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Management Profile MANAGEMENT PROFILE WDS ~WDS RESOURCES INC. Sanford Dvorin Petroleum Engineer 5025 Arapaho Road, Suite 350 Dallas, Texas 75248 (214) 661-8885, Fax (214) 661-1618 WDS (~~ WDS RESOURCES, INC. Jason Dru Dvorin NASD GENERAL SECURITIES PRINCIPAL President and Chief Executive Officer WDS RESOURCES Jason Dm Dvorin, President, Chief Executive Officer, and principal shareholder of WDS Resurces, Incorporated since its formation in 1991 (Incorporated in Texas). Mr. Dvorin, a native Texan, was born in 1968 in Tyler, Texas. After attending SMU and Richland College, 1986 - 1989, Marketing and Finance, attended Leonard's National Training Program, 1988 - 1989, and was licensed as a NASD General Securities Principal, Series Series 24. Mr. Dvorin was employed as Assistant Manager of Research and Due Diligence, in an industrial co-operative education capacity, 1984 - 1989, with a petroleum consulting firm, AFE Oil & Gas Consultants, in Dallas, Texas. In that capacity he located and investigated matters involving lease ownership and assignments, located and verified data on abandoned and producing oil and gas wells, and made field investigations to locate and verify acreage. He had experience in the location, identifcation, and inventory of surface and down hole equipment; made periodic spots checks of live production and surface or pipe transmission of oil and gas; he investigated and verified records of oil and gas gathers. Mr. Dvorin, as Assistant Manager, also observed and recorded events while "sitting" wells and actively participated, to a lesser degree, in repair and maintenance of well equipment, gathering equipment, and lease facilities in a hands-on real-time environment. He prepared retroactive and proposed AFEs (authorization for expenditures) as part of his normal duties. During his tenure with the petroleum consulting company, Mr. Dvorin had the opportunity to routinely communicate, negotiate, and obtain results by working on a one on one basis with petroleum engineers, geologists, various petroleum consultants, design engineers, reservoir engineers, mechanical engineers, drillers, gatherers, oil marketers, oil producers, operators, suppliers and contractors of oil field services and supplies. As Assistant Manager of Research he was proactively involved in the analysis of payout potential for investors in oil and gas limited partnerships and suggesting, when possible, remedial measures. Mr. Dvorin is a member of the Society of Petroleum Engineers. He received his Certificate of Registration from the Texas State Securities Board for the sale of interests in direct participation programs in 1990. His other firm, Worthington & Dunn Securities, Incorporated received its Certificate from the National Association of Securities Dealers in 1990, and the United States Securities and Exchange Commission granted Worthington and Dunn Securities its Registration as a Broker Dealer in 1990. He is a member of the Texas Stock and Bond Dealers Association, the American Management Association, and the Dallas Security Dealers Association, an affiliate of the Security Traders Association, Incorporated. Albert Jonietz Senior Vice President of Oil and Gas Operations WDS RESOURCES /~klbert Jonietz, Senior Vice President of Oil and Gas Operations. is a consulting engineer in Texas, Oklahoma, and New Mexico. In this capacity, he prepares drilling and completion AFEs, submits all drilling and completion forms to the respective regulatory agencies, and obtains drilling contracts, lease evaluations, and operations of producing wells. As a drilling consultant, Mr. Jonietz is responsible for the drilling of horizontal and directional wells located in Texas, Oklahoma and New Mexico, ranging from 5,000' to 18,000' in depth. Drilling involves high pressure gas wells that can necessitate 16# or better mud during drilling operations. He supervises all drill stem testing, coring, logging, liner setting, and directional drilling where applicable and directional drilling for sidetracking operations due to unrecoverable fish in the hole, sidetracking operations to gain structural advantage and the running of mud motors, MWD systems and steering tools. As a completion and production consultant, Mr. Jonietz supervises the completion of new wells including running and interpreting bond logs, conventional and miscroseismogram type, and running correlation Gamma Ray Neutron logs. He is proficient in dual completions, acidizing, and fracturing