OASIS OIL CORP, 10KSB, 1997-04-11

OASIS OIL CORP
10KSB, 1997-04-11
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For Year ended December 31, 1996

[X] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from____ to____

Commission File Number 0-5833

OASIS OIL CORPORATION
(Name of Small Business Issuer in its charter)

Issuer's Former Name: VIDA Medical Systems, Inc.

Nevada 94-1713830
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1800 St. James Place, Suite 101. Houston. Texas 77056
(Address of principal executive offices)

Issuer's telephone number: (713) 627-8875

Securities registered under Section 12 (g) of the Act:

Title of each class Name of each exchange
on which registered
Common Stock, $0.05 Par Value None

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes[X] No[ ]
<PAGE>
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $14,397,429

State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. Unknown. The issuer's voting stock has not been actively
traded since 1975. There is presently no known value for the issuer's voting
stock.

Documents Incorporated By Reference: None

Transitional Small Business Disclosure Format (check one):

Yes [X] No [ ]

-2-
<PAGE>
INDEX TO FORM 10-KSB
of
OASIS OIL CORPORATION

PART I
Item 1. Description of Business 4-6
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6

PART II
Item 5. Market for Common Equity and Related Stockholder 7
Matters
Item 6. Management's Discussion and Analysis or Plan of 7-9
Operation
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements with Accountants on 10
Accounting and Financial Disclosure

PART III
Item 9. Directors, Executive Officers, Promoters and 10-12
Control Persons; Compliance With Section
16(a) of the Exchange Act
Item 10. Executive Compensation 12-13
Item 11. Security Ownership of Certain Beneficial Owners 13-15
and Management
Item 12. Certain Relationships and Related Transactions 15
Item 13. Exhibits and Reports on Form 8-K 15-16

-3-
<PAGE>
PART 1

Item 1. Description of Business

Business

Oasis Oil Corporation (the "Company"), formerly Vida Medical Systems,
Inc., is a Nevada corporation organized in 1955. The Company is principally
engaged in the service of gathering, transportation and marketing of domestic
crude oil. As a first purchaser of crude oil, the Company offers a complete
division order and royalty disbursement service to its producer accounts.

Reverse Merger

Pursuant to a share exchange effective October 1, 1996, the Company
issued 4,800,000 common shares in exchange for all of the issued and outstanding
shares of Oasis Transportation and Marketing Corporation (OTMC), formerly Acacia
Crude Corporation, which was incorporated in the State of Nevada on September
10, 1992 The remaining 1,200,000 common shares out of a total of 6,000,000
common shares were retained by the former shareholders of Vida Medical Systems,
Inc. This share exchange resulted in the former stockholders of OTMC acquiring
80% of the Company. Accordingly, the exchange of shares has been treated for
accounting purposes as a purchase of the Company by OTMC, referred to as a
"reverse merger." The Company operates by and through the activities of its
wholly-owned subsidiary, OTMC.

Crude Oil Marketing

OTMC purchases crude oil at the wellhead and provides transportation to
refiners and other customers. Crude oil acquired at the well head is transported
by truck, with activity primarily concentrated on properties located in South
Texas. Crude oil purchases at the wellhead approximate 2000 barrels per day. As
part of its crude oil marketing business, OTMC currently operates 15
tractor-trailer rigs and maintains 12 pipeline injection stations, all within
the state of Texas.

Crude oil is generally purchased at field posted prices that fluctuate
with market conditions. The crude oil is transported and either sold outright at
the field level or OTMC enters into buy-sell arrangements (trades) in order to
minimize transportation or to maximize the sales prices. Except in certain
limited situations where back-to-back fixed price trades are in place, the
contract price is also pegged to a posted price that fluctuates with market
conditions, thus reducing OTMC's loss exposure from sudden changes in crude oil
prices. A key element of OTMC's profitability is the differential between market
prices at the field level and at the various trade points. Such price
differentials will vary with local supply and demand conditions and unforeseen
fluctuations in price differentials can impact OTMC's financial results in
either a favorable or a unfavorable manner. While OTMC's policies are designed
to minimize market risk, some degree of exposure to unforeseen fluctuations in
market conditions remains.

-4-
<PAGE>
Tractor-Trailer Transportation

OTMC transports crude oil on a contractual basis in South Texas.
Transportation service is provided under short term contracts.

OTMC presently operates 15 tractors and 16 tank trailers and also
operates truck terminals in Pleasanton, Alice, and Luling, Texas. OTMC's primary
terminal facility is in Pleasanton. It is situated on 5 acres and includes
maintenance facilities, storage facilities and an office building.

Competition

In all phases of its operations, OTMC encounters strong competition
from a number of companies, including some very large companies. Many of these
larger competitors possess and employ financial and personnel resources
substantially in excess of those which are available to OTMC. OTMC faces
competition principally in pricing and in the quality of service. OTMC competes
with integrated oil companies which in some cases own or control a majority of
their own refining and marketing facilities. These major oil companies may offer
their products to others on more favorable terms than those available to OTMC.
OTMC is a minor competitor in all the businesses in which it has operations.

From time to time in recent years, there has been an oversupply of
crude oil in the marketplace. This in turn has led to a reduced level of prices
for crude oil, and, as a result, there is a high degree of uncertainty regarding
the future market price for crude oil. Historically, however, demand for crude
oil has been in balance with readily available supplies, and OTMC believes the
long-term prospects for the oil industry continue to be good.

Employees

At December 31, 1996, the Company and OTMC employed 16 persons, 10 of
whom were employed in the marketing and transportation operations of crude oil
and petroleum products, and 6 of whom were employed in administrative
capacities. There are no employees represented by any union organization.
Management believes its employee relations are satisfactory.

Environmental Compliance and Regulation

OTMC's tractor-trailer operations are conducted pursuant to authority
of the United States Department of Transportation and various State regulatory
authorities. OTMC's transportation operations must also be conducted in
accordance with various laws relating to pollution and environmental control.

OTMC is subject to numerous federal, state and local environmental laws
and regulations including those described above, as well as associated
permitting and licensing requirements. OTMC regards compliance with applicable
environmental regulations as a

-5-
<PAGE>
critical component of its overall operation, and devotes significant attention
to providing quality service and products to its customers, protecting the
health and safety of its employees, and protecting OTMC's facilities from
damage. Management believes OTMC has obtained or applied for all permits and
approvals required under existing environmental laws and regulations to operate
its current business. While OTMC has, where appropriate, implemented operating
procedures and each of its facilities is designed to assure compliance with
environmental laws and regulations, given the nature of its business, OTMC
remains subject to environmental risks.

Item 2. Description of Property

The Company maintains its executive offices at 1800 St. James Place,
Suite 101, Houston, Texas 77056, where it leases approximately 5,100 square feet
of office space pursuant to a three year lease at a monthly rental of $4,561.

OTMC maintains its primary terminal facility at 780 S. Highway 281,
Pleasanton, Texas 78064, where it leases 5 acres which include a small frame
office building and a metal truck maintenance building large enough to garage
and repair four tractor-trailer rigs at one time. This facility is leased
pursuant to a one year lease for $800 per month and includes an option to renew
the lease for an additional two years.

OTMC rents a small office warehouse located at 1215 N. Highway 183,
Luling, Texas 78648, pursuant to a month-to-month rental at $325 per month.

Item 3. Legal Proceedings

Subsequent to year-end, OTMC was notified by a major customer that OTMC
had delivered approximately 300 barrels of improper product into the purchaser's
pipeline. The customer has asserted that the product may have damaged it. OTMC
is covered by a general liability insurance policy which provides for defense
and indemnity for damages arising from negligence up to the aggregate amount of
$2,000,000, subject to a deductible of $5,000. OTMC has notified the insurance
company of the event described above and representatives of the insurance
company have taken charge of the investigation. As a result of the insurance
coverage, management does not anticipate that this event will result in a
material loss to the Company.

It is the belief of management that the general liability policy of
OTMC is adequate. OTMC has stringent policies with regard to product quality
control and operating procedures. When a problem does occur, OTMC attempts to
discover, isolate, and correct it quickly thus to minimize any adverse effects.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were placed before the stockholders of the Company for
consideration.

-6-
<PAGE>
PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Company's common stock is not currently traded on any public
trading market.

Dividends

The Company has not paid and does not anticipate paying any dividends
on its Common Stock in the foreseeable future, but instead intends to retain all
working capital and earnings, if any, for use in the Company's business
operations, payment of dividends on preferred stock, and in the expansion of its
business.

Preferred Stock

During the year ended December 31, 1996, the Company authorized
1,000,000 shares of Series A Preferred Stock with a $1 par value. Effective
November 1, 1996, the Company issued 40,494 shares of Series A Preferred Stock.
The Series A Preferred Stock pays a dividend at 8% per year.

Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations

General

In March 1995, the Company began operations as a crude oil gatherer,
transporter, and marketer. The Company began to work with a major oil company in
Oklahoma to provide a crude oil product to a third party. With a good profit
margin built into the agreement it was considered by management to be an
attractive venture. The Company used its existing working capital to set up
operations in Oklahoma. This included establishing a truck terminal, outfitting
the field office, entering into a lease agreement, hiring and moving personnel,
and purchasing additional tractor-trailer rigs. Within thirty days after the
onset of full operations it was determined that the product being delivered by
the major oil company was of no use to the customer which resulted in the
operations coming to an immediate halt. The Company then redirected its focus to
Texas. By the end of August 1995, the Company had reestablished its operations
in South Texas but was still suffering from intense competition. With only one
sales point in South Texas and the lack of name recognition in the marketplace
it was difficult to expand the operations. Effective February 1, 1996 the
Company purchased Oasis Oil Ltd., Co., (the "Acquisition") which is a company
that had been in business since 1976, had name recognition along with a good
reputation and was based in South Texas.

The Company reviewed the crude oil purchase contracts and trucking
agreements of the Acquisition and determined that several contracts representing
approximately $800,000 in sales each month were not profitable and in some cases
were losing money. The Company decided not to renew the contracts when they
later came up for renewal.

-7-
<PAGE>
Although the sales volume decreased by approximately 35% the Company
was actually recording more net income because they were eliminating
unprofitable contracts. In addition, by eliminating the unprofitable contracts
the Company reduced its expenses such as driver payroll, travel expenses,
tractor-trailer repairs, and fuel.

Results of Operations

For the year ended December 31, 1996, the Company had net income of
$50,841 compared to a net loss of ($352,491) in 1995. Sales increased
$13,017,299 or 943% in 1996 compared to $1,380,130 in 1995. Gross margin as a
percentage of sales was 5% in 1996 compared to (5%) in 1995. Selling, general
and administrative expenses increased $255,664 or 95% in 1996 which represents
5% of sales. The selling, general and administrative expenses as a percentage of
sales was 20% in 1995. Interest expense increased $67,323 or 373% in 1996, due
primarily because of new debt financing which was obtained in the latter part of
1995.

The results of operations were influences almost exclusively by two
factors 1) the increase in profitable purchase contracts resulting from the
Acquisition and 2) the cost cutting measures implemented in 1996.

The profitable purchase contracts obtained during the Acquisition
increased the Company's sales volume by approximately 600% or $12,000,000 during
1996. The increases in crude oil volume enabled the company to utilize all of
its tractor-trailer rigs for the first time since the Company began operations.

The Company implemented cost reduction policies and procedures such as,
consolidating field operations, moving all administrative and accounting
responsibilities to Houston, Texas, and utilizing AdminiStaff which, all
combined, reduced overhead by approximately $380,000.

Liquidity and Capital Resources

Cash provided from operations in 1996 amounted to $1,593,287 compared
to cash used in operations of ($389,868) in 1995. Cash used to purchase Oasis
Oil Ltd., Co. and other fixed assets totaled $2,023,951 and $117,042,
respectively.

The Company's sales and purchase contracts are all based upon the
posted price of crude oil which reduces the effect of normal price fluctuations
because it is considered a widely traded commodity. The Company transports and
markets approximately 60,000 barrels of crude oil per month. Most of the
Company's expenses are fixed except for crude oil purchases and field expenses
(drivers payroll and fuel). These variable expenses are directly related to the
number of barrels transported.

-8-
<PAGE>
plus 1.25% (9.5% at December 31, 1996). The line of credit is collateralized by
substantially all the Company's assets. Borrowings under this agreement at
December 31, 1996 were $450,000.

In August 1996, the Company completed a private placement consisting of
1,496,780 shares of common stock for $260,169. The proceeds were used primarily
to provide working capital.

The Company anticipates that its future operating needs will be
satisfied from the operations which are expected to generate positive cash flows
and from time to time the Company may seek to borrow funds for actual or
anticipated funding needs.

