  Directors

of  the  Corporation  acting as the Plan Committee  ("Committee")  authorized

granting  to  Optionee options to purchase shares of the common stock,  $.001

par  value,  of  the Corporation ("Shares") for the term and subject  to  the

terms and conditions hereinafter set forth.

                       A G R E E M E N T

     It is hereby agreed as follows:



     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of        Shares,  upon  and

subject  to  the  terms and conditions of the Plan, which is incorporated  in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.

     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section  18)  and  expiring on the date ______ (__) years from  the  date  of

grant, unless earlier terminated pursuant to Section 7:



         [terms of option vesting to be set forth here]



     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender




the purchase price of the Shares he has elected to purchase.  An Optionee may

purchase  less  than  the  total number of Shares for  which  the  Option  is

exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of

the  Shares that he is entitled to purchase under the Options, his  right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  that  Optionee  is entitled to purchase under  the  Options  shall  be

per Share.

     6.    PAYMENT  OF PURCHASE PRICE.  At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all

Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment

for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.



     7.    EFFECT  OF TERMINATION OF EMPLOYMENT.  If an Optionee's employment

or  other relationship with the Corporation (or a Subsidiary) terminates, the

effect of the termination on the Optionee's rights to acquire Shares shall be

as follows:

          7.1   Termination  for  Other  than Disability  or  Cause.   If  an

Optionee ceases to be employed by, or ceases to have a relationship with, the

Corporation  or  a  Subsidiary for any reason other than  for  disability  or

cause,  such Optionee's Options shall expire not later than three (3)  months

thereafter.   During such three (3) month period and prior to the  expiration

of  the Option by its terms, the Optionee may exercise any Option granted  to

him,  but  only to the extent such Options were exercisable on  the  date  of

termination  of  his employment or relationship and except as  so  exercised,

such  Options  shall expire at the end of such three (3) month period  unless

such  Options  by their terms expire before such date.  The  decision  as  to

whether a termination for a reason other than disability, cause or death  has

occurred  shall be made by the Committee, whose decision shall be  final  and

conclusive, except that employment shall not be considered terminated in  the

case  of  sick  leave  or other bona fide leave of absence  approved  by  the

Corporation.

          7.2   Disability.   If  an Optionee ceases to be  employed  by,  or

ceases to have a relationship with, the Corporation or a Subsidiary by reason

of  disability (within the meaning of Code Section 22(e)(3)), such Optionee's

Options shall expire not later than one (1) year thereafter.  During such one



(1)  year period and prior to the expiration of the Option by its terms,  the

Optionee may exercise any Option granted to him, but only to the extent  such

Options  were exercisable on the date the Optionee ceased to be employed  by,

or  ceased  to  have a relationship with, the Corporation  or  Subsidiary  by

reason of disability.  The decision as to whether a termination by reason  of

disability has occurred shall be made by the Committee, whose decision  shall

be final and conclusive.

          7.3   Termination  for Cause.  If an Optionee's employment  by,  or

relationship with, the Corporation or a Subsidiary is terminated  for  cause,

such  Optionee's  Option  shall expire immediately;  provided,  however,  the

Committee  may,  in  its sole discretion, within thirty  (30)  days  of  such

termination, waive the expiration of the Option by giving written  notice  of

such  waiver to the Optionee at such Optionee's last known address.   In  the

event  of  such  waiver, the Optionee may exercise the Option  only  to  such

extent, for such time, and upon such terms and conditions as if such Optionee

had  ceased  to  be employed by, or ceased to have a relationship  with,  the

Corporation  or a Subsidiary upon the date of such termination for  a  reason

other  than disability, cause or death.  Termination for cause shall  include

termination for malfeasance or gross misfeasance in the performance of duties

or  conviction  of illegal activity in connection therewith  or  any  conduct

detrimental  to  the  interests  of the Corporation  or  a  Subsidiary.   The

determination  of  the Committee with respect to whether  a  termination  for

cause has occurred shall be final and conclusive.



     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.

