ZANNWELL INC.
                        CAPITAL STOCK PURCHASE AGREEMENT


     THIS  AGREEMENT  is  made  this  ___  day of November, 2004, by and between
ROBERT  C.  SIMPSON  (the  "Seller") as a stockholder of ZANNWELL INC., a Nevada
corporation (the "Company"), and PALOMAR ENTERPRISES, INC., a Nevada corporation
(the  "Purchaser").

     WHEREAS,  the  Seller desires to sell to the Purchaser 19,000,000 shares of
the  series  A  Preferred  Stock of the Company, par value $0.001 per share (the
"Series  A  Preferred Stock"), 10,000,000 shares of the series B preferred stock
of the Company, par value $0.001 per share (the "Series B Preferred Stock"); and
10,000,000  shares  of  the  series  C preferred stock of the Company, par value
$0.001  per  share  (the  "Series  C  Preferred  Stock");

     WHEREAS,  the  Purchaser  desires to purchase the Series A Preferred Stock,
the  Series  B  Preferred  Stock and the Series C Preferred Stock as hereinafter
provided;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

     1.     Purchase  of  Stock.  At  the  closing  of  this  Agreement  (the
            -------------------
"Closing"),  upon  the basis of the covenants, warranties and representations of
the  Purchaser  set  forth  in  this  Agreement, the Seller will sell, transfer,
assign, and deliver to the Purchaser 19,000,000 shares of the Series A Preferred
Stock,  10,000,000  shares of the Series B Preferred Stock and 10,000,000 shares
of  the  Series C Preferred Stock, free and clear of all liens and encumbrances,
except  as  otherwise  may  be  permitted  hereunder.

     2.     Purchase  Price.  The  purchase  price of $380,000 to be paid at the
            ---------------
Closing  shall  consist  of  the  following:

          (a)     The  sum  of  205,000  in  cash.
                                                 -

          (b)     The  payment  of  approximately $175,000 representing all sums
due  by  the  Seller  to the Purchaser in connection with monies advanced by the
Purchaser.

     3.     Restrictive Legend.  All shares of the Series A Preferred Stock, the
            ------------------
Series  B  Preferred  Stock  and  the  Series  C Preferred Stock to be delivered
hereunder  shall  be  issued  pursuant  to  an exemption from registration under
Section  4(2) of the Securities Act of 1933, as amended, inasmuch as such shares
will  be  issued  for  investment  purposes without a view to distribution.  All
shares  of  the  Series  A Preferred Stock, the Series B Preferred Stock and the
Series  C  Preferred  Stock  to  be delivered hereunder shall bear a restrictive
legend  in  substantially  the  following  form:

     "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT
WITH  RESPECT  THERETO  IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES  ACT."

     4.     Representations  and  Warranties  of  the  Seller.  Where  a
            -------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best  of  the  Seller's knowledge" (or words of similar import), such expression
means  that,  after having conducted a due diligence review, the Seller believes
the  statement  to  be  true,  accurate,  and complete in all material respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
The  Seller  represents  and  warrants  to  the  Purchaser  as  follows:


                                        1
<PAGE>
          (a)     Power  and Authority.  The Seller has full power and authority
                  --------------------
to  execute,  deliver,  and  perform  this  Agreement  and all other agreements,
certificates  or  documents  to  be delivered in connection herewith, including,
without  limitation,  the  other  agreements,  certificates  and  documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)     Binding  Effect.  Upon  execution  and delivery by the Seller,
                  ---------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding  and  legal obligations of the Seller, enforceable against the Seller in
accordance  with  the  terms  hereof  and  thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency,  reorganization, moratorium or similar laws relating to or affecting
creditors'  rights  generally, and (ii) general principles of equity (regardless
of  whether  such  enforceability  is considered in a proceeding in equity or at
law).

