Exhibit 10.3

                                                                       EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of January 20, 2006,  among  Tidelands Oil & Gas  Corporation,  a Nevada
corporation  (the  "Company"),  and the purchasers  signatory  hereto (each such
purchaser is a "Purchaser" and collectively, the "Purchasers").

     This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date  hereof  among the  Company  and the  Purchasers  (the  "Purchase
Agreement").

     The Company and the Purchasers hereby agree as follows:

     1. Definitions

     Capitalized terms used and not otherwise defined herein that are defined in
the Purchase  Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

          "Advice" shall have the meaning set forth in Section 6(d).

          "Effectiveness  Date" means, with respect to the initial  Registration
     Statement required to be filed hereunder,  the 150th calendar day following
     the date hereof and, with respect to any additional Registration Statements
     which may be  required  pursuant to Section  3(c),  the 60th  calendar  day
     following the date on which the Company first knows,  or reasonably  should
     have  known,  that  such  additional  Registration  Statement  is  required
     hereunder;  provided,  however, in the event the Company is notified by the
     Commission  that  one of the  above  Registration  Statements  will  not be
     reviewed  or is no longer  subject to  further  review  and  comments,  the
     Effectiveness  Date as to such  Registration  Statement  shall be the fifth
     Trading Day  following the date on which the Company is so notified if such
     date precedes the dates required above.

          "Effectiveness  Period"  shall have the  meaning  set forth in Section
     2(a).

          "Event" shall have the meaning set forth in Section 2(b).

          "Event Date" shall have the meaning set forth in Section 2(b).

          "Filing  Date"  means,  with  respect  to  the  initial   Registration
     Statement required hereunder,  as soon as reasonably  practicable following
     the date hereof, but in any event not later than 20 calendar days following
     the clearance of the  Commission's  comments on the Company's Annual Report
     on Form 10-KSB for the fiscal year ended  December 31, 2004 as disclosed in
     the Disclosure Schedules.


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          "Holder" or "Holders" means the holder or holders, as the case may be,
     from time to time of Registrable Securities.

          "Indemnified Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).

          "Losses" shall have the meaning set forth in Section 5(a).

          "Plan of  Distribution"  shall have the  meaning  set forth in Section
     2(a).

          "Proceeding" means an action, claim, suit, investigation or proceeding
     (including,  without  limitation,  an investigation or partial  proceeding,
     such as a deposition), whether commenced or threatened.

          "Prospectus" means the prospectus included in a Registration Statement
     (including,  without limitation, a prospectus that includes any information
     previously  omitted  from  a  prospectus  filed  as  part  of an  effective
     registration  statement in reliance  upon Rule 430A  promulgated  under the
     Securities  Act), as amended or supplemented by any prospectus  supplement,
     with respect to the terms of the offering of any portion of the Registrable
     Securities  covered by a Registration  Statement,  and all other amendments
     and supplements to the Prospectus, including post-effective amendments, and
     all material  incorporated  by reference  or deemed to be  incorporated  by
     reference in such Prospectus.

          "Registrable  Securities"  means (i) all of the shares of Common Stock
     issuable  upon  conversion  in full of the  Debentures,  (ii)  all  Warrant
     Shares,  (iii)  any  additional  shares  issuable  in  connection  with any
     anti-dilution  provisions in the  Debentures or the Warrants (in each case,
     without  giving effect to any  limitations  on conversion  set forth in the
     Debenture or limitations on exercise set forth in the Warrant), (iv) shares
     of Common Stock  underlying  warrants issued to the placement agent (or its
     designees) and (v) any securities  issued or issuable upon any stock split,
     dividend  or other  distribution,  recapitalization  or similar  event with
     respect to the foregoing.

          "Registration Statement" means the registration statements required to
     be filed hereunder and any additional  registration statements contemplated
     by Section 3(c),  including (in each case) the  Prospectus,  amendments and
     supplements to such  registration  statement or Prospectus,  including pre-
     and  post-effective  amendments,  all  exhibits  thereto,  and all material
     incorporated by reference or deemed to be incorporated by reference in such
     registration statement.

          "Rule 415" means Rule 415  promulgated by the  Commission  pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule or  regulation  hereafter  adopted by the  Commission  having
     substantially the same purpose and effect as such Rule.



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<PAGE>

          "Rule 424" means Rule 424  promulgated by the  Commission  pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule or  regulation  hereafter  adopted by the  Commission  having
     substantially the same purpose and effect as such Rule.

          "Selling  Shareholder  Questionnaire" shall have the meaning set forth
     in Section 3(a).

     2. Shelf Registration

          (a) On or prior to each Filing  Date,  the Company  shall  prepare and
     file with the  Commission  a "Shelf"  Registration  Statement  covering the
     resale of 130% of the  Registrable  Securities  on such  Filing Date for an
     offering  to be made on a  continuous  basis  pursuant  to  Rule  415.  The
     Registration  Statement shall be on Form SB-2 (except if the Company is not
     then  eligible to register for resale the  Registrable  Securities  on Form
     SB-2, in which case such registration shall be on another  appropriate form
     in accordance herewith) and shall contain (unless otherwise directed by the
     Holders)  substantially the "Plan of Distribution" attached hereto as Annex
     A. Subject to the terms of this  Agreement,  the Company shall use its best
     efforts to cause a Registration  Statement to be declared  effective  under
     the Securities Act as promptly as possible after the filing thereof, but in
     any event prior to the  applicable  Effectiveness  Date,  and shall use its
     best efforts to keep such  Registration  Statement  continuously  effective
     under the Securities Act until all Registrable  Securities  covered by such
     Registration  Statement  have  been  sold  or may be  sold  without  volume
     restrictions  pursuant to Rule 144(k) as  determined  by the counsel to the
     Company pursuant to a written opinion letter to such effect,  addressed and
     acceptable to the Company's  transfer  agent and the affected  Holders (the
     "Effectiveness   Period").   The  Company  shall   telephonically   request
     effectiveness  of a Registration  Statement as of 5:00 pm Eastern Time on a
     Trading Day. The Company shall immediately notify the Holders via e-mail of
     the effectiveness of a Registration  Statement on the same Trading Day that
     the Company  telephonically  confirms  effectiveness  with the  Commission,
     which  shall be the date  requested  for  effectiveness  of a  Registration
     Statement.  The Company  shall,  by 9:30 am Eastern Time on the Trading Day
     after the  Effective  Date (as defined in the Purchase  Agreement),  file a
     Form 424(b)(3) with the Commission.  Failure to so notify the Holder within
     1 Trading Day of such  notification  shall be deemed an Event under Section
     2(b).

