UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GULF EXPLORATION CONSULTANTS, INC.
-------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------------------------------------------------
(Title of Class of Securities)
402275200
---------------------------
(CUSIP Number)
Copies of Communication To:
Osprey Investments, Inc.
One Independent Drive
Suite 2201
Jacksonville, Florida 32202, (904) 358-2201
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 1996
-----------------------------------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [].
Check the following box if a fee is being paid with the
statement.[X] (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
<PAGE>
SCHEDULE 13D
CUSIP No. 402275200
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osprey Investments, Inc.
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 438,040 shares
-----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 438,040 shares
-----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,040 shares
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
------ -------------------
The title of the class of equity securities to which this
Schedule 13D relates is common stock, $.01 par value (the "Common Stock"),
of Gulf Exploration Consultants, Inc., a Delaware corporation ("GEC"),
whose principal office in located at 10 Rockefeller Plaza, Suite 1012, New
York, New York, 10020.
ITEM 2. IDENTITY AND BACKGROUND.
------ -----------------------
This Schedule 13D is being filed by Osprey Investments, Inc.,
formerly known as DRM&S, Inc., a Florida corporation ("Osprey"). Osprey is
in the private investment business. The capital stock of Osprey is held by
Bruce Smathers, who is the sole director of Osprey, its President and
Treasurer, and Daniel Murphy. Mr. Smathers' principal occupation is an
attorney in the State of Florida. Mr. Murphy is principally engaged in the
financial consulting business. The address of Osprey's principal business
is One Independent Drive, Suite 2201, Jacksonville, Florida 32202.
During the last five years neither Osprey nor its officers,
directors nor any person controlling Osprey has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years neither Osprey nor its officers,
directors nor any person controlling Osprey has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
------ -------------------------------------------------
Effective July 10, 1996, pursuant to a Letter Agreement, dated
December 22, 1995 (the "Letter Agreement"), among GEC, Minmet plc, Osprey
and Dennis Mensch ("Mensch"), Osprey exchanged a GEC note, dated March
1995, in the principal amount of $100,000 (the "Note") plus accrued
interest, for 438,040 shares of GEC Common Stock. Osprey's working capital
was used to acquire the Note.
ITEM 4. PURPOSE OF TRANSACTION.
------ ----------------------
Osprey has been informed that on June 17, 1996, after obtaining
approval of its stockholders, GEC disposed of its interest in an operating
subsidiary, ceased all business activity, effected a 1-for-50 reverse split
of its Common Stock, reduced the authorized Common Stock to 10,000,000
shares, and authorized the restructuring of its outstanding loans as
provided for in the Letter Agreement. Effective July 8, 1996, pursuant to
the Letter Agreement, Mensch exchanged his Note, dated February 21, 1995,
in the principal amount of $100,000, plus accrued interest, for 438,040
shares of GEC Common Stock.
Management of GEC is seeking new business opportunities for GEC
and ultimately to cause GEC, subject to stockholder approval, to serve as a
vehicle to effect a merger, exchange of capital stock or other business
combination with an operating company. The location and industry of such
company have not been determined and GEC has not entered into negotiations
with any other party regarding such a business combination.
Pursuant to the Letter Agreement, Osprey is loaning $15,866 to
GEC to cover certain outstanding professional fees owed by GEC and $5,000
for working capital purposes, of which $10,000 is presently being loaned
and the balance of $10,866 would be advanced in five monthly installments
commencing August 1, 1996, and will loan GEC an additional $5,000 as
required in the future. GEC's repayment obligations to Osprey is evidenced
by a Promissory Note due July 1997 in the principal amount of the aggregate
of all amounts borrowed by GEC plus interest at 7%, and subject to
mandatory prepayment upon the closing of a transaction referred to in the
immediately preceding paragraph.
None of the shares of GEC Common Stock held by Osprey are held as
a member of a group and Osprey disclaims membership in any group.
Except to the extent described above, Osprey has no plans or
proposals which relate to or would result in a transaction specified in
paragraphs (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------ ------------------------------------
(a) Effective July 10, 1996, Osprey became the beneficial owner
of 438,040 shares of Common Stock (the "Shares") upon the exchange of the
Note, plus accrued interest, pursuant to the Letter Agreement.
(b) Osprey possesses the sole power to vote and dispose of the
Shares.
(c) Osprey has not effected transactions in shares of GEC Common
Stock during the sixty days prior to July 10, 1996 except for the
acquisition of the Shares upon the exchange of the Note.
