HOUSTON OPERATING CO
10SB12G/A, EX-10.3, 2000-09-27
BUSINESS SERVICES, NEC
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                                                  UNITED STATES DISTRICT COURT
                                                  SOUTHERN DISTRICT OF TEXAS
                                                       ENTERED
                                                  APR 25 1990
                                                  JESSE E. CLARK, CLERK
                                                  BY DEPUTY  /S/

                     IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE SOUTHERN DISTRICT OF TEXAS
                                HOUSTON DIVISION

IN RE:                        ss.
                              ss.
CAMBRIDGE OIL COMPANY,        ss.       CASE NO. 88-01859-H5-11
                              ss.            (CHAPTER 11)
     DEBTOR                   ss.


                            ORDER CONFIRMING DEBTOR'S
                             PLAN OF REORGANIZATION

     At Houston in said District came on for hearing Confirmation of the Plan of
Reorganization of Cambridge Oil Company, Debtor-in-possession,  and Normandy Oil
and Gas  Company,  Inc.,  and its wholly  owned  subsidiary,  Houston  Operating
Company,  Successor to the Debtor under the Plan,  filed on September  1989 (the
"Plan") together with the Disclosure Statement  thereto  previously  approved by
this Court, after hearing on Notice, having been transmitted to all creditors as
evidenced by the Certificate of Service dated April 2, 1990; and

     It having been determined, after hearing that:

     the Plan has been accepted by at: least  two-thirds in amount and more than
one-half in number of: the allowed claims impaired by the Plan; and

     the Plan has been accepted by the creditors whose acceptance is required by
law; and

     the provision of Chapter 11 of the Bankruptcy Code have been complied with;
that the Plan has been proposed in good faith not by any means forbidden by law;
and

     the Plan is fair, equitable and feasible; and

     all payments made or promised by Debtor under the Plan for


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<PAGE>

services  of for costs and  expenses  in, or in  connection  with,  the Plan and
incident to the case,  have been fully disclosed to the Court and are reasonable
or, if to be fixed  after  confirmation  of the  Plan,  will be  subject  to the
approval of the Court; and

     due notice of confirmation  hearing was given to the Debtor,  the creditors
and all other parties in interest; it is therefore

     ORDERED that Debtor's Plan of  Reorganization  is hereby  confirmed;  it is
further

     ORDERED that the Debtor pay to the United  States  Trustee the  appropriate
sum required  pursuant to 28 U.S.C.  ss.1930(a)(6)  on the effective date of the
Plan and provide to the United States Trustee an appropriate affidavit including
all disbursements for the relevant period(s); and

     the  provisions  of said Plan shall be binding upon the Debtor and upon all
creditors  whether  or not  such  creditors  are  affected  by the  Plan or have
accepted it or have filed  proofs of claims and whether or not their claims have
been scheduled or allowed or are allowable; and

     subject to the further  directions of the Court,  the Debtor is directed to
comply  with the  provisions  of the Plan and to take  all  steps  necessary  to
consummate  said Plan,  and all  creditors  all parties in  interest  herein are
directed to take all action required for the consummation of said Plan; and

     all  creditors  of  the  Debtor,   the  persons   participating   in  these
proceedings,  and  all  other  persons,  are  hereby  permanently  enjoined  and
restrained from doing any act or taking any action  interfering  with or tending
to interfere with these proceedings

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<PAGE>
or with the enforcement or carrying out of the terms and provisions of the Plan,
or with the Orders of this Court relative thereto,  or from asserting,  contrary
to the  provisions of said Plan and of the  Bankruptcy  Code,  any right,  title
interest or claim, including the commencement or prosecution of any action, suit
or proceeding appropriate under the Bankruptcy Code, and such review, if any, in
an appropriate  appellate  court of the United States as may be provided by law;
and

     the property retained by Debtor under  that Plan shall be free and clear of
all claims of  creditors,  whether or not such claims are  provable  and whether
secured or unsecured,  liquidated or unliquidated,  fixed or contingent,  except
such claims as are otherwise expressly provided for in the Plan; and

     all claims for payment of  administrative  expense  incurred to the date of
hearing on the  confirmation  of the Plan  shall be filed not later than  thirty
(30) days from the date of this Order; and

          This Court reserves jurisdiction:

     (a) to entertain such further  proceedings  and to take such further action
as may be necessary and  appropriate in connection with these  proceedings,  the
Plan, the transaction  incident thereto,  and the consummation  thereof, or with
this Order or any further Order of this Court;

     (b) over all matters not as yet  determined  as to which  jurisdiction  was
reserved in any Order previously made and entered by this Court;


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<PAGE>


     (c) over the assets  dealt with in the Plan and over any and all persons to
whom such assets may be transferred or by whom such assets may be retained, over
all parties in interest to these proceedings, for the purpose of determining any
claims asserted against the Debtor;

     (d) over all matters as to which  jurisdiction  is reserved to the Court by
the Plan or by the Bankruptcy Code; and

     (e) to make from time to time such orders amplifying,  extending, limiting,
or otherwise modifying this Order as the Court may deem proper.


        Dated 4-19, 1990

                                             /s/Karen K. Brown
                                             Karen Brown
                                             United States Bankruptcy Judge




A:10268/D18-0A.8





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