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<FN>
<F2>NOTE 2-RELATED PARTY TRANSACTIONS
    Hill Investors, Inc. ("Hill"), an affiliate of Mr. Ling, has entered into a
three year management consulting agreement with the Company whereby Hill
provides certain management consulting services, receiving therefor a monthly
fee of $7,500.  In the event of the death or disability of Mr. Ling or a
reorganization of the Company occurs during the term of the agreement, the
agreement shall automatically terminate (in the case of Mr. Ling's death or
disability) or, in the case of a reorganization, the agreement may be termined
at Mr. Ling's option.  Upon any such termination for the foregoing reasons such
payments shall continue for a period of 36 months from the date of such
termination.  Mr. Ling presently devotes the majority of his working time and
efforts to the business and affairs of the Company and expects to continue
doing so for the foreseeable future.  Under the terms of the agreement, the
Company is obligated to provide to Hill suitable office facilities and to
reimburse it for expenses incurred in connection with Hill's or Mr. Ling's
services to the Company including without limitation the cost of providing an
automobile and health and life insurance for Mr. Ling.  Pursuant to the
agreement, Hill is obligated to certain covenantts of confidentiality and
non-competition and is entitled to receive the benefits of indemnification
against damages and cost of defense of litigation or claims resulting from
certain acts in the course of performance of its or Mr. Ling's management
duties as provided for in the Company's by-laws.  Hill provided consulting
services at a cost of $60,000 in 1995 and $82,850 in 1994.

   Contemporaneously with the formation of the Company in October 1992, Hill
was issued 1,750,000 shares of the Company's common stock (the "Shares") in
consideration for Hill's: (i) assignment to the Company of its working interest
in the Smith Well in Holmes County, Mississippi; (ii) causing other
unaffiliated persons who owned substantially all of the remaining working
interest in the Smith Well to assign their interests in the well to the Company
<F12>NOTE 2-Continued....
in consideration for Hill's transfer to them of a total of 236,422 of the
Shares; and, (iii) making available to the Company the opportunity to enter
into the farmout agreement which had been negotiated by Hill with Richmond
Petroleum Inc., under which the Company subsequently earned its interest in the
Richmond acreage.  Of the Shares assigned by Hill to owners of interests in the
Smith Well, 29,400 shares were transferred to Clyde Skeen Business Consultants,
Inc., the majority of the stock of which is owned by Clyde E. Skeen, Secretary,
Treasurer and a Director of the Company.  Additionally, for services rendered
in the formation of the Company, Hill assigned to three persons a total of
87,500 of the Shares, including 50,000 shares to Clyde Skeen Business
Consultants, Inc.  Clyde Skeen Business Consultants, Inc. provided consulting
services at a cost of $21,000 in 1995 and $36,000 in 1994.

    As a result of the Texoil transaction described in Note 3 below, the
Company now owns approximately 23 percent of Texoil Energy Limited's common
stock and 100 percent of the 6% preferred stock.  If the 6% preferred stock
were converted into Texoil common stock, Empiric would own approximately 34
percent of Texoil's outstanding common stock.  The Company has no plans to
convert the preferred stock into common stock.  In addition, the Present of the
Company is now a director of Texoil.

   As explained in Note 6 below, on December 31, 1995, senior secured notes
totaling $267,520 were issued to two stockholders.
<F3>NOTE 3-ACQUISITION AND SALE OF OIL AND GAS PROPERTIES
   In 1992, the Company acquired undivided interests in a producing well
located in Mississippi.  Current production from this well is being retained by
the operator of the well to offset costs it incurred in a major reworking
program.  Upon receipt of full payment and satisfaction of this obligation,
future revenue will revert to Empiric.  This property has been recorded at its
fair market value of $1.6 million.  This value was based on the discounted
value of estimated reserves of the property less a provision for all claims and
encumbrances which may be assessed against the property as estimated by
management.  The estimated reserves were determined in an independent appraisal
by outside professional engineers.  In exchange for this property and other
valuable assets, including the opportunity to acquire the working interests in
the Panhandle property and for obtaining the initial financing to form the
company, 1.75 million shares of stock and $125,000 in convertible senior notes
were issued.

    In 1993, the Company acquired an additional 28.5% undivided interest in
property in the Texas Panhandle.  This additional interest was acquired for the
assumption of the debts of the former operator (balances still owed to these
vendors are included in vendors payable on the balance sheet) and included a
substantial amount of supplies.  The amount of the debts assumed plus other
expenditures related to the transaction totaled approximately $450,000.  Part
of this additional interest in the property was sold shortly thereafter for
$450,000.  The supplies were used on the Company's projects in the Panhandle.

   Also in 1993, the Company acquired a lease on the property known as the
"Brent Ranch" for $100,000.  This transaction is discussed further in Note 9.

