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<SEC-DOCUMENT>0000887396-01-500004.txt : 20010606
<SEC-HEADER>0000887396-01-500004.hdr.sgml : 20010606
ACCESSION NUMBER:		0000887396-01-500004
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010605
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010605

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICOMM RESOURCES CORP
		CENTRAL INDEX KEY:			0000887396
		STANDARD INDUSTRIAL CLASSIFICATION:	 [9995]
		IRS NUMBER:				731238709
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-20193
		FILM NUMBER:		1654578

	BUSINESS ADDRESS:	
		STREET 1:		9 E 4TH ST STE 305
		CITY:			TULSA
		STATE:			OK
		ZIP:			74135-3530
		BUSINESS PHONE:		9185870096

	MAIL ADDRESS:	
		STREET 1:		9 E 4TH ST STE 305
		CITY:			TUSLA
		STATE:			OK
		ZIP:			741035109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICOMM CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>arec8k.htm
<TEXT>

<HTML>

<head>
<TITLE>UNITED STATES</TITLE>
</head>

<body>
<b>

<p ALIGN="CENTER">UNITED STATES</p>

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</p>

<p ALIGN="CENTER">Washington, D.C. 20549</p>

<p ALIGN="CENTER">FORM 8-K</p>
</b>

<p ALIGN="CENTER">CURRENT REPORT</p>

<p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d)</p>

<p ALIGN="CENTER">OF THE SECURITIES EXCHANGE ACT OF 1934</p>

<p ALIGN="CENTER">Date of Report (Date of earliest event reported): May 29, 2001</p>
<b>

<p ALIGN="CENTER">AMERICOMM RESOURCES CORPORATION</p>
</b>

<p ALIGN="CENTER">(Exact name of registrant as specified in its charter)</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="844">
  <tr>
    <td WIDTH="179" VALIGN="TOP"></td>
    <td WIDTH="396" VALIGN="TOP"><p ALIGN="CENTER">Delaware</td>
    <td WIDTH="322" VALIGN="TOP"><p ALIGN="CENTER">0-20193</td>
    <td WIDTH="304" VALIGN="TOP" align="center"><p ALIGN="CENTER">73-1238709</td>
  </tr>
  <tr>
    <td WIDTH="179" VALIGN="TOP"></td>
    <td WIDTH="396" VALIGN="TOP"><p ALIGN="CENTER">(State or other jurisdiction of
    incorporation)</td>
    <td WIDTH="322" VALIGN="TOP"><p ALIGN="CENTER">(Commission file Number)</td>
    <td WIDTH="304" VALIGN="TOP" align="center">(IRS Employer identification No.)</td>
  </tr>
</TABLE>

<p>&nbsp;</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="689">
  <tr>
    <td WIDTH="250" VALIGN="TOP"></td>
    <td WIDTH="262" VALIGN="TOP"><p ALIGN="CENTER">15 E. 5<sup>th</sup> Street, Suite 4000
    Tulsa, OK</td>
    <td WIDTH="135" VALIGN="TOP"><p ALIGN="CENTER">74103-4346</td>
  </tr>
  <tr>
    <td WIDTH="250" VALIGN="TOP"></td>
    <td WIDTH="262" VALIGN="TOP"><p ALIGN="CENTER">(Address of principal executive offices)</td>
    <td WIDTH="135" VALIGN="TOP"><p ALIGN="CENTER">(Zip Code)</td>
  </tr>
</TABLE>

<p>Registrant's telephone number, including area code: (918) 587-8093</p>

<p><a NAME="node2"></a>ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.</p>

<p ALIGN="JUSTIFY">On May 29, 2001, Americomm Resources (Americomm) announced today that
it has acquired Empire Petroleum Corporation (Empire), a private company, which increases
Americomm's working interest in the Cheyenne River Wyoming Prospect to 75%. The
acquisition of Empire, which owns a 25% interest in the Cheyenne River Wyoming Prospect,
was accomplished by the issue of 7,492,351 Americomm common shares or 30.6% of the total
24,476,925 shares now outstanding on a fully diluted basis.</p>

<p>ITEM 5. OTHER EVENTS.</p>

<p ALIGN="JUSTIFY">Concurrent with the acquisition of Empire, Americomm reported certain
management changes that include the appointment of John P. McGrain as Chairman and Chief
Executive Officer, and Thomas J. Jacobsen as President and Chief Operating Officer. Mr.
McGrain, has 30 years experience as an investor with a focus on oil and gas companies and
is currently the Chairman and interim CEO of Westlinks Resources (Nasdaq: WLKS). Mr.
Jacobsen, also a Director of Westlinks, has more than 40 years experience in the oil and
gas industry within Canada, the United States and internationally.</p>

<p>The new Board of Directors will be comprised of John P. McGrain, Thomas J. Jacobsen,
Albert E. Whitehead, Thomas R. Bradley and John C. Kinnard. George H. Plewes has resigned
as a director<font SIZE="2">.</p>
</font>

<p>ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. </p>

<blockquote>
  <p>Financial Statements of Business Acquired.</p>
</blockquote>

<p ALIGN="JUSTIFY">As permitted by Item 7(a) (4) of Form 8-K, Americomm intends to file
the required financial statements of Empire Petroleum Corporation by amendment no later
than 75 days after the consummation of the acquisition.</p>

<blockquote>
  <p ALIGN="JUSTIFY">Pro Forma Financial Information.</p>
</blockquote>

<p ALIGN="JUSTIFY">As permitted by Item 7(a) (4) of Form 8-K, Americomm intends to file
the required pro forma financial information by amendment no later than 75 days after the
consummation of the acquisition.</p>

<p>&nbsp;</p>

<blockquote>
  <p>Exhibits. </p>
</blockquote>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="463">
  <tr>
    <td WIDTH="14%" VALIGN="TOP"><p ALIGN="CENTER">2.1</td>
    <td WIDTH="86%" VALIGN="TOP">Share Exchange Agreement by and among Americomm Resources
    Corporation, Empire Petroleum Corporation and each of the shareholders of Empire Petroleum
    Corporation.</td>
  </tr>
  <tr>
    <td WIDTH="14%" VALIGN="TOP"><p ALIGN="CENTER">99.1</td>
    <td WIDTH="86%" VALIGN="TOP">Press release dated June 1, 2001</td>
  </tr>
</TABLE>
<b>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">SIGNATURES</p>
</b>

<p>&nbsp;</p>

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

<p>&nbsp;</p>

<p>Date: June 5, 2001</p>

<p>PASW, INC.</p>

<p>By:<u> /s/ Thomas J. Jacobsen</p>
</u>

<p>Thomas J. Jacobsen</p>

<p>President and Chief Operating Officer</p>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>arecpr.htm
<TEXT>

<HTML>

<head>
<TITLE>AMERICOMM RESOURCES CORPORATION ANNOUNCES ACQUISITION OF EMPIRE PETROLEUM
CORPORATION, MANAGEMENT CHANGES AND REPORT ON PRESENT AND FUTURE OPERATIONS</TITLE>
</head>

<body>
<b>

<p>NEWS RELEASE</p>
</b>

<p>Americomm Resources Corporation Announces Acquisition of Empire Petroleum Corporation,
Management Changes and Report On Present and Future Operations</p>

<p ALIGN="JUSTIFY">Tulsa, Oklahoma; June 1, 2001 - Americomm Resources (OTC: AREC)
announced today that it has acquired Empire Petroleum Corporation, a private company,
which increases it's working interest in the Cheyenne River Wyoming Prospect, to 75%. The
acquisition of Empire, which owns a 25% interest in the Cheyenne River Prospect, was
accomplished by the issue of 7,492,351 Americomm common shares or 30.6% of the total
24,476,925 shares now outstanding on a fully diluted basis.</p>

<p ALIGN="JUSTIFY">Management changes include the appointment of John P. McGrain as
Chairman and Chief Executive Officer, and Thomas J. Jacobsen as President and Chief
Operating Officer of the combined company. Mr. McGrain, has 30 years experience as an
investor with a focus on oil and gas companies and is currently the Chairman and interim
CEO of Westlinks Resources (Nasdaq: WLKS). Mr. Jacobsen, also a Director of Westlinks, has
more than 40 years experience in the oil and gas industry within Canada, the United States
and internationally.</p>

<p ALIGN="JUSTIFY">The new Board of Directors will be comprised of John P. McGrain, Thomas
J. Jacobsen, Albert E. Whitehead, Thomas R. Bradley and John C. Kinnard. George H. Plewes
has resigned as a director and the company wishes to express its thanks and appreciation
for his valued counsel during his directorship. Al Whitehead and Tom Bradley, in addition
to their board duties, will continue to manage the company's land inventory of over
100,000 acres of leases.</p>

<p ALIGN="JUSTIFY">The company is continuing to test the Timber Draw Unit # I -AH Well
utilizing methods to minimize gas flaring until gas infrastructure, contract negotiations
and equipment tie ins are complete. After an extended shut in period to determine the
reservoir pressure, the well flowed an average of 67 barrels oil per day and 240,000 cubic
feet of gas per day during the most recent 14 days of production. Surveys have been
completed and license applications are being prepared for the drilling of four additional
wells expected to commence in the fourth quarter of 2001, pending the receipt of
additional funding.</p>

<p ALIGN="JUSTIFY">Statements in this press release other than purely historical
information, including statements relating to the Company's future plans and objectives or
expected results, constitute forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934. Forward- looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties incident to the
Company&#146;s business, including risks inherent in oil and gas exploration and
development and other risks described in the reports and statements filed by the Company
with the Securities and Exchange Commission. As a result, actual results may vary
materially from those described in the forward-looking statements.</p>