using conventional methods, and N2 and CO2 fracturing in areas containing clay embedded sands. He supervises workovers, reworks to new zones, fishing operations and regular well maintenance, as well as supervises and designs tank battery hookups, gathering systems, compressor stations, vapor recovery unit, gas lift installations, submersible, and jet and and hydraulic pump installations. Mr. Jonietz served as Operations Manager for Turnco Inc. in Hobbs, New Mexico and Alice, Beaumont, and Graham, Texas (1977 TO 1987). He supervised 150 contract pumpers and company pumpers, five field superintendents, two company roustabout crews and five well service machines. His office staff included three engineers, landmen, geologist, accountant and production clerks. He was responsible for the operation of 500 oil & gas wells located in Kansas, Oklahoma, New Mexico and Texas Drilling included 25 to 30 wells per year ranging in depths of 2,600' to 18,000' covering the four state area. Additional duties included preparation and implementation of drilling and operational budgets, all associated Petroleum Engineering duties, profit and loss analysis of the producing properties, contract execution for equipment purchases, oil and gas sales and obtaining institutional financing for the purchase of new properties. He was employed by Clayton W. Williams Jr. as Production Manager at the Clajon Gas Gathering Company (1976 to 1977). In this management capacity of part interest and company owned properties, he designed gas gathering and compression facilities systems, Kobe installations, surface gathering and storage facilities for oil and gas wells, and salt water disposal systems. He evaluated producing and non producing properties, supervised company pumpers and foremen, and prepared AFE's for drilling and workover wells, as well as all associated Petroleum Engineering duties. Mr. Jonietz served as Project Engineer for the Pt Caltex Pacific Indonesia in Rumbai, Sumatra (1975 to 1976). He supervised the execution of well drilling and completion operations on field and wildcat wells (offshore Sumatra.). He designed waterflood facilities for the Minas Field in Sumatra., Indonesia. Declining reservoir pressure in the Minas Field necessitated full expansion of the then present peripheral flank type of injection. Plant design was to inject 820,000 BWPD in order to maintain the reservoir above the bubble point. Mr. Jonietz served as Area Petroleum Engineer for Texaco Inc. in Pecos, Texas (1974 to 1975). His responsibilities included the training of three engineers, preparation of work schedules for the Engineers, foremen, and roustabout crews, preparation of AFE's and casing design on deep Delaware Basin gas wells (23,000' + ) and cost reform and profit improvement studies. Reservoir engineering duties included PvT, PZ Cum, material balance, decline curve analysis, and isopachous mapping. He was in charge of production monitoring, pumping unit design, waterflood plant, salt water disposal and bank battery design, as well as wellsite geology and engineering on field and wildcat wells. Mr. Jonietz served as Drilling and Production Engineer for the American Overseas Petroleum Corporation (CALTEX) in Tripoly, Libya Lar (1972 to 1974). He was responsible for the protection against corrosion for the waterflood, oil producing and oil storage facilities. He designed (GOSP) gas oil separating units for the different areas of the Amoseas concessions (Beda and Nafoora) and gas gathering facilities to implement the use of flared gas, Gas was being flared at the rate of 40 to 50 MMCF/Day. Facilities were designed to gather, compress, and ship gas to Marsa Brega for use in an Ammonium fertilizer plant. Split stream was designed to utilize part of the gas stream to gas lift the producing wells that were not capable of flowing. System design was for 1500psi. Mr. Jonietz monitored production at both the Beda and Nafoora concessions in order to maximize production. He recommended larger submersible installations for Nafoora, and larger pumping equipment for Beds. He supervised casing design on the drilling wells, made drilling fluid recommendations (i.e. inverse emulsion, polymer, and/or conventional systems), ran hydraulic programs for the drilling wells to obtain maximum drilling optimization and calculated optimum producing rates in order to minimize early water encroachment. Mr. Jonietz was a Field Petroleum Engineer for Texaco Inc. in Pecos, Texas (1969 to 1972). His responsibilities included wellsite