AGREEMENT

                                     BETWEEN



                       LYKES MINERALS CORP. ("Purchaser");

                                       and

               COASTAL CARIBBEAN OILS & MINERALS, LTD. ("CCO") and
                        COASTAL PETROLEUM COMPANY ("CPC")




                             DATED OCTOBER 16, 1992



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                                TABLE OF CONTENTS

1.       PURCHASE AND SALE.....................................................1
         A.       Initial Purchase.............................................1
         B.       Use of Purchase Price........................................2

2.       OPTION AGREEMENT......................................................2
         A.       Options......................................................2
         B.       Use of Option Purchase Price.................................4
         C.       Additional Conditions Precedent..............................4

3.       EXCHANGE OF SHARES....................................................4
         A.       Exchange Privilege...........................................4
         B.       Manner of Exchange...........................................4
         C.       Delivery of Share Certificates, Fractional Shares............5
         D.       Compliance With Laws.........................................5
         E.       Reservation of Shares........................................5
         F.       Exchange for Royalty.........................................5
         G.       Disposition of Leasehold Interest............................6

4.       ANTI-DILUTION.........................................................6
         A.       Stock Adjustments............................................6
         B.       Stock in Cancellation of Indebtedness........................6
         C.       CCO Stock Issuance...........................................7
         D.       CPC Stock Issuance...........................................7

5.       REPRESENTATIONS AND WARRANTIES OF CCO AND CPC.........................7
         A.       Organization and Good Standing...............................7
         B.       Capitalization...............................................7
         C.       Subsidiaries.................................................8
         D.       Execution and Effect of Agreement............................8
         E.       Financial Statements.........................................9
         F.       No Undisclosed Liabilities...................................9
         G.       Taxes........................................................9
         H.       No Adverse Change............................................9
         I.       Securities Law Compliance...................................10
         J.       Business and Properties.....................................10
         L.       Permits: Compliance with Laws...............................10
         M.       Insurance...................................................10
         N.       Material Obligations........................................11
         O.       Labor Disputes..............................................11
         P.       ERISA.......................................................11
         Q.       Share Validity and Encumbrances.............................11


<PAGE>



         R.       No Misrepresentation........................................11
         S.       Registration Rights.........................................11
         T.       Drilling Leases.............................................11
         U.       Royalty Interests...........................................12
         V.       Acknowledgement of Benefits.................................12
         W.       No Brokers or Finders.......................................12

6.       INDEMNIFICATION AND SURVIVAL OF
         REPRESENTATIONS, WARRANTIES AND COVENANTS............................12
         A.       Survival....................................................12
         B.       Indemnification.............................................12

7.       REGISTRATION OF CCO STOCK............................................12
         A.       Registration Rights.........................................12
         B.       Agreement of Purchase.......................................13
         C.       Costs.......................................................13

8.       ADDITIONAL COVENANTS OF CCO AND CPC..................................13
         A.       Settlement of Lawsuits......................................13
         B.       Dividends and Distributions.................................13
         C.       Transfer of Assets..........................................14
         D.       Material Investments........................................14
         E.       Articles and Bylaws.........................................14
         F.       Lines of Business...........................................14
         G.       Conduct of Business.........................................14
         H.       Financial Reports...........................................14
         I.       Access......................................................14
         J.       Representations and Warranties..............................14
         K.       Opt Out ofss.607.0901 and 607.0902..........................14
         L.       Revised Structure...........................................14
         M.       Intercompany Payments.......................................14
         N.       Right of First Refusal......................................15
         O.       Duration....................................................15

9.       DEFAULTS AND REMEDIES................................................15
         A.       Defaults....................................................15
         B.       Remedies....................................................15

10.      NOTICES..............................................................15

11.      LAW GOVERNING AGREEMENT..............................................16

12.      PARTIES BOUND........................................................16


<PAGE>



13.      ASSIGNMENT...........................................................16

14.      PUBLIC ANNOUNCEMENTS.................................................16

15.      EXPENSES.............................................................16

16.      FURTHER ASSURANCES...................................................16

17.      AMENDMENT AND MODIFICATION...........................................16

18.      COUNTERPARTS.........................................................17

19.      ENTIRE AGREEMENT.....................................................17

20.      SEVERABILITY.........................................................17



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                                  EXHIBIT LIST

                                                                            Page

Exhibit A - Opinion of Counsel                                               1,4
Exhibit B - Agreement with D'Alessandro                                        3
Exhibit C - Royalty Agreement                                                  5
Exhibit D - Certified Articles and By-laws                                     7
Exhibit E - Drilling Leases                                                   12
Exhibit F - Royalty Interests                                                 12
Exhibit G - Confidentiality Agreement                                         15
Exhibit H - Public Announcement                                               17


<PAGE>




                                A G R E E M E N T

         THIS AGREEMENT made and entered into as of the ________ day of October,
1992, by and between:

                  LYKES  MINERALS  CORP.,  a  Florida   corporation  having  its
                  principal office in Tampa,  Florida,  (hereinafter referred to
                  as the "Purchaser"); and

                  COASTAL CARIBBEAN OILS & MINERALS, LTD., a Bermuda corporation
                  having its principal office in Hamilton,  Bermuda (hereinafter
                  referred to as "CCO") and

                  COASTAL PETROLEUM  COMPANY,  a Florida  corporation having its
                  principal  office in  Tallahassee,  Florida and majority owned
                  subsidiary of CCO (hereinafter referred to as "CPC").

         In  consideration  of the sums set forth and the stated  covenants  and
options, the parties agree as follows:

         1.       PURCHASE AND SALE.

                  A.   Initial Purchase.

                  (i)  Subject  to the  terms and  conditions  set forth in this
Agreement  and in  reliance  on the  representations  and  warranties  contained
herein,  at the  Closing  (defined in Section  1.A.(iii))  CCO shall sell to the
Purchaser and the Purchaser shall purchase from CCO six (6) shares of CPC Common
Stock (defined in Section 5.B.(ii)) owned by CCO.

                  (ii) The purchase price (the "Purchase Price") for the six (6)
shares of CPC Common  Stock  shall be Two  Hundred  and Forty  Thousand  Dollars
($240,000.00)  payable  in cash or  other  immediately  available  funds  at the
Closing.

