EXHIBIT 99(b)
               IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT
                         IN AND FOR LEON COUNTY, FLORIDA

COASTAL PETROLEUM COMPANY,
a Florida corporation,

                  Plaintiff,
                                                      CASE NO.:
_____________
vs.

STATE OF FLORIDA, DEPARTMENT OF
ENVIRONMENTAL PROTECTION, and BOARD
OF TRUSTEES OF THE INTERNAL IMPROVEMENT
TRUST FUND,

                  Defendants.
-----------------------------------/

                                    COMPLAINT

                                 I. Introduction
         The Plaintiff  COASTAL PETROLEUM  COMPANY  (hereinafter  referred to as
"COASTAL"),  sues  Defendants  STATE  OF  FLORIDA  DEPARTMENT  OF  ENVIRONMENTAL
PROTECTION  (hereinafter  referred  to as "DEP"),  and BOARD OF  TRUSTEES OF THE
INTERNAL IMPROVEMENT TRUST FUND (hereinafter referred to as "TRUSTEES"),  for an
unlawful  taking of its  private  property  described  as  Drilling  Lease 224-A
(hereinafter  referred  to  as  "Drilling  Lease"),   without  payment  of  full
compensation  in  violation of Article X, ss.6 of the Florida  Constitution  and
alleges:
                                   II. Parties
1.  Plaintiff  COASTAL  is a  Florida  corporation  authorized  to do and  doing
business  in  the  State  of  Florida.   Its  principal   headquarters   are  in
Apalachicola, Franklin County, Florida.

<PAGE>




     2. COASTAL is the owner of the Drilling Lease comprised of over 400,000
acres of submerged  lands located  between 7.36 statute miles and 10.36 statute
miles off of the west coast of Florida,  extending from Franklin County into
Pasco County.  As the holder of the Drilling Lease, COASTAL is an owner of
property entitled to the protection of Article X, ss.6 of the Florida
Constitution. A map showing the approximate  location of COASTAL's leasehold
ownership is attached  hereto and incorporated  herein as Exhibit "A".
     3. Defendant DEP is an executive  agency of the State of  Florida  which
may be sued and  which  has the  power of  eminent domain.  DEP is the successor
agency to the  Department  of Natural  Resources (DNR),  and was formed by
combining the Department of  Environmental  Regulation (DER) and the DNR. DEP
has its principal  headquarters in Leon County,  Florida.
     4. DEP is responsible for issuing permits to drill oil wells in Florida
pursuant to the  criteria  listed in ch.  377,  Fla.  Stat.,  including
ss.377.241.  DEP performs  all staff  duties  relating  to the  acquisition,
administration  and disposition of lands, title to which is vested in TRUSTEES.
Further, one of the established  divisions of DEP is the  Division of State
Lands,  the director of which is subject to  confirmation  of the  TRUSTEES.
     5.  Defendant  TRUSTEES is composed  of the  Governor  and  Cabinet  of the
State of Florida and has its principal  headquarters  in Leon  County,  Florida.
TRUSTEES  were the original lessors of COASTAL's  Drilling  Lease and have
accepted  rental  payments  from COASTAL under the terms of the lease.
     6. Defendant DEP,  acting in concert with Defendant  TRUSTEES,  ultimately
denied COASTAL its  application for a drilling permit on the Drilling  Lease,
depriving  COASTAL of the only reasonable use of its leasehold and giving rise
to the takings claim which is the subject of this suit.


<PAGE>


                                III. Jurisdiction

     7. This is an action for damages in excess of $15,000.00, and as such is
within the jurisdictional limits of this Court.

                 IV. Original Investment in Drilling Lease 224-A

     8. COASTAL acquired its leasehold  interest in the submerged lands
identified in Exhibit "A" through a state lease (hereinafter referred to as
"Original Drilling Lease") from TRUSTEES to Arnold Oil Exploration,  Inc.
(hereinafter referred to as "Arnold Oil"), dated December 27, 1944 and granted
pursuant to Chapter 20680, Laws of Fla. (1941). TRUSTEES conveyed the Original
Drilling Lease to Arnold Oil based on an  exploration  contract with Arnold Oil
dated October 4, 1941. In the Original  Drilling  Lease  conveyed to Arnold Oil,
TRUSTEES  retained a royalty interest in oil produced  from the leased area and
would  substantially  benefit from oil produced  from the leased area.  The
moving force in securing  both the exploration  contract and the  Original
Drilling Lease was J. Ray Arnold,  the president of Arnold Oil. The Original
Drilling Lease 224-A is attached  hereto and incorporated herein as Exhibit "B".