          (b) If: (i) a  Registration  Statement is not filed on or prior to its
     Filing  Date  (if  the  Company  files  a  Registration  Statement  without
     affording the Holders the  opportunity to review and comment on the same as
     required by Section 3(a), the Company shall not be deemed to have satisfied
     this clause (i)), or (ii) the Company  fails to file with the  Commission a
     request for acceleration in accordance with Rule 461 promulgated  under the
     Securities  Act,  within five  Trading Days of the date that the Company is
     notified  (orally or in writing,  whichever  is earlier) by the  Commission
     that a  Registration  Statement  will not be  "reviewed," or not subject to
     further review, or (iii) prior to its Effectiveness Date, the Company fails
     to file a  pre-effective  amendment  and  otherwise  respond  in writing to
     comments made by the Commission in respect of such  Registration  Statement


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     within 15 calendar days after the receipt of comments by or notice from the
     Commission  that such  amendment  is required  in order for a  Registration
     Statement  to be declared  effective,  or (iv) the Company  fails to obtain
     Authorized  Share Approval on or before the Authorized Share Approval Date,
     or (v) a Registration  Statement filed or required to be filed hereunder is
     not declared effective by the Commission by its Effectiveness Date, or (vi)
     after the  Effectiveness  Date,  a  Registration  Statement  ceases for any
     reason to remain  continuously  effective as to all Registrable  Securities
     for which it is required to be effective,  or the Holders are not permitted
     to utilize the Prospectus therein to resell such Registrable Securities for
     10  consecutive  calendar days but no more than an aggregate of 25 calendar
     days during any  12-month  period  (which need not be  consecutive  Trading
     Days) (any such failure or breach being referred to as an "Event",  and for
     purposes of clause (i), (iv) or (v) the date on which such Event occurs, or
     for  purposes of clause (ii) the date on which such five Trading Day period
     is  exceeded,  or for  purposes  of  clause  (iii) the date  which  such 10
     calendar day period is exceeded, or for purposes of clause (vi) the date on
     which such 10 or 15 calendar day period,  as applicable,  is exceeded being
     referred to as "Event  Date"),  then in  addition  to any other  rights the
     Holders may have hereunder or under applicable law, on each such Event Date
     and on each monthly  anniversary of each such Event Date (if the applicable
     Event shall not have been cured by such date) until the applicable Event is
     cured,  the Company  shall pay to each Holder an amount in cash, as partial
     liquidated  damages  and not as a penalty,  equal to 1.5% of the  aggregate
     purchase price paid by such Holder  pursuant to the Purchase  Agreement for
     any Registrable  Securities  then held by such Holder,  provided that, with
     reference  only to clause (v) above,  the amount  payable by the Company as
     partial  liquidated  damages  shall  increase  to 2% on the  first  monthly
     anniversary  of  such  Event  Date  and  to  2.5%  on  the  second  monthly
     anniversary of such Event Date and each succeeding  monthly  anniversary of
     such Event Date; provided,  however,  such partial liquidated damages shall
     not exceed,  in the  aggregate  for each such  Holder,  20% of the original
     Principal  Amount of the  Debenture  issued to such Holder (or the original
     holder of the Debenture  held by such Holder).  If the Company fails to pay
     any partial  liquidated  damages  pursuant  to this  Section in full within
     seven  calendar days after the date payable,  the Company will pay interest
     thereon at a rate of 18% per annum (or such lesser  maximum  amount that is
     permitted to be paid by applicable law) to the Holder,  accruing daily from
     the date such partial liquidated  damages are due until such amounts,  plus
     all such interest thereon, are paid in full. The partial liquidated damages
     pursuant to the terms hereof shall apply on a daily  pro-rata basis for any
     portion of a month prior to the cure of an Event.

     3. Registration Procedures.

     In connection with the Company's registration  obligations  hereunder,  the
Company shall:

          (a) Not less  than  five  Trading  Days  prior to the  filing  of each
     Registration  Statement  or any  related  Prospectus  or any  amendment  or
     supplement  thereto  (including any document that would be  incorporated or
     deemed to be  incorporated  therein by reference),  the Company shall,  (i)
     furnish via e-mail to each Holder copies of all such documents  proposed to
     be filed,  which documents  (other than those  incorporated or deemed to be


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<PAGE>

     incorporated  by reference)  will be subject to the review of such Holders,
     and  (ii)  cause  its  officers  and  directors,  counsel  and  independent
     certified  public  accountants  to  respond to such  inquiries  as shall be
     necessary,  in the  reasonable  opinion of respective  counsel to conduct a
     reasonable  investigation  within the meaning of the  Securities  Act.  The
     Company shall not file a Registration  Statement or any such  Prospectus or
     any amendments or supplements thereto to which the Holders of a majority of
     the Registrable  Securities shall reasonably object in good faith, provided
     that,  the Company is notified of such objection in writing no later than 5
     Trading  Days  after  the  Holders  have been so  furnished  copies of such
     documents.  Each  Holder  agrees to  furnish  to the  Company  a  completed
     Questionnaire in the form attached to this Agreement as Annex B (a "Selling
     Shareholder  Questionnaire")  not less than two  Trading  Days prior to the
     Filing Date or by the end of the fourth  Trading Day  following the date on
     which such Holder receives draft materials in accordance with this Section.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including  post-effective  amendments,  to a Registration Statement and the
     Prospectus  used in  connection  therewith  as may be  necessary  to keep a
     Registration   Statement   continuously  effective  as  to  the  applicable
     Registrable  Securities for the  Effectiveness  Period and prepare and file
     with the Commission  such  additional  Registration  Statements in order to
     register  for  resale  under  the  Securities  Act  all of the  Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any  required  Prospectus  supplement  (subject  to the  terms  of  this
     Agreement),  and as so supplemented or amended to be filed pursuant to Rule
     424;  (iii)  respond as promptly  as  reasonably  possible to any  comments
     received from the Commission  with respect to a  Registration  Statement or
     any amendment  thereto and as promptly as reasonably  possible  provide the
     Holders  true and  complete  copies of all  correspondence  from and to the
     Commission  relating to a  Registration  Statement;  and (iv) comply in all
     material  respects  with  the  provisions  of the  Securities  Act  and the
     Exchange Act with respect to the disposition of all Registrable  Securities
     covered  by a  Registration  Statement  during  the  applicable  period  in
     accordance  (subject  to the  terms of this  Agreement)  with the  intended
     methods  of  disposition   by  the  Holders   thereof  set  forth  in  such
     Registration   Statement  as  so  amended  or  in  such  Prospectus  as  so
     supplemented.