                  (iii) The  closing  (the  "Closing")  shall  take place at the
offices of  Macfarlane  Ferguson,  111 E.  Madison  Street,  Suite 2300,  Tampa,
Florida  33602,  or at such other place the parties may  mutually  agree upon at
11:00 a.m. on or before Friday,  October 30, 1992, (the "Closing Date").  At the
Closing,  CCO shall deliver to the Purchaser stock  certificates  evidencing the
six (6) shares of CPC Common  Stock,  duly endorsed in blank or  accompanied  by
stock powers duly endorsed in blank,  and shall take, or cause CPC to take,  all
other actions necessary to constitute the Purchaser the owner and holder of such
shares,  free and clear of any lien or  encumbrance  or  restriction,  and shall
deliver  such other  documents  and  certificates  reasonably  requested  by the
Purchaser,  including, without limitation, a certificate signed by the President



<PAGE>


of each  of  CCO and CPC  certifying  the  truthfulness  and  correctness of the
representations and warranties  contained in Section 5 hereof and the opinion of
counsel to CPC  substantially in the form set forth as Exhibit A hereto and made
a part hereof.  Following CCO and CPC's satisfaction of the conditions precedent
stated  in the  preceding  sentence,  the  Purchaser  shall  deliver  to CCO the
Purchase  Price.  In the  event  CCO and CPC  fail to  satisfy  such  conditions
precedent,  then the Purchaser  has the  unconditional  right to terminate  this
Agreement with no liability of any kind whatsoever.

                  B.   Use of Purchase Price.   CCO shall use the Purchase Price
as follows:

                  (i)  A minimum of One  Hundred  and  Twenty  Thousand  Dollars
($120,000.00)  shall be promptly advanced by CCO to CPC and shall be used by CPC
solely for the  exploration  and  extraction  of oil and other  minerals  on the
property  subject to CPC's Drilling Leases (defined in Section 5.T) and expenses
related thereto.

                  (ii) The remaining  portion of the Purchase  Price may be used
for any proper business purposes of CCO.

For so long as the Purchaser  owns any shares of CPC Common Stock (or CCO Common
Stock or the  Royalty if CPC Common  Stock is  exchanged  pursuant  to Section 3
hereof),  the Purchaser shall have the right to verify,  through such procedures
as the Purchaser  deems  reasonably  necessary,  that the Purchase Price is used
solely as permitted by this Section 1.B. and Section 2.B.

         2.       OPTION AGREEMENT.

                  A.   Options. Subject to the terms and conditions set forth in
this Agreement and in reliance on the representations  and warranties  contained
herein,  CCO hereby grants to the Purchaser  options to purchase  additional CPC
Common Stock as follows:

                  (i)  At the Closing,  CCO  shall  grant  to the  Purchaser  an
irrevocable first option to purchase up to an additional  fifty-four (54) shares
of CPC Common Stock on the following basis:

                       (a)   On or before May 1, 1993,  up to six (6) shares for
$40,000.00 per share;
                       (b)   On or before November 1, 1993, up to six (6) shares
for $40,000.00 per share;
                       (c)   On or before May 1, 1994,  up to six (6) shares for
$40,000.00 per share;
                       (d)   On or before November 1, 1994, up to six (6) shares
for $40,000.00 per share;
                       (e)   On or before May 1, 1995,  up to six (6) shares for
$40,000.00 per share;
                       (f)   On or before November 1, 1995, up to six (6) shares
for $40,000.00 per share

<PAGE>

                       (g)   On or before May 1, 1996,  up to six (6) shares for
$40,000.00 per share;
                       (h)   On or before November 1, 1996, up to six (6) shares
for $40,000.00 per share;
                       (i)   On or before May 1, 1997,  up to six (6) shares for
$40,000.00 per share;
                       (j)   Purchaser, in its sole discretion, may unilaterally
extend each option described in  Section 2.A.(i)(a ) through  Section 2.A.(i)(i)
above:
                             (x)  for a period  of  up  to  thirty (30) days  by
giving prior written notice to CCO; and
                             (y)  for  a  period  of  up  to  one  (1)  year  by
purchasing three (3) shares for  $40,000 per share  on or before the date stated
in each such option.

                  (ii) At the  Closing,  CCO  shall  grant to the  Purchaser  an
irrevocable  second option to purchase the twenty-one  (21) shares of CPC Common
Stock  which are  subject to a first  option to  purchase  which CCO  previously
granted to John J. D'Alessandro,  M.D., F.A.C.S.,  ("D'Alessandro")  pursuant to
that certain  Agreement  dated December 3, 1991,  between  D'Alessandro  and CCO
attached  hereto  as  Exhibit  B and  made a  part  hereof,  (the  "D'Alessandro
Agreement"), on the following basis:

                       (a)   CCO shall notify  the  Purchaser in  writing within
ten (10) days after the first to occur of either:
                             (x)  D'Alessandro's exercise of his options; or
                             (y)  the lapse of D'Alessandro's options.

                       (b)   In the event D'Alessandro's options lapse, then the
Purchaser may purchase at $40,000.00 per share the shares  previously subject to
D'Alessandro's options  within ninety  (90) days of  the Purchaser's  receipt of
CCO's written  notice to the Purchaser  pursuant to Section  2.A.(ii)(a)  above.
CCO shall not amend the D'Alessandro  Agreement in any manner  without the prior
written consent  of  the  Purchaser.  In the event  the Purchaser  purchases the
shares previously subject to D'Alessandro's  options, then the Purchaser, at its
option, shall be entitled to convert such shares into a royalty interest or CCO
Common Stock according to the terms and conditions of the D'Alessandro Agreement
or this Agreement.

                  (iii) In the event the  Purchaser  exercises any or all of the
options  granted  pursuant to Section  2.A.(i) and 2.A.(ii),  the closing of the
exercise of such options (the "Option  Closings") shall be at the time and place
designated  by  Purchaser.  At each such Option  Closing,  the  Purchaser  shall
deliver to CCO the purchase price (the "Option  Purchase  Price") for the shares
of CPC  Common  Stock to be  purchased  by the  Purchaser.  At each such  Option
Closing,  CCO shall deliver to the Purchaser stock  certificates  evidencing the
shares  of  CPC  Common  Stock  to be  purchased,  duly  endorsed  in  blank  or
accompanied by stock powers duly endorsed in blank, and shall take, or cause CPC
to take,  all other actions  necessary to constitute the Purchaser the owner and
holder of such shares, free and clear of any lien or encumbrance or restriction.


<PAGE>

                  (iv) At the Closing,  CCO shall place a legend satisfactory to
the Purchaser on the stock  certificates  evidencing  fifty-four (54) CPC shares
subject to the  Purchaser's  irrevocable  first option and  twenty-one  (21) CPC
shares subject to the Purchaser's irrevocable second option.

