UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
MaSON OIL COMPANY, Inc.
(Name of Issuer)
COMMON Stock, par value $.001 per share
(Title of Class of Securities)
575315205
(CUSIP Number)
P. Christian Anderson
Snell & Wilmer, L.L.P.
Broadway Centre
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 23, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 570538108 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul B. Ingram
John L. Naylor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Paul B. Ingram - United States
John L. Naylor - Australia
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NUMBER OF 7 SOLE VOTING POWER
SHARES Paul B. Ingram - 500,000/ 0.48%
BENEFICIALLY John L. Naylor - 500,000/ 0.48%
OWNED BY -------------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH N/A
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9 SOLE DISPOSITIVE POWER
Paul B. Ingram - 500,000/ 0.48%
John L. Naylor - 500,000/ 0.48%
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Paul B. Ingram - 500,000
John L. Naylor - 500,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Paul B. Ingram - 0.48%
John L. Naylor - 0.48%
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14 TYPE OF REPORTING PERSON
IN;
IN
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<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the Common Stock, $.001 par value per share, of Mason Oil Company,
Inc., a Utah corporation (the "Issuer"). The Issuer's principal executive office
is located at 1324 Capital Circle, N.W., Unit C., Lawrenceville, Georgia 30043.
Item 2. Identity and Background.
This Schedule 13D is filed Paul B. Ingram and John L. Naylor. Paul B.
Ingram's address is 3620 North Walker Street, Flagstaff, Arizona 86004. John L.
Naylor's address is 174 Greenhill Road, Suite 3, Parkside, South Australia 5063.
Paul B. Ingram currently owns and operates a small private company. John L.
Naylor is currently employed as a geologist/consultant. Neither Paul B. Ingram
nor John L. Naylor has been convicted in a criminal proceeding or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Mr. Ingram is a citizen of the United States. Mr. Naylor is a citizen of
Australia.
Item 3. Source and Amount of Funds or Other Consideration.
The securities which are the subject of this Schedule 13D were acquired by
Messrs. Paul B. Ingram and John L. Naylor as follows:
On September 10, 1996, Messrs. Ingram and Naylor each acquired 700,000
shares of the Issuer's common stock pursuant to a Stock Purchase Agreement, by
and among Craig Carpenter as seller, Messrs.
Ingram and Naylor as buyers and the Issuer.
On October 16, 1996, Messrs. Ingram and Naylor each acquired 3,000,000
shares of the Issuer's common stock pursuant to a Stock Purchase and Sale
Agreement among the Issuer, Messrs. Ingram and Mr. Naylor and IAN Holdings,
Inc., a Cayman Islands corporation ("IAN Holdings") (the "Agreement"). IAN
Holdings is the owner of all of the outstanding shares of Hemley Exploration
Pty. Ltd., an Australian corporation ("Hemley"). Hemley is the beneficiary of
certain petroleum exploration licenses, Petroleum Exploration Licenses Nos. 61
and 63 (the "PELs"), issued by the Australia Ministry for Mines and Energy,
subject to a 3% overriding royalty obligation to Messrs. Ingram and Naylor. The
Issuer's Board of Directors approved all aspects of the transaction and
specifically determined that the consideration given in exchange for the IAN
Holdings stock fairly and adequately reflected the value received.
On October 22, 1999, the Issuer and Brandmakers, Inc., a closely-held
Georgia corporation ("Brandmakers"), consummated an Asset Purchase Agreement
(the "Purchase Agreement"), pursuant to which Brandmakers sold, and the Issuer
purchased, substantially all of Brandmakers' assets. In connection with the
Purchase Agreement and sale of Brandmakers' assets, the Issuer agreed to issue
89,000,000 shares of the Issuer's common stock to Brandmakers. The Purchase
Agreement had the affect, among other things, of decreasing the percentage of
the Issuer's common stock held by Messrs. Ingram and Naylor to below five
percent.
On October 23, 1999, Messrs. Ingram and Naylor each sold 3,200,000 shares
of the Issuer's common stock to third parties in private transactions.
