SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 31, 1999
Date of Report (Date of earliest event reported)
GULFWEST OIL COMPANY
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
1-12108 87-0444770
(Commission File Number) (IRS Employer
Identification Number)
397 N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060
(Address of principal executive offices)
Registrant's telephone number, including area code: (281) 820-1919
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
Effective December 31, 1999, GulfWest Oil Company ("GulfWest" or the
"Company") purchased from Pozo Resources, Inc. ("Pozo") all of Pozo's interests
in oil and gas leases, wells and equipment in Adams, Arapaho Elbert and Weld
Counties, Colorado, and Gregg and Palo Pinto Counties, Texas. Pursuant to a
purchase and sale agreement, GulfWest assumed $6.5 million of long-term debt and
issued Pozo $4 million of GulfWest Preferred Stock, par value $.01 and
liquidation value $500 per share, convertible after 3 years to 500,000 shares of
GulfWest Common Stock for a total purchase price of $10.5 million.
Pozo's interests in the properties average 73% working interest and 55% net
revenue interest. The properties have proved natural gas (70%) and oil (30%)
reserves estimated at 14.6 billion cubic feet of natural gas equivalent, net to
the acquired interests. The leases include 54 producing wells and an estimated
50,000 acres for development with 15 drilling locations and 12 workover
locations currently identified.
Management of the Company negotiated the purchase price based upon a report
provided by an independent engineering firm.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
It is impracticable to provide the required financial
statements at this time. Such statements will be filed under
cover of Form 8 no later than March 10, 2000.
(b) Pro Forma Financial Information
Pro forma information will also be filed under cover of
Form 8 no later than March 10, 2000.
(c) Exhibits
2.1 Purchase and Sale Agreement by and between Pozo
Resources, Inc. and GulfWest Oil Company,dated
December 31, 1999.
2
<PAGE>
Exhibit 2.1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE Agreement ("Agreement") is entered into and is to be
effective the 31st day of December, 1999, between POZO RESOURCES, INC., a Texas
corporation, with offices located at 952 Echo Lane, Suite 335, Houston, Texas,
77024, herein referred to as "SELLER" and GULFWEST OIL COMPANY, a Texas
corporation, or a wholly owned subsidiary, with offices located at 397 N. Sam
Houston Pkwy. East, Suite 375, Houston, Texas 77060, herein referred to as
"PURCHASER", with SELLER and PURCHASER being sometimes collectively referred to
herein as the "PARTIES" or individually as a "PARTY".
RECITALS:
A. SELLER owns the properties described and defined in Exhibit "A",
attached hereto and hereinafter referred to as the "Property".
B. The PARTIES hereto have agreed that subject to the exclusions and
conditions set forth herein and in the Assignment, and upon approval by the
Board of Directors of the PARTIES, SELLER shall sell and convey, and PURCHASER
shall purchase and receive, all of SELLER's right, title and interest in and to
the Property.
WITNESSETH:
IN CONSIDERATION OF the covenants, obligations, and agreements of the
PARTIES set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the PARTIES, for themselves
and their respective successors and assigns, covenant, and agree as follows:
ARTICLE I
SALE AND PURCHASE OF INTERESTS
Section 1.01. Agreement to Sell; Purchase Price.
Subject to the terms and conditions of this Agreement, SELLER shall sell
and convey, and PURCHASER shall purchase and receive all of SELLER's interests
in and to the oil, gas and mineral leases, wells, and related equipment as set
out and described in Exhibit "A", attached hereto and made a part hereof for all
purposes, for the total purchase price of $10,500,000.00. This total purchase
price will consist of $6,500,000.00 of debt (comprised of the assumption of a
$6,257,403.30 mortgage note payable to Compass Bank and the balance of
$242,596.70 payable to Pozo Resources, Inc.) and $4,000,000 of GulfWest
Convertible Preferred Stock (8,000 shares with a par value of $.01 and a
liquidation value of $500.00 per share). The Preferred Stock will be convertible
to 500,000 shares of GulfWest Common Stock based upon the aggregate liquidation
value of the Preferred Stock of $4,000,000.00 divided by $8.00 per share of
Common Stock.