     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the



Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.

     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.

     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted,  sometimes  referred to herein as the  "date  of  grant,"  shall  be

..

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory



agencies  having jurisdiction, and of any exchanges upon which the  stock  of

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to the Options.   Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment

representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.  INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS.  The Options granted

herein are intended to be "incentive stock options" to which Sections 421 and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code") apply, and shall be construed to implement that intent.  If  all  or



any  part of the Options shall not be subject to Sections 421 and 422A of the

Code, the Options shall nevertheless be valid and carried into effect.

     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for

the Corporation shall require.

     18.  CONDITIONS TO OPTIONS.

          18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS  AND



UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.

          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

          18.3  Maximum  Exercise Period.  Notwithstanding any  provision  of

this  Agreement to the contrary, the Options shall expire no later  than  ten

years  from  the  date hereof or five years if, as of the  date  hereof,  the

Optionee  owns or is considered to own by reason of Code Section 425(d)  more

than  10% of the total combined voting power of all classes of stock  of  the

Corporation or any Subsidiary or parent corporation of the Corporation.



     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the

provisions of this Agreement.

          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.

          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed  and  delivered in the  State  of  Nevada  and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.



          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:



        If to Optionee:




        If to Corporation: Petrol Oil & Gas, Inc.
                           6255 S. Stevenson Way
                           Las Vegas, NV 89120




Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.

            19.8  Entire  Agreement.  This Agreement constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or other agreements between the parties in connection with the subject matter

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

            19.9  Attorneys'  Fees.   In the event that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in

each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,



the  attorneys'  fees  reasonably  incurred  by  such  prevailing  party   in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.

        IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.



                         "CORPORATION"
                         PETROL OIL & GAS, INC.

                         _________________________
                         a Nevada Corporation



                         By:



                         "OPTIONEE"





                                                       EXHIBIT II
                           [FORM OF]

              NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into

as  of                            , by and between PETROL OIL & GAS, INC.,  a

Nevada corporation ("Corporation"), and ____________________ ("Optionee").



                        R E C I T A L S



     A.    On  December  16, 2002, the Board of Directors of the  Corporation

adopted the PETROL OIL & GAS, INC. 2002 Stock Option Plan (the "Plan").

     B.    Pursuant  to the Plan, on                         , the  Board  of

Directors  of  the  Corporation  acting as the Plan  Committee  ("Committee")

authorized  granting  to Optionee options to purchase shares  of  the  common

stock,  $.001  par  value, of the Corporation ("Shares")  for  the  term  and

subject to the terms and conditions hereinafter set forth.



                       A G R E E M E N T

     It is hereby agreed as follows:



     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of __________  Shares,  upon

and subject to the terms and conditions of the Plan, which is incorporated in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.

     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section 18) and expiring on the date _____ (__) years from the date of grant,

unless earlier terminated pursuant to Section 7:



          [Terms of vesting to be set forth here]



     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender

the purchase price of the Shares he has elected to purchase.  An Optionee may

purchase  less  than  the  total number of Shares for  which  the  Option  is




exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of

the  Shares which he is entitled to purchase under the Options, his right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  which Optionee is entitled to purchase under the Options  shall  be  $

per Share.

     6.    PAYMENT  OF  PURCHASE PRICE. At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all

Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment

for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.



     7.    EFFECT  OF  TERMINATION OF RELATIONSHIP OR DEATH.   If  Optionee's

relationship   with  the  Corporation  as  a  director  terminates   (whether

voluntarily   or   involuntarily  because  he  is  not  re-elected   by   the

shareholders), or if optionee dies, all options which have previously  vested

shall expire six (6) months thereafter.  All unvested options shall laps  and

automatically  expire.   During such six (6) month period  (or  such  shorter

period  prior to the expiration of the Option by its own terms), such Options

may be exercised by the Optionee, his executor or administrator or the person

or  persons to whom the Option is transferred by will or the applicable  laws

of  descent and distribution, as the case may be, but only to the extent such

Options  were  exercisable on the date Optionee ceased to have a relationship

with the Corporation as a director or died.