<PAGE>


     9. J. Ray Arnold became interested in the production of oil while residing
in Oklahoma, Texas and  New Mexico, and believed  that  oil  production  would
eventually be  accomplished  in Florida.  J. Ray Arnold,  acting as president of
Arnold  Oil,  employed  a  nationally  renowned  geologist  to survey  Florida's
potential for oil and gas. From 1935  forward,  J. Ray Arnold's  interest in oil
production in Florida was constant and of consuming  importance to him,  leading
him to actively  and  aggressively  pursue  prospects  and  equipment  needed to
produce  oil in  Florida.  Prior  to  1947,  J. Ray  Arnold  committed  enormous
personal,  family and corporate  resources to the exploration for oil in Florida
on all corporate  holdings  including the area of the Original  Drilling  Lease.
Arnold's  early  efforts  to  acquire  land and  equipment  for oil  exploration
occurred  during  World War II when the  equipment  and  personnel  needed for a
successful exploration effort were both unavailable.  During this period much of
Arnold's  efforts were  focused on gaining and  preserving  the property  rights
necessary for his  exploration  effort.
     10. During the period  between 1944 and 1947, the annual rental paid by
Arnold Oil to TRUSTEES for the Original Drilling Lease and all other leases it
owned in Florida was approximately $45,000.00. The annual rental  comprised a
major portion of TRUSTEES' budget during that period.  When the resources of
Arnold Oil were  exhausted,  Chester  Ferguson,  acting as Trustee for the Lykes
family,  purchased a 51% interest in Arnold Oil. The money derived from the sale
of this  stock  was  used by  Arnold  Oil to pay rent to TRUSTEES.  Between 1946
and 1947, William F. Buckley and his associates arranged for the  purchase  of
all of the  stock of  Arnold  Oil for  $1,000,000.00,  and changed  its name to
Coastal  Petroleum  Company.  Members of the Arnold  family continued to work
with COASTAL.  Believing oil would eventually be produced from the  leasehold,
members of the Arnold and Lykes  families  retained  overriding royalty
interests  in the  Original  Drilling  Lease.  The  expectation  of oil
production from this leasehold led the Arnold family, the Lykes family, William
F.  Buckley  and the owners and  shareholders  of COASTAL to make  extraordinary
investments to meet their  commitments  under the terms of the Original Drilling
Lease.
             V. Expectations of the Parties to Drilling Lease 224-A


<PAGE>


     11. At the time the  Original  Drilling  Lease was  conveyed to Arnold Oil,
the records of the State of  Florida  revealed  a great  public  interest in the
production of oil. The Original Drilling Lease revenue received by TRUSTEES from
Arnold Oil  constituted  a major  source of  revenue  from  Trustee-owned  state
property.  The State of Florida,  including TRUSTEES, was interested not only in
the rental  income from the  Original  Drilling  Lease,  but also in the royalty
revenues  anticipated  from  oil  production.  Interest  in these  revenues  and
interest in oil production for the war effort were so great that the legislature
not only authorized  drilling  leases,  but created a $50,000.00  reward for the
first oil production in Florida by passing Chapter 20667,  Laws of Fla.  (1941).
It is clear from state  records  that the State,  including  TRUSTEES,  strongly
encouraged  and fostered the efforts of COASTAL and its  investors  and that all
parties  expected  that the effort to produce  oil would be  successful.
     12. On February 27, 1947,  after Arnold Oil was renamed  COASTAL,  the
TRUSTEES entered into a modification of the Original Drilling Lease,  titled
Drilling Lease 224-A as Modified (hereinafter referred to as "Drilling Lease").
The stated purpose of the modification was to permit a practical performance of
the terms of the lease and to otherwise ratify and confirm its stated purpose of
producing oil from the state-owned  submerged lands in the Gulf of Mexico. Since
the first  successful offshore oil well had already  been  drilled in Louisiana
in 1938,  there was an expectation  in  1947  on the  part  of  both  TRUSTEES
and  COASTAL  that  the exploration  and drilling of the leasehold would result
in oil production in the State of Florida.  Drilling  Lease  224-A as  Modified
is  attached  hereto and incorporated  herein as Exhibit  "C".
     13. By the end of 1968,  COASTAL  and its partners  had  expended
approximately  $16,370,000 on oil exploration  on its various leases, including
the Drilling Lease.

                      VI. The Value of Drilling Lease 224-A

     14.  At all times from the original granting of the  Drilling  Lease to the
present, the economic value of the lease was derived from the right of the owner
to explore for and produce oil from the  sovereign  lands  contained  within the
Drilling Lease.


<PAGE>


     15. The Drilling Lease includes a virgin petroliferous basin identified  by
geologists as the  Apalachicola  Embayment.  Geologists  have long believed this
basin to  contain  oil,  based,  in part,  on a  clearly  identifiable  trend of
successful drilling beginning in Texas and Louisiana and stopping at the Florida
coast. The challenge for COASTAL over the life of the Drilling Lease has been to
identify  structures  beneath the Gulf floor because  successful  wells could be
drilled  only in areas where oil may have been  trapped  during  migration.
     16. Improvements in the technology of seismic work and interpretation over
the last 10 years have dramatically improved the ability of geologists and
geophysicists to select attractive  drilling sites.  Seismic survey data
recently processed by COASTAL with advanced computer technology reveals seismic
expressions of several large underground structures on the Drilling Lease at
depths of 12,500 to 18,000 feet which are well located to have trapped migrating
petroleum.
     17. In 1992, COASTAL  sought  the  first  drilling   permit  which  could
test  these  large underground  structures.  Experts believe these structures
have the potential to produce  billions of barrels of oil. To date, none of
these structures have been drilled in the Apalachicola  Embayment.
     18. Never has the value of the right to explore and drill the Drilling
Lease been  greater or its  potential to produce oil been clearer.  Drilling
blocks within the Drilling Lease and in the vicinity of these underground
structures are extraordinarily  valuable. The need for the State of Florida,
including Defendants, to permit this drilling for the benefit of the  citizens
of the State of Florida  and the United  States has never been greater and the
risk to the  environment  has never been  lower.  At the time of filing  this
suit,  COASTAL  only needs  from the State of  Florida,  including Defendants,
the  cooperation  which was promised in its  original  grant of the Drilling
Lease in order to explore for, drill and produce oil.