(d) No person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
the Shares acquired by Osprey.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
------ ------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
------ --------------------------------
The following are filed as Exhibits to this Schedule 13D:
Exhibit 1 Letter Agreement, dated as of December 22, 1995, among GEC,
Emerging Money Limited, Minmet plc, Osprey (formerly,
DRM&S, Inc.) and Dennis Mensch.
Exhibit 2 Letter Agreement dated July 10, 1996, between GEC and Osprey,
together with form of new Note.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete, and correct.
OSPREY INVESTMENTS, INC.
By: /s/ Bruce A. Smathers
-----------------------------
Name: Bruce Smathers
Title: President
Dated: July 10, 1996
Exhibit 1
MINMET PLC
Grand Canal House
1 Upper Grand Canal Street
Dublin 4 Ireland
December 22, 1995
Gulf Exploration Consultants, Inc.
1270 Avenue of the Americas,
Suite 2900
New York, N. Y. 10020
DRM&S Inc.
c/o Daniel Murphy
Coleman & Company Securities, Inc.
666 Fifth Avenue
New York, N.Y. 10103
Mr. Dennis Mensch
300 East 75th Street
Apt 29N
New York, N.Y. 10021
Gentlemen:
This letter sets forth the terms of the understanding
among Minmet plc, a Republic of Ireland corporation ("Minmet"),
Gulf Exploration Consultants, Inc., a Delaware corporation
("GEC"), DRM&S Inc. ("DRM&S") and Dennis Mensch ("Mensch")
regarding the payment of certain outstanding liabilities and
future expenses of GEC and certain other related matters in
connection with the proposed transaction by Micron Limited
("Micron") involving Emerging Money Limited, a Republic of
Ireland corporation and wholly-owned subsidiary of GEC ("EML"),
and other transactions which would result in the
recapitalization of GEC (the "Recapitalization").
1. At November 15, 1995, GEC had outstanding
liabilities for legal and accounting services totalling
$42,536.82, excluding amounts owed to DRM&S and Mensch under
their respective GEC notes (the "Notes") and to Minmet. Minmet
shall assume 25.4% of such liabilities of GEC or $10,804, and
DRM&S and Mensch shall upon the Recapitalization lend to GEC
such funds as necessary to pay 74.6% of the total liabilities
of GEC or $31,732 (including the $21,743 owed to Reid & Priest
LLP). To Minmet's knowledge, GEC had no other liabilities at
that date nor has GEC incurred any liabilities since such date
other than for legal services. Except for the expenses
specified in Paragraph 2 below, Minmet will not cause GEC to
incur any liabilities or commitments for or on behalf of GEC
without the prior written authorization of DRM&S and Mensch.
All GEC obligations to Minmet will be cancelled as part of the
Recapitalization.
2. Minmet shall bear all expenses to be incurred by
GEC in connection with (i) GEC's quarterly report on Form 10-Q
for the fiscal quarter ended September 30, 1995, (ii) a proxy
statement and related corporate documents for a Special Meeting
of GEC Stockholders (the "Meeting") to vote on certain
proposals related to the Recapitalization, (iii) the printing
and mailing of such proxy statement to GEC stockholders, (iv)
the negotiation of agreements with Micron and EML (v) the
retention of a person or firm to render a fairness opinion and
(vi) all related legal, accounting and other related fees. In
the event the Recapitalization is not consummated prior to
March 1, 1996, Minmet shall bear the expenses incurred by GEC
in connection with the preparation and filing of the GEC Form
10-K for the fiscal year ending December 31, 1995. Minmet
shall also be responsible for the payment of any amounts which
may be owed by GEC to Debra Giles.
3. Upon the completion of the Recapitalization, (i)
DRM&S and Mensch would exchange their Notes for GEC Common
Stock for which each of them would receive 22% of the GEC
shares then to be outstanding, (ii) GEC would transfer its EML
shares to Minmet in exchange for GEC Common Stock presently
owned by Minmet which would reduce Minmet's holding of GEC
Common Stock to 15% of shares then to be outstanding (subject
to adjustment if the valuations of the EML shares would exceed
the valuation of the GEC shares to be exchanged), (iii) the
existing public stockholders of GEC would own the balance of
the outstanding GEC shares and (iv) GEC would have no interest
in EML nor any obligation for any liabilities of EML. GEC
represents to each of DRM&S and Mensch that GEC has no
agreements or plans to issue any shares of its capital stock
whether pursuant to the Recapitalization or otherwise and has
no outstanding options, warrants or other rights to acquire GEC
capital stock nor will any such options, warrants or other
rights be granted, except to the extent set forth in the
preceding sentence.