                  B.   Use of Option  Purchase  Price.  CCO shall use the Option
Purchase Price as follows:

                  (i)  A minimum of fifty  percent  (50%) of the Option Purchase
Price shall be  promptly  advanced by CCO to CPC and shall be used by CPC solely
for the  exploration  and  extraction of oil and other  minerals on the property
subject to CPC's Drilling Leases and expenses related thereto.

                  (ii) The remaining portion of the Option Purchase Price may be
used for any proper business purposes of CCO.

                  C.   Additional Conditions Precedent.

                  (i)  As a  condition  precedent  to  each  purchase  and  sale
described  in  Sections  1 and 2 hereof  and as a  condition  precedent  to each
exchange  described in Section 3 hereof,  CCO and CPC shall  reaffirm in writing
each of the representations and warranties set forth in Section 5 hereof.

                  (ii) As a  condition  precedent  to  each  purchase  and  sale
described  in  Sections 1 and 2 hereof,  and as a  condition  precedent  to each
exchange  contemplated  by Section 3 hereof,  CCO shall cause to be delivered to
the Purchaser an opinion of counsel to CPC  substantially  in the form set forth
as  Exhibit  A hereto  and such  other  documents  and  certificates  reasonably
requested by the Purchaser.

         3.       EXCHANGE OF SHARES.

         A. Exchange Privilege.  At the election of Purchaser,  any share of CPC
Common  Stock  owned by the  Purchaser  may be  exchanged  into  fully  paid and
non-assessable  shares of common stock of CCO ("CCO Common Stock"), on the basis
of 100,000 shares of CCO Common Stock for each share of CPC Common Stock.

         B. Manner of  Exchange.  Any share of CPC Common Stock may be exchanged
by the  Purchaser  by  surrender  of such share (the  "Exchanged  Share") with a
written  notice  requesting  an  exchange  pursuant  to the terms  hereto,  duly
executed by the Purchaser to CCO at its principal office.  The exchange shall be
deemed to have been  effected  at the close of business on the date on which the
Exchanged  Share(s)  shall have been  surrendered  to CCO,  and at such time the
appropriate  number of shares of CCO Common  Stock shall be issued by CCO to the
Purchaser and CCO shall take all action  necessary to  constitute  the Purchaser
the owner and holder of such shares,  free and clear of any lien or  encumbrance
or restriction.


<PAGE>

         C. Delivery of Share  Certificates  Fractional  Shares.  As promptly as
practicable  after the  surrender of the  Exchanged  Share(s),  and in any event
within 15 days  thereafter,  CCO at its expense  (including the payment by it of
any applicable issue taxes) will cause to be issued in the name of and delivered
to the  Purchaser,  or  delivered to such other  person as the  Purchaser  (upon
payment  by the  Purchaser  of any  applicable  transfer  taxes) may  direct,  a
certificate  or  certificates  representing  the  number of shares of CCO Common
Stock to which the Purchaser shall be entitled upon such exchange. No fractional
share of CCO Common Stock or scrip  representing  such fractional share shall be
issued upon exchange  hereunder.  If any  fractional  share  otherwise  would be
deliverable upon exchange, such fraction shall be rounded up if one-half or more
or otherwise rounded down, to the nearest whole number.

         D.  Compliance  with  Laws.  Upon any such  exchange,  Purchaser  shall
provide CCO with such customary investment  representations reasonably requested
by CCO to assure that such exchange  complies with applicable  federal and state
securities laws.

         E.  Reservation of Shares.  CCO shall reserve for issuance  pursuant to
such exchange rights  8,100,000 shares of CCO Common Stock and shall increase or
decrease such number of CCO shares so reserved to reflect  adjustments,  if any,
in the total number of such shares  issuable  upon  Purchaser's  exercise of the
right to exchange shares.

         F. Exchange for Royalty.  The Purchaser may, at the Purchaser's option,
exchange all or any of the shares of CPC Common Stock  acquired by the Purchaser
pursuant to this  Agreement  for an  overriding  royalty,  in the form  attached
hereto as Exhibit C and made a party hereof, (the "Royalty"),  and as more fully
described  below. The Royalty shall entitle the Purchaser to receive from CPC an
amount  equal to the  number of  shares of CPC  Common  Stock  exchanged  by the
Purchaser  for the Royalty  divided by the total  number of shares of CPC Common
Stock  outstanding  (the  "Royalty  Percentage")  at the  time of such  exchange
multiplied  by (a)  the  gross  amounts  received  by CPC or its  successors  in
interest from the sale of oil, gas or other minerals produced from the so called
"working  interest" areas of CPC's Drilling Leases 224-A,  224-B and 248, all as
modified  and  amended to the date  hereof,  divided  by 8; and (b) the  amounts
received by CPC or its successor in interest as an overriding  royalty  pursuant
to Section 4, Paragraph 2 of that certain Memorandum of Settlement dated January
6, 1976 by and between the Board of Trustees of the Internal  Improvement  Trust
Fund of the State of Florida  and CPC.  Notwithstanding  anything  herein to the
contrary,  in the event the  Purchaser  exchanges  all sixty (60)  shares of CPC
Common Stock for the Royalty,  which is the total number of shares the Purchaser
may acquire through the Purchaser's  initial purchase  pursuant to Section 1 and
the exercise of the options  pursuant to Section  2.A.(i),  such  Royalty  shall
entitle the Purchaser to a minimum of (a) 2.57% of the gross  amounts  resulting
from the sale of oil, gas or other minerals produced from the "working interest"
areas of CPC's Drilling Leases 224-A, 224-B and 248, all as modified and amended
to the date hereof;  and (b) 20.55% of the amounts resulting from the overriding
royalty  pursuant  to Section  4,  Paragraph  2 of that  certain  Memorandum  of
Settlement  dated  January 6, 1976 by and  between  the Board of Trustees of the



<PAGE>


Internal  Improvement  Trust  Fund of the  State of  Florida  and  CPC.  Royalty
payments shall be made  quarterly no later than the 15th day of January,  April,
July  and  October  of each  year for the  quarter  ended on the last day of the
immediately preceding month. CPC shall not grant, bargain, sell, convey, assign,
transfer, set over or deliver its interest in the Royalty or any part thereof to
any party  except as  provided  herein.  Until the  Royalty is  acquired  by the
Purchaser,  CPC  shall  make  no  payment  pursuant  to the  Royalty.  Upon  the
acquisition of the Royalty by the Purchaser, CPC shall make payments pursuant to
the Royalty in accordance with the terms of the Royalty.