New Accounting Pronouncements

On March 3, 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards no. 128, Earnings Per Share
(SFAS) 128. This pronouncement provides a different method of calculating
earnings per share than is currently used in accordance with APB 15, Earnings
Per Share. SFAS 128 provides for calculation of "Basic" and "Diluted" earnings
per share. Basic earnings per share includes no dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted earnings per share. The Company will adopt SFAS
128 in 1997 and its implementation is not expected to have a material effect on
the consolidated financial statements.

Plan of Operation

The main objective of the Company is to market as many barrels of crude
oil as possible and to increase sales through acquisitions. The Company has
increased significantly the number of barrels which it markets since the
acquisition of Oasis Oil Ltd., Co. and the Company continues to seek new sources
of oil to transport. The Company is currently looking into several acquisitions
to increase their marketing capabilities and to compliment their existing
operations.

To finance these acquisitions, the Company is evaluating various
financing alternatives and is negotiating with several potential sources of
financing. Until such acquisitions are made, management believes that its
present sources of working capital from the line of credit and cash provided by
operations are adequate.

-9-
<PAGE>
Item 7. Financial Statements

The financial statements filed as part of this report include:

Page
Report of Independent Certified Public Accountants F-2

Consolidated Balance Sheet as of December 31, 1996 F-3

Consolidated Statements of Operations for the Years F-4
Ended December 31, 1996 and 1995

Consolidated Statements of Shareholders' Equity F-5
for the Years Ended December 31, 1996 and 1995

Consolidated Statements of Cash Flows for the F-6
Years Ended December 31, 1996 and 1995

Notes to Consolidated Financial Statements F-7 to F-12

INDEX TO FINANCIAL STATEMENTS

OASIS OIL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Certified Public Accountants..................F-2

Consolidated Financial Statements:
Balance Sheet as of December 31, 1996 .....................F-3
Statements of Operations for the Years Ended
December 31, 1996 and 1995 ..............................F-4
Statements of Stockholders' Equity for the Years
Ended December 31, 1996 and 1995 ........................F-5
Statements of Cash Flows for the Years Ended
December 31, 1996 and 1995 ..............................F-6
Notes to Financial Statements..............................F-7 - F-12

F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Oasis Oil Corporation

We have audited the consolidated balance sheet of Oasis Oil Corporation as of
December 31, 1996, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Oasis Oil
Corporation as of December 31, 1996, and the results of its operations and its
cash flows for the years ended December 31, 1996 and 1995 in conformity with
generally accepted accounting principles.

/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP

Houston, Texas
March 14, 1997

F-2
<PAGE>
OASIS OIL CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996

ASSETS (Note 5)
Current Assets:
Cash ................................................... $ 134,045
Accounts receivable - trade (Note 11)................... 1,522,364
Inventories ............................................ 32,806
Prepaid expenses ....................................... 58,939
------------

Total Current Assets................................. 1,748,154

Property, equipment and leasehold improvements,
net (Notes 4 and 6)..................................... 575,574
Goodwill, less accumulated amortization of $13,388.......... 205,696
------------
$ 2,529,424
============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable (Note 5).................................. $ 450,000
Accounts payable ....................................... 1,531,086
Accrued expenses ....................................... 13,127
Current maturities of long-term debt (Note 6)........... 21,164
------------

Total Current Liabilities............................ 2,015,377

Long-term debt, less current maturities (Note 6)............ 25,588
------------

Total Liabilities.................................... 2,040,965
------------
Commitments and Contingency (Notes 9 and 10)

Stockholders' Equity:
Preferred stock, $1 par value, 1,000,000
shares authorized; (Note 7) ............................ 404,940
Common stock, $.05 par value, 50,000,000
shares authorized....................................... 300,000
Additional paid-in capital.............................. 85,169
Deficit................................................. (301,650)
-------------
Total Stockholders' Equity........................... 488,459
------------
$ 2,529,424
============

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

1996 1995
------------ ------------

Sales (Note 11)............................. $ 14,397,429 $ 1,380,130

Cost of sales............................... 13,743,241 1,444,579
------------ ------------
Gross margin......................... 654,188 (64,449)
------------ -------------
Operating expenses
Selling ............................... 75,903 20,946
General and administrative ............. 449,708 249,001
------------ ------------
Total operating expenses............. 525,611 269,947
------------ ------------
Net operating income (loss).......... 128,577 (334,396)
------------ -------------
Other income (expense)
Interest income......................... 4,438 9
Interest expense ....................... (85,355) (18,032)
Loss on sale of fixed assets............ (11,500) (348)
Other................................... 14,681 276
------------ ------------
Total other expense, net............. (77,736) (18,095)
------------- -------------
NET INCOME (LOSS)........................... $ 50,841 $ (352,491)
============ =============
NET INCOME (LOSS) PER SHARE................. $ .01 $ (.11)
============ =============
Average number of common shares
outstanding............................. 4,225,715 3,303,220
============ =============

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, at January 1, 1995............ - $ - 3,303,220 $ 125,000 $ - $ - $ 125,000

Net loss .............................. - - - - - (352,491) (352,491)
------ ------ ---------- ---------- ----------- ---------- -----------

Balance, at December 31, 1995.......... - - 3,303,220 125,000 - (352,491) (227,491)

Stock issued in a private placement.... - - 1,496,780 260,169 - - 260,169

Issued 1,200,000 shares in
connection with reverse merger....... - - 1,200,000 (85,169) 85,169 - -

Conversion of debt into preferred
stock................................40,494 404,940 - - - - 404,940

Net income............................. - - - - - 50,841 50,841
------ ------ ---------- ---------- ----------- ----------- -----------

Balance, at December 31, 1996..........40,494 $404,940 6,000,000 $ 300,000 $ 85,169 $ (301,650) $ 488,459
====== ======== ========== ========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.

F-5
<PAGE>
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
1996 1995
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................................ $ 50,841 $ (352,491)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization.......................................... 95,648 13,287
Changes in assets and liabilities:
Accounts receivable............................................... (53,512) (144,376)
Inventories....................................................... (1,157) (8,995)
Prepaid expenses.................................................. 121,277 (104,644)
Other assets...................................................... 13,388 -
Accounts payable and accrued expenses............................. 1,366,802 207,351
------------ ------------
Net cash provided by (used in) operating activities............ 1,593,287 (389,868)
------------- ----------------
Cash flows from investing activities:
Purchases of fixed assets.................................................... (117,042) (185,302)
Purchase of Oasis Oil Ltd. Co................................................ (2,023,951) -
------------- ------------
Net cash used in investing activities.......................... (2,140,993) (185,302)
------------- -------------
Cash flows from financing activities:
Net borrowings on line of credit............................................. 381,146 68,854
Proceeds from issuance of common stock....................................... 260,169 125,000
Proceeds from issuance of subordinated debt.................................. - 375,000
Issuance of long-term debt................................................... 56,178 8,498
Payments of long-term debt................................................... (17,924) -
------------ ------------
Net cash provided by financing activities...................... 679,569 577,352
------------ ------------
Net increase in cash........................................................... 131,863 2,182
Cash, beginning of year........................................................ 2,182 -
------------ ------------
Cash, end of year.............................................................. $ 134,045 $ 2,182
============ ============
</TABLE>
F-6
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

BUSINESS

Oasis Oil Corporation (the "Company"), formerly Vida Medical Systems,
Inc. is a Nevada corporation organized in 1955. The Company is principally
engaged in the service of gathering, transportation and marketing of domestic
crude oil. As a first purchaser of crude oil, the Company offers a complete
division order and royalty disbursement service to its producer accounts.

REVERSE MERGER

Pursuant to a share exchange offer effective October 1, 1996, the
Company issued 4,800,000 common shares in exchange for all of the issued and
outstanding shares of Oasis Transportation and Marketing Corporation (OTMC),
formerly Acacia Crude Corporation. The remaining 1,200,000 common shares out of
a total of 6,000,000 common shares were retained by the former owners of Vida
Medical Systems, Inc. OTMC was incorporated in the state of Nevada on September
10, 1992. This transaction resulted in the former stockholders of OTMC acquiring
80% of the Company. Accordingly, the exchange of shares has been treated for
accounting purposes as a purchase of the Company by OTMC, referred to as a
"reverse merger." Application of reverse merger accounting results in the
following:

1. The consolidated financial statements of the combined entity
are issued under the name of the legal parent, Oasis Oil
Corporation, but the entity is considered a continuation of
the legal subsidiary, OTMC.

2. As OTMC is deemed to be the acquirer for accounting purposes,
its assets and liabilities are included in the consolidated
financial statements of the continuing entity at their
carrying values.

3. Figures presented for periods prior to October 1, 1996, are
those of OTMC, the legal subsidiary. All shares for periods
prior to October 1, 1996, have been retroactively adjusted as
if as stock split had occurred.

4. Costs related to the transaction with the Company were
written-off into operations during the year.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary. All significant intercompany accounts
and transactions have been eliminated.

INVENTORIES

Inventories consist of crude oil and are valued at the current market
price. Market price is determined based on an average monthly quoted price
established by oil and gas traders who take into consideration such factors as
the supply and demand of oil and gas. Actual cost is not materially different
from market.

F-7
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements are stated at cost.
Depreciation and amortization on equipment is provided using the straight-line
method over the estimated useful lives of the assets ranging from 3 to 15 years.
For income tax purposes, depreciation is calculated using accelerated methods.

REVENUE RECOGNITION

Sales are recorded in the periods that crude oil is delivered.

GOODWILL

Goodwill is amortized on the straight-line method over fifteen years.
On a periodic basis, the Company estimates the future undiscounted cash flows of
the business to which goodwill relates in order to ensure that the carrying
value of goodwill has not been impaired.

EARNINGS (LOSS) PER SHARE

Earnings (loss) per common share amounts were computed by dividing
earnings (loss) after deduction of preferred stock dividends by the average
number of common shares outstanding. There were no common stock equivalents for
the years ended December 31, 1996 and 1995. The average number of common shares
outstanding for the years ended December 31, 1996 and 1995 was computed based
upon: 1) OTMC's original ownership (after stock splits) up to the date of the
reverse merger; and 2) the Company's outstanding common shares from the date of
the reverse merger.

MANAGEMENT'S ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

The Company extends credit to its customers primarily in the oil and
gas industry in Texas.

NEW ACCOUNTING PRONOUNCEMENTS

On March 3, 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards no. 128, EARNINGS PER SHARE
(SFAS 128). This pronouncement provides a different method of calculating
earnings per share than is currently used in accordance with APB 15, EARNINGS
PER SHARE. SFAS 128 provides for calculation of "Basic" and "Diluted" earnings
per share. Basic earnings per share includes no dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted earnings per share. The Company will adopt SFAS
128 in 1997 and its implementation is not expected to have a material effect on
the consolidated financial statements.

F-8
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - ACQUISITION

Effective February 1, 1996, Oasis purchased all the assets and assumed
all the liabilities of Oasis Oil Ltd. Co. for a total purchase price of
$2,576,088 consisting of $900,000 in cash and $1,676,088 in assumed liabilities.
The purchase price was allocated to the assets acquired and liabilities assumed
based on their estimated fair values. The excess of the purchase price over the
net assets acquired was $219,084 and is classified as goodwill (see Note 13).
The results of operations for Oasis Oil Ltd. Co. are included with those of the
Company for the period subsequent to February 1, 1996. The following summarized
pro forma (unaudited) information assumes the acquisition had occurred on
January 1, 1995:

1996 1995
------------ -------------

Net sales.......................... $ 16,031,856 $ 25,778,454
============ =============
Net income (loss).................. $ 39,347 $ (510,827)
============ =============
Earnings (loss) per share.......... $ .01 $ (.15)
============ =============

NOTE 4 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements consisted of the
following at December 31, 1996:
AMOUNT

Transportation equipment........................... $ 334,208
Oil field equipment................................ 205,887
Furniture and fixtures............................. 47,464
Automobiles........................................ 43,061
Shop equipment..................................... 32,634
Computer equipment and software ................... 19,601
Leasehold improvements............................. 1,654
-----------
684,509
Less: Accumulated depreciation and amortization .. (108,935)
------------
$ 575,574
============

NOTE 5 - CREDIT FACILITY

At December 31, 1996, the Company had a revolving line of credit
facility with a foreign bank. The credit agreement provides for a maximum
borrowing base of 70% of eligible receivables and is due on demand. The credit
agreement bears interest at prime plus 1.25% (9.5% at December 31, 1996). The
line of credit is collateralized by substantially all of the Company's assets.
Borrowings under this agreement at December 31, 1996 were $450,000.