<p>For further information contact: </p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="356">
  <tr>
    <td WIDTH="51%" VALIGN="TOP">Albert E. Whitehead</td>
    <td WIDTH="49%" VALIGN="TOP">(918) 587-8093</td>
  </tr>
  <tr>
    <td WIDTH="51%" VALIGN="TOP">Thomas R. Bradley</td>
    <td WIDTH="49%" VALIGN="TOP">(918) 587-8093</td>
  </tr>
  <tr>
    <td WIDTH="51%" VALIGN="TOP">John P. McGrain</td>
    <td WIDTH="49%" VALIGN="TOP">(818) 874-0937</td>
  </tr>
  <tr>
    <td WIDTH="51%" VALIGN="TOP">Thomas J. Jacobsen</td>
    <td WIDTH="49%" VALIGN="TOP">(403) 262-1118</td>
  </tr>
</TABLE>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>shareexagmt.htm
<TEXT>

<HTML>

<head>
<TITLE>SHARE EXCHANGE AGREEMENT</TITLE>
</head>

<body>
<font FACE="Arial" SIZE="3"><b>

<p ALIGN="CENTER">SHARE EXCHANGE AGREEMENT</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="JUSTIFY"></b>This Share Exchange Agreement (this &quot;Agreement&quot;) is
entered into as of May 29, 2001, by and among Americomm Resources Corporation, a Delaware
corporation (the &quot;Company&quot;), and Empire Petroleum Corporation, a Delaware
corporation (&quot;Empire&quot;), and each of the persons listed on Exhibit A attached
hereto (collectively referred to as &quot;Shareholders&quot;).</p>
<b>

<p ALIGN="CENTER">RECITALS</p>
</b>

<p ALIGN="JUSTIFY">A. The Shareholders own 100% of the issued and outstanding capital
stock of Empire;</p>

<p ALIGN="JUSTIFY">B. Empire and Shareholders wish to exchange 100% of the issued and
outstanding shares of common stock of Empire (the &quot;Empire Shares&quot;) for that
number of shares of common stock of the Company set forth on Exhibit A attached hereto
(the &quot;Company Shares&quot;); </p>

<p ALIGN="JUSTIFY">C. The Company desires to acquire the Empire Shares from the
Shareholders in exchange for the Company Shares; and</p>

<p ALIGN="JUSTIFY">D. The Company and Empire intend that the acquisition of the Empire
Shares from Empire by the Company be a &quot;tax free exchange&quot; under the Internal
Revenue Code of 1986.</p>
<b>

<p ALIGN="CENTER">AGREEMENT</p>

<p ALIGN="JUSTIFY"></b>In consideration of the foregoing recitals and the mutual promises,
covenants and agreements contained herein, and intending to be legally bound the parties
agree as follows:</p>
<b><u>

<p ALIGN="CENTER">ARTICLE 1</p>
</u>

<p ALIGN="CENTER">SHARE EXCHANGE/CLOSING</p>

<p ALIGN="JUSTIFY">1.1 <u>Transfer of Empire Shares by Shareholders</u>.</b> Subject to
the terms and conditions of this Agreement, Shareholders agree to transfer and convey the
Empire Shares and to deliver a certificate or certificates in the name of the Company
evidencing the Empire Shares (the &quot;Empire Certificates&quot;) to the Company at the
Closing (defined below).</p>
<b>

<p ALIGN="JUSTIFY">1.2 <u>Acquisition of the Empire Shares by the Company</u>.</b> Subject
to the terms and conditions of this Agreement, the Company agrees to acquire the Empire
Shares from the Shareholders and to issue, convey, transfer and deliver to Shareholders at
the Closing certificates evidencing the Company Shares. The Shareholders will receive the
Company Shares set forth on Exhibit A next to the name of each Shareholder. </p>
<b>

<p ALIGN="JUSTIFY">1.3 <u>The Closing.</u></b> The closing of the transactions
contemplated hereby (the &quot;Closing&quot;) will take place at the offices of the
Company, 15 East 5<sup>th</sup> Street, Suite 4000, Tulsa, Oklahoma, on or before May 29,
2001, or as soon thereafter as all conditions set forth herein have been waived or
satisfied.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>
<b>

<p ALIGN="CENTER">ARTICLE 2</p>

<p ALIGN="CENTER">REPRESENTATIONS AND WARRANTIES OF EMPIRE AND SHAREHOLDERS </p>

<p ALIGN="JUSTIFY"></b>Empire and Shareholders represent and warrant as follows:</p>

<p ALIGN="JUSTIFY"><b>2.1 <u>Organization and Related Matters</u>.</b> Empire is a
corporation duly organized, validly existing and in good standing under the laws of
Delaware. Empire has all necessary corporate power and authority to own, lease and operate
its properties and assets and to carry on its business activities (the &quot;Empire
Business&quot;) as now conducted. Empire is qualified or licensed to do business and is in
good standing as a foreign corporation in each jurisdiction where the nature of the
properties owned, leased or operated by it and the business transacted by it, requires
such qualification or licensing, except where the failure to be so qualified or licensed
could not have a material adverse effect on the Empire Business. True, correct and
complete copies of the certificate of incorporation and bylaws, as amended, and minutes of
meetings (or written consents in lieu of meetings) of the Board of Directors (and all
committees thereof) and shareholders of Empire have been, or prior to the Closing will
have been, delivered to the Company. </p>

<p ALIGN="JUSTIFY"><b>2.2 <u>Due Authorization</u>.</b> Empire has full power and
authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance by Empire of this Agreement has been, duly
and validly approved and authorized by the Board of Directors of Empire and Shareholders,
no other actions or proceedings on the part of Empire are necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement constitutes the legal,
valid and binding obligation of Shareholders and Empire, enforceable in accordance with
its terms, except that such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to
time in effect which affect creditors' rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).</p>

<p ALIGN="JUSTIFY"><b>2.3 <u>Consents and Approvals</u>. </p>

<p ALIGN="JUSTIFY">(a) </b>No permit, consent, authorization or approval of, or filing or
registration with, any Governmental Authority or any other person not a party to this
Agreement is necessary in connection with the execution, delivery and performance by
Shareholders and Empire of this Agreement or the consummation of the transactions
contemplated hereby. &quot;Governmental Authority&quot; shall mean the government of the
United States or any foreign country or any state or political subdivision thereof or any
entity, body of authority exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.</p>

<p ALIGN="JUSTIFY"><b>(b) </b>The execution, delivery and performance by shareholders and
Empire of this Agreement does not and will not (A) violate any law, statute, regulation,
ordinance, rule, order, decree, judgment, consent decree, settlement agreement or
governmental requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority); (B) violate or conflict with, result in a breach or termination
of, constitute a default (or a circumstance which, with or without notice or lapse of time
or both, would constitute a default) or give any third party any additional right
(including a termination right) under, permit cancellation of, or result in the creation
of any mortgage, lien (except for any lien for taxes not yet due and payable), charge,
restriction, pledge, security interest, option, lease or sublease, claim, right of any
third party, easement, encroachment or encumbrance upon any of the assets or properties of
Empire under any contract to which any of Shareholders or Empire is a party or by which
Empire or any of its assets or properties is bound; (C) permit the acceleration of the
maturity of any indebtedness of Empire or indebtedness secured by assets or properties of
Empire ; or (D) violate or conflict with any provision of the Certificate of Incorporation
or Bylaws of Empire .</p>

<p ALIGN="JUSTIFY"><b>(c) </b>Empire has obtained and is in compliance with all
governmental permits, licenses, registrations, certificates of occupancy, approvals and
other authorizations (collectively, the &quot;Permits&quot;) that are required for the
complete operation of the business of Empire as currently operated, except for any Permits
the absence of which would not result in a material adverse effect. All of the Permits are
currently valid and in full force and, to Empire's knowledge, no revocation, cancellation
or withdrawal thereof has been threatened. Empire has filed such timely and complete
renewal applications as may be required with respect to the Permits. To Empire&#146;s
knowledge, the Permits, in their current state, will allow it to continue to operate its
business in substantially the same manner as its business is currently operated.</p>

<p ALIGN="JUSTIFY"><b>2.4 <u>Capitalization</u>.</b> The authorized capital stock of
Empire consists of one thousand (1,000) shares of common stock. On the date hereof, there
are issued and outstanding four hundred (400) shares of Empire common stock. All of the
issued and outstanding shares of Empire common stock are validly issued, fully paid and
non-assessable, and the issuance thereof was not subject to preemptive rights. There are
no options, warrants, calls, conversion or other rights, or any agreements or commitments
of any nature which obligate Empire to issue any additional shares of capital stock or any
securities convertible into or exchangeable for any such shares of capital stock and no
authorization therefor has been given. Empire has no subsidiaries and has no interest,
direct or indirect, and has no commitment to purchase any interest, direct or indirect, in
any corporation partnership, joint venture or other business enterprise or entity.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY"><b>2.5 <u>Financial Statements; Undisclosed Liabilities; Other
Documents</u>.</b> For purposes of this Agreement, &quot;Empire Financial Statements&quot;
shall mean the audited financial statements of Empire as of December 31, 2000 (including
all notes thereto) and unaudited financial statements of Empire, consisting of a balance
sheet dated as of March 31, 2001, which have been previously delivered to the Company. The
Empire Financial Statements have been prepared in accordance with generally accepted
accounting principles (&quot;GAAP&quot;) consistently applied and present fairly the
financial position, assets and liabilities of Empire as at the dates thereof and the
revenues, expenses, results of operations and cash flows of Empire for the periods covered
then ended (except in the case of the unaudited balance sheet as of March 31, 2001 for (i)
any footnote disclosures that would be required under GAAP and (ii) any to normal year-end
audit adjustments consistent with the requirements of GAAP). The Empire Financial
Statements are in accordance with the books and records of Empire, do not reflect any
transactions which are not bona fide transactions, and do not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the statements
contained therein, in light of the circumstances in which they were made, not misleading.
The Empire Financial Statements make full and adequate disclosure of, and provision for,
all obligations and liabilities of Empire as of the date thereof.</p>

