Exhibit 24.6
                      Agreement and Plan of Reorganization

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                      Agreement and Plan of Reorganization
                                  by and among

                            CANBAU CONSTRUCTION GMBH
                              a German corporation
                                       and
                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                             a Colorado corporation
                             dated: November 2, 1998


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                      AGREEMENT AND PLAN OF REORGANIZATION

                            CANBAU CONSTRUCTION GMBH
                                       and
                     THE OHIO & SOUTHWESTERN ENERGY COMPANY

         This Agreement and Plan of  Reorganization  ("Agreement"),  dated as of
July 29, 1998, among CANBAU CONSTRUCTION GMBH ("CB"), a German Corporation,  THE
OHIO & SOUTHWESTERN  ENERGY COMPANY ("OSWE"),  a Colorado  Corporation,  and the
shareholders of CANBAU  CONSTRUCTION GMBH ("CB Shareholders") who will join this
agreement by execution.

                              W I T N E S S E T H:

         A. WHEREAS,  CB and OSWE are corporations duly organized under the laws
of the State of Germany and Colorado, respectively.

         B. Plan of Reorganization. The CB Shareholders are the owners of all of
the issued and  outstanding  common stock of CB. It is the intention that all of
the issued and  outstanding  stock of CB shall be  acquired  by OSWE in exchange
solely for its voting stock. For federal income tax purposes it is intended that
this exchange  shall qualify as a  reorganization  within the meaning of SEC 368
(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code").

         C. Exchange of Shares.  OSWE and the CB Shareholders  agree that all of
the common shares issued and  outstanding of CB shall be exchanged with OSWE for
1,000,000  shares of the common stock of OSWE.  The pro rata numbers of the OSWE
shares,  on the closing date, shall be delivered to the individual  shareholders
in exchange for their CB shares as hereinafter set forth.

         D.  WHEREAS,  the  parties  hereto  wish to enter into this  Agreement,
pursuant to the provisions of the Colorado Statutes.

         NOW, THEREFORE, it is agreed among the parties as follows

                                    ARTICLE I

                                The Consideration

         1. Subject to the conditions  set forth herein on the "Effective  Date"
(as herein defined), Shareholders of CB shall exchange all of their shares of CB
for 1,000,000 common shares of OSWE common stock. The transactions  contemplated
by this Agreement shall be completed at a closing  ("Closing") on a closing date
("Closing  Date")  which  shall  be as soon as  possible  after  all  regulatory
approvals and  shareholder  approvals are obtained in accordance with law as set
forth in this Agreement, but no later than 30 days after date hereof.

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         On the Closing  Date,  all of the documents to be furnished to OSWE and
CB,  including  the  documents to be  furnished  pursuant to Article VII of this
Agreement,  shall be delivered to M.A.  Littman,  to be held in escrow until the
Effective  Date or the date of termination of this  Agreement,  whichever  first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.

         1.2 At the Effective Date, CB shall become a wholly owned subsidiary of
OSWE. CB's shareholders shall receive pro rata shares of $.0001 par value voting
common stock as follows:

         OSWE shall issue  1,000,000  of its shares of common  stock for 100% of
         the  outstanding  common shares of CB, pro rata to the  shareholders of
         CB.

         1.3 If this  Agreement is duly adopted by the holders of the  requisite
number of shares,  in  accordance  with the  applicable  laws and subject to the
other provisions hereof,  such documents as may be required by law to accomplish
the Agreement shall be filed as required by law to effectuate same, and it shall
become effective.  The time of filing the last document required by law shall be
the Effective Date for the Agreement.  For  accounting  purposes,  the Agreement
shall be effective as of 12:01 a.m., on the last day of the month  preceding the
Effective Date.

                                   ARTICLE 11

                         Issuance and Exchange of Shares

         2.1 The shares of $.0001 par value common stock of OSWE shall be issued
by it to CB shareholders at closing.

         2.2 OSWE  represents  that no  outstanding  options or warrants for its
unissued shares exist.  All preferred stock of OSWE due for redemption as of the
date hereof shall have been redeemed as of closing date, if any.