geology and engineering on field and wildcat wells located in the Permian Basin of West Texas. He supervised drill stem testing, coring, logging, running casing and well completions. He was responsible for the protection against corrosion for Texaco's deep gas wells, and three waterfloods. He performed inhibitor evaluation, corrosion monitoring and analyses due to corrosion. He was responsible for economic evaluation for producing leases and recommendations for remedial work and procedures. Equipment recommendations were based on pressure build-up data and/or PI data. He monitored production and producing problems in the waterfloods and ran and calculated pressure decay teats on the injection wells. He served as Senior Field and Sales Engineer for Dresser-Atlas (Western-Atlas) in Wichita Falls, Monahans, and Houston, Texas, Hobbs, New Mexico and Weston, West Virginia (1963 to 1969). He was in charge of the operation of a mobile logging unit involved in running open and cased hole surveys in oil and gas wells. Log interpretation was by all known methods. He field tested new and experimental tools and was responsible for technical sales, logging proposals, and submitting bids on projects, as well as customer relations. Mr. Jonietz was graduated from Ball High School in Galveston and received his B.S. in Chemical Engineering from East Central Oklahoma State University. Post graduate work includes course study in Principles of Well Logging, Drilling Fluid Technology, Texaco Inc. Operations, Principles of Oil and Gas Well Drilling, Reservoir Engineering and Principles of Cathodic Protection and Oilfield Water TechnOlogy. David E. Dvorin Vice President of Oil and Gas Operations WDS RESOURCES David E. Dvorin, Vice President of Oil and Gas Operations, was awarded the Master of Science in Petroleum Engineering by the University of Texas, Austin, Texas in 1985; he was awarded a Fellowship by the Texas Petroleum Research Committee and served as a Research Assistant to the University of Texas Petroleum Engineering Department, 1984 - 1985. He was awarded the Bachelor of Arts Degree in Chemistry, minor in Economics, by Rutgers University, New Brunswick, New Jersey in 1982. Mr. Dvorinjoined, in 1985, Exxon Company USA, Houston, Texas, as a Project Engineer. As an Exxon Project and Reservoir Engineer he planned and executed petroleum workover projects for Exxon's Katy Gas Field in Texas. In his capacity as Research Fellow for the Texas Petroleum Research Committe, Mr. Dvorin designed, built, and completed a scientific petroleum project which simulated steam injection petroleum recovery techniques. The success of the project led to budget enhancement and program extension by the Committee. Mr. Dvorin joined The Squibb Institute for Medical Research in 1986 as a Senior Research Assistant and later became a Research Associate. In 1989 he assumed duties as Scientific Support Analyst with Scientific Informations Systems, a division of E.R. Squibb & Sons, Inc., New Brunswick New Jersey. He currently serves Squibb as a Software Engineer. Mr. Dvorin has extensive experience with and personal knowledge of both personal and minicomputers, their peripherals, and petroleum and other scientific software; the design, implementation, and integration of large computer systems and software for data acquisition in a scientific environment. Mr. Dvorin will rely on the expertise gained as a Reservoir Engineer with Exxon USA and on experts and consultants to assist and advise the President of WDS Resources in regard to its business activities and particularly in connection with matters pertaining to petroleum reservoirs and petroleum recovery enhancement. Elmer H. Taylor Shareholder WDS RESOURCES Elmer H. Taylor, WDS RESOURCES shareholder, was awarded his Masters Degree, Theology, by the Dallas Theological Seminary in 1958. He also holds a Bachelor of Science Degree in Industrial Cost Accounting and Auditing, awarded in 1950 by Oregon State University. Mr. Taylor became a Licensed Real Estate Agent in 1958 and has been continuously active in real estate since. He owns and manages property holdings in Michigan, Oregon, and Texas. Mr. Taylor has extensive experience in multiple party negotiations involving acquisition, disposition, and leasing of developed and undeveloped property, farm and ranch lands and their associated rights such as oil and gas minerals. Ivar A. Lundgaard Shareholder WDS RESOURCES Ivar A. Lundgaard, WDS RESOURCES shareholder, was graduated from University of Rochester, Rochester, New