          (c)     Effect.  Neither  the execution and delivery of this Agreement
                  ------
or  the  Other  Agreements nor full performance by the Seller of his obligations
hereunder  or thereunder will violate or breach, or otherwise constitute or give
rise  to  a  default  under,  the  terms  or  provisions  of  the  Articles  of
Incorporation  or  Bylaws  of  the  Company or, subject to obtaining any and all
necessary  consents,  of  any  contract,  commitment  or other obligation of the
Company  or  necessary for the operation of the Company following the Closing or
any  other  material  contract,  commitment,  or  other  obligation to which the
Company  is  a  party, or create or result in the creation of any encumbrance on
any  of  the  property  of  the Company.  The Company is not in violation of its
Articles  of  Incorporation,  as  amended,  its  Bylaws,  as  amended, or of any
indebtedness,  mortgage,  contract,  lease,  or  other  agreement or commitment.

          (d)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to the Closing, be obtained or made by the Seller prior to the Closing to
authorize  the  execution,  delivery  and  performance  by  the  Seller  of this
Agreement  or  the  Other  Agreements.

          (e)     Stock  Ownership  of the Shares to be Sold by the Seller.  The
                  --------------------------------------------------------
Seller  has good, absolute, and marketable title to the 19,000,000 shares of the
Series  A  Preferred  Stock  which  constitute  95  percent  of  the  issued and
outstanding  shares  of  the  Series A Preferred Stock, 10,000,000 shares of the
Series  B  Preferred  Stock,  which  constitute  100  percent  of the issued and
outstanding shares of the Series B Preferred Stock, and the 10,000,000 shares of
the  Series  C  Preferred  Stock, which constitute 100 percent of the issued and
outstanding shares of the Series C Preferred Stock.  The Seller has the complete
and  unrestricted  right,  power  and authority to cause the sale, transfer, and
assignment of the Series A Preferred Stock, the Series B Preferred Stock and the
Series C Preferred Stock pursuant to this Agreement.  Each share of the Series A
Preferred  Stock  is  convertible into ten shares of the Company's common stock,
par  value  $0.001  per  share (the "Common Stock").  The shares of the Series A
Preferred Stock do not have voting rights.  Each share of the Series B Preferred
Stock  is convertible into two hundred shares of the Company's Common Stock.  On
all  matters submitted to a vote of the holders of the Common Stock, a holder of
the  Series  B Preferred Stock is entitled to one vote per share of the Series B
Preferred  Stock  held  by  such  holder.  The  Series  C  Preferred  Stock  is
nonconvertible  and  entitles  the  holder  to 100 votes of the Company's Common
Stock  on  all  matters  brought  before  the  stockholders of the Company.  The
delivery  of  the Series A Preferred Stock, the Series B Preferred Stock and the
Series  C  Preferred  Stock to the Purchaser as herein contemplated will vest in
the  Purchaser good, absolute and marketable title to the shares of the Series A
Preferred  Stock,  the Series B Preferred Stock and the Series C Preferred Stock
as  described  herein,  free  and  clear of all liens, claims, encumbrances, and
restrictions  of  every  kind,  except  those restrictions imposed by applicable
securities  laws  or  this  Agreement.

          (f)     Organization  and  Standing  of the Company.  The Company is a
                  -------------------------------------------
duly  organized  and  validly existing Nevada corporation in good standing, with
all  requisite  corporate  power  and  authority  to  carry  on  the Business as
presently  conducted.  The Company has not qualified to do business in any other
jurisdiction.

          (g)     No  Subsidiaries.  The  Company  has  no  subsidiaries.
                  ----------------

          (h)     Capitalization  and  Other Outstanding Shares.  The Company is
                  ---------------------------------------------
authorized  by  its Articles of Incorporation to issue 900,000,000 shares of the
Common  Stock  and  50,000,000  shares  of preferred stock, par


                                        2
<PAGE>
value $0.001 per share. There are three series of the Company's preferred stock,
Series  A  with  20,000,000  shares authorized (the "Series A Preferred Stock"),
Series B with 10,000,000 shares authorized (the "Series B Preferred Stock"), and
the  Series  C  Preferred Stock with 20,000,000 shares authorized (the "Series C
Preferred  Stock").  As  of the date of this Agreement, the Company has duly and
validly  issued  and  outstanding,  fully  paid, and non-assessable, 172,750,000
shares  of  the Common Stock, 20,000,000 shares of the Series A Preferred Stock,
10,000,000  of  the  Series  B  Preferred  Stock  and 10,000,000 of the Series C
Preferred  Stock.  In  addition  to  the Series A, the Series B and the Series C
Preferred  Stock,  the  Seller owns 13,000,000 shares of the Common Stock, which
are  not  being  sold  hereunder.  There  are no outstanding options, contracts,
commitments,  warrants,  preemptive  rights,  agreements  or  any  rights of any
character  affecting  or  relating  in  any manner to the issuance of the Common
Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series
C  Preferred Stock or other securities or entitling anyone to acquire the Common
Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series
C  Preferred  Stock  or  other  securities  of  the  Company.

