Exhibit 4.4
Registration Rights Agreement

                                                Document is Copied.

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into
as of  October  17,  2000,  by and  among  Tidelands  Oil & Gas  Corporation,  a
corporation duly incorporated and existing under the laws of the State of Nevada
(the  "Company"),  and the  investor  as  named  on the  signature  page  hereto
(hereinafter referred to as "Investor").

                                    RECITALS:

         WHEREAS,  pursuant  to the  Company's  offering  ("Offering")  of up to
Twenty Million Dollars ($20,000,000) of Common Stock of the Company, pursuant to
that  certain  Investment  Agreement  of even  date  herewith  (the  "Investment
Agreement") between the Company and the Investor, the Company has agreed to sell
and the Investor  has agreed to  purchase,  from time to time as provided in the
Investment  Agreement,  shares  of the  Company's  Common  Stock  for a  maximum
aggregate offering amount as described above;

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to issue to the Investor the  Commitment  Warrants  and, from time to
time, the Purchase Warrants, each as defined in the Investment Agreement, and in
certain  events  Additional  Warrants  (as defined in the  Warrant  Antidilution
Agreement  between the Company and the  Investor) to purchase a number of shares
of Common Stock,  exercisable for ten (10) years from their  respective dates of
issuance (collectively, the "Warrants"); and

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to provide the Investor with certain registration rights with respect
to the Common Stock to be issued in the  Offering and the Common Stock  issuable
upon exercise of the Warrants as set forth in this Agreement.

                                     TERMS:

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.  Certain  Definitions.  As  used in this  Agreement  (including  the
Recitals  above),  the following  terms shall have the following  meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):

                  "Additional Registration Statement" shall have the meaning set
forth in Section 3(b).

<PAGE>

                  "Additional  Warrants"  shall have the meaning  ascribed to it
the Warrant Antidilution Agreement between the Company and the Investor.

                  "Amended  Registration  Statement"  shall have the meaning set
forth in Section 3(b).

                  "Business  Day"  shall  have  the  meaning  set  forth  in the
Investment Agreement.

                  "Closing  Bid Price"  shall have the  meaning set forth in the
Investment Agreement.

                  "Common Stock" shall mean the common stock,  par value $0.001,
of the Company.

                  "Due  Date"  shall  mean the date that is one  hundred  twenty
(120) days after the date of this Agreement.

                  "Effective  Date"  shall have the meaning set forth in Section
2.3.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, together with the rules and regulations promulgated thereunder.

                  "Filing  Deadline" shall mean the date that is forty-five (45)
days after the date of this Agreement.

                  "Ineffective  Period"  shall mean any period of time after the
Effective  Date during the term hereof that the  Registration  Statement  or any
Supplemental Registration Statement (each as defined herein) becomes ineffective
or unavailable for use for the sale or resale,  as applicable,  of any or all of
the  Registrable  Securities (as defined herein) for any reason (or in the event
the prospectus under either of the above is not current and deliverable).

                  "Investment Agreement" shall have the meaning set forth in the
Recitals hereto.

                  "Investor" shall have the meaning set forth in the preamble to
this Agreement.

                  "Holder" shall mean  Investor,  and any other person or entity
owning or having the right to acquire  Registrable  Securities  or any permitted
assignee.

                  "Piggyback    Registration"   and   "Piggyback    Registration
Statement" shall have the meaning set forth in Section 4.

                  "Put"  shall have the  meaning as set forth in the  Investment
Agreement.

                  "Register,"  "Registered," and  "Registration"  shall mean and
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar document in compliance with the Securities Act and pursuant
to Rule 415 under the Securities Act or any successor  rule, and the declaration
or ordering of effectiveness of such registration statement or document.

                  "Registrable  Securities"  shall have the meaning set forth in
Section 2.1.

<PAGE>

                  "Registration  Statement"  shall have the meaning set forth in
Section 2.2.

                  "Rule 144" shall mean Rule 144, as amended,  promulgated under
the Securities Act.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, together with the rules and regulations promulgated thereunder.

