EXHIBIT 10.16

       FIFTH EXTENSION AGREEMENT BETWEEN PIONEER OIL LLC AND DOLPHIN
                ENERGY CORPORATION DATED SEPTEMBER 30, 2003






                            FIFTH EXTENSION AGREEMENT

         THIS FIFTH  EXTENSION  AGREEMENT  is made and  entered  into  effective
September 30, 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  that  certain   Lease
Acquisition  and  Drilling  Agreement  dated  September  30,  2002  (the  "Lease
Acquisition and Drilling Agreement") and

         WHEREAS,  the parties have entered into certain  Amending and Extension
Agreements,  the same being dated January 4, 2003,  January 30, 2003,  April 21,
2003, and September 5, 2003; and

         WHEREAS,  the parties wish to enter into this Fifth Extension Agreement
in order to extend the time for  performance  by Dolphin of certain of Dolphin's
obligations under the Lease Acquisition and Drilling Agreement.

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

         1.       Dolphin's  obligations under Paragraphs IV-A and V-A under the
                  Lease Acquisition  and  Drilling Agreement are hereby extended
                  to October 16, 2003,  subject, however, to the other terms and
                  conditions of the prior Agreements between the parties.

         2.       Time  shall  be  of  the  essence  of   all  obligations   and
                  understandings   of  the  parties   pursuant  to   the   Lease
                  Acquisition and Drilling Agreement and all amendments thereto,
                  and  Dolphin  covenants  and  agrees  to  timely  perform  its
                  obligations under Paragraphs IV-A and VA thereof.

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

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         DATED effective September 30, 2003.

                                     DOLPHIN ENERGY CORPORATION

                                     By:    /S/ MARC BRUNER
                                        ----------------------------------------
                                           Authorized Officer

                                     PIONEER OIL, LLC

                                     By:
                                        ----------------------------------------
                                            Authorized Officer




















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