York, 1942, with a B.S. in Chemical Engineering and and a B.A. in Economics. He joined I. E. DuPont de Nemours and Company and held various supervisory and management position in their Research and Manufacturing Division from 1942 until 1960. In 1960 he was promoted to a district position and was subsequently promoted to Director of Marketing and, in 1970 moved into general management. In 1975 he was promoted to and, until 1982, served as General Manager of the petroleum based Polymer Products Division. Mr. Lundgaard, in 1982, formed and acted as the General Partner of Petroleum Partners Partnerships until 1984. As General Partner of Petroleum Partners Partnerships, he was active in all aspects of oil and gas ventures, partnerships, limited partnerships, and individual oil and gas investments. Mr. Lundgaard has been the President of the Delaware Symphony Association since 1985 and is active in civic affairs and management of his personal portfolio. Allen G. Askew Shareholder WDS RESOURCES Allen G. Askew, WDS RESOURCES shareholder, was awarded the Bachelor of Science by Western Michigan University in 1964. He received the Master of Arts Degree from Bradley University in 1966, and was awarded his Doctorate of Philosophy in 1975 by Illinois Institute of Technology (ITr). He served as Staff Psychologist and a Counselor at Bradley University, 1965 - 1967. He served as an Academic Psychologist from 1967 to 1973. He served as Director of a medical unit of the Lutheran General Hospital from 1975 - 1985. Doctor Askew opened a private practice as a Clinical Psychologist in 1973 and is in private practice at this time. He is affiliated with the Lutheran General Hospital Division of Medicine, since 1975, and the Lutheran General Hospital Division of Psychiatry, since 1975, and the Parkside Lutheran Hospital. He has served as Adjunct Associate Professor of Psychology in Psychiatry at the University of Illinois, Abraham Lincoln School of Medicine since 1975. Doctor Askew is a member of the Illinois Psychological Association, the American Psychological Association, the Council for the National Register of Health Service Providers in Psychology; the Institute of Medicine of Chicago, and the Jungian Psychoanalytical Institute. He is a frequent public speaker, has been a frequent guest of broadcast media. He has several publications to his credit, among them,"Visual- perceptual Dysfunction Mixed with an Adjustment Reaction". Doctor Askew completed his active military duty with the United States Air Force in 1958, he received an Honorable Discharge from the Illinois Air National Guard, 1968 - 1974, as a First Lieutenant, and holds the rank of Captain, 1974, United States Air Force Inactive Reserves. WDS RESOURCES, INC, PRODUCTION ACQUISITION AND ENHANCEMENT COMMITTEE The Consulting Petroleum Experts listed here, and others, are selectively retained as advisors and consultants to WDS Resources, Inc. in order to provide experienced, professional, and seasoned recommendations to the various officers and committees active in the selection and evaluation of petroleum production and enhancement targets. Their full resumes are available from the offices of Worthington and Dunn Securities, Inc. Consulting Petroleum Professionals David ~ Ahalt, P.E. Mr. Ahalt has over twenty five years of hands on experience in the petroleum industry. He has acted as managing or consulting petroleum engineer with field responsibility for drilling, reservoir, reservoir storage, completion, primary and secondary recovery, and workover projects for companies such as Triton, Halliburton, Southern Union, and Marathon Oil. Mr. A_halt is familiar with geological conditions in many areas of Pennsylvania, Michigan, Wyoming, Nebraska, New Mexico, the Texas Austin Chalk, Texas, and other areas. He is computer literate and intimately familiar with use of OGRE Reservoir Engineering Software in the preparation of reserve reports acceptable to the SEC. Mr. Ahalt's hands on experience is a valuable adjunct to his professional skills. Mr. Ahalt has a B.S. in Petroleum Engineering and has thirty three hours toward his Masters in Business Administration. He is an active Registered Professional Engineer - Sate of Texas. A. V. Nguyen, P.E. Mr. Nguyen has over a decade of petroleum experience with companies such as Deminex, Superior, and Texaco U.S.A. He has extensive experience on more than five hundred petroleum properties performing reserve evaluations in states such as Colorado, Kansas, Illinois, Louisiana, Nebraska, New