          (i)     Assets  and Liabilities.  The Company does not have any assets
                  -----------------------
or  liabilities.

          (j)     Litigation.  There  are no legal actions, suits, arbitrations,
                  ----------
or  other  legal,  administrative  or  other governmental proceedings pending or
threatened  against the Company, and the Seller are not aware of any facts which
to  his  knowledge  may  result  in any such action, suit, arbitration, or other
proceeding.

          (k)     No  Employees.  As of the date of this Agreement as well as at
                  -------------
the Closing, the Company does not have and will not have any employees.

          (l)     Records.  The books of account and minute books of the Company
                  -------
are  complete  and  correct,  and  reflect  all those transactions involving its
business which properly should have been set forth in such books.

          (m)     SEC  Filings.  The  Company  has  currently  filed  with  the
                  ------------
Securities and Exchange Commission all reports required to have been filed by it
under  the  Securities  Act  and the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act").

          (n)     The Seller's Representations and Warranties True and Complete.
                  -------------------------------------------------------------
All representations and warranties of the Seller in this Agreement and the Other
Agreements  are  true,  accurate and complete in all material respects as of the
Closing.

          (o)     No  Knowledge  of the Purchaser'  Default.  The  Seller has no
                  -----------------------------------------
knowledge  that  any of the Purchaser's representations and warranties contained
in  this  Agreement or the Other Agreements are untrue, inaccurate or incomplete
or  that  the  Purchaser  is  in  default  under  any  term or provision of this
Agreement  or  the  Other  Agreements.

          (p)     No  Untrue  Statements.  No  representation or warranty by the
                  ----------------------
Seller in this Agreement or in any writing furnished or to be furnished pursuant
hereto,  contains  or  will  contain any untrue statement of a material fact, or
omits,  or  will omit to state any material fact required to make the statements
herein  or  therein  contained  not  misleading.

          (q)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  the  Seller  with  the knowledge and expectation that the Purchaser is
placing  complete  reliance  thereon.

     5.     Representations  and  Warranties  of the Purchaser.  Where  a
            --------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best of the Purchaser's knowledge" (or words of similar import), such expression
means that, after having conducted a due diligence review, the Purchaser believe
the  statement  to  be  true,  accurate,  and complete in all material respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
The Purchaser hereby represents and warrants to the Seller as follows:


                                        3
<PAGE>
          (a)     Power  and  Authority.  The  Purchaser  has  full  power  and
                  ---------------------
authority  to  execute,  deliver  and  perform  this  Agreement  and  the  Other
Agreements.

          (b)     Binding Effect.  Upon execution and delivery by the Purchaser,
                  --------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding and legal obligations of the Purchaser enforceable against the Purchaser
in  accordance  with  the  terms hereof or thereof, except as the enforceability
hereof  and  thereof  may  be  subject  to  the  effect  of  (i)  any applicable
bankruptcy,  insolvency,  reorganization, moratorium or similar laws relating to
or  affecting creditors' rights generally, and (ii) general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

          (c)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to the Closing, be obtained or made by the Purchaser prior to the Closing
to  authorize  the  execution, delivery and performance by the Purchaser of this
Agreement  or  the  Other  Agreements.

          (d)     The Purchaser's Representations  and  Warranties  True  and
                  -----------------------------------------------------------
Complete.  All representations and warranties of the Purchaser in this Agreement
and  the  Other  Agreements  are  true,  accurate  and  complete in all material
respects  as  of  the  Closing.

          (e)     No  Knowledge  of the Seller's  Default.  The Purchaser has no
                  ---------------------------------------
knowledge  that  any of the Seller's representations and warranties contained in
this  Agreement  or the Other Agreements are untrue, inaccurate or incomplete in
any respect or that the Seller is in default under any term or provision of this
Agreement  or  the  Other  Agreements.