         2.3 The stock  transfer  books of CB shall be  closed on the  Effective
Date,  and  thereafter  no transfers of the stock of CB shall be made.  CB shall
appoint  an  exchange  agent  ("Exchange  Agent"),  to accept  surrender  of the
certificates  representing  the common  shares of CB, and to deliver in exchange
for  such  surrendered  certificates,  shares  of  common  stock  of  OSWE.  The
authorization  of the Exchange  Agent may be terminated by OSWE after six months
following the Effective Date. Upon termination of such authorization, any shares
of CB and any funds held by the  Exchange  Agent for payment to CB  shareholders
pursuant to this Agreement shall be transferred to OSWE or its designated  agent
who  shall  thereafter  perform  the  obligations  of  the  Exchange  Agent.  If
outstanding certificates for shares of CB are not surrendered or the payment for
them not  claimed  prior to such date on which  such  payments  would  otherwise
escheat to or become  the  property  of any  governmental  unit or  agency,  the

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unclaimed items shall, to the extent  permitted by abandoned  property and other
applicable  law,  become  the  property  of OSWE (and to the  extent  not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of CB shares for any amount paid to any  governmental  unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

         2.4 No  fractional  shares of OSWE stock shall be issued as a result of
the Agreement. Shares shall be rounded to nearest whole share.

         2.5 At the Effective Date, each holder of a certificate or certificates
representing  common  shares of CB,  upon  presentation  and  surrender  of such
certificate or certificates to the Exchange Agent,  shall be entitled to receive
the  consideration  set forth herein,  except that holders of those shares as to
which  dissenters'  rights shall have been  asserted and  perfected  pursuant to
Germany law shall not be converted  into shares of OSWE common stock,  but shall
represent only such dissenters' rights. Upon such presentation,  surrender,  and
exchange as provided in this Section 2.5, certificates representing shares of CB
previously  held shall be canceled.  Until so presented  and  surrendered,  each
certificate or certificates  which represented  issued and outstanding shares of
CB at the Effective Date, shall be deemed for all purposes to evidence the right
to receive the consideration set forth in Section 1.2 of this Agreement.  If the
certificates  representing  shares of CB have been lost,  stolen,  mutilated  or
destroyed,  the  Exchange  Agent shall  require the  submission  of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.

                                   ARTICLE III

                           Representations, Warranties
                    and Covenants of Canbau Construction GMBH

         No  representations  or warranties  are made by any director,  officer,
employee or shareholder of CB as individuals, except as and to the extent stated
in this  Agreement  or in a  separate  written  statement  (the  "CB  Disclosure
Statement"), if any. CB hereby represents, warrants and covenants to OSWE except
as stated in the CB Disclosure Statement, as follows:

         3.1 CB is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Germany, and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being conducted. The Articles of Incorporation and Bylaws of CB are complete
and accurate, and the minute books of CB contain a record, which is complete and

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accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and board of directors of CB.

         3.2 The  aggregate  number of shares  which CB is  authorized  to issue
shares  of  common  stock  with  par  value  of  which  shares  are  issued  and
outstanding.

         3.3 CB has complete and unrestricted  power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

         3.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein  by CB will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of CB.

         3.5 The execution,  delivery and performance of this Agreement has been
duly authorized and approved by CB's Board of Directors.

         3.6 CB will  deliver to OSWE before the Closing,  current  consolidated
audited  financial  statements  of CB prepared by a "Big 6"  accounting  firm or
other firm acceptable to OSWE. These audited financial  statements must be dated
within 3 months of the  Closing  date.  All such  statements,  herein  sometimes
called "CB  Financial  Statements,"  are  complete  and correct in all  material
respects and,  together with the notes to these  financial  statements,  present
fairly the  financial  position and results of  operations of CB for the periods
included.  The said  statements  will have beer)  prepared  in  accordance  with
generally accepted accounting principles.

         3.7 Since the dates of the CB Financial Statements, there have not been
any  Material  adverse  changes  in the  business  or  condition,  financial  or
otherwise of CB.

         3.8 There are no legal proceedings or regulatory  proceedings involving
material claims pending,  or to the knowledge of the officers of CB,  threatened
against CB or affecting  any of its assets or  properties,  and CB is not in any
material  breach or violation of or default  under any contract or instrument to
which CB is a party,  and no event has occurred  which with the lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by CB under any contract or other  instrument  to which CB is a party or
by which it or any of its  properties  may be bound or  affected,  or under  its
respective  Articles  of  Incorporation  or  Bylaws,  nor is there  any court or
regulatory order pending, applicable to CB.