Mexico, Oklahoma, Wyoming, and Texas. His depth of experience in areas such as waterflood feasibility, reservoir analysis, unitization, secondary production, reservoir simulation, preparation of drilling prognosis, recompletion, and remedial work procedures has qualified him as an Expert Witness in both Oklahoma and Texas. He has broad professional and hands on experience in the petroleum industry. Mr. Nguyen has a Bachelor of Science in Petroleum Engineering, is a Registered Professional Engineer - State of Texas, and is active in societies relative to his profession. James F. Carroll, P.E. Mr. Carroll is working on his third decade of professional and hands on experience in the petroleum industry, primarily as a professional employee of the prestigious Schlumberger Well Services company. Mr. Carroll has been granted (or has pending) industry patents such as a nuclear activation method and apparatus for detecting earth elements. His contributions have received professional notice from his peers in Chevron and other companies and are too extensive to list here. In addition to having seen eight society technical papers published by the Society of Petroleum Engineers, James is a member of the Society of Professional Log Analysts-Society of Petroleum Engineers. During the last ten years his career has been dedicated to the development of petroleum tools and interpretation techniques. He has extensive experience in the Gulf of Mexico, Louisiana, and Texas. Mr. Carroll holds a Master of Science - Geophysics. Lawrence IL Millikan, P.E. Mr. Millikan has been active in the petroleum industry, world wide, since the mid fifties. During his career, he received specialized training from Esso Research in fluid mechanics and well logging, from Creole in computer programming and applications, from the University of Oklahoma in advanced reservoir engineering, from Louisiana State University in computer programming, and from Gulf Oil various advanced technical courses. He has held key assignments in reservoir evaluation and work over projects in Venezuela, Columbia, Ecuador, and in many states including California and Texas with companies such as Standard Oil, Gulf Research and Development, and Gulf Exploration and Production Company. Mr. Millikan served as the Senior Consulting .~ Petroleum Engineer for a major Texas bank. As a senior bank officer he was responsible for ':~ evaluation of petroleum reservoirs in order to establish the collateral value of oil, gas, and condensate reserves. He is intimately familiar with reservoir engineering evaluation techniques. Mr. Millikan holds a B.S. in Petroleum Engineering. ... over 200 years of oil and gas experience Edwin D. Cable, P.E. Mr. Cable is a graduate of the University of Texas and has attended Cornell and Colgate Universities. He has almost a quarter of a century of experience in the evaluation of the values of petroleum properties for a major Texas bank. In that capacity he evaluated properties, reservoirs, pipelines, refineries, gasoline plants, and mineral deposits. He has extensive practical hands on experience in the industry and has been involved in exploration and production evaluations from an estate tax view. Mr. Cable holds a B.S. in Petroleum Engineering and is affiliated with the Honorary Petroleum Engineering Fraternity, the Society of Petroleum Engineers, and is a registered Professional Engineer - State of Texas. Billy D. Brown, P.E. Mr. Brown has over a quarter century of experience in the petroleum industry, a major portion of which was as a professional associate of Lone Star Gas Company, a major southwestern United States company. While with Lone Star Gas, Mr. Brown served as the Senior Staff Petroleum Engineer and Chief Reservoir Engineer in which capacity he was responsible for evaluation of gas reserves, deliverabilities of new wells, maintenance of gas reserve estimates, and evaluations of gas storage fields. His primary duty was to provide technical counsel in all aspects of gas supply and gas storage operations. Mr. Brown is a member of the Society of Petroleum Engineers, of the American Association of Petroleum Geologists, serves as a Project Advisor on the Natural Gas Supply Committee of the Gas Research Institute, is a member of the Board of Directors of the Potential Gas Committee of the United States. Mr. Brown holds a B.S. in Petroleum Engineering and is a Registered Professional Engineer - State of Texas. Richard O. Berg, P. E. Mr. Berg has spent more than thirty years serving the petroleum