<p ALIGN="JUSTIFY"><b>2.6 <u>No Adverse Effects or Changes</u>.</b> Except as disclosed in
or reflected in the Empire Financial Statements, or as contemplated by this Agreement,
since December 31, 2000, Empire has not suffered any material adverse changes or suffered
any damage, destruction or loss to any of its assets or properties (whether or not covered
by insurance).</p>
<b>

<p ALIGN="JUSTIFY">2.7 <u>Absence of Undisclosed Liabilities</u>.</b> Empire has no
liabilities except: (i) those liabilities reflected or reserved against on the face of the
unaudited balance sheet of Empire as of March 31, 2001 provided to the Company and not
heretofore paid or discharged in the ordinary course of business; (ii) liabilities arising
in the ordinary course of business under any agreement, contract, commitment, lease or
plan specifically set forth in Schedule 2.9 (or not required to be disclosed under Section
2.9 because of the term or amount involved); and (iii) current liabilities incurred in the
ordinary course of business since March 31, 2001.</p>

<p ALIGN="JUSTIFY"><b>2.8 <u>Conduct Since Balance Sheet Date</u>.</b> Since March 31,
2001, Empire has conducted its business only in the ordinary course of consistent with
past practice and neither Empire nor the Shareholders has taken any action or permitted to
occur any event described in Section 4.3(i)-(xv) of this Agreement.</p>
<b>

<p ALIGN="JUSTIFY">2.9 <u>Contracts and Commitments</u>.</p>

<p ALIGN="JUSTIFY">(a) </b>Except for the Farmout Agreement to which Empire and the
Company are parties and except as set forth in Schedule 2.9, Empire is not a party to (or
otherwise bound by) any written or oral:</p>

<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY"><b>(i) </b>agreement, contract or commitment for the future purchase
    of, or payment for, supplies or products, or for the performance of services by a
    third-party involving payments in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(ii) </b>agreement, contract or commitment to sell or supply
    products or to perform services involving payments in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(iii) </b>agreement, contract or commitment for any capital
    expenditure or leasehold improvement in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(iv) </b>agreement, contract, or commitment for the sale or
    disposition of any assets involving payments in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(v) </b>lease under which Empire is either lessor or lessee
    involving payments in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(vi) </b>any other agreement, contract or commitment involving
    payments in excess of $10,000;</p>
    <p ALIGN="JUSTIFY"><b>(vii) </b>note, debenture, bond, letter of credit agreement, loan
    agreement or other contract or commitment for the borrowing or lending of money or
    agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the
    indebtedness of any other person or entity;</p>
    <p ALIGN="JUSTIFY"><b>(viii) </b>agreement, contract or commitment for a joint venture or
    other arrangement that has or is expected to involve a sharing of profits or expenses with
    other persons or entities;</p>
    <p ALIGN="JUSTIFY"><b>(ix) </b>agreement of indemnification in favor of any other person
    or entity; or</p>
    <b><p ALIGN="JUSTIFY">(x) </b>any other agreement, contract or commitment not made in the
    ordinary course of business.</p>
  </blockquote>
</blockquote>

<p ALIGN="JUSTIFY"><b>(b) </b>Each of the agreements, contracts, commitments, leases,
plans and other instruments, documents and undertakings set forth in Schedule 2.9 (or not
required to be listed thereon because of the terms thereof), is enforceable in accordance
with its terms. Except as set forth in Schedule 2.9, Empire is, and, to Empire's
knowledge, all other parties thereto are, in compliance with the provisions thereof and,
to Empire's knowledge, no event has occurred which with or without the giving of notice or
lapse of time, or both, would constitute a default thereunder. Empire has delivered to the
Company true, correct and complete copies of each of the written, and a correct and
complete summary of each of the oral, agreements, contracts, commitments, leases, plans
and other instruments, documents and undertakings set forth in Schedule 2.9. </p>
<b>

<p ALIGN="JUSTIFY">2.10 <u>Tax Matters</u>.</b> </p>

<p ALIGN="JUSTIFY"><b>(a) </b>Empire has duly filed all tax returns required to be filed
by it under applicable law or filed appropriate extensions which have not yet expired and
will file all tax returns required to be filed by it at or prior to the Closing under
applicable law. All tax returns were in all material respects (and, as to tax returns not
filed as of the date hereof, will be) true, complete and correct and filed on a timely
basis, or extended as permitted by law.</p>

<p ALIGN="JUSTIFY"><b>(b) </b>Empire has, within the time and in the manner prescribed by
law, paid all taxes that are currently due and payable except for those contested in good
faith and for which adequate reserves have been taken.</p>

<p ALIGN="JUSTIFY"><b>(c) </b>There are no tax liens upon the assets of Empire.</p>

<blockquote>
  <blockquote>
    <b><p ALIGN="JUSTIFY">2.11 <u>Legal Proceedings</u>.</b> </p>
  </blockquote>
</blockquote>

<p ALIGN="JUSTIFY"><b>(a) </b>There are no actions, suits, arbitrations, regulatory
proceedings or other litigation, proceedings or governmental investigations that have been
initiated by or are pending or, to Shareholders&#146; and Empire&#146;s knowledge,
threatened against Empire or any of its officers or directors in their capacity as such,
or any of their respective properties or businesses, and Shareholders and Empire are not
aware of any facts or circumstances which may reasonably be likely to give rise to any of
the foregoing.</p>
<b>

<p ALIGN="JUSTIFY">(b) </b>There are no claims, actions, suits, proceedings, or
investigations pending or, to Empire&#146;s knowledge, threatened by or against
Shareholders or Empire with respect to this Agreement, or in connection with the
transactions contemplated hereby or thereby, and Shareholders and Empire have no reason to
believe there is a valid basis for any such claim, action, suit, proceeding or
investigation.</p>

<p ALIGN="JUSTIFY"><b>2.12 <u>Compliance with Laws</u>.</b> Empire is not in default under
any order of any court, Governmental Authority or other agency or arbitration board or
tribunal to which Empire is or was subject within the past two years or in violation of
any laws, ordinances, governmental rules or regulations (including, but not limited to,
those relating to environmental, safety, building, product safety or health standards or
labor or employment matters) to which Empire is or was subject within the past two years,
except to the extent failure to comply would not have a material adverse effect. The
Empire Business is being, and at the Closing will be, conducted in compliance with all
applicable laws, ordinances, rules and regulations applicable to it (including, but not
limited to, those relating to environmental, safety, building, product safety or health
standards or labor or employment matters, except to the extent failure to comply would not
have a material adverse effect).</p>

<p ALIGN="JUSTIFY"><b>2.13 <u>Investment Representation</u>.</b> </p>
<b>

<p ALIGN="JUSTIFY">(a) </b>Shareholders are acquiring the Company Shares for their own
account for investment purposes only and not with a view to or for sale in connection with
the distribution thereof.</p>
<b>

<p ALIGN="JUSTIFY">(b) </b>Each of the Shareholders understands that the sale of the
Company Shares to the Shareholders is intended to be exempt from registration under the
Securities Act of 1933, as amended (the &quot;Securities Act&quot;), by virtue of Section
4(2) of the Securities Act and applicable state securities laws.<i> </i>Each of the
Shareholders understands that the Company Shares are not registered under the Securities
Act or applicable state securities laws and such securities must be held indefinitely,
unless the subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or an exemption from such registration is available. The
Shareholders will not sell, hypothecate or otherwise transfer any or all of the Company
Shares other than in accordance with the Securities Act and applicable state securities
laws. </p>

<p ALIGN="JUSTIFY"><b>(c) </b>Each of the Shareholders acknowledges that the certificates
representing the Company Shares, and any substitutions or replacements thereof, may bear
one or all of the following legends:</p>

<blockquote>
  <blockquote>
    <b><p ALIGN="JUSTIFY">(i) </b>&quot;The shares represented by this certificate have not
    been registered under the Securities Act of l933, as amended, and may not be sold,
    hypothecated or otherwise transferred or disposed of in the absence of such registration,
    unless an exemption from the requirement of such registration is available under the
    circumstances at the time obtaining and the Company has received an opinion of counsel
    satisfactory to the Company to such effect.&quot;</p>
    <b><p ALIGN="JUSTIFY">(ii) </b>Any legend required by the applicable securities laws of
    any state to the extent such laws are applicable to the certificate so legended.</p>
  </blockquote>
</blockquote>

<p ALIGN="JUSTIFY"><b>(d) </b>Each of the Shareholders represents and warrants that such
Shareholder is either an &quot;accredited investor&quot; as that term is defined in Rule
501 promulgated under the Securities Act or such Shareholder, and each of its equity
owners, if applicable, has substantial knowledge and experience in the oil and gas
industry or in the making of investments of the type contemplated by this Agreement. Each
of the Shareholders recognizes that an investment in the Company Shares involves a number
of significant risks, including, without limitation, the risks inherent in oil and natural
gas exploration and development, the Company's limited operating resources, the limited
market in the Company's common stock and other risks described in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000 as filed with the United States
Securities and Exchange Commission (the &quot;SEC&quot;), copies of which have been
provided to the Shareholders. Each of the Shareholders, or their respective agents or
representatives, has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the Company Shares.</p>

<p ALIGN="JUSTIFY"><b>2.14 <u>No Changes in Charter Documents</u>.</b> No change will
occur in the Certificate of Incorporation, Bylaws or other charter documents of Empire
from the date hereof to the Closing Date.</p>

<p ALIGN="JUSTIFY"><b>2.15 <u>Brokerage Fees</u>.</b> No person acting on behalf of Empire
or Shareholders is or shall be entitled to any brokerage of finder's fee in connection
with the transactions contemplated by this Agreement.</p>