3
<PAGE>
Section 1.02. Conveyance and Reservation of Title.
The Property shall be assigned and conveyed by SELLER to PURCHASER by
delivery of an Assignment (the "Assignment") in the form set forth in Exhibit B,
attached hereto and made a part hereof for all purposes, which assignment shall
be effective December 31, 1999, (the "Effective Date").
Section 1.03. Ownership of Properties.
SELLER shall be entitled to all rights of ownership in the Property (and
shall be subject to the duties and liabilities of such ownership) attributable
to the Property prior to the Effective Date of this Agreement. PURCHASER shall
be entitled to all rights of ownership in the Property (and shall be subject to
the duties and liabilities of such ownership) attributable to the Property from
and after the Effective Date, including oil in the tanks at 11:59 P.M. local
time on the Effective Date.
ARTICLE II
TITLE MATTERS
Section 2.01. Assignment of Properties.
The Assignment shall be made and evidenced by delivery to PURCHASER of duly
executed and acknowledged Assignment which shall be in such form as to permit
their recordation in the appropriate county. Except as otherwise provided
herein, title to SELLER's interest in and to the oil and gas leases, wells and
surface equipment located thereon which are described in Exhibit "A" and other
exhibits to this Agreement are to be conveyed by SELLER with warranty of title
and special warranty covenants, and indemnities expressly agreed to as set forth
herein, to PURCHASER against all persons whomsoever lawfully claiming or to
claim the same or any part thereof, by, through or under it, but not otherwise.
The Working Interest to be conveyed shall not be greater than nor the Net
Revenue Interest to be conveyed less than as described in Exhibit "A". If
differences exist, PURCHASER shall proportionately reduce the Purchase Price
based upon the allocated value of the Net Revenue Interest actually conveyed by
SELLER.
Section 2.02. Assignment of Personal Property.
The sale of the Personal Property (as such term is defined in the
Assignment) is to be made without warranty, except for the special warranties,
covenants, and representations expressly agreed to by SELLER and PURCHASER
herein. Notwithstanding the above, SELLER represents that all equipment conveyed
and transferred pursuant to this Agreement shall be in good working order.
4
<PAGE>
Section 2.03. Indemnity.
(a) Definitions. For purposes of this Agreement, the following terms shall
have the meanings set out below:
(i) "Claims" means any and all claims, costs, losses, damages and expenses
of any nature whatever, including without limitation, any and all pending,
asserted, threatened, and/or final claims, demands, suits or actions (including
without limitation any and all state, federal, and/or municipal, judgment,
and/or other suits, hearings, and/or actions, and any appeals therefrom, and any
rehearings, trials de nova, and/or new trials in whole or in part thereof),
judgments, orders, rulings, decrees, awards, costs, expenses, attorneys' fees,
court costs, costs and fees of witnesses of any type, costs of investigation,
settlements, causes of action, costs of discovery and depositions, costs of any
bonds (to the extent required under applicable rules and law governing the
filing and/or appeal of any suit or action, or to the extent necessary to
release a lien or garnishment on, or sequestration on any Property), and any
civil and/or criminal penalties or assessments.
(ii) "Covered Events" means any and all Claims which arise out of or in
connection with, or are occasioned directly or indirectly by (a) the use,
ownership, operation, maintenance, repair, handling, resale, occupancy,
disposal, and/or abandonment of the Property assigned and/or sold under this
Agreement, (b) any injuries to persons or damages to or loss of Property in
connection with the use, ownership, operation, maintenance, repair, handling,
resale, occupancy, disposal, and/or abandonment of the Property assigned and/or
sold under this Agreement, (c) the violation or non-compliance with any
applicable laws, rules, orders, and/or regulations (including without
limitation, those relating to the environment) relating to the use, ownership,
operation, maintenance, repair, handling, resale, occupancy, disposal, and/or
abandonment of the Property assigned and/or sold hereunder, and/or (d) the
breach by any PARTY of the covenants, obligations, and/or warranties of such
PARTY under this Agreement or the documents and instruments required to be
delivered upon the Closing, or under the leases, unit agreements, operating
agreements, permits, easements, rights-of-way, licenses, surface leases, gas
contracts, processing agreements, and other contracts and agreements to which
all or any part of the Property may be subject or to which such PARTY may be
bound.