industry and, in recent years been an Operations Manager for OXY U.S.A., Inc. (formerly Cities Service Oil and Gas Corporation). He was responsible for all activities regarding the operation and production of more than a thousand oil wells. He was responsible for a combined annual budget in the range of two hundred million dollars. His professional knowledge and practical hands on experience have made him intimately familiar with and expert in most aspects of oil and gas exploration, production, and remedial work. He is an active professional member of the International Association of Drilling Contractors, the Society of Petroleum Engineers, and the American Petroleum Institute. Mr. Berg holds a B.S. - Mining Engineering, Petroleum Option and is a Registered Professional Engineer - State of Oklahoma. Paul L. Crenshaw, P.E. Mr. Crenshaw's petroleum career spans almost four decades and virtually every aspect of oil and gas production. He was a professional associate of Dowell Chemical U.S.A. with four principal assignments: Regional Engineering Manager in the famous Permian Basin of Texas and in the southeast U.S.A., both on and offshore; Manager of Mechanical Research and Development for Dow; Deep Well Coordinator in the Permian Basin, and Manager of Treatment Engineering and Development for Dow. Most recently he was professionally associated with the Western Company of North America as Manger of Technology in which capacity he directed R&D for chemical products and petroleum treating processes. Mr. Crenshaw is a member of the Society of Petroleum Engineers; he is past director, past chairman of three society committees. He is a Registered Expert with the National Forensic Center in the United States. Mr. Crenshaw holds a Bachelor of Science and is a Registered Professional Engineer - State of Texas. Sanford Dvorin Consulting Petroleum Engineer Professional Experience: I have been actively involved in all phases of the oil and gas industry since 1968 as a Consulting Petroleum Engineer with major emphasis on the completion and work-over aspects of the industry. I have a high level of familiarity with all the industry including capitalization, prospect work-up, selection of site and pay zones, drilling, completion, sales to gatherers, and work-over. The most critical phases in oil and gas projects ordinarily occur in the drilling phase and in the completion phase. Management, observation, and control of the events and processes in these two critical phases is usually known as "sitting the well." It is, naturally, desirable to have a knowledgeable person available on-site continuously to make critical decisions during the drilling and completion phases. It has been my privilege to "sit" more than three hundred wells for myself, client companies and, occasionally, for ~nvestors since 1968. I have handled drilling and, primarily, completion projects throughout the following petroleum basins: Fort Worth Basin (North Central Texas) Eastern Shelf Basin (West Texas) Permian Basin (Far West Texas/New Mexico) Mid-Continent Basin (Oklahoma/Kansas) Illinois/Appalachian Basins (Illinois/Kentucky/Tennessee/W. Virginia) Education: 1959-1962, Fairleigh Dickinson University, Rutherford, N.J., B.A. Mechanical Engineering. Additional Education and Training: In order to remain technologically current I have, since 1963, frequently attended a wide variety of seminars, workshops, credlt and audit classes, and technical training classes and seminars covering every known aspect of the petroleum industry. The information gained in these seminars has often made it possible for me to transfer information and technology between disciplines with very good effect. I have observed that engineers prefer to c~ncentrate on their own discipline and geologists prefer to concentrate on their discipline; I ha~ e found it imperative to study and understand both disciplines. Member: Society of Petroleum Engineers References: Available on request (214) 867-7855 P.O. Box 260758 Plano, Texas 75026 WDS RESOURCES, INC. Legal and Banking References Corporate Legal References James G. Vetter, Jr. Direct Dial (214) 939-4817 Maurice J. Bates, Direct Dial (214) 939-4815 Representing Godwin, Carlton & Maxwell Attorneys and Counselors 3300 NCNB Plaza 901 Main Street Dallas, Texas 75202 (214) 939-4400 Corporate Banking References Chris Derrington, Senior Vice President,(214) 380-0700 Joanne M. Moriarty, Vice President, (214) 380-0700 Represeming Pavillion Bank 7551 Campbell Road Dallas, Texas 75248 (214) 380-0700