<PAGE>


                VII. Florida's Efforts to take COASTAL's Property

     19. At some point in the  history of the  Drilling  Lease, TRUSTEES' policy
to promote  the  production  of oil as stated in the  Drilling  Lease shifted to
a policy designed to either stop exploration or production altogether or to
regain the offshore  area of the  Drilling  Lease so that it could be leased to
another entity for  greater  consideration.  With one of these  goals in mind,
TRUSTEES sought to terminate the Drilling Lease by challenging  its validity in
1968.
     20. In 1970, the United States  District Court for the Southern District of
Florida disposed of TRUSTEES  challenge by holding that the Drilling Lease was
existing and valid.  Coastal  Petroleum Company v. Secretary of the Army, 315 F.
Supp 845 (S.D.  Fla.  1970).
     21. Despite this decision,  the dispute  continued  until a settlement was
reached on January 6, 1976. As part of that settlement,  TRUSTEES and COASTAL
agreed to reduce the area of sovereign  lands  included  within the Drilling
Lease to the current  configuration  as stated in  Paragraph 2 of this
complaint.  This  settlement  secured  the return to  TRUSTEES  and the State of
Florida of COASTAL's  interest in an area of submerged  lands from the shoreline
to 7.36 statute miles offshore. In exchange, COASTAL received a royalty interest
in oil  produced  from the  submerged  lands from the  shoreline to 4.36 statute
miles  offshore.
     22.  Between 1976 and 1984,  COASTAL's  ability to explore the Drilling
Lease was  impacted  by Mobil  Oil's  claim to a 50%  interest  in the Drilling
Lease.  Until this claim was resolved in 1984,  exploratory oil and gas
drilling  was  economically  impossible.  In 1984,  Mobil's  claim was  settled,
restoring COASTAL's  undisputed interest in the Drilling Lease.
     23. Between 1984 and 1990,  COASTAL  prepared for and submitted  permit
applications  to perform geophysical testing on its leases.

<PAGE>


     24. In response to COASTAL's  permit  application, fearing COASTAL would
begin drilling on its  leasehold,  on May 8, 1990 the Governor and Cabinet
approved a comprehensive  policy  prohibiting  the  production  of oil and gas
on sovereign submerged lands. The policy was stated as follows:

                      The policy of the  Governor  and  Cabinet,  sitting as the
                      head of the  Department  of Natural  Resources  and as the
                      Board of Trustees of the Internal  Improvement Trust Fund,
                      is to prohibit seismic  activities using explosives and to
                      prohibit the drilling,  exploration,  or production of oil
                      and gas resources from structures located on the sovereign
                      waters of the State of Florida, including bays, estuaries,
                      freshwater lakes, rivers and streams.

This policy statement was adopted by TRUSTEES and DEP (then known as DNR) on May
8, 1990.
     25. Defendants' policy statement was soon codified when the legislature
enacted Chapter 90-72, Laws of Fla. (1990), which provides in pertinent part:

                      After July 31,  1990,  no permit to drill a well in search
                      of oil or gas shall be granted north of 26(degree)  00'00"
                      north  latitude  off  Florida's  west coast to the western
                      boundary  of the state  bordering  Alabama as set forth in
                      s.1, Art. II of the State  Constitution,  or located north
                      of 27(degree)  00'00" north  latitude off  Florida's  east
                      coast to the  northern  boundary  of the  state  bordering
                      Georgia  as  set  forth  in  s.1,  Art.  II of  the  State
                      Constitution,   within   the   boundaries   of   Florida's
                      territorial seas as defined in 43 U.S.C. 1301.

The Governor approved the law on June 12, 1990.
     26. With the passage of the 1990 legislation,  the Defendants sought not
only to clearly indicate their intent to prohibit offshore drilling, but also to
protect themselves from litigation by ostensibly exempting COASTAL's Drilling
Lease from the  effect of the  statute by  adopting  ss.4 of  Chapter  90-72,
Laws of Fla. (1990).

<PAGE>


     27. In furtherance of Defendants' policy, ss.377.06,  Fla.  Stat., was also
changed in 1990 by omitting the following  underlined language:

                      It is hereby declared to be the public policy of the state
                      . . . to encourage  and cause the  development in said
                      state of said natural  resources of oil and gas and the
                      products made therefrom, to encourage the continuous and
                      economic supply of the demand  therefore
                      . . .

     28. In 1990,  the  legislative changes made to Ch. 377, Fla. Stat.,  which
add language prohibiting the issuance of drilling  permits  and  omit  language
encouraging  the  development  of oil and  natural  gas in the State of Florida,
signify  a  complete  reversal  from  the long  standing  policy  of the  State,
including Defendants,  of encouraging the exploration and production of oil.
     29. On or about September 18, 1990, Governor Bob Martinez clarified the
State's (and also the  Defendants')  intention  with regard to drilling  when he
stated in an official press release:

         . . . we do not want oil drilling anywhere near our coast.

     30. On or about July 23, 1990, COASTAL filed an inverse condemnation  claim
against  TRUSTEES and DEP (then known as DNR),  in part, on the grounds that the
application of the policy  prohibited  production of oil and gas from the leased
land and  constituted a taking of COASTAL's  leasehold  without  payment of full
compensation.

<PAGE>


     31.  The 1990 takings claim as to the leased area was later disposed  of on
procedural  grounds.  However during its pendency,  the Court viewed the takings
claim related to the leasehold to be premature  because  COASTAL had not applied
for a permit to drill.  At a hearing on August 23,  1991,  the Court  stayed the
case pending  COASTAL's  application  for a permit to drill an exploratory  well
which  would  determine  whether  DEP (then known as DNR) would apply its policy
against  offshore  drilling  to  COASTAL's  Drilling  Lease or allow  COASTAL to
explore on its leasehold.
     32. At the conclusion of the hearing, Attorney General Robert  Butterworth
threatened  COASTAL  that he would keep  COASTAL tied up in litigation  for ten
years.  He kept his word.
     33. On March 16,  1992,  COASTAL applied  for Permit  1281 which was filed
with DEP (then  known as DNR) to drill for oil on the submerged lands of the
Drilling Lease beneath the waters offshore of  Apalachicola.
     34.  Forecasting  an  ultimate  denial  of  the  permit,  the Department of
 Legal Affairs opined in a memorandum that:

                      The  ultimate  decision on the  drilling  permits  will
                      undoubtedly  result in  additional litigation or a
                      continuation of the pending  litigation . . . the
                      possibility  exists that  eventually COASTAL might be able
                      to obtain a judgment for millions of dollars. . .