          (c) If during the  Effectiveness  Period,  the  number of  Registrable
     Securities  at any time exceeds 90% of the number of shares of Common Stock
     then registered in a Registration Statement, then the Company shall file as
     soon as  reasonably  practicable  but in any case  prior to the  applicable
     Filing Date, an additional  Registration  Statement  covering the resale by
     the  Holders  of not  less  than  130% of the  number  of such  Registrable
     Securities.

          (d) Notify the  Holders of  Registrable  Securities  to be sold (which
     notice shall,  pursuant to clauses (ii) through (vi) hereof, be accompanied
     by an instruction to suspend the use of the Prospectus  until the requisite
     changes have been made) as promptly as  reasonably  possible  (and,  in the
     case of (i)(A) below, not less than five Trading Days prior to such filing)
     and (if  requested  by any such  Person)  confirm such notice in writing no


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<PAGE>

     later than one Trading Day  following  the day (i)(A) when a Prospectus  or
     any  Prospectus  supplement or  post-effective  amendment to a Registration
     Statement  is proposed to be filed;  (B) when the  Commission  notifies the
     Company whether there will be a "review" of such Registration Statement and
     whenever the Commission comments in writing on such Registration  Statement
     (the Company shall provide true and complete copies thereof and all written
     responses  thereto  to each of the  Holders);  and (C)  with  respect  to a
     Registration Statement or any post-effective  amendment,  when the same has
     become  effective;  (ii) of any  request  by the  Commission  or any  other
     Federal or state governmental  authority for amendments or supplements to a
     Registration Statement or Prospectus or for additional  information;  (iii)
     of  the  issuance  by  the   Commission  or  any  other  federal  or  state
     governmental  authority of any stop order suspending the effectiveness of a
     Registration Statement covering any or all of the Registrable Securities or
     the initiation of any Proceedings for that purpose;  (iv) of the receipt by
     the  Company of any  notification  with  respect to the  suspension  of the
     qualification  or exemption from  qualification  of any of the  Registrable
     Securities for sale in any  jurisdiction,  or the initiation or threatening
     of any Proceeding  for such purpose;  (v) of the occurrence of any event or
     passage  of  time  that  makes  the  financial  statements  included  in  a
     Registration  Statement  ineligible for inclusion  therein or any statement
     made in a Registration Statement or Prospectus or any document incorporated
     or deemed to be  incorporated  therein by reference  untrue in any material
     respect  or  that  requires  any  revisions  to a  Registration  Statement,
     Prospectus  or  other  documents  so that,  in the  case of a  Registration
     Statement  or the  Prospectus,  as the case may be, it will not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in light of the  circumstances  under which they were made, not misleading;
     and (vi) the occurrence or existence of any pending  corporate  development
     with respect to the Company  that the Company  believes may be material and
     that,  in  the  determination  of the  Company,  makes  it not in the  best
     interest of the Company to allow  continued  availability of a Registration
     Statement  or  Prospectus;  provided  that any and all of such  information
     shall remain  confidential to each Holder until such information  otherwise
     becomes public, unless disclosure by a Holder is required by law; provided,
     further,  notwithstanding  each Holder's agreement to keep such information
     confidential, the Holders make no acknowledgement that any such information
     is material, non-public information.

          (e) Use its best  efforts  to avoid the  issuance  of,  or, if issued,
     obtain the withdrawal of (i) any order  suspending the  effectiveness  of a
     Registration  Statement,  or (ii) any suspension of the  qualification  (or
     exemption from qualification) of any of the Registrable Securities for sale
     in any jurisdiction, at the earliest practicable moment.

          (f)  Furnish  via  e-mail  to  each   Holder,   without   charge,   an
     electronically  portable copy of each such Registration  Statement and each
     amendment  thereto,  including  financial  statements  and  schedules,  all
     documents incorporated or deemed to be incorporated therein by reference to
     the  extent  requested  by such  Person,  and all  exhibits  to the  extent
     requested  by  such  Person   (including  those  previously   furnished  or
     incorporated by reference) promptly after the filing of such documents with
     the  Commission,  provided  that the Company may  fulfill  this  obligation
     pursuant to Rule 172 of the Securities Act.


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          (g) Promptly  deliver to a Holder,  upon request and at such  Holder's
     expense,  as many copies of the Prospectus or Prospectuses  (including each
     form of  prospectus)  and each  amendment  or  supplement  thereto  as such
     Persons may reasonably  request in connection with resales by the Holder of
     Registrable Securities. Subject to the terms of this Agreement, the Company
     hereby  consents  to the use of  such  Prospectus  and  each  amendment  or
     supplement  thereto by each of the selling  Holders in connection  with the
     offering and sale of the Registrable  Securities covered by such Prospectus
     and any  amendment or  supplement  thereto,  except after the giving on any
     notice pursuant to Section 3(d).