         3.9 All liability of CB has been properly  provided for and is adequate
to comply with all regulatory requirements regarding same.

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         3.10 The representations and warranties of CB shall be true and correct
as of the date hereof and as of the Effective Date.

         3.11 CB has no employee  benefit plan,  including  non-qualified  stock
awards, options, and consulting fees for independent contractors.

         3.12 No  representation  or  warranty by CB in this  Agreement,  the CB
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.

         3.13 Intellectual Property. All trade names,  inventions,  discoveries,
ideas, research, engineering,  methods, practices, processes, systems, formulae,
designs, drawings, products, projects, improvements, developments, know-how, and
trade secrets which are used in the conduct of CB's business, whether registered
or unregistered  (collectively the "Proprietary Rights") are owned by CB. To the
knowledge of each Seller and CB, CB created or developed such Proprietary Rights
and  such  Proprietary  Rights  are  not  subject  to  any  restriction,   lien,
encumbrance,   right,  title  or  interest  in  others.  All  of  the  foregoing
Proprietary Rights that are not in the public domain stand solely in the name of
CB and not in the name of any shareholder,  director, officer, agent, partner or
employee  or anyone else known to any Seller or CB and none of the same have any
right, title, interest,  restriction,  lien or encumbrance therein or thereon or
thereto.  To the knowledge of each Seller and CB, CB's  ownership and use of the
Proprietary  Rights do not and will not infringe upon,  conflict with or violate
in any  material  respect any patent,  copyright,  trade  secret or other lawful
proprietary  right  of any  other  party,  and no claim is  pending  or,  to the
knowledge of any Seller or CB,  threatened to the effect that the  operations of
CB infringe upon or conflict with the asserted  rights of any other person under
any of the Proprietary  Rights, and to the knowledge of each Seller and CB there
is  no  reasonable  basis  for  any  such  claim  (whether  or  not  pending  or
threatened).  No claim is pending,  or to the  knowledge  of each Seller and CB,
threatened to the effect that any such  Proprietary  Rights owned or licensed by
CB, or which CB otherwise has the right to use, is invalid or  unenforceable  by
CB and there is no reasonable  basis for any such claim  (whether or not pending
or threatened). CB has not granted or assigned to any other person or entity any
right to  manufacture,  have  manufactured,  assemble  or sell the  products  or
proposed products or to provide the services or proposed services of Seller.

         3.14 a. Liens.  Except as disclosed on Schedule  3.14(a),  no one other
than Seller has any right,  title,  interest,  lien, claim,  security  interest,
restriction or encumbrance in, on or to CB's assets.

         b.  Material  Contracts.  Other than as disclosed on Schedule  3.14(b),
Seller  does not have  any  material  obligation,  contract,  agreement,  lease,
sublease,  commitment or understanding of any kind, nature or description,  oral
or written, fixed or contingent due or to become due, existing or inchoate.

         c.  No  Undisclosed   Liabilities.   CB  does  not  have  any  material
liabilities  or   obligations,   including,   without   limitation,   contingent
liabilities for the performance of any obligation, except for (i) liabilities or
obligations  which  are  disclosed  or  fully  provided  for in  CB's  Financial
Statements, (ii) liabilities or obligation to States, federal, state, provincial
and local laws with  respect  to  pollution  or  protection  of the  environment
("Environmental  Laws") relating to assets now owned or operated by CB or any of
its subsidiaries,  including Environmental Laws relating to actual or threatened
emissions,  discharges or releases, of pollutants,  contaminants or hazardous or
toxic materials or wastes ("Pollutants"),  have been obtained and are effective,
and,  with respect to assets  previously  owned or operated by CB, were obtained
and were effective during the time of CB's operation;  (iii) To the knowledge of
CB, no conditions  exist on, in or about the properties now or previously  owned
or  operated  by CB or  any  third-party  properties  to  which  any  Pollutants
generated by CB were sent or released  that could give rise on the part of CB to
liability  under  any   Environmental   Laws,  claims  by  third  parties  under
Environmental  Laws or under common law or the  occurrence of costs to avoid any
such liability or claim;  and (iv) to the knowledge of CB, all operators of CB's
assets are in compliance  with all terms and  conditions  of such  Environmental
Laws, permits, licenses and authorizations,  and are also in compliance with all
other   limitations,    restrictions,   conditions,   standards,   prohibitions,
requirements,  obligations,  schedules and timetables  contained in such laws or
contained in any regulation,  code, plan,  order,  decree,  judgment,  notice or
demand letter issued, entered,  promulgated or approved thereunder,  relating to
CB's assets.