This  statement  exposes the  Defendants'  bad faith  policy to deny COASTAL the
beneficial  use of the Drilling  Lease while,  at the same time,  systematically
dodging  any  address of the  compensation  due to  COASTAL  for a taking of its
property.
     35. Instead of directly denying COASTAL's application for Permit 1281
based  upon the 1990  policy,  on  January  11,  1993,  DEP (then  known as DNR)
indirectly  applied the policy by announcing the unprecedented  requirement of a
$515,000,000.00  surety in order to make it economically  impossible for COASTAL
to  drill.
     36. In  response,  COASTAL  offered  its  leases  as surety  for the
$515,000,000.00.  Although  DEP  (then  known  as DNR)  found  COASTAL's  permit
application to be adequate and complete;  DEP would not accept  COASTAL's leases
as surety.

<PAGE>


     37. On January 26, 1993 the Governor and Cabinet, acting as head of DEP
(then known as DNR),  voted to deny  COASTAL's  application  for  Permit  1281
citing COASTAL's  refusal to post a  $515,000,000.00  bond.
     38. COASTAL objected to the requirement of a bond on the grounds that
COASTAL had the option of paying a fee in lieu of surety as provided for in
ss.377.2425(1)(b),  Fla. Stat., and that it had in fact paid such fee.  Because
there was no lawful basis for requiring the $515,000,000.00  bond, COASTAL
appealed the denial of its application for Permit 1281.
     39. On February  9, 1995,  the First  District  Court of Appeal (1st DCA)
reversed  the order of DEP denying  the permit.  The Court held that Permit 1281
had been denied for failure to pay a surety that DEP could not lawfully require.
Upon such ruling, it appeared that Permit 1281 would be granted. However, before
the month was over,  State  officials  again voiced their intent to stop COASTAL
from  using its  lease.
     40.  Frustrated  with  COASTAL's  perseverance,  at the February  28, 1995
cabinet  meeting,  Treasurer  Bill  Nelson,  acting with the Attorney General,
questioned why the issue of oil drilling is not "dead":

                      [B]ack in the 80's . . . we killed this deader than a
                      doornail . . . and every time we think  it's  dead,  then
                      [the oil  drilling  issue]  pops up again.  And here the
                      issue has popped up again with a - - a court of appeal.

Treasurer Nelson also indicated:

                      I think  that that  statute  gives us the  authority  with
                      which  we  can  protect  against  whatever  public  policy
                      decision  that  we  think  ought  to  be  protected  . . .
                      otherwise,  you keep seeing this  offshore  drilling  keep
                      popping right back up.


<PAGE>


     41. On April 26, 1995, the office of the same Attorney General who had
promised in 1991 to keep COASTAL tied up in litigation for ten years represented
in a Motion for Stay filed with the Supreme Court that, in the absence of a
stay, DEP would  have to give  COASTAL a permit to drill.
     42.  TRUSTEES  and DEP were not focused on addressing the substance of
COASTAL's permit application;  their goal was to keep  COASTAL  from ever
obtaining  the permit.
     43. At the May 23, 1995 cabinet meeting, Treasurer Bill Nelson, again
addressing COASTAL's  application for Permit  1281,  indicated  that the issue
was not whether or not to grant the permit  solely on the merits of the
application,  but admitted  the  overriding question was:

                 whether or not we're going to have oil drilling off the coast
                 of Florida.

     44. Treasurer Nelson admitted that if TRUSTEES are:

                 successful  in  denying  them being able to drill for oil,
                 then it's going to be a  question  of public  taking.  And
                 what is the value of that public taking?

     45. Treasurer Nelson then restated the TRUSTEES' policy:

                 it clearly is not in the  interest of the State of Florida to
                 be drilling  off the coast of Florida.

     46. Anticipating the inevitable, Treasurer Nelson advised the TRUSTEES
         that:

                 it's  time for us just to get  into a . . .  severe  legal
                 tangle  here,  and put our foot down,  and say in the  interest
                 of the State of Florida,  enough is enough . . . we need to
                 battle this out as to the  question . . . of the taking and the
                 value of that  taking.  And for us to set our public  policy
                 that we're not going to allow  drilling  off the coast of
                 Florida.
     47. Treasurer Nelson provided the following clear statement of  Defendants'
position that COASTAL would never be permitted to use the Drilling Lease for the
exploration, drilling and production of oil:

                 I can  guarantee  you that we are not  going to  flinch in
                 this.  We can go into  court,  and we can battle all these
                 little legal niceties, and ultimately determine whether or
                 not you have that interest, and was there a taking or not;
                 and then if there was,  what was the value of that taking.
                 But the public policy question is very, very clear.

     48.  Attorney General Robert Butterworth at the May 23, 1995, cabinet
meeting also restated his and the TRUSTEES' commitment to prohibiting oil
drilling off the coast of Florida:

                 And this  Attorney  General  and this Board of Trustees is
                 going  to fight  it.  We're  going to fight it with  every
                 legal tool that we have.

     49. By mid 1995, the Defendants, resolved that COASTAL would never receive
the requested permit, determined that they would not give COASTAL a fair hearing
on its permit application.
     50. Despite the February 9, 1995 1st DCA ruling that DEP was without
authority to require surety from COASTAL in addition to the annual fee specified
by ss.377.2425(1)(b), Fla. Stat., Defendants continued to pursue a strategy of
imposing a high surety requirement as a means of denying COASTAL its drilling
permit.