                  "Supplemental  Registration  Statement" shall have the meaning
set forth in Section 3(b).

                  "Warrants"  shall  have the  meaning  set  forth in the  above
Recitals.

                  "Warrant  Shares"  shall mean shares of Common Stock  issuable
upon exercise of any Warrant.

         2.       Required Registration.

                  2.1      Registrable  Securities.   "Registrable   Securities"
shall mean those  shares of the Common  Stock of the Company  together  with any
capital stock issued in replacement  of, in exchange for or otherwise in respect
of such Common Stock,  that are: (i) issuable or issued to the Investor pursuant
to the  Investment  Agreement,  (ii)  issuable  or issued  upon  exercise of the
Warrants,  or (iii)  issued or issuable  pursuant  to the  Warrant  Antidilution
Agreement  between  the  Company  and  the  Investor;  provided,  however,  that
notwithstanding  the above,  the following  shall not be considered  Registrable
Securities:

                           (a) any Common Stock which would  otherwise be deemed
to be Registrable  Securities,  if and to the extent that those shares of Common
Stock may be resold in a public transaction  without volume limitations or other
material  restrictions  without registration under the Securities Act, including
without limitation, pursuant to Rule 144 under the Securities Act; and

                           (b) any shares of Common  Stock  which have been sold
in a private  transaction in which the transferor's  rights under this Agreement
are not assigned.

                  2.2      Filing of Initial Registration Statement. The Company
shall,  by the Filing  Deadline,  file a registration  statement  ("Registration
Statement") on Form SB-2 (or other  suitable form, at the Company's  discretion,
but subject to the  reasonable  approval of Investor),  covering the resale of a
number of shares of Common  Stock as  Registrable  Securities  equal to at least
Twenty Five Million  (25,000,000) shares of Common Stock and shall cover, to the
extent allowed by applicable law, such indeterminate number of additional shares
of Common Stock that may be issued or become issuable as Registrable  Securities
by the Company pursuant to Rule 416 of the Securities Act. In the event that the
Company has not filed the Registration  Statement by the Filing  Deadline,  then
the Company  shall pay to Investor an amount  equal to $500,  in cash,  for each
Business  Day after the Filing  Deadline  until such  Registration  Statement is
filed,  payable within ten (10) Business Days following the end of each calendar
month in which such payments accrue. In addition, anytime the Company has issued
Additional  Warrants  to the  Investor  totaling  300,000  shares  which are not
registered for resale, the Company shall promptly file a registration  statement
(on Form SB-2, or other suitable form, at the Company's discretion,  but subject
to the  reasonable  approval of  Investor),  covering  the resale of a number of
shares of Common Stock as Registrable Securities equal to at least the number of
Additional Warrant shares that are not registered for resale and shall cover, to
the extent allowed by applicable  law, such  indeterminate  number of additional
shares of Common  Stock  that may be issued or become  issuable  as  Registrable
Securities by the Company pursuant to Rule 416 of the Securities Act.

<PAGE>

                  2.3      Registration  Effective  Date.  The Company shall use
its best efforts to have the Registration  Statement  declared  effective by the
SEC (the date of such  effectiveness  is  referred  to herein as the  "Effective
Date") by the Due Date.

                  2.4      Shelf Registration.  The Registration Statement shall
be prepared as a "shelf"  registration  statement  under Rule 415,  and shall be
maintained effective until all Registrable Securities are resold pursuant to the
Registration Statement.

                  2.5      Supplemental  Registration  Statement.   Anytime  the
Registration  Statement  does not cover a sufficient  number of shares of Common
Stock to  cover  all  outstanding  Registrable  Securities,  the  Company  shall
promptly prepare and file with the SEC such Supplemental  Registration Statement
and the prospectus used in connection with such registration statement as may be
necessary to comply with the  provisions of the  Securities  Act with respect to
the  disposition  of all such  Registrable  Securities  and  shall  use its best
efforts  to  cause  such  Supplemental  Registration  Statement  to be  declared
effective as soon as possible.