                                   ARTICLE IV

                  Representations, Warranties and Covenants of
                     The Ohio & Southwestern Energy Company

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of OSWE as  individuals,  except as and to the extent
stated in this Agreement or in a separate written statement.

         OSWE hereby represents,  warrants and covenants to CB, except as stated
in the OSWE Disclosure Statement, as follows:

         4.1 OSWE is a corporation duly organized,  validly existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it

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is now being conducted. The Articles of Incorporation and Bylaws of OSWE, copies
of which have been  delivered to CB, are complete and  accurate,  and the minute
books of OSWE  contain a record,  which is complete and accurate in all material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
Board of Directors of OSWE.

         4.2 The aggregate number of shares which OSWE is authorized to issue is
300,000,000  shares of common  stock with a par value of $.0001  per  share,  of
which  14,382,000  shares of such common  stock will be issued and  outstanding,
fully paid and non-assessable,  prior to closing under this agreement.  OSWE has
no outstanding options,  warrants or other rights to purchase,  or subscribe to,
or securities  convertible into or exchangeable for any shares of capital stock.
No preferred stock of OSWE is outstanding.

         4.3 OSWE has complete and  unrestricted  power to enter into and,  upon
the  appropriate  approvals as required by law, to consummate  the  transactions
contemplated by this Agreement.

         4.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by OSWE will  conflict  with or  result in a breach or  violation  of the
Articles of Incorporation or Bylaws of OSWE.

         4.5 The  execution  of this  Agreement  has been  duly  authorized  and
approved by the OSWE's Board of Directors.

         4.6  OSWE  has  delivered  to CB  financial  statements  of OSWE  dated
December 31, 1997. All such statements,  herein sometimes called "OSWE Financial
Statements" are (and will be) complete and correct in all material respects and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position and results of operations of OSWE of the periods  indicated.
All  statements  of OSWE will have been prepared in  accordance  with  generally
accepted accounting principles.

         4.7 Since the dates of the OSWE  Financial  Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of OSWE. OSWE does not have any material liabilities or obligations,
secured or unsecured  except as shown on updated  financials  (whether  accrued,
absolute, contingent or otherwise).

         4.8 OSWE has  delivered  to CB a list and  description  of all  pending
legal proceedings involving OSWE, none of which will materially adversely affect
them,  and,  except for these  proceedings,  there are no legal  proceedings  or
regulatory  proceedings  involving material claims pending, or, to the knowledge
of the officers of OSWE,  threatened against OSWE or affecting any of its assets
or properties, and OSWE is not in any material breach or violation of or default

<PAGE>

under any  contract  or  instrument  to which OSWE is a party,  and no event has
occurred which with the lapse of time or action by a third party could result in
a material breach or violation of or default by OSWE under any contract or other
instrument to which OSWE is a party or by which they or any of their  respective
properties  may be bound or  affected,  or under  their  respective  Articles of
Incorporation  or Bylaws,  nor is there any court or regulatory  order  pending,
applicable to OSWE.

         4.9 OSWE shall not enter into or consummate any  transactions  prior to
the Effective Date other than in the ordinary course of business and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.

         4.10  OSWE is not a party to any  contract  performable  in the  future
except its land lease obligation which will not adversely affect it.

         4.11  The  representations  and  warranties  of OSWE  shall be true and
correct as of the date hereof and as of the Effective Date.

         4.12 OSWE has  delivered,  or will deliver within two weeks of the date
of this  Agreement,  to CB, all of its  corporate  books and records for review.
OSWE will also deliver to CB on or before the Closing Date any reports  relating
to the  financial  and business  condition of OSWE which occur after the date of
this  Agreement and any other reports sent generally to its  shareholders  after
the date of this Agreement.