<PAGE>


     51. The  ultimate  goal of  TRUSTEES  and DEP was to prevent  COASTAL from
ever drilling off the coast of Florida and, to that end, the Governor and
Cabinet were encouraged  to be  unsparing in the bond to be required of COASTAL.
The question  was how to get around the 1st DCA opinion and achieve the goal.
While strategizing  on how to respond to COASTAL's  request for an amended final
order based upon the 1st DCA opinion, the assistant general counsel for DEP
admitted,
                 An amended final order, based on that opinion, would grant
                 [COASTAL] a permit to drill.  I don't believe that we want
                 to do that.

     52.  Instead of granting the permit, TRUSTEES  and DEP chose to  improperly
interpret  ss.253.571,  Fla.  Stat.,  so as to allow  TRUSTEES to impose a bond.
Thereafter,  counsel for DEP  recommended  that DEP inform COASTAL that TRUSTEES
had imposed a $1.9 billion ($1,900,000,000.00) bond pursuant to ss.253.571, Fla.
Stat.,  and that DEP not issue  Permit 1281 until the bond was  posted.  DEP and
TRUSTEES followed that advice.
     53. Turning to the appellate court a second time, COASTAL  appealed DEP's
second denial of Permit 1281 based on COASTAL's refusal to pay the permit
surety,  as well as TRUSTEES'  requirement  of posting a $1.9 billion
($1,900,000,000.00)  bond in order to perform offshore drilling.
     54. In April, 1996 the Appellate Court again sided with COASTAL. In twin
decisions, the Court held that:  (1) TRUSTEES  could not require  COASTAL to pay
a $1.9 billion ($1,900,000,000.00)  bond  because  the bond  requirement  would
constitute  an impairment  of  contract,  and (2) DEP could not deny the permit
on the basis of failure to pay the surety,  because the  requirement of a surety
was  unlawful. Coastal Petroleum Company v. Chiles, 672 So.2d 571
(Fla. 1st DCA 1996);  Coastal Petroleum  Company v. DEP, 672 So.2d 574
(Fla. 1st DCA 1996).
     55.  Acknowledging defeat once again at the 1st DCA,  Assistant General
Counsel for DEP warned that another denial of the permit would expose government
officials and government entities to liability.

<PAGE>


                 At this  point,  the denial of the permit  without  lawful
                 basis would trigger more  litigation  by COASTAL,  i.e., a
                 likely  petition for writ of mandamus and a revival of its
                 takings  case  against  the State.  It would also  trigger
                 questions of liability of responsible public officials and
                 entities.

     56.  Following the second appellate reversal, DEP issued a Notice Of Intent
To Issue Permit on Permit 1281, but not without a strategy formed by the
TRUSTEES and the  Attorney  General's  office.  Lacking the  ability to directly
oppose COASTAL's permit without risking both professional and personal
liability,  DEP required  COASTAL to publish  the Notice  which  would  allow
third  parties to contest the issuance of the permit in DEP's  place. Even after
two rulings from the 1st DCA, DEP was not ready to choose between issuing Permit
1281 or acting lawfully to take COASTAL's property by paying COASTAL full
compensation  in accordance with the law. Instead, DEP chose to drag the process
out as long as possible.
     57. By  requiring  publication  of a Notice  of  Intent  to  Issue,  DEP
was not announcing  it would  grant  Permit  1281,  but  rather  was  recruiting
public opposition to the issuance of the permit. In its own words, DEP had

                 been  working  diligently  hand in hand with the  Attorney
                 General's  Office for several years  pursuing  every legal
                 avenue possible to halt this process.

     58. On August 30, 1996,  before a public notice was ever filed,  the Sierra
Club and other  groups filed for an  administrative  hearing. DEP never intended
to issue Permit 1281,  but neither did it intend to compensate  COASTAL for
denying it the  beneficial  use of its  property.  DEP  intended  to delay  and
deny the issuance of the permit while dodging responsibility for a taking.


<PAGE>


     59.  Throughout 1996, the TRUSTEES and DEP did not give up on their
strategy to stop the issuance of a permit to COASTAL by imposing an
extraordinary surety. In the next legislative session following the 1st DCA's
two 1996  rulings,  the Defendants  backed an  amendment to  ss.377.2425,  Fla.
Stat.,  allowing DEP to recommend and require a surety based on projected  clean
up expenses  associated with a hypothetical,  maximum oil spill,  the likelihood
of which is unsupported by any reasonable evidence.  This amendment, in the form
of Chapter 97-49, Laws of Fla.,  was  signed  into law on May 7,  1997.
     60.  At the  direction  of the Governor and Cabinet,  DEP applied  Chapter
97-49, Laws of Fla.,  to COASTAL's permit application and required surety in the
amount of $4,249,637,886.00,  more than eight times the surety it had required
in 1993 for the same permit.
     61. The administrative  hearing  requested  by the Sierra Club and other
groups began on October 27, 1997. At the onset of the hearing, COASTAL objected
to the massive surety set by the Administration Commission. Knowing that the
recommended surety had been approved by the Administration  Commission, and that
the Defendants had recruited the Sierra Club to continue the DEP's fight against
issuing Permit 1281,  DEP  articulated  at the hearing that Permit 1281 should
be granted.
     62. Interestingly, the Attorney General who represented DEP and assisted in
drafting the permit,  appeared in the matter on his own behalf to contest the
issuance of the very permit he drafted.  In so doing,  the Attorney General
opposed DEP, the client he had been representing to that point.  Moreover, the
Attorney General's office  agreed to pay for the  discovery  costs  incurred  by
the Sierra Club in contesting Permit 1281.