<p ALIGN="JUSTIFY"><b>2.16 <u>Accuracy of Information</u>.</b> The statements,
representations and warranties contained herein are true and correct. None of the
information expressly required by this Agreement to be supplied by or on behalf of
Shareholders or Empire to the Company, or contained in this Agreement, did contain or will
contain, at the respective times such information is or was delivered and as of the
Closing, any untrue statement of a material fact or will omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. If any of such
information at any time subsequent to delivery and prior to Closing become untrue or
misleading, in any material respect, Shareholders or Empire will promptly notify the
Company in writing of such fact and the reason for such change. The copies of any
documents attached as or referred to in Schedules of Empire to this Agreement, or
otherwise delivered to the Company in connection with this Agreement, are accurate and
complete in all material respects, and are not missing any amendments, modifications,
correspondence or other related papers which would be pertinent to the understanding
thereof in any respect.</p>
<b>

<p ALIGN="JUSTIFY">2.17 <u>Title to Empire Shares</u>.</b> Shareholders own beneficially
and of record, free and clear of any lien, claim, right, charge, security interest, option
or other encumbrance, and have full power and authority to convey free and clear of any
lien, claim, right, charge, security interest, option or other encumbrance, the Empire
Shares and, upon Closing, shall convey to the Company good and valid title thereto, free
and clear of any lien or other encumbrance.</p>
<b>

<p ALIGN="CENTER">ARTICLE 3</p>

<p ALIGN="CENTER">REPRESENTATIONS AND WARRANTIES OF THE COMPANY</p>

<p ALIGN="JUSTIFY"></b>The Company represents and warrants as follows:</p>

<p ALIGN="JUSTIFY"><b>3.1 <u>Organization and Related Matters</u>.</b> The Company is a
corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware. The Company has all necessary corporate power and authority to carry on
its business as now being conducted. The Company has the necessary corporate power and
authority to execute, deliver and perform this Agreement and any related agreements to
which it is a party.</p>

<p ALIGN="JUSTIFY"><b>3.2 <u>Due Authorization</u>.</b> The execution, delivery and
performance of this Agreement and any related agreements by the Company have been duly and
validly authorized by the Board of Directors of Company and by all other necessary
corporate action on the part of the Company. This Agreement constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with
its respective terms except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.</p>

<p ALIGN="JUSTIFY"><b>3.3 <u>No Conflicts</u>.</b> The execution, delivery and performance
of this Agreement and any related agreements by the Company will not violate the
provisions of, or constitute a breach or default whether upon lapse of time and/or the
occurrence of any act or event or otherwise under (a) the certificate of incorporation or
bylaws of the Company, (b) any law to which the Company is subject or (c) any contract to
which the Company is a party that is material to the financial condition, results of
operations or conduct of the business of the Company.</p>

<p ALIGN="JUSTIFY"><b>3.4 <u>Capitalization.</u></b> The authorized capital stock of
Company consists of 50,000,000 shares of common stock. On the date hereof, there are
issued and outstanding 16,984,574 shares of Company common stock on a fully diluted basis
after giving effect to all outstanding options, warrants and other rights to purchase
securities of the Company. All of the issued and outstanding shares of Company common
stock are validly issued, fully paid and non-assessable, and the issuance thereof was not
subject to preemptive rights. There are currently issued and outstanding options, warrants
and other rights to purchase common stock of the Company as set forth on Exhibit 3.4
attached hereto and incorporated herein by this reference.</p>

<p ALIGN="JUSTIFY"><b>3.5 <u>SEC Filings</u></b>. Except as set forth on Schedule 3.5
attached hereto and made a part hereof, the Company has filed all reports, proxy
statements, forms and other documents required to be filed with the SEC since inception
and prior to the date of this Agreement (&quot;the SEC Documents&quot;). As of their
respective dates (but taking into account any amendments to any such SEC Documents prior
to the date of this Agreement), the SEC Documents filed by the Company since January 1,
2000 complied in all material respects with the requirements of the Securities Act or the
Securities Exchange Act of 1934, as the case may be, and the rules and regulations of the
SEC promulgated thereunder applicable to such SEC Documents.</p>

<p ALIGN="JUSTIFY"><b>3.6 <u>Investment Representation</u>.</b> The Company is acquiring
the Empire Shares from the Shareholders for the Company's own account, and not with a view
to or for sale in connection with the distribution thereof.</p>

<p ALIGN="JUSTIFY"><b>3.7 <u>Financial Statements; Changes; Contingencies</u>.</p>

<p ALIGN="JUSTIFY">(a) Audited Financial Statements</b>. The Company has delivered to
Empire and the Shareholders audited financial statements of Company as of December 31,
2000 and unaudited financial statements of the Company, consisting of a statement of
assets and liabilities as of April 3, 2001. Except for the unaudited statement of assets
and liabilities as of April 3, 2001, the financial statements have been examined by the
Company&#146;s auditors whose reports thereon are included with such financial statements.
Financial statements have been prepared in conformity with GAAP applied on a consistent
basis (except for changes, if any, disclosed therein) and except, in the case of the
unaudited statement of assets and liabilities as of April 3, 2001 for (i) any footnote
disclosures that would be required under GAAP and (ii) any normal adjustments in
connection with year-end audit consistent with GAAP). Such statements present fairly the
results of operations and cash flows (deficit) of the Company for the respective periods
covered, and the balance sheets present fairly the financial condition of the Company as
of their respective dates. The Company has made available to representatives of Empire and
the Shareholders copies of each management letter or other letter delivered to the Company<strike>,</strike>
by its auditors in connection with such financial statements or relating to any review by
the auditors of the internal controls of the Company, and has made available for
inspection all reports and working papers produced or developed by the auditors or
management in connection with their examination of such financial statements, as well as
all such reports and working papers for prior periods for which any tax liability of the
Company has not been finally determined or barred by applicable statutes of limitation.</p>

<p ALIGN="JUSTIFY"><b>(b) No Material Adverse Changes.</b> Except as disclosed in the SEC
Documents, there has not been, occurred or arisen, whether or not in the ordinary course
of business any change in or event affecting the Company or the business of the Company
that has had or may reasonably be expected to have a material adverse effect or any
casualty, loss, damage or destruction (whether or not covered by insurance) or any
material property of the Company.</p>
<b>

<p ALIGN="JUSTIFY">3.8 <u>Tax Matters.</u></b> </p>

<p ALIGN="JUSTIFY"><b>(a) </b>The Company has duly filed all tax returns required to be
filed b y it under applicable law or filed appropriate extensions which have not yet
expired and will file all tax returns required to be filed by it at or prior to the
Closing under applicable law. All tax returns were in all material respects (and, as to
tax returns not filed as of the date hereof, will be) true, complete and correct and filed
on a timely basis, or extended as permitted by law.</p>

<p ALIGN="JUSTIFY"><b>(b) </b>The Company has, within the time and in the manner
prescribed by law, paid all taxes that are currently due and payable except for those
contested in good faith and for which adequate reserves have been taken.</p>

<p ALIGN="JUSTIFY"><b>(c) </b>There are no tax liens upon the assets of the Company.</p>

<p ALIGN="JUSTIFY"><b>3.9 <u>Legal Proceedings</u>.</b> </p>

<p ALIGN="JUSTIFY"><b>(a) </b>There are no actions, suits, arbitrations, regulatory
proceedings or other litigation, proceedings or governmental investigations that have been
initiated by or are pending or, to the Company's knowledge, threatened against the Company
or any of its officers or directors in their capacity as such, or any of their respective
properties or businesses, and the Company is not aware of any facts or circumstances which
may reasonably be likely to give rise to any of the foregoing.</p>
<b>

<p ALIGN="JUSTIFY">(b) </b>There are no claims, actions, suits, proceedings, or
investigations pending or, to the Company's knowledge, threatened by or against the
Company with respect to this Agreement, or in connection with the transactions
contemplated hereby or thereby, and the Company has no reason to believe there is a valid
basis for any such claim, action, suit, proceeding or investigation.</p>

<p ALIGN="JUSTIFY"><b>3.10 <u>No Changes in Charter Documents</u>.</b> No change will
occur in the Certificate of Incorporation, Bylaws or other charter documents of the
Company from the date hereof to the Closing Date.</p>
<b>

<p ALIGN="JUSTIFY">3.11 <u>Brokerage Fees</u></b>. No person acting on behalf of the
Company is or shall be entitled to any brokerage or finder&#146;s fee in connection with
the transactions contemplated by this Agreement.</p>
<b>

<p ALIGN="JUSTIFY">3.12 <u>Compliance with Law</u>. </b>The Company is not in default
under any order of any court, Governmental Authority or other agency or arbitration board
or tribunal to which the Company is or was subject within the past two years or in
violation of any laws, ordinances, governmental rules or regulations (including, but not
limited to, those relating to environmental, safety, building, product safety or health
standards or labor or employment matters) to which the Company is or was subject within
the past two years, except to the extent failure to comply would not have a material
adverse effect. The Company's business is being, and at the Closing will be, conducted in
compliance with all applicable laws, ordinances, rules and regulations applicable to it
(including, but not limited to, those relating to environmental, safety, building, product
safety or health standards or labor or employment matters, except to the extent failure to
comply would not have a material adverse effect).</p>
<b>

<p ALIGN="JUSTIFY">3.13 <u>Full Disclosure</u>. </b>No representation or warranty made by
the Company in this Agreement or pursuant hereto (a) contains any untrue statement of
material fact; or (b) omits to state any material fact that is necessary to make the
statements made, in light of the circumstances under which they are made, not false or
misleading in any respect. The copies of documents attached as Schedules of the Company to
this Agreement or otherwise delivered to Empire and the Shareholders by the Company in
connection with this Agreement, are accurate and complete in all material respects, and
are not missing any amendments, modifications, correspondence or other related papers
which would be pertinent to the understanding thereof in any respect.</p>
<b>