         G. Disposition of Leasehold  Interest.  The parties hereto  acknowledge
that some or all of CPC's Florida oil, gas and mineral leasehold rights may have
been  or  may  be  voluntarily  or  involuntarily  transferred,  diminished,  or
extinguished.  Such transfer,  diminution or extinguishment may have occurred or
may occur (i) as a result of partial,  temporary or total  condemnation  of such
interests by  governmental  agencies,  (ii) as a result of theft,  conversion or
other  unauthorized  taking  by one or more  persons,  or (iii) as a result of a
voluntary  transfer  or  transfers  by  CPC.  In the  event  that  CPC  receives
consideration  from  any  source  whatsoever  upon or as a  result  of any  such
transfer,  diminution  or  extinguishment  of its  leasehold  interests,  and if
Purchaser  has  acquired  a Royalty  pursuant  hereto,  CPC shall  promptly  pay
Purchaser  an amount  equal to the  Royalty  Percentage  owned by the  Purchaser
multiplied by the total  consideration  so received by CPC. Upon such payment by
CPC to the  Purchaser,  the royalty  rights with  respect to that portion of the
leasehold rights transferred,  diminished or extinguished shall terminate and be
of no further force or effect.

         4.       ANTI-DILUTION.

         A. Stock  Adjustments.  In the event that after the date hereof, CPC or
CCO shall have  effected one or more stock  splits,  stock  dividends,  mergers,
reorganizations,   consolidations,   combinations   or   exchanges   of  shares,
recapitalization or similar capital adjustments,  CCO shall adjust equitably the
number,  kind and option price of the remaining  shares of CPC Common Stock that
the Purchaser may purchase  hereunder in order to avoid  dilution or enlargement
of the Purchaser's  rights granted under Sections 1 and 2 hereof;  and CCO shall
similarly  adjust  equitably  the exchange  ratio in order to avoid  dilution or
enlargement of the Purchaser's rights granted under Section 3 hereof.

         B. Stock in Cancellation of  Indebtedness.  In the event that after the
date  hereof,  CPC shall issue to CCO shares of CPC Common Stock in exchange for
or otherwise in  consideration  of the  cancellation  or  satisfaction  of CPC's
outstanding  indebtedness  to CCO,  then CCO  shall  forthwith  transfer  to the
Purchaser, without further consideration, shares of CPC Common Stock so that the
Purchaser's  percentage  ownership of CPC shares outstanding after such issuance
at least equals the Purchaser's  percentage ownership of such shares immediately
prior to such issuance.


<PAGE>

         C. CCO Stock  Issuance.  In the event that after the date  hereof,  CCO
shall  issue  shares of its  common  stock at a per share  price less than forty
cents  ($.40) or shall issue  other  securities  convertible  into shares of its
common  stock where the total per share price of such common stock (based on the
purchase price of such other  securities and the  conversion  price,  if any) is
less than forty cents ($.40),  then the value of each CCO share  issuable to the
Purchaser  pursuant to Section 3 hereof shall be reduced from forty cents ($.40)
to the lowest per share price at which CCO shall have issued  shares during such
period,  thereby  changing  the  exchange  ratio for the  number  of CCO  shares
deliverable  for  each  share  of CPC  Common  Stock  exchanged.  The  foregoing
notwithstanding, no such reduction in the value of each CCO share shall occur as
a result of or with  respect to any  issuance  of shares by CCO  pursuant  to an
offering  in  which  all  of its  then  present  shareholders  are  entitled  to
participate on a pro rata basis.

         D. CPC Stock  Issuance.  In the event that after the date  hereof,  CPC
shall issue shares of its common stock,  CPC shall  provide the  Purchaser  with
sixty (60) days prior written  notice of the proposed stock issuance and a first
option to acquire a proportional amount of such shares necessary to maintain the
Purchaser's then current ownership percentage.

         5.       REPRESENTATIONS   AND   WARRANTIES   OF   CCO  AND  CPC.   The
representations  and  warranties  of CCO and CPC set out  below are made by each
company on its own behalf and not on behalf of the other.  For  purposes of this
Agreement,  the term "Companies" refers to CCO and CPC. The Companies  represent
and warrant to the Purchaser as follows:

         A. Organization and Good Standing.  The Companies are corporations duly
organized,  validly  existing  and in good  standing  under  the laws of  either
Bermuda or Florida as applicable,  and have full  corporate  power and authority
(i) to enter into and perform their  obligations  under this Agreement,  (ii) to
sell or issue CCO Common  Stock or CPC Common Stock as the case may be, (iii) to
pay the Royalty and (iv) to own or lease their  properties  and to conduct their
businesses as they are now being conducted. Each of CCO and CPC is duly licensed
or qualified and in good standing as a foreign  corporation in all jurisdictions
in which the conduct of its business or the ownership or lease of property by it
require  such  qualification.  True and  complete  copies of the CCO's and CPC's
Certificates of Incorporation and By-Laws (together with all amendments thereto)
are annexed hereto as Exhibit D.

         B.       Capitalization.

         (i) As of the date hereof, the authorized capital stock of CCO consists
of 100,000,000  shares of Common Stock,  par value $0.12 per share, of which (A)
33,363,632  shares are presently issued and outstanding,  (B) 375,000 shares are
reserved for issuance pursuant to stock options granted to certain directors and
employees of the Companies, (C) no shares are held by CCO as treasury stock, (D)
6,000,000  shares  shall be  reserved  for  issuance to  Purchaser  in the event
Purchaser  exercises the options  contained in Section 2 and the exchange rights
contained  in Section 3, and (E)  2,100,000  shares are  reserved  for  issuance
pursuant to the D'Alessandro Agreement. All of the issued and outstanding shares
of CCO Common Stock are validly  issued,  fully paid and  nonassessable  and are
free of preemptive rights.  Except for this Agreement and except as set forth in
CCO's Annual Report on Form 10-K for the year ended  December 31, 1991 and CCO's

<PAGE>

Quarterly  Report on Form 10-Q for the  quarter  ended June 30,  1992 (the "Form
10-Q"),  there  is no  existing  option,  warrant,  call,  commitment  or  other
agreement to which CCO is a party,  and there are no  convertible  securities of
CCO  outstanding,  pursuant  to which  CCO may  become  obligated  to issue  any
additional  shares of CCO Common Stock or other  securities  convertible into or
evidencing  the right to  purchase  shares of CCO Common  Stock or other  equity
securities of CCO. Except as set forth in the  D'Alessandro  Agreement,  neither
the sale of CPC Common Stock nor the exchange  rights  granted herein to acquire
shares of CCO Common Stock will give rise to any antidilution  adjustments under
the terms of any outstanding options,  warrants or convertible securities of CCO
or any agreements to which CCO is a party, or any preemptive rights.