F-9
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 1996:

AMOUNT
-----------
Note payable to a leasing company, with imputed
interest of 12.32%, payable in monthly installments
of $1,621 including interest through May 1, 1998,
collateralized by certain transportation equipment....... $ 25,500
Note payable to a financing company, bearing interest
at 8.25%, payable in monthly installments of $519
including interest through June 6, 2001,
collateralized by a certain vehicle...................... 21,252
-----------
46,752
Less current maturities.................................... (21,164)
------------
Total long-term debt....................................... $ 25,588
============

At December 31, 1996, the aggregate principal repayments were as
follows:

Year ending December 31, AMOUNT
-----------
1997...................................... $ 21,164
1998...................................... 12,237
1999...................................... 4,855
2000...................................... 5,488
2001...................................... 3,008
-----------
$ 46,752

NOTE 7 - PREFERRED STOCK

During the year ended December 31, 1996, the Company authorized
1,000,000 shares of Series A Preferred stock with a $1 par value as defined in
the amended agreement. Effective November 1, 1996, the Company issued 40,494
shares of Series A Preferred stock in exchange for all of the Company's
subordinated debt totalling $375,000 and accrued interest totalling $29,940. The
Series A Preferred stock pays dividends at 8% per year.

NOTE 8 - INCOME TAX

Deferred income taxes are determined based on the temporary differences
between the financial statement and income tax basis of assets and liabilities
as measured by the enacted tax rates which will be in effect when these
differences reverse.

Net deferred income tax asset (liability) consisted of the following at
December 31, 1996:

AMOUNT
-----------
Net operating loss carryforwards............... $ 98,000
Fixed asset basis difference................... (8,000)
-----------
Gross deferred tax asset....................... 90,000

Valuation allowance............................ (90,000)
------------
Net deferred tax asset......................... $ -
============

For the year ended December 31, 1996, the income tax benefit differs
from the amount of income tax benefit determined by applying the statutory
income tax rate to pre-tax loss as follows:

F-10
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AMOUNT
------------
Income tax at statutory rate...................... $ 7,710
Utilization of net operating loss carryover....... (7,710)
------------
$ --
============

At December 31, 1996, the Company had a net operating loss carryforward
of approximately $290,000 to offset future years' taxable income through 2010.
The availability of the operating loss to offset future year's taxable income is
subject to restrictions because of changes in ownership of the Company
subsequent to October 1, 1996.

NOTE 9 - COMMITMENTS AND CONTINGENCY

The Company leases office and warehouse space, a terminaling facility
and certain equipment under noncancellable operating leases for periods
extending beyond one year. Future minimum rental payments required under these
leases that have an initial or remaining noncancellable lease term in excess of
one year are as follows:

Year Ended December 31, AMOUNT
-----------
1997....................................... $ 126,009
1998....................................... 53,943
1999....................................... 44,953
-----------
$ 224,905
===========

Rental expense was approximately $180,000 and $10,000 for the years
ended December 31, 1996 and 1995, respectively.

Subsequent to year end the Company was notified by a major customer
that the Company had delivered approximately 300 barrels of improper product
into the customer's pipeline. The customer has asserted that the product may
have damaged its pipeline. The Company is covered by a general liability
insurance policy which provides for defense and indemnity for damages arising
from negligence up to the aggregate amount of $2,000,000, subject to a
deductible of $5,000. The Company has notified the insurance company of the
event described above and representatives of the insurance company have taken
charge of the investigation. As a result of the insurance coverage, management
does not anticipate that this event will result in a material loss to the
Company.

NOTE 10 - STOCK OPTION PLAN

The Company adopted the 1996 Stock Option Plan (the "Plan") as of
November 1, 1996. The Plan allows the board of directors to grant stock options
up to a maximum of 600,000 shares of common stock. The exercise price for each
share purchasable under the Plan shall not be less than 100% of the fair market
value per share on the date the option is granted. There were no options granted
in 1996. The Company does not anticipate adopting the fair value method
encouraged by SFAS No. 123 "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES", and will
continue to account for such transactions in accordance with Accounting
Principles Board No. 25. However, the Company is required to provide additional
disclosures that provide pro forma effects as if the Company had elected to
adopt SFAS No. 123.

F-11
<PAGE>
OASIS OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - MAJOR CUSTOMERS

The Company had sales to two customers that represented 39% and 37% of
total sales in 1996, respectively. At December 31, 1996, accounts receivable
from these customers totalled approximately $749,000 and $723,000, respectively.

The Company had sales to one customer that represented 99% of sales in
1995.

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1996 and 1995, the Company paid
interest of $85,355 and $18,032, respectively.

The Company exchanged $375,000 of debt and $29,940 in accrued interest
for 40,940 shares of Series A Preferred stock during the year ended December 31,
1996 (see Note 7).

The Company purchased all of the assets of Oasis Oil Ltd. Co. for
$2,576,088. In conjunction with the acquisition, the purchase price allocation
is as follows:

Fair value of assets acquired: AMOUNT
-----------
Account receivable........................ $ 1,324,476
Inventory................................. 22,654
Prepaid expenses.......................... 75,572
Fixed assets.............................. 382,165
Goodwill.................................. 219,084
-----------
2,023,951
Cash received............................... 552,137
-----------
$ 2,576,088
===========

F-12
<PAGE>
Item 8. Change In and Disagreement With Accountants on Accounting and Financial
Disclosures

On April 3, 1997, the Company filed with the Commission a
Current Report on Form 8-K dated February 15, 1997, wherein it reported under
Item 4 that the Company has engaged BDO Seidman, LLP as its independent
accountants as of February 15, 1997, no financial statements were included with
the Form 8-K filing. BDO Seidman, LLP has conducted an audit of Oasis Oil
Corporation for the year ending December 1996, which financial statements are
included within.
Prior to the engagement agreement with BDO Seidman, LLP the
Company did not have an agreement with any other auditors.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

The persons who are currently serving as Directors and executive
officers of the Company and the positions they hold with the Company are as
follows:

EXECUTIVE OFFICERS

Name Age Positions held with the Company Since

C. A. Beane 60 President and CEO 1995
Neil Lande 59 Executive Vice President 1996
Susan Penticoff 40 Treasurer and Assistant Secretary 1996
James Hagan 62 Secretary 1996

-10-
<PAGE>
DIRECTORS

Director of Other Directorships of
Age Company Since Publically-Held Companies

C. A. Beane 60 1995 None
Bruce Withers 71 1996 None
Neil Lande 59 1996 Ocean Optique Distributors, Inc.
Robert Monroe 62 1996 None
John Blocker 75 1996 None
Carl Pfeiffer 67 1996 Quanex Corporation
James Hagan 62 1996 None

Management Biographies

Brief biographies of the Directors and executive officers of the
Company are set forth below. All Directors hold office until their resignation,
retirement, removal, disqualification, death or until their successors have been
elected, qualified, and take office. Vacancies in the existing Board of
Directors are filled by majority vote of the remaining Directors. Officers of
the Company serve at the will of the Board of Directors.

C. Arlie Beane. Mr. Beane, age 60, is President and CEO of the Company. He was
the President and Director of Acacia Crude Corporation, now OTMC. Previously Mr.
Beane was Chairman of Eureka International Trading Corporation and Eureka
Production Corporation. He was the managing Director of Arosco, Ltd., and the
Chairman and CEO of Peten Petroleum Corporation. He is the holder of
approximately fifteen percent of the Company's outstanding shares. Mr. Beane's
career has been directed to international trade and the oil and gas industry.

Bruce Withers. Mr. Withers, age 71, is also on the Board of Allstar Gas
Corporation, in Missouri. Previous to joining Oasis, Mr. Withers was Co-Chairman
of Natural Gas Clearinghouse (NGC) and Trident, a large natural gas and natural
gas liquids company traded on the New York Stock Exchange. Previous to his
involvement with NGC and Trident, Mr. Withers was President of Mitchell Energy
Gas Division.

Carl Pfeiffer. Mr. Pfeiffer, age 67, was on the Board of Acacia Crude
Corporation, now OTMC. Mr. Pfeiffer is presently Chairman Emeritus of Quanex
Corporation, a metals company listed on the New York Stock Exchange, and is a
member of the Board of Directors of Quanex. Previously Mr. Pfeiffer was Chairman
of Quanex.

Neil Lande. Mr. Lande, age 59, was on the Board of Acacia Crude Corporation, now
OTMC. Mr. Lande is also Chairman of Ocean Optique Distributors, Inc., a
publically traded company (Nasdaq). Previously Mr. Lande has been active
throughout his career in the investment banking business and has worked with and
for several New York companies and Underwood Newhaus in Houston.

-11-
<PAGE>
Robert Monroe. Mr. Monroe, age 62, is a Director of RTL Corporation, a
privately-held construction and equipment services company. Previously Mr.
Monroe has been a Director of more than 20 corporations, both public and
private. Mr. Monroe has extensive experience in the international marine and
aviation transportation business and the investment banking industry.

John Blocker. Mr. Blocker, age 75, previously served on the Board of Pride
Petroleum, a New York Stock Exchange company, and Blocker International
(Nasdaq). Mr. Blocker has spent his career in the oil industry with emphasis on
petroleum services. Mr. Blocker was a regent at Texas A & M University and has
established various scholarships for the university.

James Hagan. Mr. Hagan, age 62, is an attorney licensed to practice law in the
State of California. He is a partner in Hagan, Saca & Hagan Law Corporation, of
San Francisco, and Palo Alto, California. For the past thirty years, Mr. Hagan
has been engaged in the practice of corporate and securities law in California.

Susan L. Penticoff. Ms. Penticoff, age 40, was previously employed by Acacia
Crude Corporation. She currently serves as Treasurer and Assistant Secretary.
She has actively worked in the oil and gas industry since 1982.

Family Relationships

There are no family relationships among Directors, executive officers,
or other persons employed by the Company.

Item 10. Executive Compensation

All out of pocket business expenses are paid through a corporate credit
card. No other fringe benefits are associated with officers and Directors. The
following discloses all compensation awarded to, earned by, or paid to the named
officers and Directors for the year ending 1996.

Annual Compensation

Name and Position Year Salary
C. A. Beane, President 1996 $71,000
and CEO

Susan L. Penticoff, 1996 $44,000
Treasurer and
Assistant Secretary

-12-
<PAGE>
Stock Option Plan

The Company adopted the 1996 Stock Option Plan (the "Plan") as of
November 1, 1996. The Plan allows the Board of Directors to grant stock options
up to a maximum of 600,000 shares of common stock. The exercise price for each
share purchasable under the Plan shall not be less than 100% of the fair market
value per share on the date the option is granted. No options were granted in
1996.

Employment Arrangements

As of December 31, 1996 the Company has not entered into any employment
agreements.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 1996, certain
information with regard to beneficial ownership of outstanding shares of the
Company's common stock by (i) each person known by the company to beneficially
own five percent or more of the outstanding shares of the Company's common
stock; (ii) each Director individually; and (iii) all executive officers and
Directors of the Company as a group.

Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of Class

Beneficial Holders

Maurice Duncan 528,516 8.80%
4325 East 87th Street
Tulsa, OK 74137

Gupco Finanzaria, S.A. 528,562 8.80%
c/o Heinrich Kohler
Favona S. A. Societe Fid 15-17,
Rue de la Cite BP 452
1211 Geneve 11, Switzerland

Officers and Directors

C. A. Beane (2) 937,290 15.62%
9145 Briar Forest
Houston, TX 77024

C. A. Beane, Trustee (4) 528,516 8.80%
FBO W. Guerry Bangert
1800 St. James Place, Suite 101
Houston, TX 77056

-13-
<PAGE>
C. A. Beane, Trustee (4) 20,645 *
FBO Tommy Fibich
1800 St. James Place, Suite 101
Houston, TX 77056

John R. Blocker (3) 103,226 *
50 Briar Hollow, Suite 200
Houston, TX 77027

James R. Hagan (2) 214,851 *
1585 Madrono Avenue
Palo Alto, CA 94306

Boland Machine and Mfg Co Inc(3) 495,484 8.26%
288 St. Charles Avenue
New Orleans, LA 70130

Neil Lande (2) 220,955 *
4265 San Felipe, Suite 230
Houston, TX 77027

Neil Lande, Custodian (5) 26,425 *
FBO Lynne Lande
4265 San Felipe, Suite 230
Houston, TX 77027

Neil Lande, Custodian (5) 26,425 *
FBO Caroline Esses
4265 San Felipe, Suite 230
Houston, TX 77027

Neil Lande, Custodian (5) 26,425 *
FBO Stephen Lande
4265 San Felipe, Suite 230
Houston, TX 77027

Neil Lande, Custodian (5) 26,425 *
FBO Sara Lande
4265 San Felipe, Suite 230
Houston, TX 77027

Susan L. Penticoff (2) 49,548 *
11802 Basilica
Houston, TX 77099

-14-
<PAGE>
Carl Pfeiffer (3) 214,710 *
2112 Fulham Court
Houston, TX 77063

Bruce Withers (3) 103,226 *
1610 Woodstead Court, #130
The Woodlands, TX 77380

All Executive Officers 2,994,151 49.9%
and Directors as a group
(8 persons)

* Less than 5%.
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and dispositive power with respect to all
securities owned by them.
(2) Officer and Director
(3) Director
(4) C. A. Beane as Trustee has full voting power with these shares. Thus C.
A. Beane has a total of 1,486,451 voting shares, or 24.77% ownership.
This combined amount of C. A. Beane shares is included in the total of
the Officers and Directors as a group.
(5) Neil Lande as Custodian has full voting power with these shares. Thus
Neil Lande has a total of 326,655 voting shares, or 5.44% ownership.
This combined amount of Neil Lande shares is included in the total of
the Officers and Directors as a group.