         3.       Obligations  of the  Company.  Whenever  required  under  this
Agreement to effect the registration of any Registrable Securities,  the Company
shall, as expeditiously and reasonably possible:

                  (a)  Prepare  and  file  with  the   Securities  and  Exchange
Commission  ("SEC") a Registration  Statement  with respect to such  Registrable
Securities  and use its best  efforts to cause such  Registration  Statement  to
become  effective and to remain effective until the earlier of (i) the date that
all Registrable  Securities are resold pursuant to such Registration  Statement,
or (ii) the date that is one (1) year after the Termination  Date (as defined in
the Investment Agreement).

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement ("Amended  Registration  Statement") or prepare
and  file  any  additional  registration  statement  ("Additional   Registration
Statement,"  together  with the Amended  Registration  Statement,  "Supplemental
Registration  Statements")  as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such Supplemental  Registration  Statements or such prior registration statement
and to cover the resale of all Registrable Securities.

                  (c)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,  including a preliminary  prospectus (if applicable),  in conformity
with the  requirements  of the Securities  Act, and such other documents as they
may  reasonably  request in order to facilitate  the  disposition of Registrable
Securities owned by them.

<PAGE>

                  (d)  Use  its  best   efforts  to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of the  jurisdictions  in which the Holders are  located,  of such
other  jurisdictions  as shall be  reasonably  requested  by the  Holders of the
Registrable  Securities covered by such Registration  Statement and of all other
jurisdictions  where  legally  required,  provided that the Company shall not be
required in  connection  therewith  or as a  condition  thereto to qualify to do
business  or to file a general  consent to service of process in any such states
or jurisdictions.

                  (e)  [Intentionally Omitted].

                  (f)  As promptly as  practicable after  becoming aware of such
event,  notify each Holder of  Registrable  Securities  of the  happening of any
event of which the Company has  knowledge,  as a result of which the  prospectus
included in the Registration  Statement,  as then in effect,  includes an untrue
statement of a material  fact or omits 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,  use its best efforts
promptly to prepare a supplement or amendment to the  Registration  Statement to
correct such untrue  statement  or  omission,  and deliver a number of copies of
such  supplement  or  amendment  to each  Holder as such  Holder may  reasonably
request.

                  (g)   Provide   Holders   with  notice  of  the  date  that  a
Registration  Statement or any Supplemental  Registration  Statement registering
the resale of the Registrable  Securities is declared  effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.

                  (h)  Provide Holders and their representatives the opportunity
and a reasonable  amount of time, based upon reasonable  notice delivered by the
Company,  to conduct a reasonable due diligence  inquiry of Company's  pertinent
financial  and other  records and make  available its officers and directors for
questions  regarding such information as it relates to information  contained in
the Registration Statement.

                  (i)  Provide Holders and their representatives the opportunity
to review the Registration  Statement and all amendments or supplements  thereto
prior to their  filing  with the SEC by  giving  the  Holder  at least  five (5)
business days advance written notice prior to such filing.

                  (j)  Provide each Holder with prompt notice of the issuance by
the  SEC or any  state  securities  commission  or  agency  of  any  stop  order
suspending the effectiveness of the Registration  Statement or the initiation of
any  proceeding  for such  purpose.  The Company  shall use its best  efforts to
prevent  the  issuance  of any stop order and,  if any is issued,  to obtain the
removal thereof at the earliest possible date.

                  (k)  Use its best efforts to list the  Registrable  Securities
covered by the Registration  Statement with all securities  exchanges or markets
on which the Common  Stock is then  listed  and  prepare  and file any  required
filing with the NASD,  American Stock  Exchange,  NYSE and any other exchange or
market on which the Common Stock is listed.