On November 2, 1999, Messrs. Ingram and Naylor each acquired 2,300,000
shares of the Issuer's common stock pursuant to an Executive Stock Plan, dated
November 2, 1999, among the Issuer, Mr. Ingram and Mr. Naylor (the "Plan"). The
issuer issued stock to Messrs. Ingram and Naylor under the Plan in compensation
for services rendered by Messrs. Ingram and Naylor to the Issuer. The Issuer's
Board of Directors acknowledged and confirmed the existence and nature of the
conflicting interests of Messrs. Naylor and Ingram with respect to the Plan had
been fully disclosed, and determined that the consideration received for the
shares was adequate. The shares received by Ingram and Naylor were
simultaneously registered with the Securities and Exchange Commission on a Form
S-8 registration statement.
On November 3, 1999, Messrs. Ingram and Naylor each sold 2,300,000 shares
of the Issuer's common stock to third parties in private transactions.
Item 4. Purpose of Transaction.
As referenced in Item 3, the reporting persons have acquired 2,300,000
shares of the Issuer's common stock as of November 2, 1999 in consideration for
the services that the reporting persons have rendered to the Issuer. The
reporting persons subsequently each sold 2,300,000 shares of the Issuer's common
stock to third parties in private transactions.
The reporting persons have no present intention to seek any extraordinary
transactions like a merger or sale of the assets of the Issuer nor to change the
Issuer's board of directors, management or organizational documents or its
business or corporate structure.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Securities Beneficially Owned by Each Reporting Person.
Paul B. Ingram: 500,000 shares of common stock; 0.48% of total
outstanding common stock.
John L. Naylor: 500,000 shares of common stock; 0.48% of total
outstanding common stock.
(b) Number of Shares to Which There is Sole Voting or Sole Disposition
Power.
Power for Each Reporting Person Named in Paragraph (a). Each reporting
person named in paragraph (a) holds sole power to vote or direct the vote, and
sole power to dispose or to direct the disposition of, all shares beneficially
owned by each of them.
(c) Transactions in the Reported Securities Involving the Reporting
Persons Effected During the Past Sixty Days or Since the Most Recent Schedule
13D.
As referenced in Item 3, on October 23, 1999, Messrs. Ingram and Naylor
each sold 3,200,000 shares of the Issuer's common stock to third parties in
private transactions. On November 2, 1999, Messrs. Ingram nad Naylor each
acquired 2,300,000 shares of the Issuer's common stock pursuant to the Plan. On
November 3, 1999, Messrs. Ingram and Naylor each sold 2,300,000 shares of the
Issuer's common stock to third parties in private transactions.
(d) Other Persons Known to Have Rights in Such Securities.
None; not applicable.
(e) Date on Which Reporting Persons Ceased as Beneficial Owners of More
than Five Percent of the Common Stock of the Issuer.
On October 23, 1999, as a result of the sale of 3,200,000 shares of the
Issuer's common stock by each of Messrs. Ingram and Naylor to third parties in
private transactions, Messrs. Ingram and Naylor ceased as beneficial owners of
more than five percent (5%) of the Issuer's common stock. The subsequent
issuance of 2,300,000 shares of the Issuer's common stock to each of Messrs.
Ingram and Naylor did not result in such persons being beneficial owners of more
the five percent (5%) of the Issuer's common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None; not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.Schedule 13D, Amendment No. 1, filed with the Securities and
Exchange Commission on November 5, 1996.
Exhibit 2.Executive Stock Plan, dated November 2, 1999, by and between
Mason Oil Company, Inc. Paul B. Ingram and John L. Naylor.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
December 9, 1999
/s/ Paul B. Ingram
_________________________
Paul B. Ingram
December 9, 1999
/s/ John L. Naylor
_________________________
John L. Naylor
<PAGE>
Exhibit 1
Schedule 13D, Amendment No. 1, filed with the Securities and Exchange
Commission on October 21, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
MaSON OIL COMPANY, Inc.
(Name of Issuer)
COMMON Stock, par value $.001 per share
(Title of Class of Securities)
575315205
(CUSIP Number)
P. Christian Anderson
Snell & Wilmer, L.L.P.
Broadway Centre
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCtOBER 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 570538108 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRANDMAKERS, INC.
F.E.I.N.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |-|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 89,000,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
89,000,000
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.2 %
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the Common Stock, $.001 par value per share, of Mason Oil Company,
Inc., a Utah corporation (the "Issuer"). The Issuer's principal executive office
is located at 1324 Capital Circle, N.W., Unit C., Lawrenceville, Georgia 30043.