<PAGE>


     63.  Despite the  objections of the Sierra Club, on April 8, 1998, the
presiding Administrative  Law Judge issued a Recommended Order in favor of the
issuance of Permit  1281 and  reduction  of the surety to  $224,488,511.00,  a
sum which was approximately  5% of the surety  sought by DEP.
     64.  However,  rather than issue Permit 1281,  DEP then chose to employ its
last strategy:  it would  construct a basis for deviating from the
recommendation by the  Administrative Law Judge to issue the permit and
reinterpret  ss.377.241,  Fla. Stat. (1997), which reads as follows:

                 377.241 Criteria for issuance of permits.  - The division,
                 in the  exercise  of its  authority  to issue  permits  as
                 hereinafter  provided,  shall give consideration to and be
                 guided by the following criteria:

                 (1) The  nature,  character  and  location  of the lands
                 involved,   whether  rural,  such  as  farms,  groves,  or
                 ranches,  or urban property vacant or presently  developed
                 for  residential  or  business  purposes  or are in such a
                 location or of such a nature as to make such  improvements
                 and developments a probability in the near future.

                 (2) The  nature,  type and  extent of  ownership  of the
                 applicant,  including  such  matters as the length of time
                 the applicant has owned the rights claimed  without having
                 performed any of the exploratory  operations so granted or
                 authorized.

                 (3) The proven or indicated  likelihood  of the presence
                 of oil, gas or related  minerals in such  quantities as to
                 warrant the exploration and extraction of such products on
                 a commercially profitable basis.



<PAGE>


     65. At all times prior to the DEP's review of COASTAL's  Permit 1281
application and at all times since COASTAL's application for Permit 1281, DEP
issued permits when each  criterion  of  ss.377.241,  Fla.  Stat.  had been met.
However,  in COASTAL's  case,  after  receiving the  Administrative  Law Judge's
Recommended Order,  DEP decided to switch gears and weigh the criteria of
ss.377.241,  Fla. Stat.,  instead of determining whether each criteria was met.
For the first time in the eight year period since receiving  COASTAL's
applications,  DEP balanced the  environmental  interests  against  the right to
explore  for oil.  When it balanced the criteria, DEP determined that issuance
of a drilling permit was too dangerous  to the coastal  environment.  Almost ten
years after the  adoption of TRUSTEES' no drilling policy set forth in Paragraph
24 of this  complaint,  DEP simply  reinterpreted  ss.377.241,  Fla. Stat.,  to
fit the  Defendants'  policy prohibiting offshore drilling in Florida in
contravention of the property rights granted by the State of Florida to COASTAL
almost 60 years ago in the  Original Drilling  Lease,  and ratified in the
modified  Drilling  Lease.
     66. Even after adopting all of the findings of fact contained in the
Recommended  Order, on May 22, 1998, DEP denied Permit 1281 for a third time,
forcing  COASTAL to make yet another  appeal to the 1st DCA. On October 6, 1999,
the Appellate  Court issued its opinion  upholding DEP's denial of Permit 1281
and concluding that COASTAL's remedy lies in an action in inverse  condemnation
for the taking of its property rights. Specifically, the Court held:

                 With  respect  to the  constitutional  challenge  to DEP's
                 interpretation  of the  statute,  the  issues of  contract
                 impairment and taking go hand-in-hand. There is no dispute
                 that the appellant has a viable contract with the State of
                 Florida  to explore  for and  extract  oil from  submerged
                 sovereignty lands. DEP's interpretation and application of
                 the permitting  statute,  based on its determination  that
                 there is a compelling  public  purpose in not allowing the
                 appellant  to drill off shore,  effectively  prevents  the
                 appellant  from  exercising its rights under the contract.
                 DEP's  action  would  be  unconstitutional  only  if  just
                 compensation  is not paid for what is taken.  Fla.  Const.
                 Art.  X,  ss.6.  This is a matter  to be  resolved  in the
                 circuit court.

Coastal Petroleum Co. v. Florida Wildlife Federation, Inc., 766 So.2d 226, 228
(Fla. 1st DCA 1999)(emphasis added).


<PAGE>


     67.  Despite concluding that oil extraction is too dangerous  to allow  the
issuance of Permit 1281, DEP accepted and adopted the following findings of fact
from the Recommended Order of the Administrative Law Judge:

                 Finding of Fact 34. The drilling rig and operation will have
                 virtually no effect on the immediate  site. The experience  of
                 offshore operations in Louisiana and elsewhere is that fishing
                 is enhanced  in  the  area  by  the  attraction  of  fishes  to
                 the artificial reef created by a rig.

                 Finding  of  Fact  40.   The  risk  of  oil  spills   from
                 exploratory oil and gas drilling  operations is very small
                 because of the  redundant  systems and  multiple  lines of
                 defense  against  uncontrolled   blowouts.  The  lines  of
                 defense include hydrostatic pressure control by the use of
                 weighted  drilling fluids,  well control systems including
                 redundant  blowout  preventors,  a  well  control  service
                 company,  and the use of trained and certified  personnel.
                 Most  blowouts are gas, not oil,  and most  blowouts  stop
                 themselves by bridging within a few days.

                 Finding of Fact 41. The  proposed  Permit no. 1281 well is
                 less  likely  to spill any oil  because  it will be a zero
                 discharge  well;  the well will be  drilled  by one of the
                 largest drilling contractors in the world, Nobel Drilling;
                 the rig will be  drilled  with  federally-certified  crews
                 trained in well  control;  the rig will be surrounded by a
                 high seas oil fence with  locks;  there will be onsite oil
                 spill equipment and personnel;  there is redundant blowout
                 equipment  on this rig; and the  environmental  compliance
                 officer   will  train  all   workers  to  observe   proper
                 procedures.  The operations  will be comparable to that of
                 Getty Oil's exploration  project in East Bay, which in the
                 words of DEP's oil and gas section administrator,  was "an
                 absolutely  first class  operation.  You could eat off the
                 deck. Well, I wouldn't, but it looked clean enough."