         (ii)  As of the  date  hereof,  the  authorized  capital  stock  of CPC
consists of 5,000 shares of common stock, no par value, ("CPC Common Stock"), of
which (A) 292 shares are  presently  issued and  outstanding,  (B) no shares are
reserved for issuance for specific purposes and (C) no shares are held by CPC as
treasury stock. All of the issued and outstanding shares of CPC Common Stock are
validly issued, fully paid and non-assessable and are free of preemptive rights.
There are no convertible securities of CPC outstanding pursuant to which CPC may
become  obligated  to issue any  additional  shares of CPC Common Stock or other
securities  convertible  into or evidencing the right to purchase  shares of CPC
Common Stock or other equity securities of CPC.

         (iii) The total number of CPC shares  outstanding  shall not exceed 292
shares;  provided,  however,  that if CPC or CCO, upon the receipt by CPC of the
governmental  permit(s)  for the  extraction  of oil and other  minerals  on the
property  subject  to CPC's  leasehold  interests,  requires  additional  equity
financing to accomplish  such  extraction and related  activities,  then CPC may
issue additional  capital stock to raise the necessary capital provided that CPC
gives Purchaser the opportunity to protect its equity ownership  percentage from
dilution in CPC by participating in such stock offering on the same basis as any
other persons who participate in such stock offering.

         C.       Subsidiaries.  The Companies do not have any subsidiaries.

         D.       Execution and Effect of Agreement.

         (i) The execution,  delivery and  performance of this Agreement and the
consummation  of  the  transactions  contemplated  hereby  (A)  are  within  the
corporate  powers  of the  Companies,  (B)  have  been  duly  authorized  by all
necessary corporate action on the part of the Companies, and (C) do not and will
not  (1)  violate  any  of the  provisions  of the  respective  Certificates  of
Incorporation  or  By-Laws  of CCO  and CPC or any  law,  regulation,  order  or
judgment, (2) conflict with or result in a breach of, or give rise to a right of
termination  of, or  accelerate  the  performance  required  by, any term of any
agreement to which CCO or CPC is a party, or constitute a default thereunder, or
(3) result in the  creation of any lien,  claim or  encumbrance  upon any of the
assets of either CCO or CPC.

         (ii) This  Agreement  has been  validly  executed and  constitutes  the
legal,  valid and binding obligation of the Companies,  enforceable  against the
Companies in accordance with its terms.


<PAGE>

         (iii) The Royalty, when paid and delivered in accordance with the terms
hereof and thereof,  will constitute the legal,  valid and binding obligation of
CPC, enforceable against CPC in accordance with its terms.

         E.  Financial  Statements.  CCO has delivered to the Purchaser true and
complete  copies of (i)  CCO's  Annual  Report on Form 10-K for the years  ended
December 31, 1990 and December 31, 1991 (the "Form 10-K")  containing an audited
consolidated  balance sheet of CCO as at December 31, 1990 and December 31, 1991
and related audited consolidated  statements of operations and cash flows of CCO
for the year then ended, (ii) the Form 10-Q containing an unaudited consolidated
balance  sheet of CCO as at June 30,  1992 and  related  unaudited  consolidated
statements of operations and cash flows for the interim  period then ended,  and
(iii) unaudited  consolidating  balance sheets as at December 31, 1990, December
31, 1991 and June 30, 1992 and related  unaudited  consolidating  statements  of
operations  and cash flows for the foregoing  period.  The  foregoing  financial
statements  (i) are  complete,  correct  and in  accordance  with the  books and
records  of CCO as of the date and for the  period  indicated,  (ii)  have  been
prepared in accordance  with  generally  accepted  accounting  principles and in
conformity  with the practices  consistently  applied by CCO in the  immediately
preceding  fiscal  periods,  and (iii) present  fairly the  financial  position,
results  of  operations  and  changes  in  financial  position  of CCO as at the
respective dates thereof and for the respective periods covered thereby. For the
purposes  hereof,  the audited  balance  sheet of the Company as at December 31,
1991 is referred to herein as the  "Balance  Sheet,"  and  December  31, 1991 is
referred to herein as the "Balance Sheet Date."

         F. No  Undisclosed  Liabilities.  At the Balance Sheet Date, CCO had no
material  indebtedness or liability  (whether accrued,  absolute,  contingent or
otherwise,  and whether due or to become  due),  which is not  reflected  in the
Balance Sheet or the notes thereto or disclosed  herein or in a schedule hereto.
Since the Balance Sheet Date, CCO has not incurred any obligation,  indebtedness
or liability (whether accrued,  absolute,  contingent or otherwise,  and whether
due or to become due),  which is not reflected in the Balance Sheet or the notes
thereto or disclosed  herein or in a schedule hereto or in the Company's  report
on Form 10-Q for the period ended June 30, 1992.

         G. Taxes.  Since the Balance Sheet Date,  the  Companies  have complied
with all tax laws in all jurisdictions in which they are or have been subject to
taxation of any nature  whatsoever and have timely filed all federal,  state and
local tax returns which are required to be filed by them and have paid all taxes
and interest and penalties, if any, to the extent such taxes have become due and
payable.

         H. No Adverse Change.  Since the Balance Sheet Date,  there has been no
change in the business, prospects,  properties, assets or financial condition of
CCO from that shown in the Balance  Sheet,  other than (i) changes  shown in the
unaudited  balance sheet included in the Form 10-Q,  and (ii) changes  occurring
subsequent to the date of such unaudited balance sheet in the ordinary course of
business  or  otherwise  specifically  disclosed  in a  schedule  hereto,  which
changes, in the aggregate,  have not materially adversely affected the business,
prospects, properties, assets or financial condition of the Companies.