<p ALIGN="CENTER">ARTICLE 4</p>

<p ALIGN="CENTER">COVENANTS WITH RESPECT TO CONDUCT</p>

<p ALIGN="CENTER">OF THE PARTIES PRIOR TO CLOSING</p>

<p ALIGN="JUSTIFY">4.1 <u>Implementing Agreement</u>.</b> Subject to the terms and
conditions hereof, each party hereto shall use its best effort to take all action required
of it to fulfill its obligations under the terms of this Agreement and to facilitate the
consummation of the transactions contemplated hereby and thereby.</p>

<p ALIGN="JUSTIFY"><b>4.2 <u>Access to Information and Facilities</u>.</p>

<p ALIGN="JUSTIFY">(a) </b>From and after the date of this Agreement, Shareholders and
Empire shall allow the Company and its representatives access during normal business hours
to all of the facilities, properties, books, contracts, commitments and records of Empire
and shall make the officers and employees of Empire available to the Company and its
representatives as the Company or its representatives shall from time to time reasonably
request. The Company and its representatives will be furnished with any and all
information concerning Empire which the Company or its representatives reasonably request.
</p>

<p ALIGN="JUSTIFY"><b>(b) </b>From and after the date of this Agreement, the Company shall
give Shareholders, Empire and their representatives access during normal business hours to
all of the facilities, properties, books, contracts, commitments and records of the
Company and shall make the officers and employees of the Company available to
Shareholders, Empire and their representatives as Shareholders or Empire shall from time
to time reasonably request. Shareholders, Empire and their representatives will be
furnished with any and all information concerning the Company which Shareholders or Empire
reasonably request.</p>

<p ALIGN="JUSTIFY"><b>4.3 <u>Preservation of Business.</u></b> From the date of this
Agreement until the Closing, Empire and the Company shall operate only in the ordinary and
usual course of business consistent with past practice, and shall use reasonable
commercial efforts to (a) preserve intact the present business organization of Empire and
the Company; (b) preserve the good will and advantageous relationships of Empire and the
Company, as the case may be, with employees and other persons material to the operation of
their respective businesses; and (c) not permit any action or omission within its control
which would cause any of the representations or warranties of Shareholders, Empire and the
Company, as the case may be, contained herein to become inaccurate in any material respect
or any of the covenants of Shareholders, Empire and the Company, as the case may be, to be
breached in any material respect. Without limiting the generality of the foregoing, prior
to the Closing, neither Shareholders and Empire nor the Company will, without having
obtained the prior written consent of the other parties:</p>

<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY"><b>(i) </b>incur any obligation or enter into any contract which either
    (x) requires a payment by any party in excess of, or a series of payments which in the
    aggregate exceed, $10,000 or provides for the delivery of goods or performance of
    services, or any combination thereof, having a value in excess of $10,000, or (y) has a
    term of, or requires the performance of any obligations by Empire or the Company, as the
    case may be, over a period in excess of, six months.</p>
    <p ALIGN="JUSTIFY"><b>(ii) </b>take any action, or enter into or authorize any contract or
    transaction other than in the ordinary course of business and consistent with past
    practice;</p>
    <p ALIGN="JUSTIFY"><b>(iii) </b>as applicable, sell, transfer, convey, assign or otherwise
    dispose of any of its assets or properties, except in the ordinary course of business;</p>
    <p ALIGN="JUSTIFY"><b>(iv) </b>waive, release or cancel any claims against third parties
    or debts owing to it, or any rights which have any value in an amount greater than $10,000
    other than actions taken consistent with normal past business practices;</p>
    <p ALIGN="JUSTIFY"><b>(v) </b>make any changes in its accounting systems, policies,
    principles or practices;</p>
    <p ALIGN="JUSTIFY"><b>(vi) </b>authorize for issuance, issue, sell, deliver or agree or
    commit to issue, sell or deliver (whether through the issuance or granting of options,
    warrants, convertible or exchangeable securities, commitments, subscriptions, rights to
    purchase or otherwise) any shares of its capital stock or any other securities (except for
    the Company Shares to be issued pursuant to this Agreement and except for shares of
    Company common stock that may be issued upon exercise of outstanding options), or amend
    any of the terms of any such securities.</p>
    <p ALIGN="JUSTIFY"><b>(vii) </b>split, combine, or reclassify any shares of its capital
    stock, declare, set aside or pay any dividend or other distribution (whether in cash,
    stock or property or any combination thereof) in respect of its capital stock, or redeem
    or otherwise acquire any of its securities;</p>
    <p ALIGN="JUSTIFY"><b>(viii) </b>make any borrowings, incur any debt (other than trade
    payables in the ordinary course of business or equipment leases entered into in the
    ordinary course of business), or assume, guarantee, endorse or otherwise become liable
    (whether directly, contingently or otherwise) for the obligations of any other person
    other than a subsidiary, or make any unscheduled payment or repayment of principal in
    respect of any Long Term Debt. &quot;Long Term Debt&quot; shall mean the aggregate
    original principal amount (less any cash repayments of principal previously made) of, and
    any and all accrued interest on, all indebtedness with respect to borrowed money and all
    other obligations (or series of related obligations) to pay money with respect to
    extensions of credit, including capitalized lease and deferred compensation obligations,
    except indebtedness or obligations for which all installments are payable within six
    months from the date of the advancement of funds or extension of credit. The term
    &quot;Long Term Debt&quot; shall include any amount listed or to be listed as a current
    liability on financial statements which reflects the current portion or final installments
    of obligations originally reflected as noncurrent liabilities;</p>
    <p ALIGN="JUSTIFY"><b>(ix) </b>make any new loans, advances or capital contributions to,
    or new investments in, any other person other than to a subsidiary consistent with normal
    business practices;</p>
    <p ALIGN="JUSTIFY"><b>(x) </b>except as contemplated by this Agreement, enter into, adopt,
    amend or terminate any bonus, profit sharing, compensation, termination, stock option,
    stock appreciation right, restricted stock, performance unit, pension, retirement,
    deferred compensation, employment, severance or other employee benefit agreements, trusts,
    plans, funds or other arrangements for the benefit or welfare of any director, officer or
    employee, or increase in any manner the compensation or fringe benefits of any director,
    officer or employee or pay any benefit not required by any existing plan and arrangement
    or enter into any contract, agreement, commitment or arrangement to do any of the
    foregoing other than actions taken in the ordinary course of business consistent with
    prior business practices;</p>
    <p ALIGN="JUSTIFY"><b>(xi) </b>except for capital expenditures contemplated by (xii)
    below, acquire, lease or encumber any assets outside the ordinary course of business or
    any assets which are material to its operations;</p>
    <p ALIGN="JUSTIFY"><b>(xii) </b>authorize or make any capital expenditures which
    individually or in the aggregate are in excess of $10,000 other than planned expenditures
    and other operations consistent with past business practices;</p>
    <p ALIGN="JUSTIFY"><b>(xiii) </b>make any tax election or settle or compromise any
    federal, state, local or foreign income tax liability, or waive or extend the statute of
    limitations in respect of any such taxes; </p>
    <p ALIGN="JUSTIFY"><b>(xiv) </b>pay or agree to pay any amount in settlement or compromise
    of any suits or claims of liability against it or its directors, officers, employees or
    agents in an amount more than $10,000; or </p>
    <p ALIGN="JUSTIFY"><b>(xv) </b>terminate, modify, amend or otherwise alter or change any
    of the terms or provisions of any contract other than in accordance with ordinary business
    practices, or pay any amount not required by law or by any contract in an amount more than
    $10,000.</p>
  </blockquote>
</blockquote>

<p ALIGN="JUSTIFY"><b>4.4 <u>Consents and Approvals</u>.</b> </p>

<p ALIGN="JUSTIFY"><b>(a) </b>Shareholders and Empire shall use reasonable commercial
efforts to obtain all consents, approvals, certificates and other documents required in
connection with the performance of this Agreement and the consummation of the transactions
contemplated hereby. Shareholders and Empire shall make all filings, applications,
statements and reports to all Governmental Authorities and other persons which are
required to be made prior to the Closing by or on behalf of Empire pursuant to any
applicable law or contract in connection with this Agreement and the transactions
contemplated hereby.</p>

<p ALIGN="JUSTIFY"><b>(b) </b>The Company shall use reasonable commercial efforts to
obtain all consents, approvals, certificates and other documents required in connection
with the performance by it of this Agreement and the consummation of the transactions
contemplated hereby. The Company shall make all filings, applications, statements and
reports to all Governmental Authorities and other persons which are required to be made
prior to the Closing by or on behalf of Company pursuant to any applicable law or contract
in connection with this Agreement and the transactions contemplated hereby.</p>

<p ALIGN="JUSTIFY"><b>4.5 <u>Maintenance of Insurance.</u></b> Empire shall continue to
carry any existing insurance, and shall not allow any breach, default, termination or
cancellation of such insurance policies or agreements to occur or exist.</p>

<p ALIGN="JUSTIFY"><b>4.6 <u>Supplemental Information.</u></b> From time to time prior to
the Closing, Shareholders and Empire, on the one hand, and the Company, on the other hand,
will promptly disclose in writing to the other any matter hereafter arising which, if
existing, occurring or known at the date of this Agreement would have been required to be
disclosed to the other parties hereto or which would render inaccurate any of the
representations, warranties or statements set forth herein.</p>
<b>

<p ALIGN="CENTER">ARTICLE 5</p>

<p ALIGN="CENTER">CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY</p>

<p ALIGN="JUSTIFY"></b>The obligations of the Company under this Agreement are subject to
the satisfaction or waiver by the Company of the following conditions precedent on or
before the Closing:</p>

