EXHIBIT 10.6

               THIRD EXTENSION AGREEMENT BETWEEN PIONEER OIL LLC
              AND DOLPHIN ENERGY CORPORATION DATED APRIL 28, 2003






                            THIRD EXTENSION AGREEMENT

         THIS THIRD EXTENSION AGREEMENT is made and entered into effective April
28, 2003, by and between Pioneer Oil LLC, a Montana limited  liability  company,
of Billings,  Montana  ("Pioneer")  and Dolphin  Energy  Corporation,  of Miami,
Florida ("Dolphin").

         WITNESSETH, that:

         WHEREAS,  Pioneer and Dolphin entered into a certain Lease  Acquisition
and Drilling  Agreement  dated  September 30, 2002 (the "Lease  Acquisition  and
Drilling Agreement"); and

         WHEREAS,  by Letter Agreement agreed to and accepted January,  4, 2003,
the parties  agreed to amend  Articles  III-B and C and Article V-A of the Lease
Acquisition and Drilling Agreement; and

         WHEREAS,  by Letter  Agreement agreed to and accepted January 30, 2003,
the parties  agreed to amend  Article  III,  Article  IV-B and Article  IV-C and
Article V-A of the parties' Lease and Acquisition and Drilling Agreement; and

         WHEREAS,  the  parties  now  wish  to  enter into  this Third Extension
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises and obligation undertaken herein, it is agreed as follows:

         1.    Dolphin shall pay Pioneer the sum of $100,000, by cashier's check
               or wire transfer, on or before May 7, 2003.

         2.    Dolphin's  payment  obligation under Paragraph IV-A and Paragraph
               V-A  under  the  Lease  Acquisition  and  Drilling  Agreement  is
               extended to September 15, 2003, provided,  however,  that Dolphin
               has timely  paid the sum set forth in  Paragraph  1,  above,  and
               subject to the provisions of Paragraph 3, below.

         3.    Dolphin's drilling obligation under Paragraph V-A under the Lease
               Acquisition and Drilling Agreement is extended to March 1, 2004.

         4.    Until  such  time as  Dolphin  performs  by making  the  payments
               described in Paragraph 2, above,  Pioneer shall have the right to
               either  (i) sell or assign up to 106  locations  of 80 acres each
               located on the Leases described in the Lease

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               Acquisition  and  Drilling  Agreement to a third party or parties
               and/or (ii) elect to drill for its own account gas wells on up to
               106 locations of 80 acres each located on the Leases described in
               the Lease  Acquisition and Drilling  Agreement,  and in either of
               such cases,  Pioneer shall first give written  notice to Dolphin,
               which said written notice shall specify the legal descriptions of
               up to 106  of 80  acres  each  on the  subject  Leases,  allowing
               Dolphin five (5) business days from and after such written notice
               within which Dolphin may elect to perform its  obligations  under
               Paragraph 2, above, and in which said case,  Dolphin must perform
               its  obligations  under  Paragraph  2,  above,  within  ten  (10)
               business days of Pioneer  having given such notice.  In the event
               that Pioneer  exercises its rights hereunder and Dolphin fails to
               timely perform its  obligations of the parties under and pursuant
               to  the  Lease  Acquisition  and  Drilling   Agreement  shall  be
               terminated as to the drilling  locations  designated in Pioneer's
               written notice to Dolphin.

         5.    Time  shall  be of the  essence  of all  of the  obligations  and
               undertakings of the parties pursuant to the Lease Acquisition and
               Drilling Agreement and all Amendments thereto.

         6.    This Agreement  shall be signed by the parties in counterpart and
               exchanged via facsimile transmission.

DATED this 28th day of April, 2003.

                                      Dolphin Energy Corporation


                                      BY:   /s/ MARC BRUNER
                                         ---------------------------------------
                                           Authorized Officer


                                      Pioneer Oil, LLC


                                      BY:   /s/ TADD BUTT
                                         ---------------------------------------
                                           Authorized Member


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