<PAGE>


                 Finding  of Fact 42.  The  U.S.  Department  of  Interior,
                 Minerals  Management  Service (MMS) maintains  statistical
                 data based on reports of accidents  occurring on the outer
                 continental  shelf (OCS)  resulting in oil spills  greater
                 than one barrel (42 gallons). MMS regulations require that
                 oil and gas  operators  report  orally and in writing  all
                 spills of oil and liquid  pollutants  to the MMS  District
                 Supervisor.  Data from the  reports  are  relied on by the
                 industry,   by  scientists  and  by  regulatory  agencies.
                 According  to MMS data for the years  1971-1995,  out of a
                 total  24,237  well  starts,  999 barrels of crude oil and
                 condensate  were spilled from offshore wells under federal
                 jurisdiction.

                 Finding  of Fact 43.  When oil is  spilled  on the  water,
                 natural weathering processes  immediately begin to work on
                 the oil:  evaporation  reduces the volume of the oil, with
                 light oils evaporating  quickly;  bacteria literally begin
                 eating the oil and oil  products;  sunlight  degrades  the
                 oil; and the oil begins to dissolve and dissipate into the
                 water. These natural processes are especially effective at
                 this site because the oil involved  would likely be a very
                 light 50 API  gravity  oil, as is other  Smackover  oil in
                 Florida;  the climate is warm and the  bacteria  which eat
                 the oil and oil products are plentiful in this region; the
                 area receives much sunlight; and warmer water promotes the
                 dissolution and dissipation of the oil into the water.

                 Finding   of  Fact  44.   Oil  is  a   naturally-occurring
                 substance. Natural oil seeps in the Gulf of Mexico release
                 large  quantities  of oil and  gas  into  the sea  that is
                 weathered and  dissipated as described  above.  The seeps,
                 discovered through satellite photography, are estimated to
                 produce  as much as  120,000  barrels a year from vents in
                 the continental shelf off the Louisiana coast.

Florida Wildlife Federation, Inc., 21 F.A.L.R. 671, 692-694 (Dep't Envtl. Prot.
1998).

     68. It is clear from these  findings that over a 24 year period, 999
barrels of crude oil were spilled from all the offshore wells under federal
jurisdiction, a little more than 40 barrels per year.


<PAGE>


     69. During the course of a year, natural seeps in the Gulf of Mexico
release an estimated 120,000 barrels of oil per year into offshore water.  This
seepage of oil is in an amount  almost 3,000 times  greater than the amount of
oil spilled from all  offshore  rigs in  federal  waters in an average  year.
Of the slight amount of oil that  makes it into the water, nearly all is quickly
evaporated, dissolved or degraded by natural  processes.
     70. Since the  objective  evidence adopted by DEP is that the threat to the
environment from any drilling on Permit 1281 is  minimal,  it is  probable  that
the future  energy  needs of the United States will shift Florida's future
policy in favor of drilling and away from the policy  articulated  by TRUSTEES
in 1989.
     71. If  Defendants  are  permitted to deprive  COASTAL  of its  use of the
Drilling  Lease  without  the  payment  of compensation,  it will confer a great
benefit  on the State of  Florida at the great expense of COASTAL and its
investors.
     72. To the present date, COASTAL has paid and TRUSTEES have accepted all
annual rentals due and owing on the Drilling Lease and received studies, reports
and information prepared by COASTAL.
     73. At all times since its grant, the Drilling Lease has been and remains
in full force and effect. COASTAL has the absolute right to explore for and
develop oil in the outermost  three  miles  of  Florida's  three  league
territorial waters from Apalachicola  to Pasco County.  COASTAL's right extends
through January 6, 2016.
     74. The same policy and reasoning that has resulted in the denial of Permit
1281 makes it futile for COASTAL to seek other permits within the Drilling
Lease.

<PAGE>


     75. Oil  exploration  and drilling is the use for which the Drilling Lease
was granted by TRUSTEES and the use for which COASTAL acquired it. It is the
only economically viable use to which  COASTAL's  Drilling  Lease can be put.
While nothing the Defendants do can diminish the capacity for oil production
inherent in the Drilling Lease,  the actions of the Defendants  have deprived
COASTAL of all use and value of its  Drilling  Lease.  COASTAL  asserts that it
is far more harmful to the people of Florida  that oil residing  beneath the
Drilling Lease remain unproduced than would be any of the hypothetical dangers
rejected by the Administrative Law Judge, but given as DEP's reasons for denying
Permit 1281.

               VIII. Inverse Condemnation - Claim for Compensation

     76. The allegations contained in paragraphs 1 through 75 are incorporated
herein by reference.
     77. This is a claim for compensation against TRUSTEES and DEP arising from
a  taking of the Drilling Lease without payment of full compensation in
violation of Article X, ss.6 of the Florida  Constitution.
     78. For 56 years,  COASTAL and its  predecessors  in  interest  have been
the  holders of the  Drilling  Lease, including  the  Original  Drilling  Lease.
COASTAL  is the owner of a  property  interest  entitled to protection under the
Florida  Constitution  from a taking without payment of  compensation.
     79. COASTAL  procured its leasehold  interest from TRUSTEES for the
specific purpose of exploring in the offshore areas of the Drilling  Lease and
drilling for and producing  oil.  COASTAL sought Permit 1281 for this use and
the permit was denied by  Defendants.
     80. At the time both the Original  Drilling Lease and modified  Drilling
Lease were conveyed by TRUSTEES, it was the distinct and reasonable expectation
of both TRUSTEES and COASTAL that oil would be produced from drilling on the
leasehold.  This  expectation of oil production  has been backed by  investments
of COASTAL and the denial of Permit 1281 has deprived COASTAL of all beneficial
use of its Drilling Lease, including the realization of oil production.