<p ALIGN="JUSTIFY"><b>5.1 <u>Warranties True as of Both Present Date and Date of Closing</u>.</b>
The representations and warranties of Shareholders and Empire contained herein shall be
true and correct in all material respects on and as of the date of this Agreement, and
shall also be true and correct in all material respects on and as of the Closing with the
same force and effect as though made on and as of the Closing Date.</p>

<p ALIGN="JUSTIFY"><b>5.2 <u>Compliance With Agreement and Covenants</u>.</b> Shareholders
and Empire shall have performed and complied with all of their covenants, obligations and
agreements contained in this Agreement to be performed and complied with by it on or prior
to the Closing Date.</p>

<p ALIGN="JUSTIFY"><b>5.3 <u>Consents and Approvals</u>.</b> The Company shall have
received written evidence satisfactory to them that all consents and approvals required
for the consummation of the transactions contemplated hereby have been obtained, and all
required filings have been made.</p>

<p ALIGN="JUSTIFY"><b>5.4 <u>Documents</u>.</b> Company shall have received all of the
agreements, documents and items specified in Article 7 below.</p>

<p ALIGN="JUSTIFY"><b>5.5 <u>No Material Adverse Change</u>.</b> Since the date hereof, no
change in the business, operations, assets, liabilities, results of operations, cash
flows, condition (financial or otherwise) or prospects of Empire which is materially
adverse to Empire shall have occurred.</p>
<b>

<p ALIGN="CENTER">ARTICLE 6</p>

<p ALIGN="CENTER">CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS AND EMPIRE</p>

<p ALIGN="JUSTIFY"></b>The obligations of Shareholders and Empire under this Agreement are
subject to the satisfaction or waiver by Shareholders and Empire of the following
conditions precedent on or before the Closing:</p>

<p ALIGN="JUSTIFY"><b>6.1 <u>Warranties True as of Both Present Date and Date of Closing</u>.</b>
The representations and warranties of the Company contained herein shall be true and
correct in all material respects on and as of the date of this Agreement, and shall also
be true and correct in all material respects on and as of the Closing with the same force
and effect as though made by Company on and as of the Closing.</p>

<p ALIGN="JUSTIFY"><b>6.2 <u>Compliance With Agreement and Covenants</u>.</b> The Company
shall have performed and complied with all of its covenants, obligations and agreements
contained in this Agreement to be performed and complied with by it on or prior to the
Closing.</p>

<p ALIGN="JUSTIFY"><b>6.3 <u>Consents and Approvals</u>.</b> Shareholders and Empire shall
have received written evidence satisfactory to them that all consents and approvals
required for the consummation of the transactions contemplated hereby have been obtained,
and all required filings have been made.</p>

<p ALIGN="JUSTIFY"><b>6.4 <u>Documents</u>.</b> Shareholders and Empire shall have
received all of the agreements, documents and items specified in Article 7 below.</p>
<b>

<p ALIGN="JUSTIFY">6.5 <u>No Material Adverse Change</u>.</b> Since the date hereof, no
change in the business, operations, assets, liabilities, results of operations, cash
flows, condition (financial or otherwise) or prospects of Company which is materially
adverse to Company shall have occurred.</p>
<b>

<p ALIGN="CENTER">ARTICLE 7</p>

<p ALIGN="CENTER">DELIVERIES AT CLOSING AND POST-CLOSING</p>

<p ALIGN="JUSTIFY">7.1 <u>Deliveries by Shareholders and Empire</u>.</b> At the Closing,
in addition to any other documents or agreements required under this Agreement,
Shareholders and Empire shall deliver to the Company the following:</p>

<p ALIGN="JUSTIFY"><b>(a) </b>A certificate of the Secretary of Empire certifying
resolutions of the Board of Directors and stockholders of Empire approving and authorizing
the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby.</p>
<b><u>

<p>(</u>b) </b>The Certificate of Incorporation and the Bylaws of Empire, certified by the
Secretary of Empire.</p>

<p><strong>(c) </strong>A Certificate of Good Standing for Empire certified by the
Secretary of State of Delaware.</p>

<p ALIGN="JUSTIFY"><b>(d) </b>A legal opinion from Resch Polster Alpert &amp; Berger LLP
in form and substance acceptable to the Company.</p>

<p ALIGN="JUSTIFY"><b>(e) </b>Share certificates evidencing the Empire Shares duly
executed, or with duly executed assignments permitting valid transfer to the Company.</p>

<p ALIGN="JUSTIFY"><b>(f) </b>Such other certificate or documents as may be reasonably
requested by the Company to effect or evidence the transaction contemplated hereunder.</p>

<p ALIGN="JUSTIFY"><b>7.2 Deliveries by the Company.</b> A t the Closing, in addition to
any other documents or agreements required under this Agreement, the Company shall deliver
to Shareholders and Empire the following:</p>

<p ALIGN="JUSTIFY"><b>(a) </b>A certificate of the Secretary and Chief Executive of
Company certifying resolutions of the Board of Directors of the Company which (i) approved
and authorized the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated; (ii) appoint or appointed John P. McGrain
and Thomas Jacobsen as directors of the Company and accept or accepted the resignation of
George Plewes as director of the Company all to be effective as of the Closing; and (iii)
which appoint the following persons to the executive positions indicated below:</p>
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" WIDTH="402">
  <tr>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Name</font></td>
    <td WIDTH="66%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Position</font></td>
  </tr>
  <tr>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">John P.
    McGrain</font></td>
    <td WIDTH="66%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Chairman and
    Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Thomas
    Jacobsen</font></td>
    <td WIDTH="66%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">President</font></td>
  </tr>
  <tr>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Lynn W.
    Thurlow</font></td>
    <td WIDTH="66%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Chief
    Financial Officer and Secretary</font></td>
  </tr>
</TABLE>
</center></div><font FACE="Arial" SIZE="3">

<p ALIGN="JUSTIFY"><b>(b) </b>The Certificate of Incorporation and the Bylaws of Company,
certified by the Secretary of Company.</p>

<p ALIGN="JUSTIFY"><b>(c) </b>A Certificate of Good Standing for the Company certified by
the Secretary of State of Delaware.</p>

<p ALIGN="JUSTIFY"><b>(d) </b>A legal opinion from Crowe &amp; Dunlevy, counsel to the
Company in form and substance acceptable to Empire.</p>

<p ALIGN="JUSTIFY"><b>(e) </b>Share certificates evidencing the Company Shares duly
registered in the names of the Shareholders in the amounts set forth next to their
respective names on Exhibit A.</p>

<p ALIGN="JUSTIFY"><b>(f) </b>Such other certificates or documents as may be reasonably
requested by Empire to effect or evidence the transaction contemplated hereunder.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>
<b>

<p ALIGN="CENTER">ARTICLE 8</p>

<p ALIGN="CENTER">TERMINATION</p>

<p ALIGN="JUSTIFY">8.1 Termination.</b> Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated at any time prior to the Closing Date,
as follows:</p>

<p ALIGN="JUSTIFY"><b>(a) </b>With the mutual consent of all parties hereto;</p>

<p ALIGN="JUSTIFY"><b>(b) </b>By either party hereto if any court of competent
jurisdiction in the United States or other United States governmental body shall have
issued an order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting any of the transactions contemplated hereby and such order, decree,
ruling or other action shall have become final and nonappealable;</p>

<p ALIGN="JUSTIFY"><b>8.2 Effect of Termination.</b> If this Agreement is terminated
pursuant to Section 8.1, all obligations of the parties hereunder shall terminate, except
that no such termination shall relieve any party from liability for any prior willful
breach of this Agreement.</p>
<b>

<p ALIGN="CENTER">ARTICLE 9</p>

<p ALIGN="CENTER">INDEMNIFICATION</p>

<p ALIGN="JUSTIFY">9.1 Obligations of the Company.</b> The Company shall indemnify and
hold harmless Shareholders, Empire, and its respective directors, officers, employees,
affiliates, agents and assigns from and against any and all losses of Shareholders or
Empire, directly or indirectly, as a result of, or based upon or arising from any
inaccuracy in or breach or nonperformance of any of the representations, warranties,
covenants or agreements made by the Company in or pursuant to this Agreement; provided,
however, that the Company shall not be obligated to pay any such amounts unless and until
such amounts exceed $50,000. If such amounts exceed $50,000, then the Company shall be
obligated to pay all of such amounts from the first dollar, irrespective of the $50,000
threshold.</p>

<p ALIGN="JUSTIFY"><b>9.2 Obligations of Shareholders and Empire.</p>
</b>

<p ALIGN="JUSTIFY"><b>(a) Indemnification by Shareholders as to Title to, and
Transferability of, the Shares.</b> Shareholders and each of them hereby agree to
indemnify, defend and hold harmless the Company and every subsidiary and affiliate of the
Company, and every officer, director, shareholder, employee and agent of Company and every
such subsidiary and affiliate, and the successors and assigns of each of them, from any
and all claims, liabilities, losses, damages (including without limitation incidental,
consequential and punitive damages), costs and expenses, including court costs, reasonable
attorneys' fees, reasonable accountant's fees investigative fees, expert witness fees and
the costs associated therewith, arising out of or relating to the failure of Shareholders
and each of them to transfer and deliver to the Company good and marketable title to the
Empire Shares immediately prior to Closing, free and clear of any and all adverse
interests.</p>