          (h) If NASDR Rule 2710  requires  any  broker-dealer  to make a filing
     prior to executing a sale by a Holder, the Company shall (i) make an Issuer
     Filing with the NASDR,  Inc.  Corporate  Financing  Department  pursuant to
     proposed  NASDR Rule  2710(b)(10)(A)(i),  (ii) respond  within five Trading
     Days to any comments received from NASDR in connection therewith, (iii) and
     pay the filing fee required in connection therewith.

          (i) Prior to any resale of Registrable Securities by a Holder, use its
     commercially  reasonable  efforts to register or qualify or cooperate  with
     the selling  Holders in connection with the  registration or  qualification
     (or exemption from the Registration or  qualification)  of such Registrable
     Securities  for the resale by the Holder under the  securities  or Blue Sky
     laws  of  such  jurisdictions  within  the  United  States  as  any  Holder
     reasonably  requests in writing, to keep each registration or qualification
     (or exemption  therefrom)  effective during the Effectiveness Period and to
     do any and all other  acts or things  reasonably  necessary  to enable  the
     disposition in such jurisdictions of the Registrable  Securities covered by
     each  Registration  Statement;  provided,  that the  Company  shall  not be
     required to qualify  generally to do business in any jurisdiction  where it
     is not then so  qualified,  subject the Company to any  material tax in any
     such jurisdiction where it is not then so subject or file a general consent
     to service of process in any such jurisdiction.

          (j) If  requested  by the  Holders,  cooperate  with  the  Holders  to
     facilitate the timely preparation and delivery of certificates representing
     Registrable  Securities  to be  delivered  to a  transferee  pursuant  to a
     Registration  Statement,  which  certificates  shall be free, to the extent
     permitted by the Purchase  Agreement,  of all restrictive  legends,  and to
     enable  such  Registrable  Securities  to  be  in  such  denominations  and
     registered in such names as any such Holders may request.

          (k) Upon the occurrence of any event  contemplated  by this Section 3,
     as promptly as  reasonably  possible  under the  circumstances  taking into
     account the Company's good faith assessment of any adverse  consequences to
     the Company and its stockholders of the premature disclosure of such event,
     prepare a supplement or amendment, including a post-effective amendment, to
     a Registration  Statement or a supplement to the related  Prospectus or any


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     document  incorporated or deemed to be  incorporated  therein by reference,
     and file any other  required  document so that,  as  thereafter  delivered,
     neither a Registration Statement nor such Prospectus will contain an untrue
     statement of a material  fact or omit to state a material  fact required to
     be stated therein or necessary to make the statements  therein, in light of
     the  circumstances  under  which they were  made,  not  misleading.  If the
     Company  notifies the Holders in accordance  with clauses (ii) through (vi)
     of  Section  3(d)  above to  suspend  the use of any  Prospectus  until the
     requisite changes to such Prospectus have been made, then the Holders shall
     suspend use of such  Prospectus.  The Company  will use its best efforts to
     ensure  that the use of the  Prospectus  may be resumed as  promptly  as is
     practicable. The Company shall be entitled to exercise its right under this
     Section 3(k) to suspend the  availability  of a Registration  Statement and
     Prospectus,  subject to the payment of partial  liquidated damages pursuant
     to  Section  2(b),  for a period not to exceed 60 days  (which  need not be
     consecutive days) in any 12 month period.

          (l)  Comply  with  all  applicable   rules  and   regulations  of  the
     Commission.

          (m) The Company  may,  prior to filing a  Registration  Statement  (or
     amendment thereto), require each selling Holder to furnish to the Company a
     certified statement as to the number of shares of Common Stock beneficially
     owned by such Holder and the person thereof that has voting and dispositive
     control  over the Shares.  During any periods that the Company is unable to
     meet its  obligations  hereunder  with respect to the  registration  of the
     Registrable  Securities  solely  because any Holder  fails to furnish  such
     information  within  three  Trading  Days  of the  Company's  request,  any
     liquidated  damages  that are  accruing at such time as to such Holder only
     shall be tolled and any Event that may  otherwise  occur solely  because of
     such  delay  shall  be  suspended  as  to  such  Holder  only,  until  such
     information is delivered to the Company.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether  or not any  Registrable  Securities  are  sold  pursuant  to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky  qualifications  or  exemptions  of  the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as requested by the Holders) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect
to any filing  that may be  required  to be made by any broker  through  which a
Holder intends to make sales of  Registrable  Securities  with NASD  Regulation,
Inc.  pursuant to the NASD Rule 2710, so long as the broker is receiving no more
than a  customary  brokerage  commission  in  connection  with such  sale,  (ii)
printing  expenses   (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses  if the
printing of prospectuses is reasonably requested by the holders of a majority of


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<PAGE>

the  Registrable  Securities  included  in  a  Registration  Statement),   (iii)
messenger,  telephone  and delivery  expenses,  (iv) fees and  disbursements  of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Transaction Documents,  any legal fees or other costs of the
Holders.