<PAGE>

         I. Securities Law  Compliance.  The sale or issuance as the case may be
of CPC or CCO Common Stock and the payment of the Royalty  pursuant to the terms
hereof are exempt from the  registration  requirements  of the Securities Act of
1933, as amended (the  "Securities  Act"),  and any state securities or Blue Sky
law. The Form 10-K, the Form 10-Q and all registration  statements,  reports and
documents  (including  exhibits)  filed  since  January  1, 1989 by CCO with the
Securities and Exchange Commission  (hereinafter the "Commission") when so filed
(i) complied in all material  respects with the applicable  requirements  of the
Securities Act, the Securities and Exchange Act of 1934, as amended (hereinafter
the "Exchange Act") and the rules and regulations  promulgated by the Commission
under the  Securities  Act and the Exchange  Act (the "Rules and  Regulations"),
(ii)  contained all  statements  required to be stated therein by the Securities
Act, the Exchange Act and the Rules and  Regulations,  (iii) did not contain any
untrue  statement of a material fact and (iv) did not omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the  circumstances  under which they were made, not  misleading.
CCO has filed  all  reports  that it is  obligated  to file with the  Commission
through the date  thereof  pursuant to the  Securities  Act and the Exchange Act
(including current reports on Form 8-K under the Exchange Act).

         J.  Business and Properties.  The  description of CCO, its business and
properties contained in the Form 10-K is true, complete and correct.

         K.  Litigation.  Except as set forth in the Form 10-K and the Form 10-Q
(i) there are no actions, suits,  proceedings,  claims or investigations pending
or, to the knowledge of the Companies, threatened against the Companies, and its
officers and directors in their  capacity as such, or commenced by the Companies
and presently pending, (ii) to the best of the Companies, knowledge, there is no
basis  for  the  commencement  of  any  action,  suit,   proceeding,   claim  or
investigation  against them and (iii) there is no outstanding order,  injunction
or  decree  of any  court  or  governmental  agency  against  or  affecting  the
Companies,  except an order of the United States District Court for the District
of Columbia  dated  November 2, 1981,  enjoining CCO from  violations of certain
federal securities laws.

         L.  Permits;  Compliance  with  Laws.  CPC and CCO have  all  necessary
permits,  licenses  and  governmental  authorizations  required  for,  and  have
complied in all material respects with all laws (including,  without limitation,
the  federal  and  state   environmental   laws),   regulations  and  court  and
governmental orders applicable thereto,  affecting the ownership or occupancy of
their properties and assets and the carrying on of their businesses.

         M.  Insurance.   The  Companies  insurance  coverage  is  adequate  and
appropriate in light of the foreseeable business risks to which they are subject
and the resources of the Companies.


<PAGE>

         N.  Material  Obligations.  Except as filed with the  Commission  as an
exhibit to the Form 10-K or the Form 10-Q, neither CCO nor CPC is a party to nor
is any of  their  property  subject  to or  bound  by  any  material  indenture,
mortgage,  deed  of  trust,  voting  trust  agreement,  loan  agreement,   bond,
debenture, note agreement or other evidence of indebtedness,  lease, contract or
other  instrument or document (each a "Material  Contract").  The Companies have
performed  in all  respect  all  of  the  material  obligations  required  to be
performed by each of them to date and are not in default in any material respect
under  any  Material  Contract  and  each of the  Companies  do not  know of any
condition  or state of facts  which is likely  to cause or  create a default  or
defaults  on its part to any  Material  Contract;  provided,  however,  that the
Trustees of the Internal  Improvement  Fund of the State of Florida have claimed
that CPC has breached  provisions of certain oil and gas exploration  leases and
that such leases have been terminated.  To the best of the Companies' knowledge,
no other  party to any such  Material  Contract  is in default  in any  material
respect thereunder.  Except as disclosed herein or in a schedule hereto, neither
of the Companies nor any of their officers is a party to any  non-competition or
similar  agreement  that in any way limits or  restricts  the  Companies  in the
conduct of their business.

         O. Labor Disputes. There are no strikes or other labor disputes against
the Companies pending or, to the knowledge of the Companies, threatened.

         P. ERISA. The Companies have no "employee  benefit plan," as defined by
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,
other than so called SEP-IRA accounts maintained for two officers of CPC.

         Q. Share Validity and  Encumbrances.  The shares of Common Stock of CCO
and CPC to be sold or  issued  to the  Purchaser  will  be  validly  issued  and
outstanding, fully paid and nonassessable, and no personal liability will attach
to the ownership thereof.  CCO is and will be, at the time of sale, the sole and
exclusive  owner of all shares of CPC Common  Stock sold to the  Purchaser,  and
such  shares  shall  be  free  and  clear  of all  pledges,  liens,  claims  and
encumbrances.

         R. No Misrepresentation. No representation or warranty of the Companies
contained in this Agreement or in any schedule  hereto or in any  certificate or
other  instrument  furnished,  or to be  furnished,  by  the  Companies  to  the
Purchaser pursuant to the terms hereof,  contains,  or will contain,  any untrue
statement of a material  fact, or omits,  or will omit, to state a material fact
necessary to make the statements contained herein or therein not misleading.

         S. Registration Rights.  Prior to the date hereof,  except as set forth
in the  D'Alessandro  Agreement,  CCO has not granted to any party any rights to
demand or require the registration of any securities of CCO under the Securities
Act, or to have securities of CCO included in a registration  statement filed or
proposed to be filed by CCO under the Securities Act.

         T. Drilling  Leases.  Drilling  Leases 224-A,  224-B and 248,  attached
hereto as Exhibit E and made a part hereof,  (the "Drilling Leases") are in full
force  and  effect  except to the  extent  that  those  leases  may be  altered,
modified,  revoked,  forfeited  or  otherwise  rendered  invalid by the State of
Florida pursuant to any actions made the subject of litigation currently pending
between CPC and other parties.


<PAGE>

         U. Royalty Interests. The Royalty Interests CPC owns in 2,450,000 acres
in and  offshore the State of Florida,  attached  hereto as Exhibit F and made a
part hereof, (the "Royalty Interests"), are in full force and effect.

         V. Acknowledgement of Benefits. CCO and CPC acknowledge the substantial
benefits they will derive as a result of  Purchaser's  purchase of the CPC share
which  benefits  include  not  only  the  proceeds  resulting  from  Purchaser's
purchase,  which are necessary to fund the continued exploration relating to CPC
leasehold  interests and other  corporate  purposes,  but also that  Purchaser's
involvement  will  enhance  CCO and CPC's  ability  to carry  out the  corporate
activities relating to the leasehold interests.

         W. No  Brokers  or  Finders.  Neither  CCO  nor  CPC  nor any of  their
respective officers, directors or employees has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finder's fees, and
no  broker or  finder  has  acted  directly  or  indirectly  for CCO or CPC,  in
connection with this Agreement or the transactions contemplated hereby.