         4.13 OSWE has no employee benefit plan in effect at this time.

         4.14 No representation or warranty by OSWE in this Agreement,  the OSWE
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.

         4.15 OSWE agrees  that all rights to  indemnification  now  existing in
favor  of  the  employees,   agents,   directors  or  officers  of  CB  and  its
subsidiaries,  as  provided  in the  Articles  of  Incorporation  or  Bylaws  or
otherwise  in  effect  on  the  date  hereof  shall  survive  the   transactions
contemplated  hereby in accordance with their terms, and OSWE expressly  assumes
such indemnification obligations of CB.

                                    ARTICLE V

              Obligations of the Parties Pending the Effective Date

         5.1 This Agreement  shall be duly submitted to the  shareholders  of CB
for the  purpose of  considering  and acting upon this  Agreement  in the manner

<PAGE>

required by law at a meeting of shareholders on a date selected by CB, such date
to be the earliest  practicable  date.  The Board of Directors of CB, subject to
its fiduciary obligations to shareholders,  shall use its best efforts to obtain
the requisite approval of CB shareholders of this Agreement and the transactions
contemplated  herein.  CB and OSWE shall take all reasonable and necessary steps
and  actions  to  comply  with and to  secure CB  shareholder  approval  of this
Agreement and regulations of such states.

         5.2 At all times prior to the Effective  Date during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  During the term of this Agreement, and for four years
following the termination of this Agreement,  the recipient of such  information
shall protect such information from disclosure to persons, other than members of
its own or affiliated  organizations and its professional  advisers, in the same
manner as it protects  its own  confidential  or  proprietary  information  from
unauthorized  disclosure,  and  not  use  such  information  to the  competitive
detriment of the disclosing party. In addition,  if this Agreement is terminated
for any reason,  each party shall  promptly  return or cause to be returned  all
documents  or  other  written  records  of  such   confidential  or  proprietary
information,  together with all copies of such writings and, in addition,  shall
either  furnish or cause to be furnished,  or shall  destroy,  or shall maintain
with such standard of care as is exercised with respect to its own  confidential
or proprietary information, all copies of all documents or other written records
developed  or  prepared  by such  party  on the  basis of such  confidential  or
proprietary  information.  No information  shall be considered  confidential  or
proprietary if it is (a)  information  already in the possession of the party to
whom  disclosure  is made,  (b)  information  acquired  by the party to whom the
disclosure is made from other sources,  or (c)  information in the public domain
or  generally  available to  interested  persons or which at a later date passes
into the public domain or becomes  available to the party to whom  disclosure is
made without any wrongdoing by the party to whom the disclosure is made.

         5.3 OSWE and CB shall promptly  provide each other with  information as
to any significant  developments in the performance of this Agreement, and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

         5.4 All parties to this Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

<PAGE>

                                   ARTICLE VI

                               Procedure Exchange

         6.1 At the Effective  Date, the exchange shall be effected as set forth
in Colorado Laws with common stock  certificates  of OSWE being exchanged for CB
common stock certificates as and when submitted to the transfer agent.


                                   ARTICLE VII

                           Conditions Precedent to the
                          Consummation of the Exchange

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Effective Date:

         7.1 CB shall have  performed  and complied  with all of its  respective
obligations  hereunder  which are to be complied  with or performed on or before
the Effective Date and OSWE and CB shall provide one another at the Closing with
a certificate  to the effect that such party has performed  each of the acts and
undertakings  required  to be  performed  by it on or before  the  Closing  Date
pursuant to the terms of this Agreement.

         7.2 This Agreement,  the  transactions  contemplated  herein shall have
been duly and  validly  authorized,  approved  and  adopted,  at meetings of the
shareholders  of CB duly and properly called for such purpose in accordance with
the applicable laws.

         7.3 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might Subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         7.4 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form

<PAGE>

and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for CB and OSWE.

         7.5 The  representations  and  warranties  made by CB and  OSWE in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Effective  Date,  except to the extent that such
representations  and  warranties  may be untrue on and as of the Effective  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by CB or (2)  events  or  changes  (which  shall  not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of OSWE or CB during or arising after the date of this Agreement.)