Section 2.04. Indemnity by SELLER.
SELLER covenants and agrees to, and shall, indemnify, defend, and hold
PURCHASER (and its successors, assigns, attorneys, representatives, agents,
officers, and employees) harmless from and against any and all Covered Events
arising before the Effective Date. For purposes of the preceding sentence, a
Covered Event "arises" on the date when the first fact, condition, conduct, act,
or omission constituting the basis for such Covered Event occurred or took
place, rather than upon the date on which a Claim respecting such Covered Event
was asserted or became payable.
5
<PAGE>
Section 2.05. Liens and Encumbrances.
As of the Closing Date, SELLER represents that the Property is free and
clear of all liens, encumbrances, and defects other than the first mortgage at
Compass Bank as previously communicated by SELLER to PURCHASER.
Section 2.06. Preferential Rights.
SELLER shall obtain and deliver to PURCHASER no later than 15 days before
the Closing Date, waivers of all preferential rights to purchase all or any part
of the Property, if any, and all consents of third parties, if any, necessary to
complete the contemplated transfer of the Property.
Section 2.07. Title Defects.
As a condition precedent to PURCHASER's obligation to purchase under this
Agreement, title to the Property shall, as of the Closing Date, be good and
marketable, and free and clear of any and all title defects, mortgages (except
as expressly noted in Section 2.05), liens, security interests, encumbrances,
encroachments, claims or requirements ("title defects") prior to the Closing
Date as hereinafter defined in Section 6.01.
ARTICLE III
ACCESS TO DATA AND INFORMATION
Section 3.01. Access of PURCHASER.
As a public company, PURCHASER has a reporting requirement to the
Securities and Exchange Commission ("SEC") based upon the accounting data for
the Property for the two (2) calendar years prior to the Closing Date. Upon the
request of PURCHASER, SELLER shall provide PURCHASER this required information
before the Closing Date. SELLER shall continue to provide PURCHASER full access
to SELLER's books, records, files, and other pertinent data relating to the
Property, including the aforementioned accounting data, and shall make available
to PURCHASER all documents, data, and information whatsoever relating to the
Property, including, without limitation, all books, records, files, reports,
studies, logs, summaries, and other data and information in the possession of
SELLER. To the extent SELLER does not have possession of any of the documents,
instruments, data, or information needed by PURCHASER, SELLER shall use its best
efforts to obtain same from any operator or other person(s) in possession
thereof.
Section 3.02. Third Party Reserve Report.
The PURCHASER is required to have a third party engineering and evaluation
report prepared using SEC guidelines. It is necessary as a condition of Closing
6
<PAGE>
that this report reflect the proven reserves, Net Revenue Interest, and economic
value as set forth in Exhibit "B", which report must be approved by PURCHASER in
its sole discretion. PURCHASER will be responsible for all costs of this report.
PURCHASER prior to the Closing Date shall obtain this report. SELLER shall make
every effort to assist PURCHASER in the compilation of data used for this
report.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
Section 4.01. Representations, Warranties and Additional Covenants of SELLER.
SELLER represents, warrants, and covenants to and for the benefit of
PURCHASER that:
(a) This Agreement has been duly executed and delivered on its behalf and
constitutes the binding and legal obligation of SELLER, and at the Closing Date
all documents and instruments required hereunder to be executed and delivered by
it shall have been duly executed and delivered and shall constitute the binding
legal obligation of SELLER.
(b) No suit, action, other proceeding, or claim is, or at and as of the
Closing Date shall be, pending, asserted, anticipated, or threatened before any
court, arbitrator, or governmental agency seeking to restrain or prohibit or
declare illegal, or seeking damages in connection with or related in any manner
regarding the Property.
(c) SELLER will have on both the Effective Date and Closing Date a good and
legal right to sell and convey the Property to PURCHASER; further SELLER is in
good standing with all government agencies with jurisdiction over the Property.
(d) All due and payable taxes and assessments (including applicable
penalties and interest based upon or measured by the ownership of Property or
the production of hydrocarbons or the receipt of proceeds therefrom) will have
been paid in full on the Closing Date.
