CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is entered into this 1st day of
May, 2001 is by and amongst Ohio & Southwestern  Energy Co. (the  "Company") and
Michael A. Littman (The "Consultant").

         WHEREAS,  Consultant is skilled in providing  legal  services,  and has
provided legal services to Company in the past;

         WHEREAS,  the Consultant is due approximately  $40,000 as a result of a
prior agreement for services with the Company;

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein  and other  good and  valuable  consideration  receipt  whereof is hereby
acknowledged it is agreed.

         1. The Company hereby has engaged the Consultant for legal services and
wishes to pay  Consultant  and has agreed to  payment  of fees due for  services
already rendered through issuance of stock.






         2.  In  partial   consideration  of  the  services  already   provided,
Consultant  shall  receive a fee equal to 5,883 shares of the  Company's  common
stock which shall be issued for $10,000 of the accrual due and owing as a result
of prior  services  rendered to the  Company by the  Consultant.  An  additional
amount of $10,000  worth of shares shall be  registered on Form S-8 each 14 days
at the then market bid  commencing  date hereof until $40,000 in shares has been
registered and issued.

         3. The Company will register all the compensation  shares pursuant to a
registration statement on Form S-8.

         4.  Except  as  otherwise   provided   herein,   any  notice  or  other
communication  to any party  pursuant to or relating to this  Agreement  and the
transactions provided for herein shall be deemed to have been given or delivered
when  deposited in the United States Mail,  registered  or  certified,  and with
proper postage and  registration  or  certification  fees prepaid,  addressed at
their  principal place of business or to such other address as may be designated
by either party in writing.

         5. This Agreement shall be governed by and interpreted  pursuant to the
laws of the state of  Colorado.  By entering  into this  Agreement,  the parties
agree to the jurisdiction of the Colorado courts with venue in Jefferson, County
Colorado.  In the event of any breach of this  Agreement,  the prevailing  party
shall be entitled to recover all costs including reasonable attorney's fees.




         6. This Agreement may be executed in any number of  counterparts,  each
of which when so executed an delivered shall be deemed an original, and it shall
not be  necessary,  in making proof of this  Agreement to produce or account for
more than one counterpart.

         IN WITNESS  WHEREOF,  the parties hereto have subscribed their hands an
seals the day and year first above written.

CONSULTANT:                               COMPANY:
Michael A. Littman                          OHIO & SOUTHWESTERN ENERGY CO.


/s/Michael A. Littman                      BY:/s/Ralph Shearing
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Michael A. Littman                         Ralph Shearing, President