         6.       INDEMNIFICATION AND SURVIVAL
                  OF REPRESENTATIONS WARRANTIES AND COVENANTS.

         A. Survival. All representations,  warranties,  covenants,  indemnities
and agreements  included or provided in this Agreement shall survive the Closing
Date and shall  thereafter  remain in full  force and  effect for so long as the
Purchaser owns either CPC Common Stock, CCO Common Stock or the Royalty.

         B. Indemnification.  From and after the Closing Date, CCO and CPC shall
jointly and severally indemnify and hold the Purchaser harmless from any and all
damages, losses, costs, liabilities or expenses, including reasonable attorneys'
fees incurred by the Purchaser by reason of the  incorrectness  or breach of any
of the  representations,  warranties  or  covenants  made  by CCO or CPC in this
Agreement.  From and after the Closing Date, the Purchaser  shall  indemnify and
hold the Companies harmless from any and all damages, losses, costs, liabilities
or expenses,  including reasonable  attorneys' fees incurred by the Companies by
reason of the incorrectness or breach of any of the representations  made by the
Purchaser to the Companies pursuant to Section 3.D of this Agreement.

         7.       REGISTRATION OF CCO STOCK.

         A. Registration Rights. If at any time CCO shall plan or be required to
file with the Securities and Exchange Commission a registration  statement under
the  Securities  Act for the sale by it or by any of its  investors of shares of
its Common Stock, CCO, at CCO's expense,  will permit the Purchaser upon receipt
(within 25 calendar  days after  written  notice from CCO) of a written  request
from  Purchaser  setting  forth the  number of  shares  to be  included  in such
registration  statement,  to have  such  shares  included  in such  registration
statements  or to be made  the  subject  of a  separate  registration  statement
sufficient  to  permit  the   registration   of  such  shares  pursuant  to  the
requirements of Rule 415  promulgated  under the Securities Act of 1933 relating

<PAGE>

to sales by selling security holders;  provided,  however, that (i) CCO need not
so register fewer than 1,000 shares in any such registration statement, (ii) CCO
shall not be  obligated  to include  such  shares  unless  Purchaser  reasonably
cooperates in supplying  information  reasonably requested by CCO for use in the
preparation and filing of such  statement,  and (iii) CCO shall not be obligated
to  include  such  shares if CCO shall  agree in  writing  within 15 days  after
receipt  from  Purchaser  of written  notice that  Purchaser  seeks to have such
shares registered to purchase from Purchaser at a price agreed upon by Purchaser
and CCO within said 15 days the shares which Purchaser would have included,  and
(iv) CCO shall  not be  required  to have  shares of  Purchaser  included  in or
registered with more than two registration  statements under this Section 7. Any
shares to be sold by the Purchaser  pursuant to a registration  statement  under
this  Section 7 shall be subject to all the  applicable  terms,  conditions  and
restrictions,  to which such  registration  statement  and the  public  offering
covered thereby are subject.

         B. Agreement of Purchaser.  From the time it receives  notice under the
foregoing  Paragraph  A of a  proposed  offering  until 90 days (or such  longer
period as the  underwriter  managing the offering may reasonably  specify) after
completion thereof; Purchaser shall refrain from any registration, offer or sale
of any of its shares of CCO and CPC stock not included in the proposed offering,
unless  in  the  opinion  of  the   underwriter   managing  the  offering   such
registration, offer or sale would not materially adversely affect the offering.

         C. Costs.  Subject to the limitations  contained in this Section 7, the
entire cost and expense of any registration or  qualifications  pursuant to this
Agreement  shall be borne by CCO.  The costs and  expenses to be so borne by CCO
shall include,  without limitation,  the fees and expenses of its counsel and of
its  accountants  and all  other  costs  and  expenses  of CCO  incident  to the
preparation,  printing  and  filing  under  the  1933  Act of  the  registration
statement  and  all  amendments   (including   post-effective   amendments)  and
supplements  thereto  and the  cost of  furnishing  copies  of each  preliminary
prospectus,  each final  prospectus and each amendment or supplement  thereto to
underwriters,  dealers and the costs and expenses  incurred by CCO in connection
with the  qualification  of the  shares  under  the  Blue  Sky  laws of  various
jurisdictions.

         8.       ADDITIONAL COVENANTS OF CCO AND CPC.   The  Companies  jointly
and severally covenant and agree with the Purchaser as follows:

         A. Settlement of Lawsuits. Neither CPC nor CCO shall settle or agree to
settle any  lawsuit to which  either CPC or CCO is a party,  including,  without
limitation,  the CPC  lawsuits  pending in the  Circuit  Court for Leon  County,
Florida with the Trustees of the Internal Improvement Trust Fund of the State of
Florida, without the prior written consent of Purchaser, which consent shall not
be unreasonably withheld.

         B.  Dividends  and  Distributions.  At such time as the business of CPC
permits and to the extent permitted by law after reserving an amount  reasonably
necessary,  consistent with good business practices, CPC shall pay dividends and
make other  distributions  to all the CPC  shareholders on a pro rata basis on a
regular basis, but in no event less regularly than annually.


<PAGE>

         C.  Transfer of Assets.  Except as contemplated  by this Agreement, CPC
shall not sell,  transfer,  assign or pledge any of the material  assets of CPC,
including  without  limitation,  the  Drilling  Leases or  interests of any kind
therein.

         D.  Material Investments.  CPC shall not  make any  material investment
of any kind whatsoever outside the ordinary course of business.

         E.  Articles and Bylaws.  Except as required by law or regulation,  CPC
shall not amend its articles of incorporation or by-laws.

         F.  Lines of Business.  CPC shall  not  enter  into  any  new  line  of
business.

         G.  Conduct of Business.  The Companies  shall conduct their respective
businesses in, and only in, the usual,  regular and ordinary  course of business
consistent with past practice, and the officers and directors shall at all times
use prudent business  judgment  equivalent to the standard observed by a prudent
trustee dealing with property of another.

         H.  Financial  Reports.  CCO and CPC shall submit to the Purchaser such
financial and other reports and  information  as is requested by the  Purchaser,
including,   without   limitation,   quarterly   comparative   consolidated  and
consolidating financial statements of CCO within forty-five (45) days of the end
of each calendar quarter and annual  comparative  consolidated and consolidating
financial  statements  of CCO within  ninety (90) days of the end of each fiscal
year.  The Purchaser  shall  execute a  Confidentiality  Agreement,  in the form
attached hereto as Exhibit G, prior to receiving such financial reports.