4. After the Recapitalization, GEC would use its
best efforts to seek to find a new business opportunity for
GEC. It is understood that the extent of the non-competition
provision covering GEC under the Micron Agreement is as set
forth in a letter, dated December 20, 1995, from Micron to GEC,
and a letter, dated December 22, 1995, from Harris Freedman to
GEC, copies of which is attached hereto.
5. Minmet shall indemnify and hold harmless each of
GEC, DRM&S and Mensch from and against any loss, liability,
claim or expense (including reasonable attorneys' fees and
disbursements) (collectively, the "claim") suffered or incurred
by GEC, DRM&S or Mensch which respect to matters occurred or
occurring during the period commencing on December 4, 1994 and
ending upon the consummation of the Recapitalization (the
"Indemnification Period") based upon or arising from any
actions or failures to act by GEC and/or Minmet during the
Indemnification Period (including, but not limited to, those
related to the Recapitalization), excluding any claim resulting
from the gross negligence or willful misconduct by DRM&S or
Mensch, notwithstanding that the claim is made or instituted
after the Indemnification Period.
6. Minmet, DRM&S and Mensch acknowledge that Reid &
Priest LLP shall be acting as United States securities counsel
for GEC and each of them for purposes of the Recapitalization,
and they have no objection to the retention of such firm by the
other or for GEC. Pursuant to Paragraph 2 above, Minmet shall
be responsible for the fees and expenses of Reid & Priest LLP
for services rendered on their behalf related to the
Recapitalization, other than for matters solely for the benefit
of DRM&S or Mensch for which they shall be responsible.
7. Until the Recapitalization is consummated DRM&S
and Mensch shall remain creditors of GEC under their Notes and
Minmet shall remain the majority stockholder of GEC. If the
Recapitalization is not consummated, Minmet will reimburse
DRM&S and Mensch for all payments made by each of them pursuant
to Paragraph 1 above. As neither DRM&S or Mensch is a party to
the Micron transaction nor has any contractual right with
respect to such transaction, it is not necessary for GEC to
obtain the consent of DRM&S or Mensch to the Micron
transaction.
8. This Agreement shall be governed by the laws of
the State of New York.
9. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof, superseding all prior written or oral agreements, and
cannot be amended, modified or terminated except pursuant to a
writing executed by the parties hereto.
10. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same
document.
Please confirm that this letter correctly sets forth
our agreement with respect to the matters stated herein by
signing, dating and returning this letter to us.
Very truly yours,
MINMET PLC
By: /s/ J. Metcalfe
--------------------------
Name:
Title: Chairman
AGREED AND ACCEPTED THIS
27th DAY OF DECEMBER, 1995
GULF EXPLORATION CONSULTANTS, INC.
By: /s/ Michael H. Nolan
-------------------------------
Name: Michael H. Nolan
Title: Chief Financial Officer
DRM&S INC.
By: /s/ Bruce A. Smathers (President)
-------------------------------
/s/ Dennis Mensch
-----------------------------------
DENNIS MENSCH
GULF EXPLORATION CONSULTANTS, INC.
10 Rockefeller Plaza
Suite 1012
New York, New York 10020
July 10, 1996
Osprey Investments, Inc.
One Independent Drive
Suite 2201
Jacksonville, Florida 32202
Attn: Bruce Smathers, President
Gentlemen:
This letter sets forth the terms of the understanding
between Gulf Exploration Consultants, Inc., a Delaware
corporation ("GEC"), and Osprey Investments, Inc. ("Osprey")
regarding certain loans made and to be made by Osprey to GEC,
the proceeds of the new loans to be used by GEC for the payment
of certain of its outstanding legal and accounting fees and for
working capital.
1. Pursuant to Paragraph 1 of a Letter Agreement,
dated as of December 22, 1995 (the "Letter Agreement"), among
GEC, Osprey, Dennis Mensch and Minmet plc, a republic of
Ireland corporation, Osprey agreed to lend to GEC one-half of
the funds as necessary to pay 74.6% of the total accounting and
legal fees of GEC existing at November 15, 1995 or $31,732 upon
the consummation of a Recapitalization (as defined in the
Letter Agreement). The Recapitalization became effective on
June 17, 1996.