     5. Indemnification

          (a) Indemnification by the Company. The Company shall, notwithstanding
     any termination of this Agreement, indemnify and hold harmless each Holder,
     the officers,  directors,  members,  partners,  agents,  brokers (including
     brokers who offer and sell Registrable  Securities as principal as a result
     of a pledge or any failure to perform under a margin call of Common Stock),
     investment   advisors  and   employees   (and  any  other  Persons  with  a
     functionally   equivalent   role  of  a   Person   holding   such   titles,
     notwithstanding  a lack of such title or any other  title) of each of them,
     each Person who controls any such Holder  (within the meaning of Section 15
     of the  Securities Act or Section 20 of the Exchange Act) and the officers,
     directors,  members,  partners, agents and employees (and any other Persons
     with a  functionally  equivalent  role of a  Person  holding  such  titles,
     notwithstanding  a lack of such  title or any  other  title)  of each  such
     controlling Person, to the fullest extent permitted by applicable law, from
     and  against  any and  all  losses,  claims,  damages,  liabilities,  costs
     (including,  without limitation,  reasonable  attorneys' fees) and expenses
     (collectively,  "Losses"),  as incurred,  arising out of or relating to (1)
     any untrue or alleged  untrue  statement of a material fact  contained in a
     Registration Statement,  any Prospectus or any form of prospectus or in any
     amendment  or  supplement  thereto  or in any  preliminary  prospectus,  or
     arising  out of or  relating  to any  omission  or  alleged  omission  of a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein (in the case of any Prospectus or form of prospectus or
     supplement  thereto,  in light of the  circumstances  under which they were
     made) not  misleading  or (2) any  violation  or alleged  violation  by the
     Company of the  Securities  Act, the  Exchange Act or any state  securities
     law,  or  any  rule  or  regulation  thereunder,  in  connection  with  the
     performance of its obligations under this Agreement,  except to the extent,
     but only to the extent,  that (i) such untrue  statements  or omissions are
     based solely upon information regarding such Holder furnished in writing to
     the Company by such Holder expressly for use therein, or to the extent that
     such information relates to such Holder or such Holder's proposed method of
     distribution  of  Registrable  Securities  and was reviewed  and  expressly
     approved  in writing by such  Holder  expressly  for use in a  Registration
     Statement,  such  Prospectus or such form of Prospectus or in any amendment
     or  supplement  thereto (it being  understood  that the Holder has approved
     Annex A hereto for this purpose) or (ii) in the case of an occurrence of an
     event of the  type  specified  in  Section  3(d)(ii)-(vi),  the use by such


                                       9
<PAGE>

     Holder  of an  outdated  or  defective  Prospectus  after the  Company  has
     notified  such  Holder  in  writing  that the  Prospectus  is  outdated  or
     defective   and  prior  to  the  receipt  by  such  Holder  of  the  Advice
     contemplated in Section 6(d). The Company shall notify the Holders promptly
     of the institution,  threat or assertion of any Proceeding  arising from or
     in connection with the transactions contemplated by this Agreement of which
     the Company is aware.

          (b) Indemnification by Holders.  Each Holder shall,  severally and not
     jointly, indemnify and hold harmless the Company, its directors,  officers,
     agents and  employees,  each Person who  controls  the Company  (within the
     meaning of Section 15 of the  Securities Act and Section 20 of the Exchange
     Act), and the directors,  officers, agents or employees of such controlling
     Persons,  to the fullest  extent  permitted  by  applicable  law,  from and
     against  all Losses,  as  incurred,  to the extent  arising out of or based
     solely  upon:  (x) such  Holder's  failure  to comply  with the  prospectus
     delivery  requirements  of the  Securities Act or (y) any untrue or alleged
     untrue   statement  of  a  material  fact  contained  in  any  Registration
     Statement, any Prospectus,  or any form of prospectus,  or in any amendment
     or supplement thereto or in any preliminary  prospectus,  or arising out of
     or relating to any omission or alleged omission of a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading  (i) to the  extent,  but only to the  extent,  that such untrue
     statement  or omission is  contained  in any  information  so  furnished in
     writing by such Holder to the Company  specifically  for  inclusion in such
     Registration  Statement or such  Prospectus  or (ii) to the extent that (1)
     such untrue  statements  or  omissions  are based  solely upon  information
     regarding  such Holder  furnished  in writing to the Company by such Holder
     expressly for use therein,  or to the extent that such information  relates
     to  such  Holder  or such  Holder's  proposed  method  of  distribution  of
     Registrable  Securities and was reviewed and expressly  approved in writing
     by such Holder  expressly  for use in a  Registration  Statement  (it being
     understood  that the Holder has approved  Annex A hereto for this purpose),
     such  Prospectus  or  such  form  of  Prospectus  or in  any  amendment  or
     supplement  thereto or (2) in the case of an  occurrence of an event of the
     type  specified  in  Section  3(d)(ii)-(vi),  the use by such  Holder of an
     outdated or defective Prospectus after the Company has notified such Holder
     in writing that the  Prospectus  is outdated or defective  and prior to the
     receipt by such Holder of the Advice  contemplated  in Section  6(d). In no
     event shall the  liability  of any selling  Holder  hereunder be greater in
     amount than the dollar  amount of the net proceeds  received by such Holder
     upon  the  sale  of  the  Registrable   Securities   giving  rise  to  such
     indemnification obligation.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
     brought or asserted against any Person entitled to indemnity  hereunder (an
     "Indemnified  Party"),  such  Indemnified  Party shall promptly  notify the
     Person from whom indemnity is sought (the "Indemnifying Party") in writing,
     and the  Indemnifying  Party  shall  have the right to assume  the  defense
     thereof, including the employment of counsel reasonably satisfactory to the
     Indemnified  Party and the  payment of all fees and  expenses  incurred  in
     connection  with  defense  thereof;  provided,  that  the  failure  of  any
     Indemnified  Party to give such notice  shall not relieve the  Indemnifying
     Party of its obligations or liabilities pursuant to this Agreement,  except



                                       10
<PAGE>

     (and only) to the extent that it shall be finally  determined by a court of
     competent  jurisdiction  (which  determination  is not subject to appeal or
     further  review) that such failure shall have  prejudiced the  Indemnifying
     Party.

          An Indemnified  Party shall have the right to employ separate  counsel
     in any such Proceeding and to participate in the defense  thereof,  but the
     fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
     Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed
     in writing to pay such fees and expenses;  (2) the Indemnifying Party shall
     have failed promptly to assume the defense of such Proceeding and to employ
     counsel  reasonably  satisfactory  to such  Indemnified  Party  in any such
     Proceeding;  or (3) the named parties to any such Proceeding (including any
     impleaded parties) include both such Indemnified Party and the Indemnifying
     Party, and such Indemnified Party shall reasonably  believe that a material
     conflict  of  interest  is  likely  to exist if the  same  counsel  were to
     represent such Indemnified Party and the Indemnifying Party (in which case,
     if such Indemnified  Party notifies the Indemnifying  Party in writing that
     it elects to employ  separate  counsel at the  expense of the  Indemnifying
     Party,  the  Indemnifying  Party  shall not have the  right to  assume  the
     defense  thereof  and the  reasonable  fees and  expenses  of one  separate
     counsel  shall  be  at  the  expense  of  the  Indemnifying   Party).   The
     Indemnifying  Party  shall not be  liable  for any  settlement  of any such
     Proceeding effected without its written consent, which consent shall not be
     unreasonably  withheld.  No  Indemnifying  Party  shall,  without the prior
     written  consent of the  Indemnified  Party,  effect any  settlement of any
     pending  Proceeding in respect of which any  Indemnified  Party is a party,
     unless  such  settlement   includes  an   unconditional   release  of  such
     Indemnified  Party from all liability on claims that are the subject matter
     of such Proceeding.