     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.



     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the

Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.



     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.

     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted,  sometimes  referred to herein as the  "date  of  grant,"  shall  be

..

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory

agencies  having jurisdiction, and of any exchanges upon which the  stock  of

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to  the Options.  Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment



representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.   INTENDED  TREATMENT AS NON-QUALIFIED STOCK OPTIONS.   The  Options

granted  herein are intended to be non-qualified stock options  described  in

U.S.  Treasury Regulation ("Treas. Reg.") ?1.83-7 to which Sections  421  and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code")  do not apply, and shall be construed to implement that intent.   If

all  or any part of the Options shall not be described in Treas. Reg. ?1.83-7

or  be  subject  to  Sections 421 and 422A of the  Code,  the  Options  shall

nevertheless be valid and carried into effect.

     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for



the Corporation shall require.

     18.  CONDITIONS TO OPTIONS.

          18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM  NECESSARY OR ADVISABLE. SUCH REQUIRED REPRESENTATIONS  AND

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.



          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the

provisions of this Agreement.

          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.



          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed  and  delivered in the  State  of  Nevada  and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.

          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:




          If to Optionee:          _________________________
                                   _________________________
                                   _________________________


          If to Corporation:       PETROL OIL & GAS, INC.
                                   6265 S. Stevenson Way
                                   Las Vegas, NV 89120


Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.

          19.8  Entire  Agreement.   This Agreement  constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or other agreements between the parties in connection with the subject matter

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

          19.9  Attorneys'  Fees.   In  the event  that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in



each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,

the  attorneys'  fees  reasonably  incurred  by   such  prevailing  party  in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.

     IN  WITNESS WHEREOF, the parties have entered into this Agreement as  of

the date first set forth above.

                         "CORPORATION"
                          PETROL OIL & GAS, INC.
                          a Nevada corporation



                         By:

EX-10

                           SECURED PROMISSORY NOTE
                             NOTE AND AGREEMENT

$ 400,000.00                                                     2 July 2003

  For value received, the undersigned, Petrol Oil and Gas Inc. (POGI) whose
principal place of business is 6265 S. Stevenson Way, Las Vegas, NV 89120,
and registered to do business in Nevada USA, promises to pay to the order of
CPA Directed Investments, (CPA) whose address is 13700 Six Mile Cypress
Parkway, Fort Myers, FL, $400,000.00 with interest at the rate of 10 % per
annum. Payment shall be made in a full as a lump sum, which shall be the
balance due on this note.


                                SECTION ONE.

                                  SECURITY
  To secure the payment of this note a share certificate in the amount of
1,000,000 shares of POGI restricted common stock will be issued in the name
of CPA Directed Investments. This share certificate will be held by CPA until
such time as the loan and interest are paid in full as described in this Note
at which time CPA will surrender the share certificate to POGI for
cancellation. This share certificate shall be in this agreement collectively
referred to as "collateral."

                                SECTION TWO.

                                    TERM
  The term of the loan shall be 180 days from the date the full $400,000.00
loan amount is transferred to POGI from CPA, or 30 days following POGI
receiving funds from its public offering, whichever occurs first.


                               SECTION THREE.

                                   DEFAULT
  The occurrence of any of the following events shall constitute a default:
  A.   Nonpayment, when due, of any amount payable under this note and
  agreement or failure of POGI to perform any agreement contained in this
  agreement.

  B.   Any material false or misleading statement, representation, or warranty
  of POGI in this agreement or in any other writing at any time furnished by
  POGI to CPA.

  C.   Insolvency or inability of POGI to pay debts as they mature, the making
  by POGI of an assignment for the benefit of creditors, or institution of any
  proceeding by or against POGI alleging that POGI is insolvent or unable to
  pay debts as they mature.

  D.   Entry of any judgment against POGI.



  E.   Dissolution, merger or consolidation of POGI, or transfer of a
  substantial part of POGI property.

                                SECTION FOUR.