2. In order to fulfill its obligations under the
Letter Agreement, Osprey is loaning GEC $15,866 on the
following terms: (i) $5,000 upon the execution of this letter
agreement, and (ii) the remaining $10,866 in five monthly
installments of $2,173.20 payable on the first day of each
month commencing with the first payment on August 1, 1996 and
ending with the last payment on December 1, 1996. All amounts
loaned to GEC pursuant to this paragraph shall become due and
payable by GEC on July 1, 1997, together with interest on the
outstanding principal amount at the rate of 7% per annum
provided, however, that GEC shall prepay all amounts advanced
to it immediately upon the acquisition by any person through a
business combination or otherwise of a controlling interest in
GEC, all as set forth in the new note (the "Note") attached
hereto.
3. In order to provide GEC with a portion of its
working capital sufficient to fund GEC until an appropriate
business opportunity is found and a business combination
related thereto is effected, Osprey agrees to lend GEC an
additional $10,000 on the following terms: (i) $5,000 upon
execution of this letter agreement, and (ii) any and all of the
balance as requested by the Board of Directors of GEC. All
amounts loaned pursuant to this paragraph shall be added to the
principal amount of the Note. If GEC thereafter requires
additional funds for working capital purposes, Osprey may loan
such additional funds to GEC to the extent that Osprey and GEC
agree to such additional loans.
4. GEC acknowledges receiving from Osprey the
return of the GEC promissory note, dated February 21, 1995, in
the principal amount of $100,000 (the "Original Note"). GEC
agrees to promptly instruct its transfer agent to issue to
Osprey a certificate for 438,040 shares (the "Shares") of GEC
Common Stock, as provided for in the Letter Agreement in
exchange for the Original Note.
5. GEC represents that there is no proceeding
pending or, to the knowledge of GEC, threatened against GEC,
which, if adversely determined, would have a material adverse
effect on GEC's ability to perform its obligations hereunder or
under the Note.
6. Osprey acknowledges that the Shares have not
been registered under the Securities Act of 1933, as amended,
and that the certificates for the Shares will contain
restrictive legends and stop orders against the Shares
referring to the restrictions on sale or transfer thereof under
such Act. Osprey represents that it is aware of the current
operations, prospects and financial condition of GEC as
described in GEC's Proxy Statement, dated June 6, 1996, Annual
Report on Form 10-K for the year ended December 31, 1995 and
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
7. Osprey acknowledges that GEC has not taken the
actions described under the captions "Convertibility of
Preferred Stock," "Issuance of Preferred," "The
Recapitalization," and "The Placement" of the Term Sheet
delivered to Osprey on or before Osprey's acquisition of the
Original Note (the "Term Sheet"). In consideration of the
issuance to Osprey of the Shares, Osprey hereby waives any
claims or demands that it may have against GEC, its officers,
directors, employees, agents and representatives with respect
to any rights to Preferred Stock of GEC that it may have had
under its subscription for the Original Note or the Term Sheet.
8. This letter agreement shall be governed by the
laws of the State of New York.
9. This letter agreement constitutes the entire
agreement between the parties hereto with respect to the
subject matter hereof, superseding all prior written or oral
agreements, and cannot be amended, modified or terminated
except pursuant to a writing executed by the parties hereto.
10. This letter agreement may be executed in
multiple counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and
the same document.
Please confirm that this letter correctly sets forth
our agreement with respect to the matters stated herein by
signing, dating and returning this letter to us.
Very truly yours,
GULF EXPLORATION CONSULTANTS,
INC.
By: /s/ L. George Rieger
------------------------
Name: L. George Rieger
Title: President
AGREED AND ACCEPTED THIS
10TH DAY OF JULY, 1996
OSPREY INVESTMENTS, INC.
By: /s/ Bruce A. Smathers
----------------------------
Name: Bruce Smathers
Title: President
<PAGE>
PROMISSORY NOTE
July 10, 1996
New York, New York
FOR VALUE RECEIVED, the undersigned, GULF EXPLORATION
CONSULTANTS, INC., a Delaware corporation (the "Borrower"),
HEREBY PROMISES TO PAY to the order of OSPREY INVESTMENTS, INC.
(the "Lender"), at its principal office located at One
Independent Drive, Suite 2201, Jacksonville, Florida 32202 in
immediately available funds, the principal amount of Ten
Thousand and 00/100 Dollars ($10,000.00) (the "Base Amount")
plus the aggregate unpaid principal amount of all advances made
to the Borrower by the Lender ("Advances") outstanding on July
1, 1997 (the "Maturity Date") when all amounts due hereunder
shall be due and payable, together with interest at a rate of
7% per annum on the principal amount as outstanding from time
to time.