         7.6 CB shall have furnished OSWE with:

         (1) a certified copy of a resolution or resolutions duly adopted by the
         Board of Directors of CB approving this Agreement and the  transactions
         contemplated  by it and directing the  submission  thereof to a vote of
         the shareholders of CB;

         (2) a certified copy of a resolution or  resolutions  duly adopted by a
         majority  of all of the  classes  of  outstanding  shares of CB capital
         stock approving this Agreement and the transactions contemplated by it;

         (3) an agreement  from each  "affiliate"  of CB as defined in the rules
         adopted under the  Securities  Act of 1933,  as amended,  to the effect
         that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none
         of the shares of OSWE common  stock will be  transferred  by or through
         the  affiliate  in violation of the Federal  Securities  Laws;  (c) the
         affiliate  will not sell or in any way reduce his risk  relative to any
         OSWE common stock received  pursuant to this Agreement  until such time
         as financial  results  covering at least 30 days of  post-closing  date
         combined  operations shall have been published by OSWE on SEC Form 1O-Q
         or otherwise;  and (d) the affiliate acknowledges that OSWE is under no
         obligation to register the sale,  transfer,  or the disposition of OSWE
         common stock by the affiliate or to take any action  necessary in order
         to make an exemption from registration available to the affiliate,  but
         understands that OSWE will satisfy the public information  requirements
         of Rules 144 and 145 during the three-year period following the Closing
         Date.

         (4)      Securities Laws Compliance.  Each  NON-U.S. citizen who  is  a
         shareholder of CB shall sign an affidavit as contained on Exhibit "A."

         7.7 OSWE shall  furnish CB with a  certified  copy of a  resolution  or
resolutions  duly  adopted by the Board of  Directors  of OSWE,  approving  this
Agreement and the transactions contemplated by it.

<PAGE>

         7.8  As a  condition  to  closing,  the  CB  Financial  Statements,  as
described in Article 111, 3.6, must show an unencumbered  minimum asset value of
US $4,000,000.  Should this value not be demonstrated  in the audited  financial
statements  this agreement will terminate  unless an extension to the Closing is
agreed to by both CB and OSWE.

                                  ARTICLE VIII

                           Termination and Abandonment

         8.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding,  the  Agreement  may be  terminated  and  abandoned at any time
(whether before or after the approval and adoption  thereof by the  shareholders
of CB) prior to the Effective Date.

         (a)      By mutual consent of CB and OSWE;
         (b)      By CB, or OSWE,  if any  condition  set forth in  Article  VII
                  relating  to the other  party has not been met or has not been
                  waived;
         (c)      By CB, or OSWE, if any suit,  action or other proceeding shall
                  be pending or threatened by the federal or a state  government
                  before any court or governmental agency, in which it is sought
                  to restrain,  prohibit or otherwise affect the consummation of
                  the transactions contemplated hereby;
         (d)      By any  party,  if there  is discovered  any  material  error,
                  misstatement or omission in the representations and warranties
                  of another party;
         (e)      By any party if the Agreement  Effective Date is not within 30
                  days from the date  hereof; (f) or CB shall  have the right to
                  assign  this  agreement to  any  other entity,  at  any  time,
                  subject to the due diligence terms herein.

         8.2 Any of the terms or conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by its Board of  Directors  provided;  however,  that such action shall be taken
only if, in the  judgment  of the Board of  Directors  taking the  action,  such
waiver will not have a materially  adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.

                                   ARTICLE IX

                        Termination of Representation and
                        Warranties and Certain Agreements

         9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and  extinguished  by  consummation  of the

<PAGE>

Agreement;  provided,  however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.

                                    ARTICLE X

                                  Miscellaneous

         10.1 This Agreement  embodies the entire agreement between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         10.2 To  facilitate  the  execution  of this  Agreement,  any number of
counterparts  provide such executed  instruments  or do all things  necessary or
proper to carry out the purpose of this Agreement.