          Subject  to the  terms  of this  Agreement,  all  reasonable  fees and
     expenses of the Indemnified  Party (including  reasonable fees and expenses
     to the extent  incurred in connection  with  investigating  or preparing to
     defend such  Proceeding  in a manner not  inconsistent  with this  Section)
     shall be paid to the  Indemnified  Party,  as incurred,  within ten Trading
     Days of written notice thereof to the Indemnifying  Party;  provided,  that
     the Indemnified Party shall promptly  reimburse the Indemnifying  Party for
     that portion of such fees and expenses applicable to such actions for which
     such  Indemnified  Party  is not  entitled  to  indemnification  hereunder,
     determined based upon the relative faults of the parties.

          (d) Contribution. If the indemnification under Section 5(a) or 5(b) is
     unavailable to an Indemnified  Party or insufficient to hold an Indemnified
     Party  harmless  for  any  Losses,   then  each  Indemnifying  Party  shall
     contribute to the amount paid or payable by such Indemnified Party, in such
     proportion  as  is  appropriate  to  reflect  the  relative  fault  of  the
     Indemnifying  Party and  Indemnified  Party in connection with the actions,
     statements  or omissions  that resulted in such Losses as well as any other
     relevant equitable considerations.  The relative fault of such Indemnifying
     Party and  Indemnified  Party shall be  determined  by reference  to, among
     other  things,  whether  any action in  question,  including  any untrue or
     alleged untrue statement of a material fact or omission or alleged omission
     of a material  fact,  has been taken or made by, or relates to  information
     supplied by, such Indemnifying Party or Indemnified Party, and the parties'



                                       11
<PAGE>

     relative  intent,  knowledge,  access to  information  and  opportunity  to
     correct or prevent such action,  statement or omission.  The amount paid or
     payable  by a party as a result of any Losses  shall be deemed to  include,
     subject to the  limitations  set forth in this  Agreement,  any  reasonable
     attorneys' or other  reasonable fees or expenses  incurred by such party in
     connection  with any  Proceeding  to the extent  such party would have been
     indemnified for such fees or expenses if the  indemnification  provided for
     in this Section was available to such party in accordance with its terms.

          The parties  hereto  agree that it would not be just and  equitable if
     contribution  pursuant to this  Section  5(d) were  determined  by pro rata
     allocation  or by any other  method of  allocation  that does not take into
     account  the  equitable  considerations  referred  to  in  the  immediately
     preceding  paragraph.  Notwithstanding the provisions of this Section 5(d),
     no Holder shall be required to contribute,  in the aggregate, any amount in
     excess of the amount by which the proceeds actually received by such Holder
     from the  sale of the  Registrable  Securities  subject  to the  Proceeding
     exceeds  the amount of any  damages  that such  Holder has  otherwise  been
     required to pay by reason of such  untrue or alleged  untrue  statement  or
     omission or alleged omission, except in the case of fraud by such Holder.

          The indemnity and  contribution  agreements  contained in this Section
     are in addition to any liability that the Indemnifying  Parties may have to
     the Indemnified Parties.

     6. Miscellaneous

          (a) Remedies.  In the event of a breach by the Company or by a Holder,
     of any of their  obligations  under  this  Agreement,  each  Holder  or the
     Company,  as the case may be, in addition to being entitled to exercise all
     rights  granted  by law and under this  Agreement,  including  recovery  of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.  The Company and each Holder agree that  monetary  damages would
     not provide  adequate  compensation  for any losses incurred by reason of a
     breach by it of any of the  provisions of this Agreement and hereby further
     agrees that, in the event of any action for specific performance in respect
     of such  breach,  it shall waive the defense  that a remedy at law would be
     adequate.

          (b) No  Piggyback  on  Registrations.  Except as set forth on Schedule
     6(b) attached  hereto,  neither the Company nor any of its security holders
     (other  than the  Holders in such  capacity  pursuant  hereto)  may include
     securities of the Company in the initial Registration  Statement other than
     the  Registrable  Securities.   Except  as  set  forth  on  the  Disclosure
     Schedules,  no  Person  has any right to cause the  Company  to effect  the
     registration under the Securities Act of any securities of the Company. The
     Company shall not file any other registration  statements until the initial
     Registration  Statement  required  hereunder  is declared  effective by the
     Commission,  provided that this Section 6(b) shall not prohibit the Company
     from filing amendments to registration statements already filed.



                                       12
<PAGE>

          (c) Compliance.  Each Holder  covenants and agrees that it will comply
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it in  connection  with  sales  of  Registrable  Securities
     pursuant to a Registration Statement.

          (d) Discontinued Disposition. Each Holder agrees by its acquisition of
     such Registrable Securities that, upon receipt of a notice from the Company
     of the occurrence of any event of the kind described in Section 3(d),  such
     Holder  will  forthwith   discontinue   disposition  of  such   Registrable
     Securities  under a Registration  Statement until such Holder's  receipt of
     the  copies of the  supplemented  Prospectus  and/or  amended  Registration
     Statement,  or until it is advised in writing (the "Advice") by the Company
     that the use of the applicable  Prospectus  may be resumed,  and, in either
     case, has received  copies of any additional or  supplemental  filings that
     are  incorporated  or  deemed  to be  incorporated  by  reference  in  such
     Prospectus or Registration Statement. The Company will use its best efforts
     to ensure that the use of the  Prospectus  may be resumed as promptly as it
     practicable.  The Company agrees and  acknowledges  that any periods during
     which  the  Holder  is  required  to  discontinue  the  disposition  of the
     Registrable  Securities  hereunder  shall be subject to the  provisions  of
     Section 2(b).