(e) SELLER is not required to deliver oil or gas at some future time
without receiving full payment therefore. No person or entity shall have any
call upon, option to purchase or similar rights with respect to any portion of
the production from the Property.
(f) From the date hereof until the Closing Date, SELLER will not enter into
any new agreements or commitments with respect to the Property, will not incur
any obligations or liabilities other than for normal operating expenses with
respect to the Property, will not abandon, or consent to abandonment of, any
producing or shut-in well located on the Property nor release or abandon all or
any portion of any of the Property, will not modify or terminate any of the
agreements, licenses, leases, or permits relating to the Property, and will not
encumber, sell or otherwise dispose of the Property other than personal property
which is replaced by equivalent property or consumed in the ordinary course of
operation of the Property.
7
<PAGE>
(g) To the best of SELLER's knowledge, all valid laws, regulations and
orders of all governmental entities or persons having jurisdiction over the
Property will have been complied with prior to the Closing Date to the
satisfaction of PURCHASER.
(h) To the best of SELLER's knowledge and belief it has made available to
PURCHASER for inspection and copying copies of all contracts and agreements in
its possession affecting or pertaining to the Property.
(i) Since the Effective Date through the Closing Date, SELLER has paid or
caused to be paid all debts and liabilities of any character incurred in the
operation, maintenance, and development of the Property. SELLER has caused all
rentals, royalties, and other payments payable under the leases, surface leases,
and other contracts and agreements pertaining to the Property to be properly and
timely paid.
(j) From the Effective Date until the Closing Date, SELLER represents to
PURCHASER that it shall operate the Property as a prudent operator and shall
take no action, which would reduce or otherwise diminish the market value of the
Property.
Section 4.02. PURCHASER's Representations and Warranties.
PURCHASER represents to and for the benefit of SELLER that:
(a) the execution, delivery, and performance of this Agreement and the
transactions contemplated hereby have been duly and validly authorized by all
requisite action on the part of PURCHASER.
(b) this Agreement has been duly executed and delivered on behalf of
PURCHASER, and on the Closing Date all documents and instruments required to be
executed and delivered hereunder by PURCHASER shall have been duly executed and
delivered.
Section 4.03. Confidentiality.
After the Closing Date, SELLER shall maintain confidentiality regarding
this Agreement and shall not disclose, other than to its employees, directors,
shareholders, affiliates, attorneys, agents, consultants, financial
institutions, and as required by court order, applicable law or regulations, or
for purposes of the preparation of SELLER's tax returns, information regarding
the foregoing except for announcements of the fact of sale and the PURCHASER
thereof (but not specific details on the terms of such sale), or except with the
prior written consent of PURCHASER, which consent shall not be unreasonably
withheld.
8
<PAGE>
Section 4.04. Warranties and Representations at Closing.
Except or otherwise provided for in Section 9.06, SELLER and PURCHASER
represent and warrant for a period from the Closing Date through the expiration
of forty eight (48) calendar months thereafter, the representations and
warranties of the PARTIES contained in Sections 4.01 and 4.02 were true at and
as of the Closing Date.
ARTICLE V
CONDITIONS PRECEDENT TO THE CLOSING
Section 5.01. Conditions Precedent to SELLER's Obligation to Close.
SELLER shall be obligated to consummate the sale of the Property on the
Closing Date provided the following conditions precedent have been satisfied, or
if not satisfied, have been waived in writing by SELLER:
(a) All representations and warranties of PURCHASER contained in this
Agreement shall be true and correct in all material respects as of the Closing
Date.
(b) PURCHASER in all material respects shall have complied with this
Agreement on or prior to the Closing Date.
Section 5.02. Conditions Precedent to PURCHASER's Obligation to Close.
PURCHASER shall be obligated to consummate the purchase of the Property as
contemplated by this Agreement on the Closing Date, provided the following
conditions precedent shall have been satisfied, or, if not satisfied, shall have
been waived in writing by PURCHASER:
(a) All representations and warranties of SELLER contained in this
Agreement shall be true and correct in all material respects as of the Closing
Date.
(b) SELLER in all material respects shall be in compliance with the terms
and provisions of this Agreement as of the Closing Date.