         10.4  This  Agreement  may be  amended  upon  approval  of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of CB.

         10.5  Any  notices,  requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:

To Canbau Construction GMBH:

         Rose-Luxembourg - Str. 16-18
         18055 Rostock, Germany

To The Ohio & Southwestern Energy Company:

         650 W. Georgia Street, #450
         Vancouver, BC., Canada V6B 4N8

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         10.6 No press release or public  statement  will be issued  relating to
the transactions contemplated by this Agreement without prior approval of CB and
OSWE.  However,  either CB or OSWE may issue at any time any  press  release  or
other public  statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.


<PAGE>


         IN WITNESS WHEREOF, the parties have set their hands and seals this day
of October, 1998.

                                            Canbau Construction GMBH



                                            By:_________________________________
                                                     President

                                            Attest:_____________________________
                                                     Secretary


                                          The Ohio & Southwestern Energy Company


                                            By:_________________________________
                                                     President

                                            Attest:_____________________________
                                                     Secretary

CANBAU  CONSTRUCTION  GMBH,  SHAREHOLDERS  (by  signature  below or  pursuant to
execution of the  Exchange  Agreement  and  Representations  incorporating  this
Agreement by reference.)


-------------------------------              -----------------------------------



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-------------------------------              -----------------------------------



-------------------------------              -----------------------------------



-------------------------------              -----------------------------------



-------------------------------              -----------------------------------


<PAGE>

EXHIBIT "A"
Affidavit

         I hereby certify under penalty of perjury that the following statements
are true and correct as of the date hereof:

         Each NON-U.S. citizen (hereafter "Affiant"):

         (i) has been represented by such legal and tax counsel and others, each
of whom has been personally  selected by Affiant, as Affiant has found necessary
to consult concerning this transaction, and any such representation has included
an examination of applicable  documents,  and an analysis of all tax, financial,
and securities law aspects.  Affiant,  his counsel and advisors,  and such other
persons with whom Affiant has found it  necessary  to consult,  have  sufficient
knowledge and experience in business and financial matters to evaluate the above
information, and the merits and risks of the share exchange contemplated by this
Agreement, and to make an informed investment decision with respect thereto;

         (ii) is acquiring  the OSWE Common Stock for  Affiant's own account and
not as a fiduciary for any other person and for investment purposes only and not
with a view to or for the transfer, assignment, resale, or distribution thereof,
in whole or in part.  Affiant  represents and warrants to OSWE as of the date of
this Agreement, that Affiant has no present plan or intention to sell such stock
in the United States at any  predetermined  time, and has made no  predetermined
arrangements  to sell the OSWE Common  Stock.  Affiant  covenants  that  neither
Affiant  nor its  affiliates  nor any person  acting on its or their  behalf has
entered into, has the intention of entering into, or will enter into any hedging
transaction, short position or other similar instrument,  contract, arrangements
or position  with respect to the OSWE Common Stock  anytime until the end of the
Distribution Compliance period, as hereinafter defined.  Affiant understands the
meaning and legal consequences of the foregoing representations and warranties.

         (iii)  understands  that the OSWE Common Stock has not been  registered
under the  Securities  Act nor pursuant to the  provisions of the  securities or
other laws of any applicable  jurisdictions  and such stock is being offered and
sold pursuant to Regulation S based in part upon the  representations of Affiant
contained herein.  Affiant further understands that the OSWE Common Stock cannot
he sold,  assigned,  pledged,  transformed or otherwise  disposed of unless such
shares are registered or an exemption from  registration is available,  and that
the OSWE Common Stock shall bear a restrictive legend to that effect;

         (iv) represents and warrants to OSWE that (i) the Affiant is not a U.S.
person  ("U.S.  person") as that term is defined in Rule 902(k) of  Regulation S
and which definition includes,  without limitation, a corporation or partnership