          (f)     No  Untrue  Statements.  No  representation or warranty by the
                  ----------------------
Purchaser  in  this  Agreement  or  in  any writing furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (g)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  the  Purchaser  with  the knowledge and expectation that the Seller is
placing  complete  reliance  thereon.

     6.     Conditions  Precedent  to  Obligations  of the Purchaser.  All
            --------------------------------------------------------
obligations  of  the  Purchaser  under  this  Agreement  are  subject  to  the
fulfillment, prior to or at the Closing, of the following conditions:

          (a)     Representations  and  Warranties  True  at the Closing.  The
                  ------------------------------------------------------
representations and warranties of the Seller herein shall be deemed to have been
made  again  as  of  the  Closing,  and then be true and correct, subject to any
changes  contemplated by this Agreement.  The Seller shall have performed all of
the  obligations  to  be performed by them hereunder on or prior to the Closing.

          (b)     Deliveries at the Closing.  The Seller shall have delivered to
                  -------------------------
the  Purchaser  at  the  Closing  all  of the documents required to be delivered
hereunder.

          (c)     Resolution  Electing  Steven  Bonenberger  and  Brent  Fouch
                  --------------------------------------------------------------
Director sand Officers.  The Seller shall have delivered to the Purchaser at the
----------------------
Closing  a  resolution  of the Board of Directors of the Company electing Steven
Bonenberger  a  director,  President and Chief Executive Officer of the Company,
and  electing  Brent  Fouch a director, Secretary and Chief Financial Officer of
the  Company.

          (d)     Resignations of Directors and Officers.  The Seller shall have
                  --------------------------------------
delivered  to  the  Purchaser  at  the Closing, following the election of Steven
Bonenberger  and  Brent  Fouch  as  directors  and  officers of the Company, the
written  resignations  of all of the directors and officers of the Company other
than  Steven  Bonenberger  and  Brent  Fouch.


                                        4
<PAGE>
          (e)     Corporate  Records,  etc.  The  Seller shall have delivered to
                  ------------------------
the  Purchaser  the  originals  of the Articles of Incorporation, Bylaws, minute
books,  and other corporate governance materials used since the inception of the
Company.

          (f)     The  Seller  shall  have  agreed  to assume obligation for the
expenses  incurred  by  the  Company  which  are  set forth on Exhibit A to this
                                                               ---------
Agreement.

     7.     Conditions  Precedent to Obligations of the Seller.  All obligations
            --------------------------------------------------
of  the  Seller under this Agreement are subject to the fulfillment, prior to or
at  the  Closing,  of  the  following  conditions:

          (a)     Representations  and  Warranties  True at Closing.  The
                  -------------------------------------------------
representations  and  warranties of the Purchaser herein shall be deemed to have
been  made  again  at  the Closing, and then be true and correct, subject to any
changes  contemplated by this Agreement.  The Purchaser shall have performed all
of the obligations to be performed by the Purchaser hereunder on or prior to the
Closing.

          (b)     Payments.  The Purchaser shall have delivered the payments for
                  --------
the  Series A, the Series B and the Series C Preferred Stock as provided herein.

     8.     The  Nature  and  Survival  of  Representations,  Covenants  and
            ----------------------------------------------------------------
Warranties.  All  statements and facts contained in any memorandum, certificate,
----------
instrument,  or  other  document delivered by or on behalf of the parties hereto
for  information  or  reliance  pursuant  to  this  Agreement,  shall  be deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  shall  expire  one  year  following  the  Closing.

     9.     Records  of  the  Company.  For a period of five years following the
            -------------------------
Closing,  the  books  of  account  and  records of the Company pertaining to all
periods prior to the Closing shall be available for inspection by the Seller for
use  in  connection  with  tax  audits.

     10.     Further  Conveyances and Assurances.  After the Closing, the Seller
             -----------------------------------
and  the  Purchaser,  each,  will,  without  further  cost  or  expense  to,  or
consideration  of any nature from the other, execute and deliver, or cause to be
executed  and  delivered,  to  the  other,  such  additional  documentation  and
instruments  of  transfer  and  conveyance, and will take such other and further
actions,  as  the  other  may  reasonably  request  as  more completely to sell,
transfer and assign to and fully vest in the Purchaser ownership of the Series A
Preferred  Stock  and  the  Series  C  Preferred  Stock  and  to  consummate the
transactions  contemplated  hereby.

