EXECUTIVE SUMMARY                  NORTHEAST BRANDON 3-D                SHALLOW OIL PROGRAM ONE PROGRAM HIGHLIGHTS: The N E Brandon 3-D SHALLOW OIL PROGRAM ONE is a multi-prospect shallow oil drilling program consisting of four (4) initial oil prospects identified by 3-D seismic data with several development well locations in the Hockley-Pettus Sand Trend characterized by strong shallow (less than 5000 feet) oil and gas production and wells which initially flow at 100 to 150 barrels of oil per day.  The program seeks to capitalize on higher oil prices and lower drilling and lease costs while utilizing 3-D seismic in a highly faulted highly oil-productive area to identify overlooked commercial oil reservoirs.  Additionally,  gas prospects in the Frio Channel sands and Basal Yegua Sand are to be tested subsequent to the shallow oil prospects. PROGRAM LOCATION: The identified prospects are located 10 miles north of San Diego in Northeast Duval County, Texas and are northeast of and on strike with the Fitzsimmons Oil Field which produced over 5 million barrels of oil from the Pettus Sand. STRUCTURE OF THE PROGRAM ONE AREA: Prospects on the north side of the Program area such as the Barracuda (Hockley) and Marlin (Pettus) Prospects are dominated by large down to the-coast faults which trap by high-side closure around these down-to-the-coast faults.  This same 300 foot down-to-the-coast fault which creates the trap for the Marlin (Pettus) Prospect should yield one or two well locations for the Hockley Sand series. The Wahoo (Pettus) Prospect which is on the southwest portion of the Program One area is also a structural trap controlled by a 150 foot down-to-the-coast fault with high-side closure.  This same 150 foot down-to-the-coast fault which creates the trap for the Wahoo (Pettus) Prospect should yield one or two well locations for the Hockley Sand series. The Amberjack (Hockley) Prospect is on the eastern portion of Program One and is was created by high-side closure around a 35-40 foot up-to-the-coast trapping fault similar to the 30 foot up-to-the-coast fault which trapped over 300,000 barrels of oil out of the Hockley Sand series in A & H Oil Field immediately south of the Amberjack Prospect. TRADE TERMS: 4 OIL PROSPECTS PROGRAM:                  Marlin Prospect –               2 Pettus, potentially 1 to 2 Hockley wells and 1 Cole well structurally defined by 3-D seismic Wahoo Prospect –              1 Pettus well and potentially 1 Hockley well structurally defined by 3-D seismic Barracuda Prospect –        1 Hockley well and potentially 1 Cole well structurally defined by 3-D seismic Amberjack Prospect –        1 Hockley well structurally defined by 3-D seismic Potential Reserves (est.):         Initial Oil Program - 700,000 bbls oil (4-Prospect wells) and 300,000 bbls oil from                                                              development wells Number of Wells:                        Initial program of 4 structural test wells, 1 potential development well, and 4 to 5 shallower                                              potential test wells with 3 to 8 seismic gas amplitude anomaly test wells to follow Working Interest Available:      80% (64% APO) Operator:                                     Open at time of posting (To be determined by largest WI Buyer) Total Seismic Purchase:            5 square miles (Brandon 3-D - SeitelData) 3-D Seismic Parameters:           PSTM; Source Spacing/Group Interval - 220ft; Bin Size - 110 x 110 ft; Nominal Fold - 27   Total Leasehold:                         270 acres Net Revenue Interest:              75%NRI on 100% Working Interest with SELLER back-in for 20% WI after payout of the initial                                           test well on each prospect. On subsequent wells for each prospect, SELLER will be "Heads-up"                                           and pay 20% of all drilling and completion costs. COSTS:                          Land, Geology & Geophysics:         $310,000 for all 4 prospects (to be paid upon execution of Participation Agreement) Drilling and Completion (est.):                   1st Test Well (5000ft)             8/8ths*           25%                   1%      G & G & Land                          $  77,500        $  19375         $   775      Drilling (Pettus Sd)                $214,525        $  53632         $2,145      Completion (Pettus Sd)         $244,825        $  61206         $2,448      TOTAL (est.):                           $536,850        $134213         $5,368 *SELLER may consider alternative offers on 100% WI. Buyer may opt out of subsequent wells, but all Land, G & G funds will remain with SELLER. Subject to prior sale.