<PAGE>

         4.       Ineffective Period.

                  (a) Ineffective Period Payment.  Within five (5) Business Days
of the last day of any Ineffective  Period, the Company will pay to the Investor
in  cash  ("Ineffective  Period  Payments"),  as  liquidated  damages  for  such
suspension  and not as a  penalty,  an amount  equal to the  number of shares of
Common Stock  issued to the  Investor in any Put with a Pricing  Period End Date
(as defined in the  Investment  Agreement)  that is thirty (30) business days or
less prior to the date that the Ineffective Period commences,  multiplied by the
difference of

                                            (i) the highest closing price of the
                  Company's   Common  Stock  for  any  trading  day  during  the
                  Ineffective Period,

                                            minus

                                            (ii) the lowest closing price of the
                  Company's Common Stock for the five (5) trading days including
                  and  immediately  following  the  last  trading  day  of  such
                  Ineffective Period.

                  (b) Liquidated  Damages.  The parties hereto  acknowledge  and
agree that the sums payable as  Ineffective  Period  Payments shall give rise to
liquidated damages and not penalties.  The parties further  acknowledge that (i)
the amount of loss or damages  likely to be incurred by the Holder is  incapable
or is  difficult  to  precisely  estimate,  (ii) the  amounts  specified  bear a
reasonable  proportion  and are not plainly or grossly  disproportionate  to the
probable loss likely to be incurred by the  Investor,  and (iii) the parties are
sophisticated  business parties and have been  represented by sophisticated  and
able legal and financial counsel and negotiated this Agreement at arm's length.

         5.       Piggyback Registration.  If anytime prior to the date that the
Registration  Statement is declared  effective or during any Ineffective  Period
(as  defined in the  Investment  Agreement)  the  Company  proposes  to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders  other  than  the  Holders)  any  of its  Common  Stock  under  the
Securities Act in connection with the public offering of such securities  solely
for cash (other than a registration  relating  solely for the sale of securities
to  participants  in  a  Company  stock  plan  or a  registration  on  Form  S-4
promulgated   under  the  Securities  Act  or  any  successor  or  similar  form
registering stock issuable upon a reclassification,  upon a business combination
involving an exchange of securities or upon an exchange  offer for securities of
the issuer or another  entity),  the Company shall, at such time,  promptly give
each Holder  written  notice of such  registration  (a  "Piggyback  Registration
Statement").  Upon the written  request of each  Holder  given by fax within ten
(10) days after  mailing of such notice by the Company,  the Company shall cause
to be included in such  registration  statement  under the Securities Act all of
the Registrable  Securities that each such Holder has requested to be registered
("Piggyback  Registration")  to the extent such  inclusion  does not violate the
registration rights of any other security holder of the company granted prior to
the date  hereof;  provided,  however,  that nothing  herein  shall  prevent the
Company from withdrawing or abandoning such registration  statement prior to its
effectiveness.

<PAGE>

         6.       Limitation  on  Obligations  to  Register  under  a  Piggyback
Registration.   In  the  case  of  a  Piggyback   Registration  pursuant  to  an
underwritten  public  offering  by  the  Company,  if the  managing  underwriter
determines  and advises in writing that the  inclusion in the related  Piggyback
Registration  Statement of all  Registrable  Securities  proposed to be included
would interfere with the successful  marketing of the securities  proposed to be
registered by the Company, then the number of such Registrable  Securities to be
included  in such  Piggyback  Registration  Statement,  to the  extent  any such
Registrable Securities may be included in such Piggyback Registration Statement,
shall be allocated  among all Holders who had requested  Piggyback  Registration
pursuant to the terms hereof,  in the proportion  that the number of Registrable
Securities which each such Holder seeks to register bears to the total number of
Registrable  Securities sought to be included by all Holders. If required by the
managing underwriter of such an underwritten public offering,  the Holders shall
enter into an agreement  limiting  the number of  Registrable  Securities  to be
included  in  such  Piggyback  Registration  Statement  and the  terms,  if any,
regarding the future sale of such Registrable Securities.

