PLAN OF RECAPITALIZATION

     The Board of  Directors  and the holders of a majority  of the  outstanding
shares of Willard Pease Oil and Gas Company  ("Company"),  a Nevada corporation,
have adopted a resolution  approving the following Plan of Recapitalization  and
pursuant to which the following actions will be taken on behalf of the Company:

     1.  Amendment  to Articles  of  Incorporation.  The  Company  shall file an
amendment to Article IV of its Articles of Incorporation and as amended, Article
IV shall provide as follows:

          ARTICLE IV: The  aggregate  number of shares  which the Company  shall
     have authority to issue is 10,000,  000 shares of common stock,  $0. 10 par
     value ("Common Stock").  Each share of Common Stock of the Company shall be
     nonassessable. The shareholders shall not possess cumulative voting rights.
     The  holders of the Common  Stock  shall be  entitled  to one vote for each
     share of Common  Stock  held by them of record at the time for  determining
     the holders thereof entitled to vote.

     2. Reverse Share Split.  Each five of the issued and outstanding  shares of
$0.05 par value Common Stock of the Company as of May 21, 1993,  shall,  without
further action,  automatically and without further action by shareholders become
one  share of $0. 10 par value  Common  Stock,  thus  effecting  a  five-for-one
(5-for-1) share reverse split.

     3. No Fractional  5hares. No fraction of a share of the Company's $0.05 par
value Common Stock will be issued as a result of such  reverse  stock split.  In
lieu  thereof,  shareholders  of record  on May 21,  1993,  who would  otherwise
receive a fractional  share as a result of the reverse stock split  described in
the preceding paragraph will be issued one full share in lieu thereof.

     4. Exchange of Share Certificates. Upon the date of acceptance of filing of
this Plan of Recapitalization,  by the Secretary of State of Nevada, each holder
of record of an  outstanding  certificate or  certificates,  which prior thereto
represented  shares of the Company's $0.05 par value Common Stock, will be given
instructions  to surrender the same to the Company's  transfer agent which shall
act as the exchange agent to effect the exchange of  certificates  and each such
shareholder  shall be  entitled  upon  surrender  to  receive  (upon  payment of
handling   and/or  postage   charges)  in  exchange   therefor,   a  certificate
representing  one share of the  Company's $0. 10 par value Common Stock for each
five  shares of $0.05 par value  Common  Stock  owned on the record date and any
additional  shares  issuable  as a  result  of  the  rounding  described  in the
preceding paragraph.


                                     1                                 Exhibit A



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     5. Old Certificates to Represent  Reduced Number of Shares Until Exchanged.
Until so surrendered,  each outstanding  certificate which, prior to the date of
filing of this Plan of  Recapitalization  with the  Secretary of State of Nevada
represented  shares of the  Company's  $0.05 par value  Common  Stock,  shall be
deemed for all  corporate  purposes to  evidence  the  ownership  of the reduced
number of shares of the  Company's  $0. 10 par value  Common  Stock to which the
holder is entitled as a result of the reverse stock split.

     6. Change in Stated  Capital.  The stated  capital of the  Company  will be
reduced by this  recapitalization.  The stated capital of the Company,  based on
4,484,929 shares of $0.05 par value Common Stock  outstanding on May 21, 1993 is
$224,246. Upon effectiveness of the Plan of Recapitalization, the stated capital
would be  $89,699  based on  896,986  shares of $0. 10 par  value  Common  Stock
outstanding.

     7. Directors May Abandon Plan. Upon the vote of a majority of the Company's
directors that such action is in the best interests of the  Corporation  and its
shareholders,  the  directors  shall  be  authorized  to  abandon  the  Plan  of
Recapitalization at any time prior to the filing of the Certificate of Amendment
with the Secretary of State of Nevada.









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                                                  M. R. JORGENSON, Secretary