Item 12. Certain Relationships and Related Transactions

None.

Item 13. Exhibits and Reports on Form 8-K

(a.) Exhibits

Exhibit No. Item

1.1 Certificate of Amendment of Articles of
Incorporation of Vida Medical Systems, Inc.
dated November 1, 1996.

1.2 Certificate of Amendment of Articles of
Incorporation of Oasis Oil Corporation dated
November 1, 1996.

2.1 Agreement and Plan of Reorganization by and
between Vida Medical Systems, Inc. and Oasis
Oil Corporation dated September 29, 1996.

4.1 Certificate of Determination of Preferences
of Preferred Shares dated November 1, 1996.

4.2 Series A Preferred Stock
.
4.3 Series A Preferred Stock Amendment

4.4 1996 Stock Option Plan dated November 1,
1996.

16.1 Form 8-K Other events

16.2 Form 8-K Changes in Registrant's Certifying
Accountant

-15-
<PAGE>
(b) Reports on Form 8-K

On March 25, 1997 the Company filed with the Commission a Current
Report on Form 8-K dated October 1, 1996, wherein it reported under Item 5 an
Agreement and Plan of Reorganization by and between Vida Medical Systems, Inc.,
a Nevada corporation, and Oasis Oil Corporation, a Nevada corporation. No
financial statements were included.

On April 3, 1997, the Company filed with the Commission a Current
Report on Form 8-K dated February 15, 1997, wherein it reported under Item 4
that the Company has engaged BDO Seidman, LLP as its independent accountants as
of February 15, 1997. BDO Seidman, LLP will be conducting an audit of Oasis Oil
Corporation for the year ending December 1996. No financial statements were
included.

-16-
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 14th day of
April, 1997.

OASIS OIL CORPORATION

By: /S/ C. A. BEANE
C. A. Beane
President and CEO

By: /S/ SUSAN L. PENTICOFF
Susan L. Penticoff
Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report is signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

By: /S/ C. A. BEANE President and CEO April 14, 1997
C. A. Beane

By: /S/ NEIL LANDE Executive Vice President April 14, 1997
Neil Lande and Director

By: /S/ JAMES HAGAN Secretary, and Director April 14, 1997
James Hagan

By: /S/ BRUCE WITHERS Director April 14, 1997
Bruce Withers

By: /S/ JOHN R. BLOCKER Director April 14, 1997
John R. Blocker

By: /S/ ROBERT J. MONROE Director April 14, 1997
Robert J. Monroe

By: /S/ CARL PFEIFFER Director April 14, 1997
Carl Pfeiffer

-17-

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
VIDA MEDICAL SYSTEMS, INC.

The undersigned do hereby certify and declare:

1. That they are, and at all times herein mentioned, were and have
been, respectively, the President and the Secretary of Vida Medical Systems,
Inc., a Nevada corporation.

2. That, on September 30, 1996, the following resolution was duly
adopted by the Board of Directors of Vida Medical Systems, Inc.:

RESOLVED, that Article I of the Articles of Incorporation of this
corporation shall be, and it is hereby, changed and amended in its
entirety to read as follows:

ARTICLE I

The name of this Corporation is OASIS OIL CORPORATION.

3. That, on and as of September 30, 1996, under and pursuant to Section
78.438 of the Nevada Revised Statutes, shareholders holding a majority of the
issued and outstanding common stock of this corporation approved and adopted the
following resolution by means of written consent.

RESOLVED, that Article I of the Articles of Incorporation of this
corporation shall be, and it is hereby, changed and amended in its
entirety to read as follows:

Article I

The name of this Corporation is OASIS OIL CORPORATION

4. That, on and as of September 30, 1996, the number of shares
consenting to and approving the foregoing resolution by written consent was
671,668 shares and, on and as of said date, the number of issued and outstanding
shares of this corporation's common stock, all of which were entitled to vote,
was 1,200,000, so that said consent and approval was by 56% of the corporation's
issued and outstanding shares of common stock.

IN WITNESS OF THE FOREGOING, the undersigned have executed this
Certificate of Amendment on the date set forth below:

Dated:____________________________

______________________
C. A. Beane, President

______________________
James R. Hagan, Secretary

Exhibit 1.1

-18-
<PAGE>
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public, on this day personally
appeared C. A. Beane, President of Oasis Oil Corporation, known personally to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of Oasis Oil
Corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public, on this day personally
appeared James R. Hagan, Secretary of Oasis Oil Corporation, known personally to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of Oasis Oil
Corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

Exhibit 1.1

-19-

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
OASIS OIL CORPORATION

The undersigned do hereby certify and declare:

1. That they are, and at all times herein mentioned, were and have
been, respectively, the President and the Assistant Secretary of Oasis Oil
Corporation, a Nevada corporation.

2. That, on November 1, 1996, the following resolution was duly adopted
by the Board of Directors of this corporation:

RESOLVED, that the first paragraph of Article V of the
Articles of Incorporation of this corporation shall be, and it
is hereby, changed and amended in its entirety to read as
follows:

ARTICLE V

The total authorized capital stock of this
corporation shall be Three Million Five Hundred Thousand
Shares (3,500,000) which shall be divided into (i) fifty
million (50,000,000) shares of common stock with a par value
of five cents per share and (ii) one million shares of
preferred stock with a par value of $1.00 per share.

3. That, on and as of November 1, 1996, under and pursuant to Section
78.438 of the Nevada Revised Statutes, the shareholder holding a majority of the
issued and outstanding common stock of this corporation approved and adopted the
aforesaid resolution by means of written consent.

4. That, on and as of November 1, 1996, the number of shares consenting
to and approving the foregoing resolution by written consent was 3,340,740
shares and, on and as of said date, the number of issued and outstanding shares
of this corporation's common stock, all of which were entitled to vote, was
6,000,000, so that said consent and approval was by 55.68% of the corporation's
issued and outstanding shares of common stock.

IN WITNESS OF THE FOREGOING, the undersigned have executed this
Certificate of Amendment on the date set forth below:

Dated:_________________________

______________________________________
C. A. Beane, President

______________________________________
Susan L. Penticoff, Assistant Secretary

Exhibit 1.2

-20-
<PAGE>
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

Exhibit 1.2

-21-

AGREEMENT

AND

PLAN OF REORGANIZATION

by and between

VIDA MEDICAL SYSTEMS, INC.,

a Nevada corporation,

and

OASIS OIL CORPORATION,

a Nevada corporation

Exhibit 2.1

-22-
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION

This is an Agreement and Plan of Reorganization by and between, on the
one hand, Vida Medical Systems, Inc., a Nevada corporation with its principal
office at 350 Cambridge Avenue, Suite 150, Palo Alto, California 94305,
("Vida"), and, on the other hand, Oasis Oil Corporation, a Nevada corporation
with its principal office at 1800 St. James Place, Suite 101, Houston, Texas
77056, ("Oasis"), and with all the shareholders of Oasis as specified on the
signature page hereto ("Shareholders"), to provide for the purchase of all of
the outstanding stock of Oasis by Vida in exchange for capital stock to be
issued by Vida, and for the reorganization of Oasis and Vida in a tax-free plan
of reorganization pursuant to Section 368 of the Internal Revenue Code.

RECITALS

A. Vida is a publicly held Nevada corporation which has no current
business activi ties. Vida currently has about $2,000 as its only asset, which
will be consumed in the immedi ate future. Vida has no known liabilities. Prior
to the acquisition of the shares of Oasis by Vida, Vida will have outstanding
15,846,545 shares of its common stock held by approximately 4,000 shareholders.
Vida has outstanding no other capital stock, warrants, or other similar rights
or securities.

B. Oasis is a privately held Nevada corporation which is engaged in
crude oil gathering and marketing operations in South Texas.

C. The Shareholders are the holders of all of the issued and
outstanding capital stock of Oasis. The Shareholders wish to acquire a
shareholding interest in Vida and carry out the business of Oasis through the
corporate form of Vida.

D. Vida wishes to acquire all of the issued and outstanding capital
stock of Oasis, merge with Oasis, and then carry out the business of Oasis in
the name of Oasis, subject to the shareholding interest of the Shareholders.

E. Shortly after the acquisition of Oasis by Vida and the merger of
Oasis into Vida, in order to raise additional capital for working capital, Vida
intends to make an offering of shares of its common stock in compliance with all
applicable securities laws, rules, and regulations.

F. In order to carry out their wishes, the parties hereto have jointly
negotiated and prepared this Agreement.

NOW THEREFORE, Vida and Oasis and the Shareholders agree as follows:
TERMS OF AGREEMENT AND PLAN OF REORGANIZATION

1. The following Plan of Reorganization is hereby approved and adopted
by and

Exhibit 2.1

-23-
<PAGE>
between all the parties hereto.

A. Vida shall acquire all of the issued and outstanding
capital stock of Oasis as set forth herein (the "Acquisition Transaction").
Prior to the Acquisition Transaction, (i) Vida will have outstanding 15,846,545
shares of its common stock, and (ii) said shares shall undergo a reverse stock
split of 13.2054541 shares into one share which shall result in Vida then having
outstanding 1,200,000 shares of its common stock. After such reverse stock
split, Vida shall acquire all of the issued and outstanding capital stock of
Oasis in a stock-for-stock tax-free transaction as provided by Section 368 of
the Internal Revenue Code. After the Acquisition Transaction, Vida shall merge
with Oasis and Vida shall be the surviving corporation. (The after-acquisition
surviving corporation shall hereinafter be referred to as "Vida/Oasis.") Vida
shall change its name to Oasis and conduct the business of Oasis as an oil
gathering and marketing company.

B. Ten Million (10,000,000) shares of common stock of Vida/Oasis (the
"Allocated Shares") are allocated for issuance by Vida/Oasis as set forth below.

C. Before the Acquisition Transaction and after the aforesaid reverse
stock split, Vida shareholders as a group are to own a total of 1,200,000 of the
Allocated Shares.

D. As a result of the Acquisition Transaction, of the issued and
outstanding capital stock of Oasis shall be exchanged for 4,800,000 shares of
Vida common stock. After the Acquisition Transaction, Oasis shareholders will
then own 4,800,000 shares out of a total of 6,000,000 shares of then outstanding
Vida common stock, or 80% thereof.

E. After the Acquisition Transaction, the Board of Directors of
Vida/Oasis shall be expanded from three members to seven members, the existing
directors of Vida, except James Hagan, shall resign as such, and Mr. Hagan shall
appoint as directors of Vida/Oasis six persons nominated by the Shareholders.
After the Acquisition Transaction, the Board of Directors of Oasis shall be
reformed or retained as specified by the Board of Directors of Vida/Oasis. After
the Acquisition Transaction, at such time as is specified by the Boards of
Directors of Oasis and Vida/Oasis, Oasis shall be merged into Vida/Oasis, and
the name of Vida/Oasis shall be changed to Oasis Oil Corporation.

F. After the Board of Directors of Vida/Oasis is reformed as set forth
above, said Board shall elect new officers of Vida/Oasis who shall carry out and
implement the business of the corporation.

G. After the Acquisition Transaction as soon as is feasible, in one or
more offerings, public or private, in compliance with all applicable securities
laws, rules, and regulations, Vida/Oasis shall sell and issue up to 4,000,000
shares of common stock to obtain new equity capital for use as working capital
for Vida/Oasis. After this has been accomplished, former shareholders of Vida
shall as a group own in the aggregate 1,200,000 shares of Vida/Oasis common
stock, or 12% of the Allocated Shares, former shareholders of Oasis as a group
shall

Exhibit 2.1

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<PAGE>
own in the aggregate 4,800,000 shares of Vida/Oasis common stock, or 48% of the
Allocated Shares, and new shareholders as a group shall own in the aggregate
about 4,000,000 shares of Vida/Oasis common stock, or 40% of the Allocated
Shares.