         7.       Dispute as to Registrable Securities. In the event the Company
believes  that shares  sought to be  registered  under Section 2 or Section 5 by
Holders do not constitute  "Registrable  Securities" by virtue of Section 2.1 of
this  Agreement,  and the status of those shares as  Registrable  Securities  is
disputed,  the Company  shall  provide,  at its expense,  an Opinion of Counsel,
reasonably   acceptable  to  the  Holders  of  the   Securities  at  issue  (and
satisfactory  to the Company's  transfer agent to permit the sale and transfer),
that those  securities may be sold  immediately,  without  volume  limitation or
other material  restrictions,  without registration under the Securities Act, by
virtue of Rule 144 or similar provisions.

         8.       Furnish  Information.  At the Company's  request,  each Holder
shall furnish to the Company such information  regarding Holder, the Registrable
Securities held by it, and the intended method of disposition of such securities
to the extent required to effect the registration of its Registrable  Securities
or to determine that  registration is not required pursuant to Rule 144 or other
applicable  provision  of the  Securities  Act.  The Company  shall  include all
information  provided  by  such  Holder  pursuant  hereto  in  the  Registration
Statement,  substantially  in the  form  supplied,  except  to the  extent  such
information is not permitted by law.

         9.       Expenses.  All expenses,  other than  commissions and fees and
expenses  of  counsel  to the  selling  Holders,  incurred  in  connection  with
registrations,  filings or qualifications  pursuant hereto,  including  (without
limitation)  all  registration,  filing and  qualification  fees,  printers' and
accounting  fees, fees and  disbursements  of counsel for the Company,  shall be
borne by the Company.

         10.      Indemnification.  In the event any Registrable Securities  are
included in a Registration Statement under this Agreement:

<PAGE>

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers, directors, partners, legal counsel,
and  accountants of each Holder,  any  underwriter (as defined in the Securities
Act, or as deemed by the Securities  Exchange  Commission,  or as indicated in a
registration  statement)  for such Holder and each person,  if any, who controls
such Holder or  underwriter  within the meaning of Section 15 of the  Securities
Act or the Exchange Act,  against any losses,  claims,  damages,  or liabilities
(joint or several) to which they may become  subject under the  Securities  Act,
the Exchange Act or other federal or state law, insofar as such losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based  upon  any of the  following  statements  or  omissions:  (i)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein,  or necessary to make the statements  therein not  misleading,  and the
Company will  reimburse  each such Holder,  officer or director,  underwriter or
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  10(a) shall not apply to amounts paid in  settlement of any
such loss, claim,  damage,  liability,  or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability,  or action to the extent that it arises out of or is
based upon a violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by any such Holder, officer,  director,  underwriter or controlling
person;  provided however, that the above shall not relieve the Company from any
other liabilities which it might otherwise have.

                  (b)  Each   Holder  of  any   securities   included   in  such
registration  being effected shall indemnify and hold harmless the Company,  its
directors  and officers,  each  underwriter  and each other person,  if any, who
controls  (within the meaning of the  Securities  Act) the Company or such other
indemnified party,  against any liability,  joint or several,  to which any such
indemnified  party may  become  subject  under the  Securities  Act or any other
statute or at common  law,  insofar  as such  liability  (or  actions in respect
thereof)  arises  out of or is based upon (i) any  untrue  statement  or alleged
untrue statement of any material fact contained,  on the effective date thereof,
in any  registration  statement under which securities were registered under the
Securities  Act at the request of such Holder,  any  preliminary  prospectus  or
final prospectus  contained therein,  or any amendment or supplement thereto, or
(ii) any omission or alleged omission by such Holder to state therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  to the  extent,  but  only to the  extent,  that  such  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in such registration  statement,  preliminary or final prospectus,  amendment or
supplement thereto in reliance upon and in conformity with information furnished
in writing to the  Company by such Holder  specifically  for use  therein.  Such
Holder shall  reimburse  any  indemnified  party for any legal fees  incurred in
investigating  or defending any such  liability;  provided,  however,  that such
Holder's  obligations  hereunder  shall be  limited  to an  amount  equal to the
proceeds to such Holder of the  securities  sold in any such  registration;  and
provided  further,  that no Holder  shall be  required  to  indemnify  any party
against  any  liability  arising  from any  untrue or  misleading  statement  or
omission contained in any preliminary prospectus if such deficiency is corrected
in the final  prospectus or for any liability which arises out of the failure of
such party to deliver a prospectus as required by the Securities Act.