This Note is the Note referred to in, and is entitled to
the benefits of, the Letter Agreement, dated July 10, 1996,
between the Borrower and the Lender (as same may be amended,
modified or supplemented from time to time, the "Letter
Agreement"). The loan of the Base Amount and all Advances made
pursuant to the Letter Agreement and evidenced by this Note are
subject to identical terms and conditions as set forth in this
Note and the Letter Agreement. In the event of any conflict
between this Note and the Letter Agreement, the provisions of
this Note shall govern.
The Borrower shall prepay all amounts evidenced by this
Note immediately upon the closing of an acquisition by any
person through a business combination or otherwise of a
controlling interest in the Borrower.
The Borrower hereby authorizes the Lender to endorse on
the Schedule annexed to this Note all Advances hereafter made
to the Borrower and all payments of principal amounts in
respect of such Advances or in respect of the Base Amount,
which endorsements shall, in the absence of manifest error, be
conclusive as to the outstanding principal amount of all
Advances and as to the outstanding principal amount of the Base
Amount; provided, however, that the failure to make such notation
-----------------
with respect to any Advances or payment shall not limit or
otherwise affect the obligations of the Borrower under the Letter
Agreement or this Note.
The existence of any of the following conditions shall
constitute an event of default ("Event of Default"):
(a) if the Borrower shall default in the due and punctual
payment of the principal or interest of this Note when and as
the same shall become due and payable, whether at the maturity
thereof, by acceleration, by notice of prepayment or otherwise,
and such default shall have continued for a period of five (5)
days;
(b) if the Borrower shall (i) file a petition in
bankruptcy or a petition to take advantage of any insolvency
act; (ii) make an assignment for the benefit of its creditors;
(iii) consent to the appointment of a receiver of itself or of
the whole or any substantial part of its property; (iv) on a
petition in bankruptcy filed against it, be adjudicated a
bankrupt; or (iv) file a petition or answer seeking
reorganization or arrangement under the Federal bankruptcy laws
or any other applicable law or statute of the United States or
any other jurisdiction thereof; or
(c) if a court of competent jurisdiction shall enter an
order, judgment or decree appointing, without the consent of
the Borrower, a receiver of the Borrower or of the whole or
substantial part of its property, or approving a petition
against the Borrower seeking reorganization or arrangement of
the Borrower under the Federal bankruptcy laws or any other
applicable law or statute of the United States of America or
any State or jurisdiction thereof, and such order, judgment or
decree shall not be vacated or set aside or stayed within sixty
(60) days from the date of the entry thereof.
If an Event of Default occurs, then, whether or not the
same is continuing and unless the same shall have been waived
by the Lender, the Lender may, at any time, at its election,
and by notice to Borrower, declare this Note, immediately
payable, and thereupon this Note shall become immediately
payable, and, at any time thereafter, the Lender may proceed to
collect the principal of and interest on this Note then due,
together with the costs and expenses (including reasonable
attorneys' fees) incurred by the Lender in connection with a
default under, or enforcement of any provision of, this Note.
In addition to the rights and remedies provided above, all
other rights and remedies provided by law shall be available to
the Lender, and all rights and remedies shall be cumulative. A
delay by the Lender in exercising any right or remedy shall not
constitute a waiver hereof. A waiver of a default, right or
remedy shall not constitute a waiver of another default, right
or remedy, and a single or partial exercise of a right or
remedy shall not preclude a further exercise thereof or an
exercise of another right or remedy.
Any notice to be given hereunder shall be in writing and
sent to the Lender at the address as set forth at the head of
this Note and to the Borrower at 10 Rockefeller Plaza, Suite
1012, New York, New York 10020, or to such other address as
either party may hereafter duly give to the other.
If any payment is to be made on a day other than a
business day, the maturity thereof shall be extended to the
next succeeding business day, and interest shall be payable
thereon at the rate herein specified during such extension.
This Note shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the undersigned has duly executed this
Note.
GULF EXPLORATION CONSULTANTS, INC.
By:
----------------------------
L. George Rieger, President
<PAGE>
SCHEDULE TO PROMISSORY NOTE
----------------------------------------------------------------------
UNPAID PRINCIPAL NAME OF INITITALS
AMOUNT OF BALANCE OF PERSON OF PERSON
ADVANCE OR PROMISSORY MAKING MAKING
DATE PRE-PAYMENT NOTE NOTATION NOTATION
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
-------- -------------- ------------------- -------------- -----------