H. After the first public offering of common stock by Vida/Oasis, the
shares of Vida/Oasis will be traded in the NASDAQ small-cap trading system.

I. After the Acquisition Transaction, it is expected that the
operations of Vida/Oasis will generate a net profit before taxes of about 2% of
revenue.

2. Pursuant to the aforesaid Plan of Reorganization, the parties agree
to the following:

A. VIDA REVERSE STOCK SPLIT. Prior to Closing (as defined below), Vida
shall have outstanding 15,846,545 shares of its common stock as to which Vida
shall approve and implement a reverse stock split pursuant to which 13.2054541
shares shall become one share. In implementing said reverse stock split, the
number of new Vida shares to be issued to existing shareholders of Vida shall be
rounded off to the nearest whole share of common stock, but not less than one
share of common stock. As a result of this reverse stock split, Vida shall not
issue any fractional shares of its common stock. At the conclusion of this
reverse stock split, Vida shall have outstanding one million two hundred
thousand shares of its common stock.

B. PURCHASE OF OASIS CAPITAL STOCK. After the aforesaid reverse stock
split, at Closing Vida shall purchase from the Shareholders, and the
Shareholders shall sell and deliver to Vida, all of the issued and outstanding
capital stock of Oasis in exchange for the issuance by Vida to the Shareholders,
in a transaction not involving any public offering as set forth in Exhibit D,
4,800,000 shares Vida's common stock which shall be upon issuance fully paid and
nonassessable. Said issuance of common stock by Vida shall comply with all
applicable state and federal securities laws, rules, and regulations. This
exchange of stock is the Acquisition Transaction as defined above. At the time
of Closing of the Acquisition Transaction, Vida will not have any assets
whatsoever except its corporate books and records, and Vida will have no
liabilities. As a part of the Acquisition Transaction, each of the Share holders
shall execute and deliver to Vida the Investment Letter which is attached hereto
as Exhibit C.

C. BOARD OF DIRECTORS, CHANGE OF NAME, MERGER. After the Acquisition
Transaction, the Board of Directors of Vida/Oasis shall be expanded to seven
members of whom six shall have been appointed on the basis of nomination by the
Shareholders. The Board of Directors shall then elect the officers of Vida/Oasis
who shall operate the business of Oasis as an oil gathering and marketing
company by and through the corporate form of Vida/Oasis, and the Board of
Directors of Vida/Oasis and the Shareholders shall take such action as may be
necessary or appropriate to change the name of Vida to Oasis Oil Corporation.
After the Acquisition Transaction within the discretion of the Board of
Directors, Oasis shall be merged into Vida, and Vida shall be the surviving
corporation.

Exhibit 2.1

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<PAGE>
D. SALE OF ADDITIONAL CAPITAL STOCK. After the Acquisition Transaction,
as and when determined by the Board of Directors of Vida/Oasis and in one or
more private or public offerings made in compliance with all applicable state
and federal securities laws, rules, and regulations, Vida/Oasis shall offer,
sell, and issue up to an additional 4,000,000 shares of its common stock in
order to raise additional equity capital.

E. NASDAQ TRADING. After the first public offering of its common stock
by Vida/Oasis, Vida/Oasis shall take such action as may be necessary or
appropriate in order to have its common stock traded on the NASDAQ small-cap
trading system.

3. VIDA SHAREHOLDERS MEETING. In order to accomplish the provisions of
this Agreement, it may be required that Vida hold a special meeting of its
shareholders or that Vida communicate with its shareholders. Vida has no funds
with which to do so. Accordingly, Oasis agrees to advance and pay for any and
all reasonable costs and expenses for such a meeting or for such communication,
including any and all reasonably necessary legal, accounting, printing, and
mailing costs and fees, not to exceed without the consent of Oasis the sum of
$10,000.00.

4. REPRESENTATIONS OF VIDA. Vida represents and warrants that, to the
best infor mation, knowledge, and belief of Vida, as of Closing:

A. Vida will be a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada.

B. Vida will have the full corporate power and authority to enter into
and implement this Agreement.

C. Vida will have taken all corporate action as may be necessary or
appropriate to authorize this Agreement, the execution and delivery hereof, and
the consummation hereof. Vida will have made no other valid and existing
agreement with any other party with respect to a merger or acquisition or with
respect to the future issuance of any stock, warrants, or other similar rights.
The execution and delivery of this Agreement and the consummation hereof will
not conflict with, result in the breach of, or cause the acceleration of or
default by Vida under any provision of Vida's Articles of Incorporation or
Bylaws, or any obligation, mortgage, lien, lease, agreement, instrument, law,
order, arbitration award, judgment, decree, or any other restriction to which
Vida is a party or by which Vida is subject or bound.

D. The Annual Report Form 10-K which is attached hereto as Exhibit A
truly and accu rately reflects the present financial position of Vida through
December 31, 1995.

E. Except as set forth in Exhibit A, Vida holds good, marketable, and
indefeasible title to its assets free and clear of any and all liabilities,
mortgages, conditional sales agreements, security interests, leases, liens,
pledges, encumbrances, restrictions, charges, claims, or imper fections of title
so that, after consummation hereof, Vida/Oasis shall own said assets free and
clear of all claims or liens of other parties.

Exhibit 2.1

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<PAGE>
F. Vida has filed all tax returns which have become due and paid all
taxes which have become due.

G. There is no litigation, judgment, judicial lien, proceeding, suit,
action, controversy, or claim (including proceedings by or before any
governmental board or agency) existing, pending or threatened against Vida.

H. In raising capital and in all securities transactions, Vida has
fully complied with all applicable state and federal securities laws, rules, and
regulations. Vida has outstanding no warrants, stock options, stock purchase
rights, preemptive rights, or other similar rights, agreements, or securities.

I. Vida has filed in paper form all required securities reports with
the SEC.

5. REPRESENTATIONS OF OASIS AND SHAREHOLDERS. Oasis and the
Shareholders represent and warrant that, to the best information, knowledge, and
belief of Oasis and the Shareholders, as of Closing:

A. Oasis will be a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada.

B. Oasis and the Shareholders will have the full power and authority to
enter into this Agreement.

C. Oasis and the Shareholders will have taken all corporate or personal
action as may be necessary or appropriate to authorize this Agreement, the
execution and delivery hereof, and the consummation hereof. Oasis and the
Shareholders will have made no other valid and existing agreement with any other
party with respect to any merger or acquisition. The execution and delivery of
this Agreement and the consummation hereof will not conflict with, result in the
breach of, or cause the acceleration of or default by Oasis under any provision
of Oasis' Articles of Incorporation or Bylaws, or any obligation, mortgage,
lien, lease, agreement, instrument, law, order, arbitration award, judgment,
decree, or any other restriction to which Shareholders or Oasis is or are a
party or by which Shareholders or Oasis is or are bound.

D. The financial statements, including any notes and schedules thereto,
which are attached hereto as Exhibit B truly and accurately reflect the
financial position of Oasis as of the date thereof.

E. Except as set forth in Exhibit B, Oasis holds good, marketable, and
indefeasible title to its assets free and clear of any and all liabilities,
mortgages, conditional sales agreements, security interests, leases, liens,
pledges, encumbrances, restrictions, charges, claims, or imper fections of title
so that, after consummation hereof, Vida/Oasis shall own said assets free and
clear of all claims or liens of other parties.

F. There is no litigation, judgment, judicial lien, proceeding, suit,
action, controversy

Exhibit 2.1

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<PAGE>
or claim (including proceedings by or before any government board or agency)
existing, pending or threatened against Oasis or the assets thereof.

G. Oasis has filed all tax returns which have become due and has paid
all taxes which have become due.

H. In raising capital and in all securities transactions, Oasis has
fully complied with all applicable state and federal securities laws, rules, and
regulations. Oasis has outstanding no warrants, stock options, stock purchase
rights, preemptive rights, or other similar rights, agreements, or securities.

I. Between the date of the execution hereof and the Effective Date
hereof, Oasis shall conduct its business only in the ordinary course and Oasis
shall not sell or dispose of any of it assets except in the ordinary course of
business.

6. EFFECTIVE DATE AND TERMINATION DATE. This Agreement is and shall be
effective on and as of 12:01 A.M. on October 1, 1996. If this agreement is not
consummated by Midnight on January 2, 1997, then this Agreement shall be and
become at that date and time terminated and shall be thereafter null and void.

7. CLOSING. The consummation of this Agreement ("Closing") shall take
place at a date, time and place as Vida and Oasis and the Shareholders may
mutually agree, but shall occur not later than January 2, 1997. At Closing:

A. Vida shall deliver to the Shareholders certificates for 4,800,000
shares of Vida's common stock as set forth in Exhibit D, which shares shall be
fully paid and nonassessable.

B. The Shareholders shall deliver to Vida the executed Investment
Letters as set forth in Exhibit C and certificates for all of the outstanding
capital stock of Oasis duly endorsed for transfer.

C. The parties shall cooperate to expand the Board of Directors as set
forth above.

8. CONDITIONS TO CLOSING BY VIDA. At Closing, the obligation of Vida to
con summate this Agreement shall be subject to the satisfaction of the following
conditions prece dent:

A. All the recitals herein and all the representations and warranties
of Oasis and Share holders contained herein shall be and remain at Closing true
and correct and Oasis and Share holders shall deliver to Vida a certificate so
stating.

B. The business and assets of Oasis shall be in substantially the same
condition at Clos ing as they are as of the date of execution hereof and Oasis
and Shareholders shall deliver to Vida a certificate so stating.

C. Shareholders shall tender to Vida (i) the Investment Letter set
forth in Exhibit C

Exhibit 2.1

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<PAGE>
signed by each of the Shareholders, and (ii) stock certificates representing all
of the issued and outstanding capital stock of Oasis duly endorsed for transfer.

9. CONDITIONS TO CLOSING BY OASIS. At Closing, the obligation of Oasis
and the Shareholders to consummate this Agreement shall be subject to the
satisfaction of the following conditions precedent:

A. All the recitals representations and warranties of Vida herein
contained shall be and remain at Closing true and correct and Vida shall deliver
to Oasis a certificate so stating.

B. At Closing, Vida shall have no assets, except its corporate books
and records, and no liabilities, and Vida shall deliver to Oasis a certificate
so stating.

C. Vida shall tender to the Shareholders (i) an officer's certificate
reflecting the aforesaid reverse stock split and the number of shares of Vida's
common stock then out standing, and (ii) stock certificates to the persons and
in the amounts as listed on Exhibit D representing an aggregate total of
4,800,000 shares of the fully paid and non-assessable common stock of Vida.

10. AFTER CLOSING ACTION. After Closing, the Board of Directors shall
meet and elect new officers of Vida/Oasis, and shall take such action as may be
necessary or appropriate in the circumstances to carry out and implement this
Agreement and the business and affairs of Vida/Oasis.

11. SALES, USE OR OTHER TAXES, FEES, OR COSTS. In the event that any sales
or use tax, transfer tax or fee, or any other tax or fee (except income tax)
shall be due to any governmental authority by reason of the consummation hereof,
then any and all of any such taxes or fees shall be paid by Vida/Oasis. Any
income tax which may become due as a result of the consummation hereof shall be
paid by the party who is required to recognize the income.

12. GENERAL PROVISIONS

A. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof. Each party hereto acknowledges
that he, she, or it has not relied on any representations or promises except as
set forth herein. Any and all prior negotiations, discussions, agreements,
understandings, whether written or oral, are merged into and are superseded and
displaced by this Agreement.

B. This Agreement may be modified, supplemented or amended at any time
before Closing or Termination, but only by a subsequent written document
executed by all the parties hereto.

C. No waiver shall be made of any provision in this Agreement except by
a document in writing signed by the party to be charged with such waiver. The
written waiver by any party hereto of any provision of this Agreement or of any
breach of any provision hereof shall not

Exhibit 2.1

-29-
<PAGE>
operate as, nor be construed as, a waiver of any other provision hereof or of
any other breach of any provision hereof.

D. This Agreement shall be binding upon and inure to the benefit of the
respective suc cessors and assigns of each party hereto, provided, however, no
party may assign this Agreement or any provision hereof without the prior
written consent of the other parties hereto, and any such attempted assignment
without the consent of the other parties shall be void.