                  (c) Promptly after receipt by an indemnified  party under this
Section  10  of  notice  of  the  commencement  of  any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any  indemnifying  party under this Section 10, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to  assume,  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the reasonably incurred fees and
expenses  of  one  such  counsel  to be  paid  by  the  indemnifying  party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action,  if materially  prejudicial to its ability to defend such action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  10,  but  the  omission  so to  deliver  written  notice  to  the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 10.

<PAGE>

                  (d) In the event that the indemnity provided in paragraphs (a)
and/or (b) of this Section 10 is unavailable to or insufficient to hold harmless
an  indemnified  party for any reason,  the  Company  and each  Holder  agree to
contribute to the aggregate claims,  losses,  damages and liabilities (including
legal or other expenses  reasonably incurred in connection with investigating or
defending same) (collectively  "Losses") to which the Company and one or more of
the Holders may be subject in such  proportion as is  appropriate to reflect the
relative fault of the Company and the Holders in connection  with the statements
or omissions  which resulted in such Losses.  Relative fault shall be determined
by reference  to whether any alleged  untrue  statement  or omission  relates to
information  provided  by the  Company or by the  Holders.  The  Company and the
Holders  agree  that it would not be just and  equitable  if  contribution  were
determined by pro rata  allocation  or any other method of allocation  that does
not  take   account  of  the   equitable   considerations   referred  to  above.
Notwithstanding  the  provisions of this  paragraph  (d), no person guilty of or
civilly liable for fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of or civilly liable for such  fraudulent  misrepresentation.
For  purposes  of this  Section  10,  each  person  who  controls  a  Holder  of
Registrable  Securities  within the meaning of either the  Securities Act or the
Exchange Act and each director, officer, partner, employee and agent of a Holder
shall have the same rights to contribution  as such holder,  and each person who
controls  the  Company  within the meaning of either the  Securities  Act or the
Exchange Act and each  director  and officer of the Company  shall have the same
rights to  contribution  as the Company,  subject in each case to the applicable
terms and conditions of this paragraph (d).

                  (e) The  obligations  of the Company  and  Holders  under this
Section 10 shall survive the resale, if any, of the Common Stock, the completion
of any offering of Registrable Securities in a Registration Statement under this
Agreement, and otherwise.

         11.      Reports Under Exchange Act. With a view to making available to
the Holders the benefits of Rule 144  promulgated  under the  Securities Act and
any other rule or  regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without  registration,  the Company
agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144; and

                  (b) use its  best  efforts  to file  with  the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act.

<PAGE>

         12.      Amendments  to  Registration  Rights.  Any  provision  of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent of the  Company and the written
consent of each Holder  affected  thereby.  Any amendment or waiver  effected in
accordance  with this paragraph  shall be binding upon each Holder,  each future
Holder, and the Company. The Company will provide the Investor five (5) business
days notice prior to filing any amendment to the  Registration  Statement or any
amendment  or  supplement  to the  Prospectus  and shall give the  Investor  the
opportunity to review and comment on any such  amendment or supplement.  Failure
of the Investor to comment  within five (5) business days shall not preclude the
Company from filing such  amendment or  supplement  after such notice period has
expired.