(c) The conveyance of the Property from SELLER to PURCHASER will not
violate any laws or Agreements applicable to or affecting the Property; and
PURCHASER, upon consummation of the purchase of the Property will succeed to the
interest of SELLER in and to the Property.
9
<PAGE>
(d) From the Effective Date through the Closing Date there shall have been
no material and adverse change in the condition or market value of the Property.
(e) SELLER has obtained and demonstrated satisfactorily to PURCHASER, in
its sole discretion, the release price and terms and conditions for the release
from any indebtedness secured by the Property.
ARTICLE VI
Closing
Section 6.01. Closing.
The purchase and sale of the Property shall be consummated (hereinafter
referred to either as the "Closing" or "Closing Date") upon obtaining the
required approvals, if any, of Compass Bank and completion of the actions below.
At the Closing, the following shall occur:
(a) SELLER shall execute, acknowledge, and deliver to PURCHASER three (3)
original Assignments in proper and recordable form.
(b) SELLER shall deliver to PURCHASER evidence satisfactory to PURCHASER's
attorneys that all title defects identified by PURCHASER and its attorneys or
SELLER and its attorneys or other third persons, have been cured, or provision
for their cure satisfactory to PURCHASER has been made.
(c) SELLER shall deliver to PURCHASER the originals of all oil, gas and
mineral leases and well files, surface leases, documents, agreements,
instruments, contracts, unit agreements, data, and information respecting the
Property which are required to be made available to PURCHASER under other
provisions of this Agreement.
(d) SELLER and PURCHASER shall deliver to the other duly executed,
acknowledged, sworn, and/or certified originals of the following:
(i) Consents and resolutions of their respective Boards of Directors,
dated as of the Closing Date, authorizing each PARTY's officers
to enter into and consummate this Agreement.
(ii) A certificate from the corporate secretary of each PARTY dated
as of the Closing Date certifying the authority and signatures
of the officers empowered to execute this Agreement and related
documents and instruments, and certifying that the articles of
incorporation and by-laws attached to such certificates are true
and correct and that there exist no amendments thereto except as
attached, and certifying this Agreement and related documents
and instruments to constitute the binding and legal obligation of
such PARTY.
10
<PAGE>
(iii)A copy of the articles of incorporation or organization and
amendments thereto of each PARTY certified by the Secretary of
State of the State in which each PARTY is incorporated on the
Closing Date.
(iv) Certificates of existence and good standing from the Secretary
of State of each State in which each PARTY is incorporated,
on the Closing Date.
(e) At the Closing, and thereafter as may be necessary, the PARTIES hereto
shall execute, acknowledge and deliver such other instruments and shall take
such other action as may be necessary to carry out their respective obligations
under this Agreement. Simultaneously with the consummation of this transaction,
SELLER shall deliver to PURCHASER full possession of the Property.
Section 6.02. Letters in Lieu.
At the Closing, SELLER and PURCHASER shall each execute and deliver to the
other documents necessary or appropriate to effect a change in ownership,
including Letters in Lieu of Division Orders in a form satisfactory to SELLER
and PURCHASER which shall identify the Property by the appropriate well, lease,
tract, or property numbers used by the purchaser of production to identify the
Property, and will cause the same to be delivered to each purchaser of
production from the Property, instructing such purchaser to make all future
payments directly to PURCHASER or its designated agent.
ARTICLE VII
TERMINATION
In the event the purchase and sale is not consummated and/or this Agreement
is terminated in accordance with its terms prior to Closing, PURCHASER shall
return all books, records, maps, files, papers, and other Property in
PURCHASER's possession relating to the Property belonging to SELLER.
11
<PAGE>
ARTICLE VIII
ENVIRONMENTAL PROTECTION
Section 8.01 Permits, Licenses & Notices.
SELLER has obtained all environmental permits, licenses and other
authorizations required by federal, state and other governmental bodies to
conduct oil and gas operations, including waste disposal. Further, SELLER has
filed all notices required by such governmental bodies to dispose of any oil and
gas wastes and other hazardous wastes produced from the PROPERTY.
Section 8.02 Environmental Liability.