<PAGE>


     81.  Since the conveyance of the Original Drilling Lease and the  modified
Drilling Lease, substantial amounts of money, time and human resources have been
invested  by COASTAL  in  research,  study,  accumulation  of data,  geophysical
testing and drilling, as well as defending its leasehold,  with the sole purpose
of producing oil.
     82. For more than ten years,  Defendants have adopted a policy and strategy
of denying COASTAL all beneficial use of the Drilling Lease,  while at the same
time  avoiding  any payment of  compensation  for the denial of that use.
     83. The only value of the Drilling Lease is its value for exploring for and
producing  oil. The conduct,  policy and strategy of  Defendants  have  deprived
COASTAL of all the  economically  beneficial or  productive  use of its Drilling
Lease and have  rendered  the lease  valueless  for the purpose for which it was
sold and  purchased.
     84. Due to the actions,  policy and strategy of Defendants that led to the
denial of Permit  1281,  it is futile  for  COASTAL to apply for other oil
exploration and drilling  permits within the Drilling  Lease.
     85. In pursuit of Defendants'  policy and strategy,  Defendants and their
officers have acted in bad faith and inconsistent with the interests of the
State of Florida. Not only is the risk of damage to the environment as a result
of granting Permit 1281 negligible,  but Defendants'  actions have deprived the
citizens of Florida of access to the oil resources of the Drilling  Lease and
the enormous  revenues to the state which would follow production.

<PAGE>


     86. The actions,  policy and strategy of Defendants prevent no public harm,
but confer an enormous public benefit to the State of Florida, including
Defendants. Once TRUSTEES, and therefore,  State of Florida, secure the Drilling
Lease from COASTAL,  all  Defendants  need do is change their "policy" so as to
support oil exploration and production,  and the State of Florida,  including
TRUSTEES, will then be able to derive billions of dollars from the marketplace
for the right to drill and produce oil on what is now COASTAL's Drilling Lease.
     87. The taking of the Drilling Lease is permanent in nature and occurred on
May 22, 1998, the date of the final denial of Permit  1281.
     88.  COASTAL has retained the  undersigned attorneys and has been obligated
to pay for not only their  services,  but also other costs and expenses incurred
as a result of this action.
     89. Since the date of  taking,  COASTAL  has  been  deprived  of the  use
of its  property  without compensation  and is entitled to interest on the award
of compensation  from the date of taking through the date of payment of
compensation.
     90. A time line of the events contained within this complaint is attached
hereto as Exhibit "D".

                         IX. Reservation of Jurisdiction

     91.  COASTAL  has rights  guaranteed  to it under the  takings  and due
process clauses of U.S. Constitution  Amendments V and XIV, and has additional
statutory rights including rights pursuant to 42 U.S.C.  ss.1983,  which legal
rights have been violated by  Defendants as a result of actions set forth in the
Complaint.  COASTAL  hereby  reserves  the right to all  claims  over which
subject  matter jurisdiction  presently  lies,  or which may later become ripe,
in the courts of the United States.  This reservation of claims for later
adjudication in federal court, if necessary,  is made pursuant to Jennings v.
Caddo Parish School Board, 531 F.2d 1331 (5th Cir. 1976),  cert. denied, 429
U.S. 897 (1976), as applied to claims by COASTAL in this Florida court.


<PAGE>



     WHEREFORE,  Plaintiff, COASTAL PETROLEUM COMPANY, respectfully requests
that this Court grant the following relief against Defendants:
     A.  Enter an Order of Taking  establishing  the date of taking of COASTAL's
         leasehold  interest in the Drilling Lease as of May 22, 1998;

     B.  In the event that  Defendants  grant  Permit 1281 and agree to
         grant all other  permits  necessary  to fully  explore the oil
         resources  of the  Drilling  Lease  to  end  this  taking,  to
         determine  that COASTAL's  leasehold  interest in the Drilling
         Lease was temporarily taken without full compensation from May
         22, 1998 to the date Permit 1281 is granted;

     C.  Impanel a jury of 12 persons pursuant to Chapters 73 and 74, Fla. Stat.
         (Supp.  2000), to determine the amount of full compensation due to
         COASTAL for the taking of its property;

     D.  Award statutory  attorneys'  fees, costs and interest to COASTAL for
         the prosecution of this action; and

     E. Grant such other relief that this Court deems proper.

                             Respectfully submitted,



ROBERT J. ANGERER, ESQUIRE                  S. CARY GAYLORD, ESQUIRE
Florida Bar No. 178546                      Florida Bar No. 0180538
ROBERT J. ANGERER, JR., ESQUIRE             LORENA HART LUDOVICI, SQUIRE
Florida Bar No. 995381                      Florida Bar No. 847062
ANGERER & ANGERER                           R. ADAM CARNEGIE, ESQUIRE
P.O. Box 10468                              Florida Bar No. 0974196
Tallahassee, FL 32302                       GAYLORD MERLIN LUDOVICI
TEL:  (850) 576-5982                        DIAZ & BAIN
                                            777 S. Harbour Island Boulevard,
                                            Suite 900
                                            Tampa, FL 33602
                                            TEL:  (813) 221-9000

                                         Attorneys for Coastal Petroleum Company