                                  REMEDIES
  On any default under this agreement, all remaining amounts of this loan on
this note shall, at the option of CPA, become immediately due and payable,
and CPA may exercise at any time any rights and remedies available to it
under applicable law of the state of Nevada. POGI shall, in case of default,
provide the appropriate notifications to POGI's transfer agent that will
permit CPA to have voting rights assigned to the collateral. POGI shall pay
all costs incurred by CPA in collecting note and enforcing the rights of CPA
under this agreement, including reasonable attorney fees and legal expenses.

                                SECTION FIVE.

                                   NOTICE
  POGI waives presentment, demand, notice of dishonor, protest and all other
notices whatsoever. CPA may from time to time extend or renew the note for
any period, regardless of whether for a longer period than the original
period of the note, and grant any releases, compromises or indulgences with
respect to the note, any extension or renewal of the note or any security for
the note or to any party liable under the note or this agreement, all without
notice to or consent of POGI and without affecting the liability of POGI
under this note and agreement.

                                SECTION SIX.

                                   WAIVER
  No delay by CPA in the exercise of any right or remedy under this note and
agreement shall operate as a waiver of the same, and no single or partial
exercise by CPA of any such right or remedy shall preclude other or further
exercise of the same or the exercise of any other right or remedy.

                               SECTION SEVEN.

                           CONSTRUCTION AND EFFECT
  This combined note and security agreement has been delivered at CPA
Directed Investments, (CPA) 13700 Six Mile Cypress Parkway, Fort Myers, FL,
and shall be construed in accordance applicable laws of Nevada. Whenever
possible, each provision of this note and agreement shall be interpreted in
such manner as to be effective and valid under applicable law; however, if
any such provision shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the
remaining provisions of this note and agreement.



                               SECTION EIGHT.

                                 ARBITRATION
Any controversy, claim, or breach arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration in Las Vegas,
Clark County, Nevada in accordance with the rules of the American Arbitration
Association and the judgment upon the award rendered shall be entered by
consent in any court having jurisdiction thereof. The non-prevailing party
shall reimburse the prevailing party for its reasonable attorney's fees and
other costs and expenses related to the arbitration

                                SECTION NINE.

                      BORROWER WARRANTS AND REPRESENTS
  Borrower warrants and represents that it is authorized to execute this
Promissory Note and that in doing so, Borrower's execution of this Promissory
Note does not violate any law, contract, agreement or the Articles of
Organization or the By-laws of the Borrower.


  The rights and privileges of CPA under this note and agreement shall inure
to the benefit of its successors and assigns.

  This note and agreement has been executed at CPA Directed Investments,
(CPA) 13700 Six Mile Cypress Parkway, Fort Myers, FL the day and year first
above written.


Signed:

/s/ Paul Branagan
   ----------------------------
     PAUL BRANAGAN
     President
     Petrol Oil and Gas Inc.

EX-16

G. Brad Beckstead
Certified Public Accountant
                                                      330 E. Warm Springs Rd.
                                                          Las Vegas, NV 89119
                                                                 702.257.1984
                                                             702.362.0540 fax




September 5, 2002

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

I  was previously principal accountant for Petrol Oil and Gas, Inc. (formerly
Euro  Technology  Outfitters) (the "Company") and reported on  the  financial
statements  of  the Company for the years ended December 31, 2001  and  2000.
Effective  August  20,  2002,  my appointment  as  principal  accountant  was
terminated.  I have read the Company's statements included under  Item  4  of
its  Form 8-K dated August 19, 2002, and I agree with such statements, except
that I am not in a position to agree or disagree with the Company's statement
that  the  change  was approved by the Board of Directors or  that  Weaver  &
Martin,  LLC was not engaged regarding any matter requiring disclosure  under
Regulation S-K, Item 304(a)(2).