          (e) Piggy-Back Registrations.  If at any time during the Effectiveness
     Period there is not an effective Registration Statement covering all of the
     Registrable  Securities and the Company shall determine to prepare and file
     with the  Commission a registration  statement  relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its  equity  securities,  other  than on  Form  S-4 or Form  S-8  (each  as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any entity or business or equity securities issuable in connection with the
     stock option or other employee  benefit plans,  then the Company shall send
     to each  Holder a  written  notice  of such  determination  and,  if within
     fifteen  days  after  the date of such  notice,  any such  Holder  shall so
     request  in  writing,  the  Company  shall  include  in  such  registration
     statement  all or any  part  of such  Registrable  Securities  such  Holder
     requests to be registered;  provided,  however, that, the Company shall not
     be required to register any Registrable Securities pursuant to this Section
     6(e) that are eligible for resale pursuant to Rule 144(k) promulgated under
     the Securities Act or that are the subject of a then effective Registration
     Statement.

          (f)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
     including the provisions of this sentence, may not be amended,  modified or
     supplemented,  and waivers or consents to  departures  from the  provisions
     hereof may not be given,  unless the same shall be in writing and signed by
     the Company and each Holder of the then outstanding Registrable Securities.
     Notwithstanding  the  foregoing,  a waiver or  consent  to depart  from the
     provisions hereof with respect to a matter that relates  exclusively to the
     rights of  Holders  and that does not  directly  or  indirectly  affect the
     rights of other  Holders may be given by Holders of all of the  Registrable
     Securities to which such waiver or consent relates; provided, however, that
     the  provisions  of  this  sentence  may  not  be  amended,   modified,  or
     supplemented  except in accordance  with the provisions of the  immediately
     preceding sentence.

          (g) Notices. Any and all notices or other communications or deliveries
     required or  permitted to be provided  hereunder  shall be delivered as set
     forth in the Purchase Agreement.



                                       13
<PAGE>

          (h) Successors and Assigns.  This Agreement shall inure to the benefit
     of and be binding upon the successors and permitted  assigns of each of the
     parties and shall inure to the benefit of each Holder.  The Company may not
     assign  its  rights or  obligations  hereunder  without  the prior  written
     consent  of  all  of  the  Holders  of  the  then-outstanding   Registrable
     Securities. Each Holder may assign their respective rights hereunder in the
     manner and to the Persons as permitted under the Purchase Agreement.

          (i) No  Inconsistent  Agreements.  Neither  the Company nor any of its
     subsidiaries has entered,  as of the date hereof,  nor shall the Company or
     any of its subsidiaries, on or after the date of this Agreement, enter into
     any agreement with respect to its securities, that would have the effect of
     impairing the rights  granted to the Holders in this Agreement or otherwise
     conflicts with the provisions hereof. Except as set forth on Schedule 6(i),
     neither the Company nor any of its subsidiaries has previously entered into
     any agreement  granting any registration  rights with respect to any of its
     securities to any Person that have not been satisfied in full.

          (j) Execution and Counterparts.  This Agreement may be executed in any
     number of  counterparts,  each of which when so executed shall be deemed to
     be an original and, all of which taken  together  shall  constitute one and
     the same  Agreement.  In the  event  that any  signature  is  delivered  by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of the party  executing  (or on whose behalf such  signature is
     executed)  the same  with the same  force and  effect as if such  facsimile
     signature were the original thereof.

          (k)  Governing  Law.  All  questions   concerning  the   construction,
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     determined with the provisions of the Purchase Agreement.

          (l) Cumulative  Remedies.  The remedies provided herein are cumulative
     and not exclusive of any remedies provided by law.

          (m) Severability.  If any term, provision,  covenant or restriction of
     this Agreement is held by a court of competent  jurisdiction to be invalid,
     illegal,  void or  unenforceable,  the remainder of the terms,  provisions,
     covenants and  restrictions set forth herein shall remain in full force and
     effect and shall in no way be affected,  impaired or  invalidated,  and the
     parties hereto shall use their commercially  reasonable efforts to find and
     employ an alternative  means to achieve the same or substantially  the same
     result  as  that  contemplated  by  such  term,   provision,   covenant  or
     restriction.  It is hereby  stipulated  and declared to be the intention of
     the parties that they would have executed the remaining terms,  provisions,
     covenants  and  restrictions  without  including  any of such  that  may be
     hereafter declared invalid, illegal, void or unenforceable.

          (n) Headings.  The headings in this  Agreement are for  convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (o)  Independent  Nature  of  Holders'  Obligations  and  Rights.  The
     obligations  of each  Holder  hereunder  are several and not joint with the
     obligations  of  any  other  Holder  hereunder,  and  no  Holder  shall  be
     responsible in any way for the  performance of the obligations of any other



                                       14
<PAGE>

     Holder  hereunder.  Nothing  contained  herein or in any other agreement or
     document  delivered  at any  closing,  and no  action  taken by any  Holder
     pursuant hereto or thereto,  shall be deemed to constitute the Holders as a
     partnership,  an association,  a joint venture or any other kind of entity,
     or create a  presumption  that the Holders are in any way acting in concert
     with respect to such obligations or the  transactions  contemplated by this
     Agreement. Each Holder shall be entitled to protect and enforce its rights,
     including without limitation the rights arising out of this Agreement,  and
     it  shall  not be  necessary  for  any  other  Holder  to be  joined  as an
     additional party in any proceeding for such purpose.