<PAGE>

that is organized under the laws of a jurisdiction  other than the United States
if it is formed by a U.S.  person  principally  for the purpose of  investing in
securities   not  registered   under  the  Act,   unless  it  was  organized  or
incorporated,  and is owned, by accredited  investors (as defined in Rule 501(a)
of Regulation D Under the Act) who are not natural  persons,  estates or trusts,
(ii) the OSWE Common  Stock is not  offered to the Affiant in the United  States
and at the time off execution of this Agreement and the time of any offer to the
Affiant to purchase the OSWE Common Stock hereunder,  the Affiant was physically
outside the United States.  (iii) the Affiant is acquiring the OSWE Common Stock
for its own account  and not on behalf of or for the benefit of any U.S.  person
and the sale and resale of the OSWE Common Stock has not been  prearranged  with
any U.S.  person or buyer in the United States;  (iv) the Affiant agrees that no
offers and sales of the OSWE Common  Stock prior to the  expiration  of a period
commencing  on the  Closing  Date  and  ending  one  (1)  year  thereafter  (the
"Distribution  Compliance  period")  shall  be made to U.S.  persons  or for the
account or benefit of U.S.  persons and shall  otherwise  be made in  compliance
with the  provisions  of  Regulation  S, and (v) Affiant is not an  Underwriter,
dealer,   distributor  or  other  person  who  is  participating,   pursuant  to
contractual  arrangement in the distribution of the OSWE Common Stock offered or
sold in reliance on Regulation S.

         (v) understands and acknowledges  that an investment in the OSWE Common
Stock  involves  a high  degree of risk.  Affiant  acknowledges  that  there are
limitations  on the liquidity of the OSWE Common Stock.  The Affiant  represents
that the Affiant is able to bear the economic  risk of an investment in the OSWE
Common  Stock,  including a possible  total loss of  investment.  In making this
statement,  the Affiant hereby  represents and warrants to OSWE that the Affiant
has  adequate   means  of  providing  for  the   Affiant's   current  needs  and
contingencies;  that Affiant is able to afford to hold the OSWE Common Stock for
an indefinite  period;  and that Affiant has such  knowledge  and  experience in
financial  and business  matters that the Affiant is capable of  evaluating  the
merits  and risks of the  investment  in the OSWE  Common  Stock.  Further,  the
Affiant represents,  as of the date of signing this Agreement,  that the Affiant
has no present  need for  liquidity  in the OSWE Common Stock and the Affiant is
willing to accept such investment risks;

         (vi)  Understands  that no United States  federal or state  agency,  or
similar agency of any other country, has reviewed, approved, passed upon or made
any recommendation or endorsements of OSWE or the OSWE Common Stock;

         (vii)  acknowledges  that  to such  Affiant's  knowledge,  without  any
independent  investigation,  neither  OSWE,  nor any person  acting for OSWE has
conducted  any  directed  selling  efforts  in the  United  States  as the  term
"directed  selling  efforts" is defined in Rule 902(c) of Regulation S, which in
general  means,  any  activity  undertaken  for the  purpose  of, or that  could

<PAGE>

reasonably  be  expected to have the effect of,  conditioning  the market in the
United  States for any of the OSWE  Common  stock  being  offered in reliance on
Regulation S. Such activity includes, without limitation, the mailing of printed
material to investors  residing in the United States, the holding of promotional
seminars in the United States,  and the placement of advertisement with radio or
television stations  broadcasting in the United States or in publications with a
general  circulation  in the United  States,  that refers to the offering of the
OSWE Common Stock in reliance on Regulation S;

         (viii) knows of no public  solicitation or advertisement of an offer in
connection with the proposed issuance and sale of the OSWE Common Stock;

         (ix)  covenants  that he, she or it will not  knowingly  make any sale,
transfer or other  disposition  of the OSWE Common Stock in violation of the Act
(including  Regulation  S), the Exchange Act, any  applicable  state acts or the
rules and regulations of the Commission or of any state securities commission or
similar state authorities promulgated under any of the forgoing; and

         (x) OSWE has made available to Affiant, Affiant's counsel and advisors,
prior to the date hereof,  the  opportunity  to ask questions of, and to receive
answers from, OSWE and its representatives,  concerning the terms and conditions
of the  exchange of the OSWE Common Stock for the CB Shares and access to obtain
any information, documents, financial statements, records and books (A) relative
to OSWE, the business and an investment in OSWE, and (B) necessary to verify the
accuracy of any information  furnished to Affiant. All materials and information
requested by Affiant,  Affiant's  counsel and advisors,  or others  representing
such Affiant,  including  any  information  requested to verify any  information
furnished to Affiant, have been made available and examined.

                                                     Affiant:




                                     date: _____________________________________
                                    address: ___________________________________