     11.     Closing.  The  Closing  of  the  sale  and  purchase  contemplated
             -------
hereunder  shall  be  on or before November 30, 2004, subject to acceleration or
postponement  from  time  to  time  as the Seller and the Purchaser may mutually
agree.

     12.    Deliveries at the Closing by the Seller.  At the Closing the Seller:
            ---------------------------------------

          (a)     Shall  deliver  to  the  Purchaser  certificates  representing
19,000,000  shares  of  the  Series  A Preferred Stock, 10,000,000 shares of the
Series B Preferred Stock, and 10,000,000 shares of the Series C Preferred Stock,
duly  endorsed by the Seller, free and clear of all liens, claims, encumbrances,
and  restrictions  of  every  kind except for the restrictive legend required by
Paragraph  3  hereof.

          (b)     The  Seller  shall  deliver  the  resolution  of  the Board of
Directors  of  the Company electing Steven Bonenberger and Brent Fouch directors
and  officers  of  the  Company  described  in  Paragraph  6(c)  hereof.

          (c)     The  Seller  shall  deliver  the  resignations  of  all of the
directors  and  officers of the Company, other than Steven Bonenberger and Brent
Fouch,  as  described  in  Paragraph  6(d)  hereof.

          (d)     The  Seller  shall  deliver  any  other  document which may be
necessary  to  carry  out  the  intent  of  this  Agreement.


                                        5
<PAGE>
     13.     Deliveries  at  the  Closing by the Purchaser.  At the Closing, the
             ---------------------------------------------
Purchaser  shall  deliver  to  the  Seller  the  following:

          (a)     The sum of $205,000 to be paid by wire transfer in immediately
available funds.  The funds shall be wired to the Glast, Phillips & Murray Trust
Account,  Norman  T.  Reynolds, Esq., at Gateway National Bank, 12655 N. Central
Expressway  Suite  100  Dallas,  Texas  75238, Routing Number 111010060, Account
Number  1714724.

          (b)     The  Purchaser  shall  deliver any other document which may be
necessary  to  carry  out  the  intent  of  this  Agreement.

     14.     No Assignment.  This Agreement shall not be assignable by any party
             -------------
without  the  prior written consent of the other parties, which consent shall be
subject  to  such  parties'  sole,  absolute  and  unfettered  discretion.

     15.     Brokerage.  The  Seller  and  the  Purchaser agree to indemnify and
             ---------
hold  harmless each other against, and in respect of, any claim for brokerage or
other  commissions  relative to this Agreement, or the transactions contemplated
hereby,  based  in  any  way  on  agreements,  arrangements,  understandings  or
contracts  made  by  either  party  with  a  third  party or parties whatsoever.

     16.     Attorney's  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for  enforcement  of  the  covenants contained in this Agreement, the
parties  hereby covenant and agree that the party or parties who are found to be
in  violation  of  said  covenants  shall  also  be  liable  for  all reasonable
attorney's  fees  and costs of court incurred by the other party or parties that
bring  suit.

     17.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by each of the
parties  hereto,  and  his respective heirs, executors, administrators, personal
representatives,  successors  and  permitted  assigns.

     18.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

     19.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     20.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     21.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     22.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     23.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.


                                        6
<PAGE>
     24.     Law  Governing.  This  Agreement shall be construed and governed by
             --------------
the  laws  of  the  State  of  Nevada.

     25.     Entire  Agreement.  This  instrument  and  the  attachments  hereto
             -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

          IN  WITNESS  WHEREOF,  this  Agreement  has  been executed in multiple
counterparts  on  the  date  first  written  above.



                                     ------------------------------------
                                     ROBERT C. SIMPSON


                                     PALOMAR ENTERPRISES, INC.



                                     By
                                       ----------------------------------
                                       Steven Bonenberger, President


Attachment:
Exhibit A - Obligations of the Company


                                        7
<PAGE>



                                    EXHIBIT A
                           OBLIGATIONS OF THE COMPANY



<PAGE>