         I.  Access. CPC shall permit the Purchaser and its agents access to all
of its properties, books, contracts, commitments and records upon request by the
Purchaser. The Purchaser shall execute a Confidentiality  Agreement, in the form
attached hereto as Exhibit G, prior to receiving such access.

         J.  Representations and Warranties.  CCO and CPC shall use  their  best
efforts to cause the representations  and warranties contained in this Agreement
to be true and correct at all times.

         K.  Opt Out of  ss.607.0901  and  607.0902.  Upon  the  request  of the
Purchaser,  CCO and CPC shall take such corporate action as is necessary so that
Florida Statutes Sections 607.0901 and 607.0902 shall not apply to either CCO or
CPC or to the  Purchaser  or the  shares of CPC  Common  Stock  acquired  by the
Purchaser pursuant to this Agreement.

         L.  Revised  Structure.   Notwithstanding   anything  to  the  contrary
contained in this  Agreement,  the Purchaser  shall have the right to revise the
structure  of the  purchase  described  in  Sections  1 and 2 and the  exchanges
described  in Section 3 provided  that such revised  structure  shall not have a
materially adverse financial effect on CCO or CPC.

         M.  Intercompany Payments.  CPC shall not make any payments of any kind
to CCO beyond such payments  as are reasonably necessary  in the ordinary course
of business.


<PAGE>

         N.  Right of First Refusal.  CCO hereby grants the Purchaser a right of
first  refusal  on any  and all  shares  of CPC  Common  Stock  owned  by CCO or
hereafter  acquired.  Subject to the right of first refusal,  CCO shall not sell
the shares of CPC Common Stock owned by CCO unless the  Purchaser is entitled to
sell the shares of CPC Common Stock owned by the Purchaser on the same terms and
conditions as CCO.

         O.  Duration.  The  foregoing  terms and  covenants  contained  in this
Section 8  remain in  effect so  long as  the Purchaser  has exercised  its most
current option pursuant to Section 2.A(i).

         9.       DEFAULTS AND REMEDIES.

         A.  Defaults. Any unexcused refusal or failure by CCO or CPC to perform
any of the covenants contained in this Agreement shall be a default.

         B.  Remedies.  Upon any default by either  CCO  or  CPC,  the Purchaser
shall be entitled to  pursue all of its legal  and equitable remedies including,
without limitation,  the right to recover  damages and the  right to rescind the
purchase of  shares of  CPC Common Stock  for which  CCO and CPC  shall promptly
return to the Purchaser the Purchase Price.

         10.      NOTICES.

         All  notices,  requests,  demands  and other  communications  which are
required or may be given under this  Agreement  shall be in writing and shall be
deemed to have been duly given if delivered  personally or sent by registered or
certified mail, return receipt requested, postage prepaid:

         (a)      If to Purchaser, to:
                           Lykes Minerals Corp.
                           111 E. Madison Street - Suite 2000
                           P.O. Box 1690
                           Tampa, Florida  33601
ATTN:                      Tom L. Rankin, President

With copy to:              Macfarlane Ferguson
                           111 E. Madison Street - Suite 2300
                           P.O. Box 1531
                           Tampa, Florida  33601
ATTN:                      Nathan B. Simpson, Esq.


<PAGE>

         (b)      If to CCO or CPC, to:
                           Coastal Petroleum Company
                           P.O. Box 10387
                           Tallahassee, Florida  32302
ATTN:                      Phillip W. Ware, President

With copy to:              Coastal Caribbean Oils & Minerals, Ltd.
                           c/o Gherardi & O'Donnell Associates
                           241 Main Street
                           Hartford, Connecticut  06103

or to such other  person or address as any party shall have  specified by notice
in writing to the other.

         11.      LAW GOVERNING AGREEMENT.

         This  Agreement  will be  governed  by the laws of the State of Florida
(without  giving  effect to rule of law  relating to conflict of laws),  and the
parties  shall accept the  jurisdiction  of the state and federal  courts in the
State of Florida.

         12.      PARTIES BOUND.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns.

         13.      ASSIGNMENT.  Except as  permitted  in  this  Section 13,  this
Agreement  shall not be assigned by any party hereto  without the prior  written
consent of the other party hereto. Notwithstanding anything in this Agreement to
the contrary, the Purchaser,  in its sole discretion,  may assign this Agreement
to a direct or indirect subsidiary of the Purchaser or direct or indirect parent
of the Purchaser.

         14.      PUBLIC ANNOUNCEMENTS.  The parties agree that  no statement or
public disclosure concerning this Agreement or the transactions  contemplated by
this Agreement shall be made or released,  except with the prior written consent
of the Purchaser,  and except for the statement  contained in Exhibit H attached
hereto and as required by law.

         15.      EXPENSES.  Each of the parties  hereto  shall pay its own fees
and expenses  incurred in connection with the transactions  contemplated by this
Agreement.

         16.      FURTHER ASSURANCES.  From time to time,  at the request of any
party (whether at or after Closing), the other parties shall execute and deliver
such further  instruments  and shall take such other  actions as the  requesting
party may reasonably  request in order to more effectively convey out the intent
of this Agreement.

         17.      AMENDMENT AND MODIFICATION.  The parties may amend,  modify or
supplement this Agreement only in the form of a written  agreement signed by all
of the parties.


<PAGE>

         18.      COUNTERPARTS.  This Agreement may  be executed  simultaneously
in two or more counterparts, each of which shall be deemed an original,  but all
of which together shall constitute one and the same instrument.

         19.      ENTIRE  AGREEMENT.   This   Agreement  and   other   documents
specifically  referred  to herein  which from a part  hereof  contain the entire
understanding of the parties in respect of the subject matter of this Agreement.
This Agreement  supersedes all prior agreements and  understandings  between the
parties with respect to the subject matter hereof.

         20.      SEVERABILITY.  If  any  provision  of this  Agreement is  held
invalid or  unenforceable by operation of law or otherwise,  such  circumstances
shall not have the  effect of  rendering  any of the  other  provisions  of this
Agreement invalid or unenforceable.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.


                                    LYKES MINERALS CORP.

                                    By:  /s/___________________________
                                    Name:    Tom L. Rankin
                                    Title:   Chairman of the Board and President



                                    COASTAL CARIBBEAN OILS
                                      & MINERALS, LTD.


                                    By:  /s/___________________________
                                    Name:    Phillip W. Ware
                                    Title:   Director, Vice President

                                    COASTAL PETROLEUM COMPANY

                                    By:  /s/___________________________
                                    Name:    Phillip W. Ware
                                    Title:   President