E. This Agreement is made and entered into in the State of Nevada
pursuant to the laws of the State of Nevada and is performed in the State of
Nevada, and this Agreement shall be governed in all respects by and construed
under the laws of the State of Nevada, provided, however, because the parties
have jointly negotiated and prepared this Agreement, in any construction or
interpretation of this Agreement there shall be no presumption for or against
any party and no construction of any ambiguity or uncertainty for or against any
party, and in the interpretation hereof a court shall endeavor to determine the
intention of the parties at the time of the execution hereof and construe and
interpret this Agreement in accordance with those intentions. All rights and
remedies under this Agreement are cumulative and shall be in addition to any and
all other rights and remedies as may be provided by law.

F. If any part or provision of this Agreement is ever held by a final
order or judgment of a court of competent jurisdiction to be invalid or
unenforceable, then that particular part or provision shall be stricken herefrom
and the remaining provisions hereof shall continue to be in full force and
effect.

G. Shareholders and Oasis and Vida represent each to the other that
this Agreement was brought about without the aid or assistance of any broker or
finder and that no one is entitled to any commission, fee or payment of any kind
relating to this Agreement or the transaction contemplated hereby. If any such
fee, commission or compensation is or ever becomes due or payable in any form to
any party as a result of this Agreement or the Transaction, then such fee,
commission or compensation shall be paid exclusively by the party whose conduct
gave rise to any such fee, commission or compensation.

H. Except as otherwise stated herein, any and all expenses incurred in
the negotiation, preparation, authorization, and/or consummation of this
Agreement, including without limitation all fees and expenses of agents,
representatives, attorneys, or accountants, whether or not this Agreement is
ever consummated, shall be borne solely by the party which shall have incurred
the same, and other parties shall have no liability with respect thereto.

I. All representations, warranties and agreements contained in this
Agreement shall survive the execution and delivery and Closing of this Agreement
until performed or satisfied.

J. The headings of the paragraphs of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement.
Throughout this Agreement, where appropriate, the masculine gender shall include
the feminine and the neuter and the plural num ber shall include the singular,
and vice versa.

Exhibit 2.1

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<PAGE>
K. After Closing, each of the parties hereto shall cooperate with the
other parties in all reasonable ways to implement and carry out the intent of
this Agreement. Each party hereto does hereby agree to prepare, sign, deliver,
file, and prosecute any additional documents, pleadings, reports, or other
instruments as may be necessary or appropriate to carry out and implement this
Agreement.

L. This Agreement may be executed in counterparts and all fully
executed copies shall be considered to be duplicate originals equally admissible
into evidence.

M. The Exhibits attached hereto are integral and substantive parts
hereof.

N. Time is of the essence in the performance of this Agreement.

SIGNATURES

IN WITNESS OF THE FOREGOING, the undersigned have executed this Agreement
on and as of the dates set forth below:

Dated: _____________________ Dated: ______________________

VIDA MEDICAL SYSTEMS, INC. OASIS OIL COMPANY

By: ________________________ By: ________________________
President President

Exhibit 2.1

-31-
<PAGE>
SIGNATURES OF SHAREHOLDERS

Signature No.of Oasis Shares

Dated:___________ ___________________________ _____________

Exhibit 2.1

-32-
<PAGE>
EXHIBITS

EXHIBIT A: 10-K REPORT OF VIDA

EXHIBIT B: FINANCIAL STATEMENTS OF OASIS

EXHIBIT C: INVESTMENT LETTER FOR SHAREHOLDERS

EXHIBIT D: SHARES TO BE ISSUED BY VIDA
TO SHAREHOLDERS

-33-
<PAGE>
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public, on this day personally appeared
C. A. Beane, President of Oasis Oil Corporation, known personally to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of Oasis Oil Corporation, and that
he executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public, on this day personally appeared
Susan L. Penticoff, Assistant Secretary of Oasis Oil Corporation, known
personally to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of Oasis
Oil Corporation, and that he executed the same as the act of such corporation
for the purposes and consideration therein expressed, and in the capacity
therein stated.

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

Exhibit 2.1

-34-

OASIS OIL CORPORATION

CERTIFICATE OF DETERMINATION OF
PREFERENCES OF PREFERRED SHARES

C. Arlie Beane and Susan L. Penticoff do hereby declare and certify as
follows:

I. That they are respectively the duly elected and acting President and
Assistant Secretary of Oasis Oil Corporation, A Nevada corporation.

II. Pursuant to said corporation's Articles of Incorporation the Board of
Directors of said corporation has duly adopted the following recitals and
resolutions:

WHEREAS, the Articles of Incorporation of this corporation provide that
this corporation may issue up to one million shares of preferred stock;

WHEREAS, no preferred stock has as yet been issued by said corporation;

WHEREAS, pursuant to law the Board of Directors of said corporation is
empowered to authorize the issuance of one or more series of preferred stock and
to fix and determine the number of shares, the designation thereof, and the
rights, preferences, privileges, limitations, and restrictions of each unissued
series of preferred stock;

NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

The Board of Directors does hereby authorize the issuance of an initial
series of preferred stock to be designated as Series A Preferred Stock;

Said Series A Preferred Stock shall consist of 40,494 shares;

Said Series A Preferred Stock shall be subject to and shall have the
following rights, preferences, privileges, limitations, and restrictions:

1. ISSUE PRICE. This Series A Preferred Stock shall be and is hereby issued
at the Issue Price of $10.00 per share. The Face Amount hereof is and shall be
the number of shares represented by this certificate multiplied by said Issue
Price.

Exhibit 4.1

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<PAGE>
2. ACCUMULATION OF DIVIDENDS. This Series A Preferred Stock shall
accumulate dividends at the simple rate of 8.0% per annum on the Face Amount
hereof from the date of November 1, 1996, through the date of delivery to the
Issuer of a Call for Redemption or the date on which Issuer mails to the Issuee
a Demand for Surrender, whichever first occurs, which dividends shall not be
payable until, and shall be paid upon, any redemption or surrender hereof or
liquidation of the Issuer as provided below.

3. RIGHT TO CALL FOR REDEMPTION. At any time after the Issuer makes a
registered public offering of its common stock under the United States
Securities Act of 1933, the Issuee shall have the right to call for the
redemption of this Series A Preferred Stock. Such call for redemption shall be
exercised by the Issuee by delivering to the Issuer a written Call for
Redemption which shall state that the Issuee calls for the Issuer to redeem this
Series A Preferred Stock and which shall enclose and include this certificate
duly endorsed for cancellation. Within ten days after receipt of said Call for
Redemption and this certificate, the Issuer shall pay to the Issuee the Face
Amount of this certificate together with any and all accumulated dividends, and
this certificate shall be canceled.

4. RIGHT TO CALL FOR SURRENDER. At any time, the Issuer shall have the
right to redeem this Series A Preferred Stock and to call for its surrender.
Such redemption and call for surrender shall be exercised by the Issuer by
mailing to the Issuee a written Demand for Surrender which shall state that the
Issuer has elected to redeem this Series A Preferred Stock and demands that the
Issuee surrender to the Issuer this certificate for cancellation. After said
Demand for Surrender, within ten days after the actual return by the Issuee to
the Issuer of this certificate together with any and all accumulated dividends,
and this certificate shall be canceled.

5. PREFERENCE UPON LIQUIDATION. Upon any liquidation of the Issuer
prior to any redemption or surrender of this Series A Preferred Stock, the Face
Amount hereof together with any and all accumulated dividends shall be paid to
the Issuee to the extent that there are funds or assets of the Issuer available
to do so prior to any distribution to the holders of the common stock of the
Issuer. If at the time of any such liquidation of the Issuer there are
outstanding any other series of preferred stock which has or have a preference
upon liquidation, then any and all such series of preferred stock and this
Series A Preferred Stock shall share in any distribution of the funds or assets
of the Issuer on a pro rata basis.

6. NO EXPIRATION. This Series A Preferred Stock shall not lapse or
expire or otherwise terminate unless and until it is redeemed or surrendered as
provided above or the Issuer undergoes liquidation.

Exhibit 4.1

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<PAGE>
7. NO TRANSFER. Except upon the death of the Issuee in which case this
Series A Preferred Stock may be transferred by will or trust or intestate
succession, without the prior written consent of the Issuer, this Series A
Preferred Stock shall not be sold, assigned, transferred, pledged, hypothecated,
or in any way alienated or disposed of, whether voluntarily or by operation of
law, and, any attempted sale, assignment, transfer, pledge, hypothecation,
alienation, or other disposal of this Series A Preferred Stock in violation of
this provision shall be and is null and void and of no force and effect.

8. NO VOTING RIGHTS, NO CONVERSION RIGHT, NO OTHER RIGHTS. This Series
A Preferred Stock shall have no rights, preferences, privileges, limitations, or
restrictions other than those which are set forth herein. Specifically, but not
by way of limitation, this Series A Preferred Stock (I) has no voting rights of
any kind or nature except as may be required by law, and (ii) has no rights of
any kind or nature to be converted into any other capital stock or securities of
the Issuer of any kind or nature.

III. The authorized number of shares of said Series A Preferred Stock is
1,000,000 none of which has been issued.

IN WITNESS OF THE FOREGOING, the undersigned have executed this certificate
on and as of the date set forth below:

Dated:____________________
________________________________
C. A. Beane

________________________________
Susan L. Penticoff

NOTARY STATEMENT IS ATTACHED

Exhibit 4.1

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<PAGE>
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public, on this day personally appeared
C. A. Beane, President of Oasis Oil Corporation, known personally to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of Oasis Oil Corporation, and that
he executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

STATE OF TEXAS )
) SS
COUNTY OF HARRIS )

DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas

Exhibit 4.1

-38-

OASIS OIL CORPORATION - SERIES A PREFERRED STOCK
RIGHTS, PRIVILEGES, PREFERENCES, LIMITATIONS, AND RESTRICTIONS

This Series A Preferred Stock is issued by Oasis Oil Corporation ("Issuer")
to the Issuee named herein and shall and does have the following rights,
privileges, preferences, limitations and restrictions:
1. ISSUE PRICE. This Series A Preferred Stock shall be and is hereby
issued at the Issue Price of $10.00 per share. The Face Amount hereof is and
shall be the number of shares represented by this certificate multiplied by said
Issue Price.
2. ACCUMULATION OF DIVIDENDS. This Series A Preferred Stock shall
accumulate dividends at the simple rate of 8.0% per annum on the Face Amount
hereof from the date of November 1,1996, through the date of delivery to the
Issuer of a Call for Redemption or the date on which Issuer mails to the Issuee
a Demand for Surrender, whichever first occurs, which dividends shall not be
payable until, and shall be paid upon, any redemption or surrender hereof or
liquidation of the Issuer as provided below.
3. RIGHT TO CALL FOR REDEMPTION. At any time after the Issuer makes a
registered public offering of its common stock under the United States
Securities Act of 1933, the Issuee shall have the right to call for the
redemption of the Series A Preferred Stock. Such call for redemption shall be
exercised by the Issuee by delivering to the Issuer a written Call for
Redemption which shall state that the Issuee calls for the Issuer to redeem this
Series A Preferred Stock and shall enclose and include this certificate duly
endorsed for cancellation. Within ten days after receipt of said Call for
Redemption and this certificate, the Issuer shall pay to the Issuee the Face
Amount of this certificate together with any and all accumulated dividends, and
this certificate shall be canceled.
4. RIGHT TO CALL FOR SURRENDER. At any time, the Issuer shall have the
right to redeem this Series A Preferred Stock and to call for its surrender.
Such redemption and call for surrender shall be exercised by the Issuer by
mailing to the Issuee a written Demand for Surrender which shall state that the
Issuer has elected to redeem this Series A Preferred Stock and demands that the
Issuee surrender to the Issuer this certificate for cancellation. After said
Demand for Surrender, within ten days after the actual return by the Issuee to
the Issuer of this certificate duly endorsed for cancellation, the Issuer shall
pay to the Issuee the Face Amount of this certificate together with any and all
accumulated dividends, and this certificate shall be canceled.
5. PREFERENCE UPON LIQUIDATION. Upon any liquidation of the Issuer prior to
any redemption or surrender of this Series A Preferred Stock, the Face Amount
hereof together with any and all accumulated dividends shall be paid to the
Issuee to the extent that there are funds or assets of the Issuer available to
do so prior to any distribution to the holders of the common stock of the
Issuer. If at the time of any such liquidation of the Issuer there are
outstanding any other series of preferred stock which has or have a preference
upon liquidation, then any and all such series of preferred stock and this
Series A Preferred Stock shall share in any distribution of the funds or assets
of the Issuer on a pro rata basis.
6. NO EXPIRATION. This Series A Preferred Stock shall not lapse or expire
or otherwise terminate unless and until it is redeemed or surrendered as
provided above or the Issuer undergoes liquidation.
7. NO TRANSFER. Except upon the death of the Issuee in which case this
Series A Preferred Stock may be transferred by will or trust or intestate
succession, without the prior written consent of the Issuer, this Series A
Preferred Stock shall not be sold, assigned, transferred, pledged, hypothecated,
or in any way alienated or disposed of, whether voluntarily or by operation of
law, and, any attempted sale, assignment, transfer, pledge, hypothecation,
alienation, or other disposal of this Series A Preferred Stock in violation of
this provision shall be and is null and void and of no force and effect.
8. NO VOTING RIGHTS, NO CONVERSION RIGHTS, NO OTHER RIGHTS. This Series A
Preferred Stock shall have no rights, preferences, privileges, limitations, or
restrictions other than those which are set forth herein. Specifically, but not
by way of limitation, this Series A Preferred Stock (i) has no voting rights of
any kind or nature except as may be required by law, and (ii) has no rights of
any kind or nature to be converted into any other capital stock or securities of
the Issuer of any kind or nature.