Item 2. Identity and Background.
This Schedule 13D is filed by Brandmakers, Inc., a Georgia corporation
("Brandmakers"). Brandmakers' business address is 1324 Capital Circle, N.W.,
Unit C., Lawrenceville, Georgia 30043. Brandmakers is a diversified company
engaged in telecommunications, internet technology, software and advertising.
During the last five years, Brandmakers has not been convicted in a criminal
proceeding or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws. Brandmakers is incorporated in the state of
Georgia in the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement relates to an Asset Purchase Agreement between the Issuer
and Brandmakers, effective as of October 22, 1999 (the "Purchase Agreement").
The 89,000,000 shares of the Issuer's Common Stock were issued in consideration
for substantially all of the assets of Brandmakers. No portion of the funds are
or have been borrowed.
Item 4. Purpose of Transaction.
The purpose of the issuance of 89,000,000 shares of the Issuer under the
Purchase Agreement is to provide consideration for the Issuer's purchase of
substantially all of the assets of Brandmakers.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Securities Beneficially Owned by Each Reporting Person.
Brandmakers owns 89,000,000 shares of common stock, 85.2% of the total
outstanding common stock of the Issuer.
(b) Number of Shares to Which There is Sole Voting or Sole Disposition
Power.
Brandmakers holds sole power to vote or direct the vote, and sole power to
dispose or to direct the disposition of, all shares beneficially owned by
Brandmakers.
(c) Transactions in the Reported Securities Involving the Reporting
Persons Effected During the Past Sixty Days or Since the Most Recent Schedule
13D.
As referenced above, the Purchase Agreement, effective as of October 22,
1999, was entered among the Issuer and Brandmakers and pursuant the Purchase
Agreement, 89,000,000 shares of the Issuers Common Stock were issued in
consideration for substantially all of the assets of Brandmakers.
(d) Other Persons Known to Have Rights in Such Securities.
None; not applicable.
(e) Date on Which Reporting Persons Ceased as Beneficial Owners of More
than Five Percent of the Common Stock of the Issuer.
None; not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None; not applicable.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
BRANDMAKERS, INC.
November 2, 1999 By: /s/Bob Palmquist
Its: President
<PAGE>
Exhibit B
Executive Stock Plan
MASON OIL COMPANY, INC.
EXECUTIVE STOCK Plan
THIS EXECUTIVE STOCK PLAN (the "Agreement") is made as of October 21,
1999, between Mason Oil Company, Inc., a Utah corporation (the "Company"), Paul
B. Ingram and John L. Naylor (each, an "Executive"). The effective date of this
Agreement (the "Effective Date") is the date the Form S-8 Registration Statement
becomes effective under the Securities Act of 1933, as amended (the "Act").
R E C I T A L S
A. Executives have provided services to the Company and the Company desires
to compensate Executives for such services.
B. Executives and the Company desire to enter into an agreement pursuant
to which the Company shall grant and issue Executives a total of 4,600,000
shares of the Company's common stock, $0.001 par value per share (the "Shares").
C. The consideration for the grant and issuance of the Shares to Executives
shall consist of the above-recited services of Executives to the Company and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and the grant of the Shares to Executives shall be in full
satisfaction of the Company's obligations to compensate Executives for services
rendered to the Company.
D. The Company and Executives intend that this Agreement shall be a
"written compensation agreement" as defined in Rule 405 of the Act, pursuant to
which the Company may issue "freely tradeable" shares of its common stock as
payment for services rendered pursuant to a Form S-8 Registration Statement to
be filed with the Securities and Exchange Commission (the "Commission")
E. In connection with this Agreement, the Company shall prepare, in
connection with assistance from its legal counsel, a Form S-8 Registration
Statement to be filed with the Commission to so register the Shares under the
Act.
NOW THEREFORE, the Company and Executives hereby agree as follows:
A G R E E M E N T
1. Issuance of Shares.
(a) On the Effective Date, the Company shall issue Shares to the Executives
in the following amounts:
(b) Paul B. Ingram: 2,300,000 Shares.
(c) John L. Naylor: 2,300,000 Shares.