   Pursuant to an agreement dated March 23, 1995, between the Company and
Texoil Energy, Ltd. (Texoil), a Canadian corporation, Texoil acquired one-half
<F13>NOTE 3-Continued....
of the Company's interest in approximately 9,300 acres of oil and casinghead
gas leases in Moore and Potter Counties, Texas, including the 7,000 acres on
the Brent Ranch, and 225,000 shares of the Company's common stock.  In
consideration, the Company received $128,750 cash and a $121,250 note due in
August 1995, 1,000,000 shares of Texoil Common stock and $750,000 principal
amount of 6% preferred stock, convertible into 750,000 shares of Texoil Common
Stock.  Under the terms of the agreement, acreage at a total estimated cost of
approximately $2,000,000.  The proceeds of the $121,250 note and the proceeds
of the private placement will be used to fund the Company's obligations under
the Texoil Agreement.  Texoil will pay two-thirds of the drilling and testing
costs and will share the completion costs equally with the Company.  No work is
presently being conducted under this agreement due to pending litigation which
is discussed in Note 9.

    On December 21, 1995, the Company entered into an agreement with Lyon
Operating Co., Inc. for the purchase of an undivided 72% of the leasehold or
working interest in approximately 1,223 acres of land situated in Clay and Jack
Counties, Texas.  For this interest the Company paid $30,000 cash, a promissory
note for $35,000 with interest at 8% payable on or before March 21, 1996, and
20,000 shares of the Company's stock.
<F9>NOTE 9-LEGAL PROCEEDINGS
   The lessors of the Brent Ranch filed a lawsuit in the District Court of
Moore County, Texas, on July 19, 1995, against Empiric for damages and
termination of the Oil and Casinghead Gas Lease between the parties dated
October 7, 1993, as amended.  Plaintiffs allege that the Company breached the
terms of the lease by:  (i) failing to plug and abandon six wells on the lease
drilled by others; (ii) failing to pay liquidated damage payments by July 15,
1995, for four wells that were required to be drilled by June 22, 1995, but
were not drilled; (iii) breach of implied covenants and expressed covenants in
the lease to reasonably develop the lease; and, (iv) failing to make minimum
royalty payments due under the lease.  Plaintiffs seek damages, termination of
the lease, court costs, attorney's fees and interest.

    The Company received service of process on July 25, 1995, and based on
initial discussions with counsel, believes that the activities undertaken by
it, or on its behalf by the operator, with respect to the four wells including
staking the drillsite, signing a drilling contract, obtaining permits from the
Texas Railroad Commission, contracting for surface preparation, completion of
geological studies and other activities intended in good faith to result in
completion of drilling these wells constitutes commencement of drilling as
required by the lease.  Management intends to vigorously defend the lawsuit.
With respect to the claim for damages for failure to plug and abandon the six
wells, Management believes that any damages would be minimal.  The contractor
who has agreed to plug the wells has been paid and is scheduled to complete the
work by August 30, 1995.  As a safeguard, the Company has a bid from a second
contractor to plug the wells at a cost of $21,000.  In either case, the Company
is entitled to the usable equipment recovered from the wells.

    On September 8, 1995, the Plaintiffs filed a motion seeking partial summary
judgment on only the alleged breach of contract issue, i.e., liability and
<F14>NOTE 9-Continued....
damages resulting from the Company's alleged failure to commence the four
required wells, to plug the six inactive wells drilled by others, and to remove
surface equipment and debris from portions of the property by certain specified
agreed dates.  The Company responded to such motion alleging that its
activities prior to the agreed deadline date were sufficient to consitute
commencement of the wells.  Additionally, the Company challenged the amount of
damages asserted by the Plaintiffs for alleged falure to plug the inactive
wells and the alleged extent of and asserted damages resulting from failure to
perform the cleanup work.

    On October 31, 1995, the Court determined that the Company failed to
commence the four required wells by the stated deadline and, as a result, the
Company is liable to the lessors in the amount of $200,000.  The Court further
determined that the Company failed to plug the six inactive wells, although the
amount of damages resulting from such failure ($66,000 asserted by the
Plaintiffs, and inconsequential as asserted by the Company) are to be
determined on trial of the case on its merits.  The Court further decided the
Plaintiffs are entitled to reasonable attorneys' fees from the suit, the amount
of which will be determined at trial.  Finally, the Court refused to find the
Company liable for any cleanup work other than with regard to the six inactive
wells.

   The company intends to appeal the Court's granting of the $200,000 damages
for alleged failure to timely commence the four wells.

   On February 1, 1996, the Company executed a Compromise and Settlement
Agreement which is being circulated for signature by the numerous Plaintiffs.
It is scheduled for closing on February 29, 1996, but it cannot be determined
whether it will be closed on that time or under the terms in the agreement.
<F15>NOTE 9-Continued....
The major terms of the agreement are: the Company will release ALL interests in
the Brent Ranch; the Company will pay $25,000 cash at closing; the Company will
complete plugging and site cleanup of the six "inactive wells" drilled by
others; and, the suit will be dismissed and mutual global releases will be
signed.
<F1>NOTE 1-EARNINGS PER SHARE
    Primary earnings per share amounts are computed based on the weighted
average number of shares actually outstanding plus the shares that would be
outstanding assuming conversion of the senior convertible notes payables which
are considered to be common stock equivalents.  Net loss has been adjusted for
interest expense (net of tax) on the convertible debt.  The number of shares
used in the computations were 3,933,019 in 1995 and 3,734,186 in 1994.  Fully
diluted earnings per share amounts are not presented because they are not
materally dilutive.
</FN>
        

</TABLE>