<p ALIGN="JUSTIFY"><b>(b) Indemnification by Empire.</b> John P. McGrain
(&quot;McGrain&quot;) hereby agrees to indemnify, defend and hold harmless the Company and
every subsidiary and affiliate of the Company, and every officer, director, shareholder
employee and agent of the Company and every such subsidiary and affiliate, and the
successors and assigns of each of them, from any and all claims, liabilities, losses,
damages (including without limitation incidental, consequential and punitive damages),
costs and expenses, including court costs, reasonable attorneys' fees, reasonable
accountant's fees, investigative fees, expert witness fees and the costs associated
therewith, arising out of or relating to (i) any untruth, inaccuracy or misrepresentation
or breach of any of the representations, warranties, covenants or agreements made by
Shareholders or Empire in this Agreement; (ii) any failure of Shareholders or Empire to
perform or observe any term, provision, covenant, obligation, agreement or condition on
the part of Shareholders or Empire to be performed or observed pursuant to the terms of
this Agreement; and (iii) any misrepresentation by Shareholders or Empire in, or omission
from, any statement, certificate, Schedule, Exhibit or other document prepared or
furnished by Shareholders or Empire pursuant to the terms of this Agreement (iv), any
claims or liabilities of any kind or nature which arise out of, result from, or are
related to the operations, ownership, conduct, activities or failure to act of any party
associated with Shareholders, Empire or any of Empire&#146;s affiliates prior to or on the
Closing, irrespective of the date that any claim, suit or other cause of action related to
any of the foregoing is filed or otherwise instituted against Shareholders or Empire,
without limitation, claims or liabilities related to actual, potential or inchoate
security interests, liens, claims, obligations or encumbrances involving the business of
Empire. However, anything in this Article 9 or elsewhere in this Agreement to the contrary
notwithstanding, the obligations of McGrain to pay any amounts pursuant to this Section
9.2(b) shall be subject to the following limitations. McGrain shall not be obligated to
pay any amounts pursuant to this Section 9.2(b) unless and until such amounts exceed
$50,000. If such amounts exceed $50,000, then McGrain shall be obligated to pay only such
amounts that are in excess of $50,000. In addition, in no event shall McGrain be obligated
to pay any amounts pursuant to this Section 9.2(b) which exceed the value of 250,000
Company Shares (subject to proportionate adjustment in connection with any stock dividend,
stock split, recapitalization, merger, consolidation or similar transaction affecting the
common stock) taken at the applicable Market Price (as defined below) on any respective
Claim Determination Date (as defined below). The term &quot;Market Price&quot; means the
average of the closing sale prices of the Company's common stock as reported on the
over-the-counter bulletin board or other national consolidated trading system or
securities exchange on which the common stock is then listed for the ten trading days
immediately preceding the Claim Determination Date. The term &quot;Claim Determination
Date&quot; means the date on which any claim is accepted by mutual agreement of McGrain
and the claiming party or the date on which any order of a court of competent jurisdiction
requiring McGrain to pay any such amount becomes final and non-appealable. Any claim
pursuant to this Section 9.2(b) may be paid by McGrain by surrender to the Company of
Company Shares (which shall be valued for such purpose at the applicable Market Price on
the Claim Determination Date), by payment of cash or by a combination of both, at
McGrain's option. For example, if the Company asserted a valid claim under this Section
9.2(b) for $60,000, McGrain would be obligated to pay $10,000. If the Market Price on the
Claim Determination Date was $1.00 per share of common stock and if McGrain elected to pay
such amount one-half in cash and one-half in Company shares valued at the Market Price,
McGrain would pay $5,000 and surrender 5,000 Company Shares to the Company and McGrain's
remaining obligations under this Section 9.2(b) would be limited to any claims not
exceeding the value of the 240,000 Company Shares (subject to proportionate adjustment as
described above) taken at the applicable Market Price on any respective Claim
Determination Date.</p>

<p ALIGN="JUSTIFY"><b>9.3 Time Limitations</b>. Any claims for payments of amounts
pursuant to Section 9.1 must be asserted by written notice from the claiming party to the
Company not later than the date that is twenty-four months after the Closing. Any claims
for payments of amounts pursuant to Section 9.2(b) must be asserted by written notice from
the claiming party to McGrain not later than the date that is twelve months after the
Closing.</p>
<b>

<p ALIGN="CENTER">Article 10</p>

<p ALIGN="CENTER">MISCELLANEOUS</p>

<p ALIGN="JUSTIFY">10.1 Survival of Representations and Warranties. </b>All
representations and warranties hereunder of Empire and the Shareholders shall survive the
Closing for a period not to exceed twelve months thereafter. All representations and
warranties hereunder of the Company shall survive the Closing for a period not to exceed
twenty-four months thereafter.</p>

<p ALIGN="JUSTIFY"><b>10.2 Amendments; Waivers.</b> This Agreement and any schedule or
exhibit attached hereto may be amended only by agreement in writing of all parties. No
waiver of any provision nor consent to any exception to the terms of this Agreement shall
be effective unless in writing and signed by the party to be bound and then only to the
specific purpose, extent and instance so provided.</p>

<p ALIGN="JUSTIFY"><b>10.3 Schedules; Exhibits; Integration.</b> Each schedule and exhibit
delivered pursuant to the terms of this Agreement shall be in writing and shall constitute
a part of this Agreement, although schedules need not be attached to each copy of this
Agreement. This Agreement, together with such schedules and exhibits, constitutes the
entire agreement among the parties pertaining to the subject matter hereof and supersedes
all prior agreements and understandings of the parties in connection therewith.</p>

<p ALIGN="JUSTIFY"><b>10.4 Best Efforts; Further Assurances.</b> Except as otherwise
expressly provided herein, each party will use its best efforts to cause all conditions to
its obligations hereunder to be timely satisfied and to perform and fulfill all
obligations on its part to be performed and fulfilled under this Agreement, to the end
that the transactions contemplated by this Agreement shall be effected substantially in
accordance with its terms as soon as reasonably practicable. The parties shall cooperate
with each other in such actions and in securing requisite approvals. Each party shall
execute and deliver both before and after the Closing such further certificates,
agreements and other documents and take such other actions as the other party may
reasonably request of the other to consummate or implement the transactions contemplated
hereby or to evidence such events or matters.</p>

<p ALIGN="JUSTIFY"><b>10.5 Governing Law.</b> This Agreement and the legal relations
between the parties shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts made and performed in such State without
regard to conflicts of law doctrines, except to the extent that certain matters are
preempted by federal law or governed by the law of the jurisdiction of organization of the
respective parties. </p>

<p ALIGN="JUSTIFY"><b>10.6 No Assignment.</b> Neither this Agreement nor any rights or
obligations under it are assignable without the prior written consent of all parties.</p>

<p ALIGN="JUSTIFY"><b>10.7 Headings.</b> The descriptive headings of the Articles,
Sections and subsections of this Agreement are for convenience only and do not constitute
a part of this Agreement.</p>

<p ALIGN="JUSTIFY"><b>10.8 Counterparts.</b> This Agreement any amendment hereto or any
other agreement (or document) delivered pursuant hereto may be executed in one or more
counterparts and by different parties in separate counterparts. All of such counterparts
shall constitute one and the same agreement (or other document) and shall become effective
(unless otherwise provided therein) when one or more counterparts have been signed by each
party and delivered to the other party.</p>

<p ALIGN="JUSTIFY"><b>10.9 Publicity and Reports.</b> Shareholders and Empire and the
Company shall coordinate all publicity relating to the transactions contemplated by this
Agreement and no party shall issue any press release, publicity statement or other public
notice relating to this Agreement, or the transactions contemplated by this Agreement,
without consulting with the other party except to the extent that a particular action is
required by applicable law or stock exchange or regulatory policy.</p>

<p ALIGN="JUSTIFY"><b>10.10 Confidentiality.</b> All information disclosed in writing by
any party (or its representatives) in connection with the transactions contemplated by
this Agreement to any other party (or its representatives) shall be kept confidential by
such other party and its representatives and shall not be used by any such persons other
than as contemplated by this Agreement, except to the extent that such information or
disclosure (i) was known by the recipient when received, (ii) is or hereafter becomes
lawfully obtainable from other sources, (iii) is necessary or appropriate to disclose to a
Governmental Authority or stock exchange having jurisdiction over the parties, or (iv) may
otherwise be required by law. If this Agreement is terminated in accordance with its
terms, each party shall use all reasonable efforts to return upon written request from the
other party all documents (and reproductions thereof) received by it or its
representatives from such other party (and, in the case of reproductions, all such
reproductions made by the receiving party) that include information not within the
exceptions contained in the first sentence of this Section 10.10, unless the recipients
provide assurances reasonably satisfactory to the requesting party that such documents
have been destroyed.</p>

<p ALIGN="JUSTIFY"><b>10.11 Parties in Interest.</b> This Agreement shall be binding upon
and inure to the benefit of each party, and nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement. Nothing in this Agreement is intended to
relieve or discharge the obligation of any third person to any party to this Agreement.</p>

<p ALIGN="JUSTIFY"><b>10.12 Notices.</b> Any notice or other communication hereunder must
be given in writing and (a) delivered in person, (b) transmitted by facsimile or other
telecommunications mechanism or (c) mailed by certified or registered mail, postage
prepaid, receipt request, as follows:</p>