(d) The Shares shall be issued to Executives in full satisfaction of
the Company's obligations to compensate Executives for Executives' services
rendered to the Company and the Company shall have no further obligation to
compensation Executives for such services.
2. Representations and Warranties of Executive.
In connection with the grant and issuance of the Shares hereunder,
each Executive represents and warrants to the Company as of the date hereof and
as of the Effective Date that:
(a) The Shares to be acquired by Executive pursuant to this Agreement
shall be acquired for Executive's own account and not with a view to, or
intention of, distribution thereof in violation of the Act, or any applicable
state securities laws, and the Shares shall not be disposed of in contravention
of the Act or any applicable state securities laws.
(b) Executive is an executive officer of the Company, is sophisticated
in financial matters and is able to evaluate the risks and benefits of the
investment in the Shares.
(c) Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the issuance of the Shares and
has had full access to such other information concerning the Company as he has
requested.
(d) Executive understands the personal income consequences of the
grant and issuance of the Shares hereunder will be borne by Executive, and
Executive has or has had the opportunity to consult with tax and/or legal
counsel with respect to such tax consequences.
3. Representations and Warranties of the Company.
In connection with the grant and issuance of the Shares hereunder,
the Company represents and warrants to each Executive as of the date hereof and
as of the Effective Date that:
(a) The Company is duly incorporated and validly existing, in good
standing under the laws of the state of Utah and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
(b) The Shares are duly authorized, validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.
(c) Upon execution and delivery this Agreement constitutes the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.
(d) The Company shall fully comply with any and all federal and state
securities laws, rules and regulations governing the grant and issuance of the
Shares.
(e) The Company is required to file reports with the Commission
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the Company has and will file with the Commission all
reports required to be filed by it, and such reports are or will be true and
correct in every material respect.
4. Covenant of the Company Regarding Form S-8. The Company will use its
commercially reasonable best efforts to promptly register, or to cause to be
promptly registered, the Shares on a Form S-8 to be filed with the Commission.
5. Covenant of Each Executive Regarding Commission Laws. Each Executive
will transfer the Shares only in compliance with Commission laws.
6. Indemnification by the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Executive against any losses,
claims, damages, liabilities, or expenses, including without limitation
attorneys' fees and disbursements, to which each Executive may become subject
under the Act to the extent that such losses, claims, damages or liabilities
arise out of or are based upon any violation by the Company of the Act, or any
rule or regulation promulgated thereunder applicable to the Company, or arise
out of or are based upon any untrue or alleged untrue statement of any material
fact contained in the Form S-8, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or arise out
of any violation by the Company of any rule or regulation promulgated under the
Act applicable to the Company and relating to action or inaction of the Company
in connection with such Form S-8; provided, however, that the indemnity
agreement contained in this Section shall not apply to any loss, damage or
liability to the extent that the same arises out of or is based upon an untrue
statement or omission made in reliance upon and in conformity with information
furnished by each Executive in writing for use in connection with such Form S-8.
7. Notices. Any notice provided for in this Agreement must be in writing
and must be either personally delivered, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated:
To the Company:
Mason Oil Company, Inc.
Post Office Box 1566
Sarasota, Florida 34230
With copies to:
P. Christian Anderson
Snell & Wilmer, L.L.P.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
To Executives:
Paul B. Ingram
3620 North Walker Street
Flagstaff, Arizona 86004
John L. Naylor
c/o Paul B. Ingram
3620 North Walker Street
Flagstaff, Arizona 86004
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
8. General Provisions.
(a) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(b) Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(c) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(d) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by each
Executive, the Company and their respective successors and assigns (including
subsequent holders of Shares); provided that the rights and obligations of each
Executive under this Agreement shall not be assignable except in connection with
a permitted transfer of Shares hereunder.
(e) Choice of Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the exhibits hereto shall
be governed by the internal law, and not the law of conflicts, of the State of
Utah.
(f) Remedies. Each of the parties to this Agreement shall be entitled
to enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
(g) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company.
(h) Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as maybe reasonably requested by the other party to carry out the
intent and purposes of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
MASON OIL COMPANY, INC.
/s/ Paul B. Ingram
By: Paul B. Ingram
Its: President
EXECUTIVES
/s/ Paul B. Ingram
Paul B. Ingram
/s/ John L. Naylor
John L. Naylor