         13.      Notices.   All  notices   required  or  permitted  under  this
Agreement  shall be made in writing  signed by the party making the same,  shall
specify  the section  under this  Agreement  pursuant to which it is given,  and
shall be addressed if to (i) the Company at:  Tidelands  Oil & Gas  Corporation,
Attn: Michael R. Ward,  President & CEO, 13330 Leopard Street,  Suite 26, Corpus
Christi, Texas 78410; Telephone:(361) 241-2244,  Facsimile: (361) 241-2244(or at
such other  location as directed by the Company in writing) and (ii) the Holders
at Swartz Private Equity, LLC, 300 Colonial Center Parkway,  Suite 300, Roswell,
GA 30076,  or such other  address as  requested  in writing by the  Holder.  Any
notice, except as otherwise provided in this Agreement, shall be made by fax and
shall be deemed given at the time of transmission of the fax.

         14.      Termination.  This Agreement  shall  terminate on the date all
Registrable  Securities  cease to exist (as that term is defined in Section  2.1
hereof);  but  without  prejudice  to (i) the  parties'  rights and  obligations
arising from breaches of this Agreement occurring prior to such termination (ii)
other indemnification obligations under this Agreement.

         15.      Assignment. No assignment,  transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the  Company or any  Holder,  respectively,  shall be made  without the prior
written  consent of the  majority in  interest  of the  Holders or the  Company,
respectively;  provided  that the  rights of a Holder  may be  transferred  to a
subsequent  holder  of  the  Holder's  Registrable   Securities  (provided  such
transferee  shall  provide  to the  Company,  together  with  or  prior  to such
transferee's  request  to  have  such  Registrable   Securities  included  in  a
Registration,  a writing  executed by such transferee  agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file an
amended  registration  statement including such transferee as a selling security
holder thereunder; and provided further that the Company may transfer its rights
and  obligations  under this  Agreement to a purchaser  of all or a  substantial
portion of its business if the  obligations  of the Company under this Agreement
are  assumed  in  connection  with  such  transfer,  either  by  merger or other
operation of law (which may include without limitation a transaction whereby the
Registrable  Securities  are  converted  into  securities  of the  successor  in
interest) or by specific assumption executed by the transferee.

         16.      Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with the laws of the State of Georgia  applicable  to
agreements made in and wholly to be performed in that  jurisdiction,  except for
matters  arising under the  Securities  Act or the Exchange  Act,  which matters
shall be construed and  interpreted  in accordance  with such laws.  Any dispute
arising out of or  relating to this  Agreement  or the  breach,  termination  or
validity  hereof shall be finally settled by the federal or state courts located
in Fulton County, Georgia.

<PAGE>

         17.      Execution in  Counterparts  Permitted.  This  Agreement may be
executed  in any  number of  counterparts,  each of which  shall be  enforceable
against the  parties  actually  executing  such  counterparts,  and all of which
together shall constitute one (1) instrument.

         18.      Specific  Performance.  The Holder  shall be  entitled  to the
remedy of  specific  performance  in the event of the  Company's  breach of this
Agreement, the parties agreeing that a remedy at law would be inadequate.

         19.      Indemnity. Each party shall indemnify each other party against
any and all claims, damages (including reasonable attorney's fees), and expenses
arising out of the first party's breach of any of the terms of this Agreement.

         20.      Entire Agreement; Written Amendments Required. This Agreement,
including the Exhibits  attached hereto,  the Investment  Agreement,  the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the full and entire  understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set forth  herein or  therein.  Except as  expressly  provided
herein,  neither  this  Agreement  nor any term hereof may be  amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
this 17th day of October, 2000.

                                           TIDELANDS OIL & GAS CORPORATION


                               By:

                                           Michael R. Ward, President & CEO

                               Address:    13330 Leopard Street
                                           Suite 26
                                           Corpus Christi, Texas 78410
                                           Telephone: (361) 241-2244
                                           Facsimile:  (361) 241-5292


                                        INVESTOR:
                                        SWARTZ PRIVATE EQUITY, LLC.


                                        By: ________________________________
                                                 Eric S. Swartz, Manager

                                        Address: 300 Colonial Center Parkway
                                                 Suite 300
                                                 Roswell, GA  30076
                                                 Telephone: (770) 640-8130
                                                 Facsimile:  (770) 640-7150