Exhibit 4.2

-39-

OASIS OIL CORPORATION - SERIES A PREFERRED STOCK
RIGHTS, PRIVILEGES, PREFERENCES, LIMITATIONS AND RESTRICTIONS

AMENDMENT

The undersigned is a holder of the Series A Preferred Stock issued by Oasis
Oil Corporation ("Oasis"). For good and valuable consideration in hand paid, the
value and sufficiency of which is hereby acknowledged, the undersigned does
hereby agree that, on and as of and effective on December 31, 1996, (i)
Paragraph 3 of said Series A Preferred Stock entitled "Right to Call for
Redemption" shall be in its entirety, and it is hereby in its entirety,
stricken, eliminated, and removed from the rights, preferences, privileges,
limitations, and restrictions of said Series A Preferred Stock, (ii) the
undersigned surrenders and relinquishes any and all rights to call for
redemption, or to make any similar call for payment, of or for the Series A
Preferred Stock, and (iii) the undersigned covenants and agrees that he shall
never make any attempt to call or require redemption or payment of the Series A
Preferred Stock. As a result of this agreement, the undersigned recognizes and
understands that any redemption or payment of or for the principal or interest
of the Series A Preferred Stock remains wholly and exclusively within the
discretion, judgment, and decision of Oasis Oil Corporation.

_________________________________
Printed Name

_________________________________
Signature

_________________________________
Date

Exhibit 4.3

-40-

OASIS OIL CORPORATION

1996 STOCK OPTION PLAN

1. PURPOSE
The purpose of the Oasis Oil Corporation 1996 Stock Option Plan (the Plan)
is to further the interests of Oasis Oil Corporation (the Company) and its
Subsidiaries by encouraging and enabling selected officers, directors,
employees, consultants, and advisers upon whose judgment, initiative, and effort
the Company and its Subsidiaries rely for the successful conduct of their
business to acquire and retain a proprietary interest in the Company by
ownership of its stock through the exercise of stock options to be granted
hereunder. Options granted under this Plan are either options intending to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code or nonqualified stock options.

2. DEFINITIONS
Whenever used herein the following terms shall have the following
respective meanings:
(a) Board shall mean the Board of Directors of the Company.
(b) Code shall mean the Internal Revenue Code, as amended.
(c) Committee shall mean the Stock Option or Compensation Committee
appointed by the Board of Directors of the Company or, if no such committee has
been appointed, the Board of Directors of the Company.
(d) Common Stock shall mean the Company's Common Stock.
(e) Company shall mean Oasis Oil Corporation, a Nevada corporation.
(f) Employee shall mean, in connection with Incentive Options under
this Plan, only employees of the Company or any Subsidiary of the Company.
(g) Fair Market Value Per Share of the Company's Common Stock shall mean,
if the Company's Common Stock is publicly traded, (i) the Closing Price of the
Company's Common Stock on the date of the grant of the Option, or (ii) if such
Closing Price is not available, the mean between the highest and lowest quoted
selling prices of the Common Stock on the date of the grant of the Option or,
(iii) if such mean is not available, the mean between the bona fide bid and
asked prices of the Common Stock on the date of the grant of the Option. In any
situation not covered above, or if there were no sales of the Company's Common
Stock on the date of the grant of an Option, the Fair Market Value Per Share
shall be determined by the Committee in accordance with Section 20.2031-2 of the
Federal Estate Tax Regulations.
(h) Incentive Option shall mean an Option granted under the Plan which is
designated as and qualified as an incentive stock option within the meaning of
Section 422 of the Code.

Exhibit 4.4

-41-
<PAGE>
(i) Non-Qualified Option shall mean an Option granted under the Plan which
is designated as a non-qualified stock option.

(j) Option shall mean an Incentive Option, as defined in Section 2(h)
hereof, or a Non-Qualified Option, as defined in Section 2(i) hereof.

(k) Optionee shall mean any person who has been granted an Option to
purchase shares of Common Stock under the Plan.

(l) Parent Corporation shall have the meaning set forth in Section 424(e)
of the Code.

(m) Permanent Disability shall mean termination of employment with the
Company or any Subsidiary or Parent Corporation of the Company with the consent
of the Company or such Subsidiary or Parent by reason of permanent and total
disability within the meaning of Section 22(e)(3) of the Code.

(n) Plan shall mean the Oasis Oil Corporation 1996 Stock Option Plan, as
amended from time to time.

(o) Relationship shall mean that the Optionee is or has agreed to become an
officer, director, employee, consultant or adviser of the Company or any
Subsidiary or Parent Corporation of the Company.

(p) Subsidiary shall have the meaning set forth in Section 424(f) of the
Code.

3. ADMINISTRATION
(a) The Plan shall be administered either (i) by the Board, or (ii) in the
discretion of-the Board, by a Committee of at least two directors appointed by
the Board. The Board may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies.
(b) Any action of the Committee with respect to the administration of the
Plan shall be taken by majority vote or by written consent of a majority of its
members.
(c) Subject to the provisions of the Plan, the Committee shall have the
authority to construe and interpret the Plan, to define the terms used therein,
to determine the time or times an Option may be exercised and the number of
shares which may be exercised at any one time, to amend the terms of outstanding
options, including the excercisability thereof, to prescribe, amend and rescind
rules and regulations relating to the Plan, to approve and determine the
duration of leaves of absence which may be granted to participants without
constituting a termination of their employment for purposes of the Plan, and to
make all other determinations necessary or advisable for the administration of
the Plan. All determinations and interpretations made by the Committee shall be
conclusive and binding on all Employees and on their guardians, legal
representatives and beneficiaries.
(d) The Company will indemnify and hold harmless the members of the Board
and the Committee from and against any and all liabilities, costs and expenses
incurred by such persons as a result of any act, or omission to act, in
connection with the performance of such persons' duties, responsibilities and
obligations under the Plan, other than such liabilities, costs and expenses as
may result from the negligence, gross negligence, bad faith, willful misconduct
and/or criminal acts of such persons.

Exhibit 4.4

-42-
<PAGE>
4. NUMBER OF SHARES SUBJECT TO PLAN
The stock to be offered under the Plan shall consist of up to 600,000
shares of the Company's Common Stock. If any Option granted hereunder shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for purposes of this
Plan.

5. ELIGIBILITY AND PARTICIPATION
(a) Non-Qualified Options may be granted to any person who has a
Relationship with the Company, any of its Subsidiaries, or its Parent
Corporation. Incentive Options may be granted only to Employees. The Committee
shall determine the persons to whom Options shall be granted, the time or times
at which such Options shall be granted, the number of shares to be subject to
each Option and other terms of the Options. An Optionee who has been granted an
Option may, if he is otherwise eligible, be granted an additional Option or
Options if the Committee shall so determine. An Employee may be granted
Incentive Options or Non-Qualified Options or both under the Plan; provided,
however, that the grant of Incentive Options and Non-Qualified Options to an
Employee shall be the grant of separate Options and each Incentive Option and
each Non-Qualified Option shall be specifically designated as such.
(b) In no event shall the aggregate fair market value (determined as of the
time the Option is granted) of the shares with respect to which Incentive
Options (granted under the Plan or any other plans of the Company and any
Subsidiary or Parent Corporation of the Company) are exercisable for the first
time by an Optionee in any calendar year exceed $100,000.

6. PURCHASE PRICE
The purchase price of each share covered by each Incentive Option shall not
be less than 100% of the Fair Market Value Per Share of the Common Stock of the
Company on the date the Incentive Option is granted; provided, however, that if
at the time an Incentive Option is granted the Optionee owns or would be
considered to own by reason of Section 424(d) of the Code more than 10% of the
total combined voting power of all classes of stock of the Company or any
Subsidiary or Parent Corporation of the Company, the purchase price of the
shares covered by such Incentive Option shall not be less than 110% of the Fair
Market Value Per Share of the Common Stock on the date the Incentive Option is
granted.

7. DURATION OF OPTIONS
The expiration date of each Option and all rights thereunder shall be
determined by the Committee. In the event the Committee does not specify the
expiration date of an Option, the expiration date shall be 10 years from the
date on which the Option was granted, and shall be subject to earlier
termination as provided herein; provided, however, that if at the time an
Incentive Option is granted the Optionee owns or would be considered to own by
reason of Section 424(d) of the Code more than 10% of the total combined voting
power of all classes of stock of the Company or any Subsidiary or Parent
Corporation of the Company, such Incentive Option shall expire not more than 5
years from the date the Incentive Option is granted unless the Committee selects
an earlier date.

Exhibit 4.4

-43-
<PAGE>
8. EXERCISE OF OPTIONS
An Option shall be exercisable in installments or otherwise upon such terms
as the Committee shall in its discretion determine at the time the Option is
granted or upon subsequent amendment of the Option. An Optionee may purchase
less than the total number of shares for which the Option is exercisable,
provided that a partial exercise of an Option may not be for less than 50
shares, unless the exercise is during the final year of the Option, and shall
not include any fractional shares. As a condition to the exercise, in whole or
in part, of any Option, the Committee may in its sole discretion require the
Optionee to pay, in addition to the purchase price of the shares covered by the
Option, an amount equal to any federal, state and local taxes that the Committee
has determined are required to be paid in connection with the exercise of such
Option in order to enable the Company to claim a deduction or otherwise.
Furthermore, if any Optionee disposes of any shares of stock acquired by
exercise of an Incentive Option prior to the expiration of either of the holding
periods specified in Section 422(a)(1) of the Code, the Optionee shall pay to
the Company, or the Company shall have the right to withhold from any payments
to be made to the Optionee, an amount equal to any Federal, state and local
taxes that the Committee has determined are required to be paid in connection
with the exercise of such Option in order to enable the Company to claim a
deduction or otherwise.

9. METHOD OF EXERCISE
(a) To the extent that the right to purchase shares has accrued, Options
may be exercised from time to time by giving written notice to the Company
stating the number of shares with respect to which the Option is being
exercised. Payment of the purchase price for the number of shares being
purchased shall be made to the Company in such manner permitted by law as
determined by the Committee, which may include cash, check or delivery of shares
of Common Stock, or a combination thereof and, if applicable, any federal, state
or local taxes required to be paid in accordance with the provisions of section
8 hereof. The Company shall issue a separate certificate or certificates with
respect to each Option exercised by an Optionee.
(b) If payment is made with shares of Common Stock, the Optionee, or other
person entitled to exercise the Option, shall deliver to the Company
certificates representing the number of shares of Common Stock in payment for
the shares being purchased, duly endorsed for transfer to the Company. If
requested by the Committee, prior to the acceptance of such certificates in
payment for such shares, the Optionee, or any other person entitled to exercise
the Option, shall supply the Committee with a representation and warranty in
writing that he has good and marketable title to the shares represented by the
certificate(s), free and clear of all liens and encumbrances. The value of the
shares of Common Stock tendered in payment for the shares being purchased shall
be their Fair Market Value Per Share on the date of the Optionee's exercise.
(c) Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the shares for such period as may be required
for it to comply, with

Exhibit 4.4

-44-
<PAGE>
reasonable diligence, with any applicable listing requirements of any national
securities exchange or any federal, state or local law. If an Optionee, or other
person entitled to exercise an Option, fails to accept delivery of or fails to
pay for all or any portion of the shares requested in the notice of exercise,
upon tender of delivery thereof, the Committee shall have the right to terminate
his Option with respect to such shares.

10. NON-TRANSFERABILITY OF OPTIONS
No Option granted under the Plan shall be assignable or transferable by the
Optionee, either voluntarily or by operation of law, otherwise than by will or
the laws of descent and distribution, and shall be exercisable during his
lifetime only by the Optionee.