<p ALIGN="JUSTIFY">If to the Company:</p>

<p ALIGN="JUSTIFY">Albert E. Whitehead</p>

<p ALIGN="JUSTIFY">Americomm Resources Corporation</p>

<p ALIGN="JUSTIFY">15 E. 5th Street</p>

<p ALIGN="JUSTIFY">Suite 4000</p>

<p ALIGN="JUSTIFY">Tulsa, Oklahoma 74103-4346</p>

<p ALIGN="JUSTIFY">Telephone: (918) 587-8093</p>

<p ALIGN="JUSTIFY">Facsimile: (918) 587-1883</p>

<p ALIGN="JUSTIFY">With a copy not constituting notice to:</p>

<p ALIGN="JUSTIFY">J. Bradford Hammond, Esq.</p>

<p ALIGN="JUSTIFY">Crowe &amp; Dunlevy</p>

<p ALIGN="JUSTIFY">321 South Boston Avenue</p>

<p ALIGN="JUSTIFY">Tulsa, Oklahoma 74103-3313</p>

<p ALIGN="JUSTIFY">Telephone: (918) 592-9814</p>

<p ALIGN="JUSTIFY">Facsimile: (918) 599-6337</p>

<p ALIGN="JUSTIFY">If to Shareholders and Empire :</p>

<p ALIGN="JUSTIFY">Randall M. Gates</p>

<p ALIGN="JUSTIFY">Empire Petroleum Corporation.</p>

<p ALIGN="JUSTIFY">28128 Pacific Coast Highway</p>

<p ALIGN="JUSTIFY">Suite 221</p>

<p ALIGN="JUSTIFY">Malibu, California 90265</p>

<p ALIGN="JUSTIFY">Telephone: (310) 457-9862</p>

<p ALIGN="JUSTIFY">Facsimile: (209) 396-9155</p>

<p ALIGN="JUSTIFY">With a copy not constituting notice to:</p>

<p ALIGN="JUSTIFY">Aaron A. Grunfeld, Esq.</p>

<p ALIGN="JUSTIFY">Resch Polster Alpert &amp; Berger LLP</p>

<p ALIGN="JUSTIFY">10390 Santa Monica Boulevard, Fourth Floor</p>

<p ALIGN="JUSTIFY">Los Angeles, California 90025</p>

<p ALIGN="JUSTIFY">Telephone: (310) 277-8300</p>

<p ALIGN="JUSTIFY">Facsimile: (310) 553-3209</p>

<p ALIGN="JUSTIFY">or to such other address or to such other person as either party shall
have last designated by such notice to the other party. Each such notice or other
communication shall be effective (i) if given by telecommunication, when transmitted to
the applicable number so specified in (or pursuant to) this Section 10.12 and an
appropriate answer back is received, (ii) if given by mail, three days after such
communication is deposited in the mails with first class postage prepaid, addressed as
aforesaid or (iii) if given by any other means, when actually received at such address.</p>

<p ALIGN="JUSTIFY"><b>10.13 Expenses.</b> The parties shall each pay their own expenses
incident to the negotiation, preparation and performance of this Agreement and the
transactions contemplated hereby, including but not limited to the fees, expenses and
disbursements of their respective advisors, accountants and counsel.</p>

<p ALIGN="JUSTIFY"><b>10.14 Remedies; Waiver.</b> All rights and remedies existing under
this Agreement and any related agreements or documents are cumulative to and not exclusive
of, any rights or remedies otherwise available. No failure on the part of any party to
exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor
shall any single or partial exercise preclude any further or other exercise of such or any
other right.</p>

<p ALIGN="JUSTIFY"><b>10.15 Attorney Fees.</b> In the event of any Action for the breach
of this Agreement or misrepresentation by any party, the prevailing party shall be
entitled to reasonable attorney's fees, costs and expenses incurred in connection with
such action.</p>

<p ALIGN="JUSTIFY"><b>10.16 Knowledge Convention.</b> Whenever any statement herein or in
any schedule, exhibit, certificate or other documents delivered to any party pursuant to
this Agreement is made &quot;to its knowledge&quot; or &quot;to its best knowledge&quot;
or words of similar intent or effect of any party or its representative, such person shall
make such statement only after conducting a diligent investigation of the subject matter
thereof, and each statement shall be deemed to include a representation that such
investigation has been conducted.</p>

<p ALIGN="JUSTIFY"><b>10.17 Representation by Counsel; Interpretation.</b> Shareholders,
Empire and the Company each acknowledge that each party to this Agreement has been
represented by counsel in connection with this Agreement and the transactions contemplated
by this Agreement. Accordingly, any rule of law, including but not limited to Section 1654
of the California Civil Code or any similarly drafted provision of any law or statute in
Delaware or other jurisdiction, or any legal decision that would require interpretation of
any claimed ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived. The provisions of this Agreement shall be interpreted
in a reasonable manner to effect the intent of the parties hereto .</p>

<p ALIGN="JUSTIFY"><b>10.18 Severability.</b> If any provision of this Agreement is
determined to be invalid, illegal or unenforceable by any Governmental Authority, the
remaining provisions of this Agreement to the extent permitted by law shall remain in full
force and effect provided that the economic and legal substance of the transactions
contemplated is not affected in any manner materially adverse to any party.</p>

<p ALIGN="JUSTIFY"><b>10.19 Retention of Tulsa Offices</b>. The Company shall, unless
otherwise consented to in writing by Albert E. Whitehead, retain its Tulsa, Oklahoma
offices from the Closing Date until May 31, 2002 and shall pay the related operating
expenses up to $7,819.79 per month.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year first
above written.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>
</font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="367">
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3">AMERICOMM RESOURCES CORPORATION,<p>a Delaware
    corporation</p>
    <p>By Albert E. Whitehead, Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">EMPIRE PETROLEUM
    CORPORATION,</p>
    <p ALIGN="JUSTIFY">a Delaware corporation</p>
    <p ALIGN="JUSTIFY">By: John P. McGrain, Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">SHAREHOLDERS</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Randall M. Gates</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Michael Schnieder</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Aaron A. Grunfeld</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Russell Family Trust</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Lana M. Tenney</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Lisa A. Kirby</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Jack Wright</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">John P. McGrain</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Patrick Williams Advisors,
    Ltd.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">825804 Alberta Ltd.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Sage Exploration, Inc.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Lynnco Properties Ltd.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Thomas J. Jacobsen</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="JUSTIFY">Six Pack Investments Inc.</font></td>
  </tr>
</TABLE>
<font FACE="Arial" SIZE="3">

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<b>

<p ALIGN="CENTER">EXHIBIT A</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>
</b></font>

<table CELLSPACING="0" BORDER="0" WIDTH="606">
  <tr>
    <td WIDTH="35%" VALIGN="TOP" HEIGHT="47"></td>
    <td WIDTH="31%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Number
    of Empire Shares Owned</font></td>
    <td WIDTH="34%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Number
    of Company Shares Received on Closing</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Randall M. Gates</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">7.5000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">140,481</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Michael Schnieder</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">7.5000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">140,481</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Aaron A. Grunfeld</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">10.0000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">187,309</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Russell Family Trust</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">10.0000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">187,309</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Lana M. Tenney</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">10.0000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">187,309</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Lisa M. Kirby</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">36.7310</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">688,004</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Jack Wright</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">7.5000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">140,482</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">John P. McGrain</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">100.0000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">1,873,088</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Patrick Wiliams Advisors Ltd.</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">10.7690</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">201,713</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">825804 Alberta Ltd.</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">77.8948</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">1,459,038</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Sage Exploration, Inc.</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">36.4912</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">683,512</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Lynnco Properties Ltd.</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">19.6491</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">368,045</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas J. Jacobsen</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">32.9825</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">617,791</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Six Pack Investments Inc.</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">32.9824</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">617,789</font></td>
  </tr>
  <tr>
    <td WIDTH="35%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Totals:</font></td>
    <td WIDTH="31%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">400.0000</font></td>
    <td WIDTH="34%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="RIGHT">7,492,351</font></td>
  </tr>
</TABLE>
<font FACE="Arial" SIZE="3">

<p ALIGN="JUSTIFY">&nbsp;</p>
<b>

<p ALIGN="CENTER">EXHIBIT 3.4</p>

<p ALIGN="CENTER">Stock Option Schedule</p>
</b></font>

<table CELLSPACING="0" BORDER="0" WIDTH="624">
  <tr>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">Name Option</font></td>
    <td WIDTH="13%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Year
    Granted</font></td>
    <td WIDTH="19%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Shares
    Under Option</font></td>
    <td WIDTH="19%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">Expiration</p>
    <p ALIGN="CENTER">Date</font></td>
    <td WIDTH="19%" VALIGN="TOP" HEIGHT="47"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">Option</p>
    <p ALIGN="CENTER">Price</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas R. Bradley</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1995</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">66,666</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">06/14/05</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">$0.65625</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas R. Bradley</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1996</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">200,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">10/11/06</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.6875</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Gale L. Staton</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1996</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">10,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">11/28/06</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.53125</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas R. Bradley</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1998</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">100,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">07/09/08</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1.375</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">George H. Plewes</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1998</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">100,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">07/09/08</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1.375</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">John C. Kinard</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1998</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">100,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">07/09/08</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1.375</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Albert E. Whitehead</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1998</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">100,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">07/09/08</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">1.375</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas L. Thompson</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">2000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">25,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">03/15/10</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.4370</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Thomas R. Bradley</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">2000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">70,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">03/15/10</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.4370</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">John C. Kinard</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">2000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">70,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">03/15/10</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.4370</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">George H. Plewes</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">2000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">70,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">03/15/10</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.4370</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Albert E. Whitehead</font></td>
    <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">2000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">70,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">03/15/10</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">0.4370</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="3">Total:</font></td>
    <td WIDTH="13%" VALIGN="TOP"></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="3"><p ALIGN="CENTER">981,666</font></td>
    <td WIDTH="19%" VALIGN="TOP"></td>
    <td WIDTH="19%" VALIGN="TOP"></td>
  </tr>
</TABLE>
<font FACE="Arial" SIZE="3">

<p ALIGN="JUSTIFY">&nbsp;</p>
<b>

<p ALIGN="CENTER">SCHEDULE 2.9</p>
</b>

<p>Empire is a party to an agreement dated March 14, 2001 with HDL Investments Inc. which
provides for a sub-lease of certain office space in Calgary, Alberta, Canada for a period
of five years commencing May 1, 2001 and expiring April 30, 2006. The monthly rental is
$3,733.33.</p>
<b>

<p ALIGN="CENTER">SCHEDULE 3.5</p>
</b>

<p ALIGN="JUSTIFY">The Company did not hold an annual meeting of shareholders during 2000
and as a result did not file a definitive proxy statement with the Securities and Exchange
Commission in connection therewith.</p>
</font>
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