Very truly yours,

/s/ G. Brad Beckstead, CPA
G. Brad Beckstead, CPA

EX-23

RE:  Petrol Oil and Gas, Inc. (formerly Euro Technology Outfitters)
     Registration Statement Form SB-2

We hereby consent to the use of our audit report dated March 14, 2003
relating to the December 31, 2002 financial statements of Petrol Oil
and Gas, Inc. in the Registration Statement (Form SB-2/A).


Weaver & Martin

Kansas City, Missouri
July 21, 2003

EX-23

              Stoecklein Law Group, a Professional Corporation

                   Practice Limited to Federal Securities


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                                                              July 21, 2003

Board of Directors
PETROL OIL AND GAS, INC.
6265 S. Stevenson Way
Las Vegas, Nevada  89120

     RE:  Petrol Oil and Gas, Inc
          Registration Statement on Form SB-2

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement, on Form SB-
2  filed  by  PETROL OIL AND GAS, INC., a Nevada corporation (the "COMPANY"),
with   the  Securities  and  Exchange  Commission  (the  "COMMISSION")   (the
"REGISTRATION  STATEMENT"),  in connection with the  registration  under  the
Securities  Act  of 1933, as amended, of 5,000,000 shares  of  the  Company's
Common Stock (the "STOCK").

     In  rendering  this  opinion,  we  have examined  originals,  or  copies
certified  or  otherwise identified to our satisfaction, of  such  documents,
corporate  records,  certificates  and other  documents  as  we  have  deemed
necessary  or  appropriate for the purposes of this  opinion,  including  the
following:  (a) the Articles of Incorporation and Bylaws of the  Company,  as
amended;  (b)  the Registration Statement, together with the Exhibits  to  be
filed  as a part thereof; (c) the Prospectus prepared in connection with  the
Registration Statement; (d)  the minutes of meetings and actions  by  written
consent of the stockholders and Board of Directors that are contained in  the
Company's minute books; and (e)  the stock records for the Company  that  the
Company has provided to us.

     In  our examination of documents for purposes of this opinion, with  the
exception of the stock certificates, we have assumed, and express no  opinion
as  to,  the  genuineness  of  all  signatures  on  original  documents,  the
authenticity and completeness of all documents submitted to us as  originals,
the conformity to originals and completeness of all documents submitted to us
as  copies, the legal capacity of all persons or entities executing the same,
and  the  lack  of  any  undisclosed  termination,  modification,  waiver  or
amendment  to  any document reviewed by us. As to the stock certificates,  we
have determined that the signatories on the stock certificates have the legal
authority to execute same.



Petrol Oil and Gas, Inc. SB2 Registration
Opinion Letter
Page 2

     As  to  matters of fact relevant to this opinion, we have relied  solely
upon our examination of the documents referred to above and have assumed  the
current  accuracy  and completeness of the information obtained  from  public
officials,  records  and  documents  referred  to  above.  We  have  made  no
independent investigation or other attempt to verify the accuracy of  any  of
such  information or to determine the existence or non-existence of any other
factual  matters; however, we are not aware of any facts that would cause  us
to believe that the opinion expressed herein is not accurate.

     Based  upon the foregoing, and subject to the qualifications  set  forth
below,  we  are  of  the  opinion  that the Company  is  a  corporation  duly
organized, validly existing and in good standing under the laws of the  State
of  Nevada,  the  5,000,000 shares of Stock to be  issued  and  sold  by  the
Company,  when  issued,  sold  and  delivered  in  the  manner  and  for  the
consideration  stated in the Registration Statement and the  Prospectus  will
have been duly authorized, legally issued, fully paid and nonassessable.

     This opinion is intended solely for use in connection with issuance  and
sale  of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.

     We  consent to the use of this opinion as an exhibit to the Registration
Statement  and  further  consent to all references to  us,  if  any,  in  the
Registration  Statement, the Prospectus constituting a part thereof  and  any
amendments thereto.  In giving this consent, we do not thereby admit that  we
are within the category of persons whose consent is required under Section  7
of  the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,

STOECKLEIN LAW GROUP

By: /s/ Donald Stoecklein
      Donald J. Stoecklein, Esq.