SELLER shall be solely responsible for compliance with all environmental
laws and regulations pertaining to oil and gas operations conducted on the
PROPERTY prior to the Closing Date. Any penalties assessed PURCHASER which are
related to operations conducted on the PROPERTY prior to the Closing Date shall
be paid by SELLER. PURCHASER shall be solely responsible for compliance with all
environmental laws and regulations pertaining to oil and gas operations
conducted on the PROPERTY on and after the Closing Date and any penalties
assessed PURCHASER by any governmental entity for operations conducted on and
after the Closing Date shall be paid by PURCHASER.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Further Assurances.
From time to time, (whether at or after the Closing) and without further
consideration, the PARTIES as appropriate, shall execute and deliver or cause to
be delivered such further instruments of conveyance, security, assignment and
transfer, including but not limited to, assignments, bills of sale, transfer and
division orders,mortgages and financing statements and take such other
action as may reasonably be requested in order to more effectively or
completely convey and secure the Property.
12
<PAGE>
Section 9.02. Notices.
All communications required or permitted under this Agreement shall be in
writing and any communication or delivery hereunder shall be deemed to have been
duly made if actually delivered, or if mailed by certified mail, postage
prepaid, addressed to SELLER and to PURCHASER at the addresses set forth above.
Any PARTY may, by written notice so delivered to the other, change the address
to which delivery shall thereafter be made.
Section 9.03. Entire Agreement.
This instrument states the entire Agreement among the PARTIES hereto with
respect to the subject matter hereof and may be supplemented, altered, amended,
modified or revoked by writing only, if signed by all of the PARTIES.
Section 9.04. Headings.
The title and headings that appear in this Agreement have been included
solely for ease of reference and shall not be considered in the interpretation
or construction of this Agreement.
Section 9.05. Exhibits.
Wherever a reference to an Exhibit appears in this Agreement, that Exhibit
is incorporated by reference as if fully set out herein.
Section 9.06. Survival.
The covenants, indemnities, and obligations of the PARTIES shall survive
the Closing and not be merged in, impaired, or abrogated by the consummation of
such Closing or the delivery of any documents or instruments on such Closing.
Section 9.07. No Third Party Beneficiaries.
Nothing in this Agreement shall entitle any party other than PURCHASER and
SELLER and their respective successors and assigns to any claim, cause of
action, remedy or right of any kind.
13
<PAGE>
Section 9.08. Governing Law.
The law of the State of Texas shall govern this Agreement. The PARTIES
agree that any legal action brought by either PARTY to enforce any right or
seeking any remedy under this Agreement at law or equity or under any statute
shall be exclusively brought in the courts located in Harris County, Texas or in
the United States District Court for the Southern District of Texas, as
appropriate. The PARTIES agree to waive any claim that personal jurisdiction is
improper and agree to stipulate that venue is proper in any of said courts.
Section 9.09. Partial Invalidity.
If one or more of the provisions contained in this Agreement shall be held
invalid, illegal or unenforceable in any respect, such invalidity shall not
affect any other provision of this Agreement and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision or provisions
had never been contained herein unless the deletion of such provision or
provisions would result in such a material change as to cause completion of the
transaction contemplated hereby to be unreasonable.
Section 9.10. Expense of this Agreement.
Unless otherwise specified in this Agreement, each PARTY shall be solely
responsible for all expenses incurred by it in connection with this transaction
(including, without limitation, fees and expenses of its own counsel, engineers,
and accountants) and shall not be entitled to any reimbursement from the other
PARTY hereto unless such costs and expenses result from a material breach of
this Agreement by the other PARTY.
14
<PAGE>
Section 9.11. Signatures.
The persons signing below, by their execution, represent and warrant that
they have full and lawful authority to bind the respective entities on whose
behalf they are signing.
Section 9.12. Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the
PARTIES hereto and their respective successors and assigns.
EXECUTED by the parties hereto and made effective the 31st day of December 1999.
SELLER
POZO RESOURCES, INC.
BY /signed/
Steven M. Morris, President
PURCHASER
GULFWEST OIL COMPANY
BY /signed/
Marshall A. Smith,
Chief Executive Officer
15
<PAGE>