11. CONTINUANCE OF RELATIONSHIP
Nothing contained in the Plan or in any Option granted under the Plan shall
confer upon any Optionee any rights with respect to the continuation of his
Relationship with the Company or any Subsidiary or Parent Corporation of the
Company or interfere in any way with the right of the Company or any Subsidiary
or Parent Corporation of the Company at any time to terminate such Relationship
or to increase or decrease the compensation of the Optionee from the rate in
existence at the time of the grant of an Option.

12. TERMINATION OF EMPLOYMENT OTHER THAN BY DEATH OR PERMANENT
DISABILITY
Except as the Committee may determine otherwise with respect to any
particular Non-Qualified Option granted hereunder:
(a) If an Optionee ceases to have a Relationship for any reason other than
his death or Permanent Disability, any Options granted to him under the Plan
shall terminate three months from the date on which such Optionee terminates his
Relationship unless such Optionee has resumed or initiated a Relationship and
has a Relationship on such date. During such three-month period, the Optionee
may exercise any Option granted to him but only to the extent such Option was
exercisable on the date of termination of his Relationship and provided that
such Option has not expired or otherwise terminated as provided herein. A leave
of absence approved in writing by the Committee shall not be deemed a
termination of Relationship for purposes of this Section, but no Option may be
exercised during any such leave of absence, except during the first three months
thereof.
(b) For purposes hereof, termination of an Optionee's Relationship other
than by death or Permanent Disability shall be deemed to take place upon the
earliest to occur of the following: (i) the date of the Optionee's retirement
under the normal retirement policies of the Company, any Subsidiary of the
Company or Parent Corporation of the Company; (ii) the date of the Optionee's
retirement with the approval of the Committee because of disability other than
Permanent Disability; (iii) the date an Optionee receives notice or advice that
his employment or other Relationship is terminated; or (iv) the date an Optionee
ceases to render the services for which he was engaged or retained (absences for
temporary illness, emergencies and

Exhibit 4.4

-45-
<PAGE>
vacations or leaves of absence approved in writing by the Committee excepted).
The fact that the Optionee may receive payment from the Company, any Subsidiary
of the Company or Parent Corporation of the Company after termination for
vacation pay, for services rendered prior to termination, for salary in lieu of
notice, or for other benefits shall not affect the termination date.

13. DEATH OR PERMANENT DISABILITY OF OPTIONEE
Except as the Committee may determine otherwise with respect to any
Non-Qualified Options granted hereunder, if an Optionee shall die at a time when
he is in a Relationship or if the Optionee shall cease to have a Relationship by
reason of Permanent Disability, any Options granted to him under this Plan shall
terminate one year after the date of his death or termination of Relationship
due to Permanent Disability unless by its terms it shall expire before such date
or otherwise terminate as provided herein, and shall only be exercisable to the
extent that it would have been exercisable on the date of his death or his
termination due to Permanent Disability. In the case of death, the Option may be
exercised by the person or persons to whom the Optionee's rights under the
Option shall pass by will or by the laws of descent and distribution.

14. STOCK PURCHASE NOT FOR DISTRIBUTION
Each Optionee shall, by accepting the grant of an Option under the Plan,
represent and agree, for himself and his transferees by will or the laws of
descent and distribution, that all shares of stock purchased upon exercise of
the Option will be received and held without a view to distribution except as
may be permitted by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. After each notice of exercise of any portion
of an Option, if requested by the Committee, the person entitled to exercise the
Option must agree in writing that the shares of stock are being acquired in good
faith without a view to distribution.

15. PRIVILEGES OF STOCK OWNERSHIP
No person entitled to exercise any Option granted under the Plan shall have
any of the rights or privileges of a stockholder of the Company with respect to
any shares of Common Stock issuable upon exercise of such Option until such
person has become the holder of record of such shares. No adjustment shall be
made for dividends or distributions of rights in respect of such shares if the
record date is prior to the date on which such person becomes the holder of
record, except as provided in Section 16 hereof.

16. ADJUSTMENTS
(a) If the number of outstanding shares of Common Stock of the Company are
increased or decreased, or if such shares are exchanged for a different number
or kind of shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, or other similar transaction, the aggregate number of shares of Common
Stock subject to the Plan as provided in Section 4 hereof and the

Exhibit 4.4

-46-
<PAGE>
shares of Common Stock subject to issued and outstanding Options under the Plan
shall be appropriately and proportionately adjusted by the Committee. Any such
adjustment in the outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Option but
with an appropriate adjustment in the price for each share or other unit of any
security covered by the Option.
(b) Notwithstanding the provisions of subsection (a) of this Section, upon
the dissolution or liquidation of the Company or upon any reorganization, merger
or consolidation with one or more corporations as a result of which the Company
is not the surviving corporation, or upon a sale of substantially all the assets
of the Company or of more than 80% of the then outstanding stock of the Company
to another corporation or entity, the Plan and each outstanding Option shall
terminate; provided, however, that: (i) each Option for which no option has been
tendered by the surviving corporation in accordance with all of the terms of
provision (ii) immediately below shall become fully exercisable subject to the
provisions of Section 12 hereof thirty days before the effective date of such
dissolution, liquidation, merger, consolidation or sale of stock or assets in
which the Company is not the surviving corporation; or (ii) in its sole and
absolute discretion, the surviving or acquiring corporation may, but shall not
be obligated to, tender to any Optionee holding an Option an option or options
to purchase shares of the surviving corporation or acquiring corporation, and
such new option or options shall contain such terms and provisions as shall be
required substantially to preserve the rights and benefits of any Option then
outstanding under this Plan.
(c) Adjustments under this Section shall be made by the Committee whose
determination as to what adjustments shall be made and the extent thereof shall
be final, binding, and conclusive. No fractional shares of stock shall be issued
under this Plan or in connection with any such adjustment.

17. AMENDMENT AND TERMINATION OF PLAN
(a) The Board may from time to time, with respect to any shares at the time
not subject to Options, suspend or terminate the Plan or amend or revise the
terms of the Plan; provided, however, that any amendment of the Plan shall be
approved by the shareholders of the Company if the amendment (i) increases the
number of shares of Common Stock which may be issued under the Plan, except as
permitted under the provisions of Section 16 hereof, or (ii) changes the
description of persons eligible to receive Incentive Options under the Plan.
(b) No amendment, suspension, or termination of the Plan shall, without the
consent of the Optionee, alter or impair any rights or obligations under any
Option theretofore granted to such Optionee under the Plan.
(c) The terms and conditions of any Option granted to an Optionee under the
Plan may be modified or amended only by a written agreement executed by the
Optionee and the Company; provided, however, that if any amendment or
modification of an Incentive Option would constitute a modification, extension
or renewal within the meaning of Section 425(h) of the Code, such amendment
shall be null and void unless the amendment contains an acknowledgment thereof
by the parties substantially in the following form: The parties hereto recognize
and agree that this amendment constitutes a modification, extension, or renewal

Exhibit 4.4

-47-
<PAGE>
within the meaning of Section 425(h) of the Internal Revenue Code of the Option
which was granted by the Company to the Optionee on (insert appropriate date).

18. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon adoption by the Board of Directors of
the Company and approval by the Company's shareholders; provided, however, prior
to approval of the Plan by the shareholders of the Company but after adoption by
the Board of Directors, Options may be granted under the Plan subject to
obtaining the shareholders' approval of the adoption of the Plan.
Notwithstanding the foregoing, the approval of this Plan by the shareholders of
the Company must occur no later than twelve months after the date of the
adoption of this Plan by the Board of Directors of the Company.

19. TERM OF PLAN
No Option shall be granted under or pursuant to this Plan after ten years
from the earlier of the date of adoption of the Plan by the Board of Directors
of the Company or the date of approval of the Plan by the Company's
shareholders.

20. DATES OF ADOPTION
The date of adoption of this Plan by the Board of Directors of the Company
was November 1, 1996. The date of the approval of this Plan by the shareholders
of the Company by written consent was November 1, 1996. Accordingly, pursuant to
Section 19 immediately above, this Plan expires and no Options may be granted
hereunder after October 31, 2006.

END OF 1996 STOCK OPTION PLAN

Exhibit 4.4

-48-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): OCTOBER 1, 1996

VIDA MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

0-5833 94-1713830
(Commission File Number) (IRS Employer Identification Number)

350 CAMBRIDGE AVENUE, SUITE 150, PALO ALTO, CA 94306
(Address of principal executive offices) (Zip Code)

Registrant's Telephone number, including area code: 415-322-8498

NOT APPLICABLE
(Former name or former address, if changed since last report)

Exhibit Index: Agreement and Plan of Reorganization by and between
Vida Medical Systems, Inc., a Nevada corporation, and
Oasis Oil Corporation, a Nevada corporation

Exhibit 16.1

-49-
<PAGE>
ITEM 5: OTHER EVENTS

As of October 1, 1996, Vida Medical Systems, Inc., acquired all of the
issued and outstanding capital stock of Oasis Oil Corporation, a privately-held
Nevada corporation with its headquarters located at 1800 St. James Place, Suite
101, Houston, Texas. Oasis Oil Corporation conducts oil gathering and marketing
operations in South Texas. Immediately prior to that acquisition, Vida Medical
Systems, Inc., (i) issued to five existing shareholders in a transaction not
involving any public offering an additional 1,478,280 shares of its common stock
at the cash price of $0.001 per share so that, at the effective time of the
acquisition, Vida Medical Systems, Inc., had a total of 15,846,545 shares of its
common stock outstanding, and (ii) by the written consent of the shareholders of
Vida Medical Systems, Inc., holding in excess of a majority of outstanding
shares thereof, all of the issued and outstanding common stock of Vida Medical
Systems, Inc., was subjected to a reverse stock split of 13.2054541 shares into
one share so that, prior to the acquisition, Vida Medical Systems, Inc., had
outstanding a total of 1,2000,000 shares of its common stock of Oasis Oil
Corporation, in a transaction not involving any public offering, Vida Medical
Systems, Inc., issued to the existing approximately 23 shareholders of Oasis Oil
Corporation a total of 4,8000,000 shares of the common stock of Vida Medical
Systems, Inc. At the conclusion of the acquisition, (i) Vida Medical Systems,
Inc., had issued and outstanding a total of 6,000,000 shares of its common stock
and the former shareholders of Oasis Oil Corporation as a group held 80%
thereof, and (ii) Oasis Oil Corporation was a wholly-owned subsidiary of Vida
Medical Systems, Inc. After the acquisition (i) a Board of Directors of seven
persons was established for Vida Medical Systems, Inc., of which six members
were former shareholders of Oasis Oil corporation, (ii) Mr. Arlie Beane, the
President of Oasis Oil Corporation, was elected as the President and Treasurer
of Vida Medical Systems, Inc., (iii) Oasis Oil Corporation was renamed Oasis
Transportation and Marketing Corporation, and Vida Medical Systems, Inc. was
renamed Oasis Oil Corporation.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

As of October 1, 1996 VIDA MEDICAL SYSTEMS, INC.

By_________________________
James Hagan, as President

Exhibit 16.1

-50-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): FEBRUARY 15, 1997

OASIS OIL CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

0-5833 94-1713830
(Commission File Number) (IRS Employer Identification Number)

1800 ST. JAMES PLACE, SUITE 101, HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)

Registrant's Telephone number, including area code: 713-627-8875

VIDA MEDICAL SYSTEMS, INC 350 CAMBRIDGE AVENUE, SUITE 150,
PALO ALTO, CA 94306
(Former name or former address, if changed since last report)

Exhibit 16.1

-51-

Item 1 Changes in Control of Registrant

Inapplicable

Item 2 Acquisition or Disposition of Assets

Inapplicable

Item 3 Bankruptcy or Receivership

Inapplicable

Item 4 Changes in Registrant's Certifying Accountant

The Company has engaged BDO Seidman, LLP as its independent
accountants as of February 15, 1997. BDO Seidman, LLP will be
conducting an audit of Oasis Oil Corporation for the period of
March 1995 through December 1996.

Item 5 Other Events

Inapplicable

Item 6 Resignations of Registrant's Directors

Inapplicable

Item 7 Financial Statements and Exhibits

Inapplicable

Item 8 Change in Fiscal Year

Inapplicable

Exhibit 16.2

-52-
<PAGE>
SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

As of Febuary 15, 1997 OASIS OIL CORPORATION

By______________________
C. A. Beane, President

Exhibit 16.2

-53-

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FINANCIAL STATEMENTS AT YEAR END DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 134,045
<SECURITIES> 0
<RECEIVABLES> 1,522,364
<ALLOWANCES> 0
<INVENTORY> 32,806
<CURRENT-ASSETS> 1,748,154
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0
404,940
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