                              ********************






















                                       15
<PAGE>

     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

TIDELANDS OIL & GAS CORPORATION


By:__________________________________________
   Name:
   Title:










                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]








                                       16
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO TIDE RRA]


Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: ___________________________

Title of Authorized Signatory: __________________________

E-mail Address of Holder: _______________________________



                           [SIGNATURE PAGES CONTINUE]

















                                       17
<PAGE>

                              Plan of Distribution

     Each Selling  Stockholder (the "Selling  Stockholders") of the common stock
("Common Stock") of Tidelands Oil & Gas Corporation,  a Nevada  corporation (the
"Company") and any of their pledgees,  assignees and successors-in-interest may,
from  time to time,  sell  any or all of their  shares  of  Common  Stock on the
Trading Market or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

          o    ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer solicits purchasers;

          o    block trades in which the broker-dealer  will attempt to sell the
               shares  as agent but may  position  and  resell a portion  of the
               block as principal to facilitate the transaction;

          o    purchases  by a  broker-dealer  as  principal  and  resale by the
               broker-dealer for its account;

          o    an  exchange  distribution  in  accordance  with the rules of the
               applicable exchange;

          o    privately negotiated transactions;

          o    settlement of short sales  entered into after the effective  date
               of the registration statement of which this prospectus is a part;

          o    broker-dealers may agree with the Selling  Stockholders to sell a
               specified number of such shares at a stipulated price per share;

          o    through the  writing or  settlement  of options or other  hedging
               transactions, whether through an options exchange or otherwise;

          o    a combination of any such methods of sale; or

          o    any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

     Broker-dealers  engaged by the Selling  Stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.



                                       18
<PAGE>

     In connection with the sale of the Common Stock or interests  therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the Common  Stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the Common
Stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts  under the Securities  Act. Each Selling  Stockholder has informed the
Company that it does not have any written or oral  agreement  or  understanding,
directly or indirectly,  with any person to distribute  the Common Stock.  In no
event shall any  broker-dealer  receive fees,  commissions and markups which, in
the aggregate, would exceed eight percent (8%).

     The Company is required to pay certain  fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

     Because Selling Stockholders may be deemed to be "underwriters"  within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has advised us that they have not entered  into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in  connection  with the proposed sale of the resale shares by the
Selling Stockholders.

     We agreed to keep this  prospectus  effective  until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(e) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.



                                       19
<PAGE>

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making  activities with respect to the Common Stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.   In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales of shares of the Common  Stock by the  Selling  Stockholders  or any other
person.  We  will  make  copies  of this  prospectus  available  to the  Selling
Stockholders  and  have  informed  them of the  need to  deliver  a copy of this
prospectus to each purchaser at or prior to the time of the sale.

















                                       20
<PAGE>

                                                                         Annex B

                         TIDELANDS OIL & GAS CORPORATION

                 Selling Securityholder Notice and Questionnaire

     The undersigned beneficial owner of common stock, par value $.001 per share
(the "Common Stock"),  of Tidelands Oil & Gas Corporation,  a Nevada corporation
(the "Company"), (the "Registrable Securities") understands that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration   statement  on  Form  SB-2  (the   "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
January 20, 2006 (the "Registration  Rights  Agreement"),  among the Company and
the Purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

     Certain   legal   consequences   arise  from  being   named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

     The  undersigned   beneficial  owner  (the  "Selling   Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

















                                       21
<PAGE>

The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.   Name.

     (a)  Full Legal Name of Selling Securityholder

          ______________________________________________________________________


     (b)  Full  Legal Name of  Registered  Holder (if not the same as (a) above)
          through which Registrable Securities Listed in Item 3 below are held:


          ______________________________________________________________________


     (c)  Full Legal  Name of  Natural  Control  Person  (which  means a natural
          person who  directly or  indirectly  alone or with others has power to
          vote or dispose of the securities covered by the questionnaire):


          ______________________________________________________________________



2.   Address for Notices to Selling Securityholder:


          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

Telephone:______________________________________________________________________
Fax:____________________________________________________________________________
Contact Person:_________________________________________________________________

3.   Beneficial Ownership of Registrable Securities:

     (a)  Type and Principal Amount of Registrable Securities beneficially owned
          (not including the Registrable  Securities that are issuable  pursuant
          to the Purchase Agreement):


          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________






                                       22
<PAGE>

4.   Broker-Dealer Status:

     (a)  Are you a broker-dealer?

                                 Yes [_]       No [_]

     (b)  If "yes" to Section 4(a), did you receive your Registrable  Securities
          as compensation for investment banking services to the Company.

                                 Yes [_]       No [_]

     Note: If no,  the  Commission's  staff  has  indicated  that you  should be
           identified as an underwriter in the Registration Statement.

     (c)  Are you an affiliate of a broker-dealer?

                                 Yes [_]       No [_]

     (d)  If you are an  affiliate of a  broker-dealer,  do you certify that you
          bought the Registrable  Securities in the ordinary course of business,
          and at the time of the purchase of the  Registrable  Securities  to be
          resold,  you  had  no  agreements  or   understandings,   directly  or
          indirectly, with any person to distribute the Registrable Securities?

                                 Yes [_]       No [_]

     Note: If no,  the  Commission's  staff  has  indicated  that you  should be
           identified as an underwriter in the Registration Statement.

5.   Beneficial  Ownership  of  Other  Securities  of the  Company  Owned by the
     Selling Securityholder.

     Except  as set  forth  below  in this  Item 5, the  undersigned  is not the
     beneficial or registered  owner of any securities of the Company other than
     the Registrable Securities listed above in Item 3.

     (a)  Type and Amount of Other Securities  beneficially owned by the Selling
          Securityholder:


          ______________________________________________________________________
          ______________________________________________________________________




                                       23
<PAGE>

6.   Relationships with the Company:

          Except as set forth  below,  neither  the  undersigned  nor any of its
          affiliates, officers, directors or principal equity holders (owners of
          5% of more of the equity  securities of the  undersigned) has held any
          position or office or has had any other material relationship with the
          Company  (or its  predecessors  or  affiliates)  during the past three
          years.

          State any exceptions here:


          ______________________________________________________________________
          ______________________________________________________________________



     The undersigned  agrees to promptly notify the Company of any  inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

     IN WITNESS  WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:_______________        Beneficial Owner:__________________________________

                             By:________________________________________________
                                Name:
                                Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: