Edgar Filing: HATHAWAY J BENJAMIN

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

PYRAMID OIL COMPANY

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

747215 10 1

(CUSIP Number)

Christopher J. Husa
Heller Ehrman LLP
601 South Figueroa Street, 40th Floor
Los Angeles, CA 90017-5758
(213) 689-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

June 7, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

SCHEDULE 13D

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CUSIP No. 747215 10 1 Page 2 of 22 Pages
------------------------------------- ---------------------

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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 J. Benjamin Hathaway I.D. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X| (b) |_|
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)|_|
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 516,908
BENEFICIALLY---------------------------------------------------------------
OWNED BY
EACH
REPORTING
PERSON
WITH
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING --------------------------------------------------------------
PERSON9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

1,388,485
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH R

1,388,485
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

55.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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CUSIP No. 747215 10 1 Page 3 of 22 Pages
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--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Jean E. Hathaway I.D. No.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)|_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 301,709
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,388,485
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,388,485
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES
CERTAIN SHARES*|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

55.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

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CUSIP No. 747215 10 1 Page 4 of 22 Pages
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--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Henry D. Hathaway I.D. No.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 260,409
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 31,800
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

1,388,485
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,388,485
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

55.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

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CUSIP No. 747215 10 1 Page 5 of 22 Pages
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--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John J. Hathaway I.D. No. -
-----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 263,309
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 14,350
REPORTING -------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER

0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

1,388,485
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,388,485
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

55.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

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Page 6 of 22 Pages
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Explanatory Note

This Report on Schedule 13D is being filed jointly by the persons listed in
Item 2 below, which persons are collectively referred to as the "Reporting
Persons", to disclose the matters described in Item 4 with respect to the shares
of common stock of Pyramid Oil Company beneficially owned by Mr. J. Benjamin
Hathaway and certain members of Mr. J. Benjamin Hathaway's family. This joint
filing hereby amends the Report on Schedule 13D dated December 24, 1992 that was
filed with the Securities and Exchange Commission (the "Commission") by J.
Benjamin Hathaway, as amended on January 5, 1996 and on May 1, 2002. The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are thus
eligible to make a joint filing under Rule 13d-1(k) promulgated under the
Exchange Act.

Item 1. Security and Issuer.

(a) The name of the issuer is Pyramid Oil Company (the "Issuer").

(b) The address of the Issuer's principal executive office is 2008 21st
Street, Bakersfield, CA 93301.

(c) The title of the class of securities to which this statement relates
is the common stock, no par value, of the Issuer (the "Common Stock").

Item 2. Identity and Background.

This report is being filed jointly by (i) J. Benjamin Hathaway, (ii) Jean
E. Hathaway, (iii) Henry D. Hathaway and (iv) John J. Hathaway in connection
with the sale of all 1,388,485 shares of Common Stock of the Issuer beneficially
owned by the Reporting Persons to an unaffiliated third party. A copy of the
Joint Filing Agreement among the Reporting Persons is set forth on Exhibit A
hereto.

(a) The Reporting Persons are J. Benjamin Hathaway, Jean E. Hathaway,
Henry D. Hathaway and John J. Hathaway.

(b) The address of each Reporting Person is set forth below:

J. Benjamin Hathaway 17150 Advantage Pointe Dr., Bakersfield, CA 93306
Jean E. Hathaway 161 Acacia Ave., Oroville, CA 95966
Henry D. Hathaway PO Box 161473, Big Sky, MT 61473
John J. Hathaway PO Box 96085, Las Vegas, NV 89193

(c) Mr. J. Benjamin Hathaway is retired. Although Mr. J. Benjamin Hathaway
is currently a director of the Issuer, he intends to resign from that
position as of the closing date of the sale. The principal business
address of the Issuer is set forth in Item 1 hereof. Mr. Jean E.
Hathaway and Mr. Henry D. Hathaway are retired. Mr. John J. Hathaway
is currently employed as a Field Inspector for Criterium McWilliams.
The principal business address of Criterium McWilliams is 879 Judi
Place, Boulder City, NV 89005.

(d) None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last 5 years.

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Page 7 of 22 Pages
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(e) None of the Reporting Persons was a party to any civil proceeding
during the last five years as a result of which he has been subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

(f) Each of the Reporting Persons is a citizen of the United States of
America.

Item 3. Source and Amount of Funds and Other Consideration.

The transaction reported on this Schedule 13D involves the disposition
of Issuer Common Stock by the Reporting Persons as described in Item 4
below. Consequently, Item 3 is not applicable.

Item 4. Purpose of Transaction.

On June 7, 2005, the Reporting Persons executed a Stock Purchase
Agreement (a copy of which is attached hereto as Exhibit B) to sell all
1,388,485 shares of the Issuer's Common Stock beneficially owned by them to
an unaffiliated third party in a privately negotiated sale for the purchase
price of $2.50 per share, or $3,471,212.50 in the aggregate. As part of the
agreement, Mr. J. Benjamin Hathaway will tender his resignation from his
position as a member of the Board of Directors of the Issuer as of the
closing of the sale. It is the understanding of the Reporting Persons that
the remaining members of the Board of Directors have indicated their
intention to appoint the unaffiliated third party purchaser to the board of
directors upon Mr. J. Benjamin Hathaway's resignation. Upon the closing of
such sale, which is currently contemplated to occur on June 17, 2005, the
Reporting Persons will cease to be the beneficial owners of any shares of
Common Stock of the Issuer and will promptly file with the Commission a
joint final amendment to this Report on Schedule 13D to reflect that the
Reporting Persons will no longer file reports with regard to the Issuer's
Common Stock.

Except as set forth herein, the Reporting Persons have no current
plans or proposals that relate to or would result in:

(a) the acquisition or disposition of securities of the Issuer;

(b) an extraordinary corporate transaction involving the Issuer or
any subsidiary;

(d) any changes in the Issuer's board of directors or management;

(e) any material change in the Issuer's capitalization or dividend
policy;

(f) any other material change in the Issuer's business or corporate
structure;

(g) changes in the Issuer's charter or bylaws or other actions that
may impede the acquisition of control of the Issuer;

(h) causing the Issuer's securities to cease to be quoted on the OTC
Bulletin Board;

(i) the Issuer's securities becoming eligible for termination of
registration under the Securities Exchange Act of 1934, as
amended (the "34 Act"); or

(j) any similar action.

While the Reporting Persons have no current plans or proposals with
respect to the matters described above, except as indicated above, the

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Page 8 of 22 Pages
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Reporting Persons are not precluded from making or supporting in the future
such plans or proposals as they believe appropriate. The Reporting Persons
may consult with each other or act together with respect to the
acquisition, disposition or voting of the Issuer's securities.

Item 5. Interest in Securities of the Issuer.

(a) Mr. J. Benjamin Hathaway is the beneficial owner of 1,388,485 shares
of Common Stock, or approximately 55.7% of the outstanding Common
Stock, representing the aggregate of (i) 516,908 shares that he holds
directly, and (ii) 871,577 shares that are held by the other Reporting
Persons which he beneficially owns as a member of a group as described
herein.

Mr. Jean E. Hathaway is the beneficial owner of 1,388,485 shares of
Common Stock, or approximately 55.7% of the outstanding Common Stock,
representing the aggregate of (i) 301,709 shares that he holds directly,
and (ii) 1,086,776 shares that are held by the other Reporting Persons
which he beneficially owns as a member of a group as described herein.

Mr. Henry D. Hathaway is the beneficial owner of 1,388,485 shares of
Common Stock, or approximately 55.7% of the outstanding Common Stock,
representing the aggregate of (i) 260,409 shares that he holds directly,
(ii) 31,800 shares that he holds in joint tenancy with his wife, and (iii)
1,096,276 shares that are held by the other Reporting Persons which he
beneficially owns as a member of a group as described herein.

Mr. John J. Hathaway is the beneficial owner of 1,388,485 shares of
Common Stock, or approximately 55.7% of the outstanding Common Stock,
representing the aggregate of (i) 263,309 shares that he holds directly
(ii) 14,350 shares that he holds in joint tenancy with his wife, and (iii)
1,110,826 shares that are held by the other Reporting Persons which he
beneficially owns as a member of a group as described herein.

By virtue of (a) the desire of the Reporting Persons to act
collectively in the sale of their shares of Common Stock and (b) the
continuing possibility that the Reporting Persons will otherwise act
together with respect to the Issuer's securities, as described in Item 4
hereof, each of the Reporting Persons may be deemed for purposes of Section
13(d) of the 34 Act, and Regulation 13D under the 34 Act, to be the
beneficial owner of all of the 1,388,485 shares of Common Stock owned by
all of the Reporting Persons.

(b) The following table provides information as to the number of shares of
Common Stock as to which each person named above in Item 5(a) has sole
power to vote or direct the vote, shared power to vote or direct the
vote, sole power to dispose of or direct the disposition of, or shared
power to dispose of or direct the disposition of:

Power to Name Power
to Vote Dispose or Direct Disposition Sole Shared Sole Shared J.
Benjamin Hathaway 516,908 0 0 1,388,485 Jean E. Hathaway 301,709 0 0
1,388,485 Henry D. Hathaway 260,409 31,800 0 1,388,485 John J.
Hathaway 263,309 14,350 0 1,388,485

Power to
Name Power to Vote Dispose or Direct Disposition
Sole Shared Sole Shared
J. Benjamin Hathaway 516,908 0 0 1,388,485
Jean E. Hathaway 301,709 0 0 1,388,485
Henry D. Hathaway 260,409 31,800 0 1,388,485
John J. Hathaway 263,309 14,350 0 1,388,485

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Page 9 of 22 Pages
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(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.

To the best knowledge of the Reporting Persons, except as disclosed
herein, there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any other person with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss or the giving or withholding of proxies, or a pledge or contingency
the occurrence of which would give another person voting power of
securities of the Issuer.

Item 7. Material to be filed as Exhibits.

Exhibit A Joint Filing Agreement

Exhibit B Stock Purchase Agreement dated as of June 7, 2005, among the
Reporting Persons and Michael D. Herman.

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Page 10 of 22 Pages
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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this amendment to Report on Schedule
13D is true, complete and correct.

Dated: June 9th, 2005

/s/ J. BENJAMIN HATHAWAY
____________________________
J. Benjamin Hathaway

/s/ JEAN E. HATHAWAY
_____________________________
Jean E. Hathaway

/s/ HENRY D. HATHAWAY
_____________________________
Henry D. Hathaway

/s/ JOHN J. HATHAWAY
_____________________________
John J. Hathaway

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Page 11 of 22 Pages
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EXHIBIT INDEX

Exhibit A Joint Filing Agreement

Exhibit B Stock Purchase Agreement dated as of June 7, 2005, among the
Reporting Persons and Michael D. Herman.

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Page 12 of 22 Pages
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EXHIBIT A
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a Report on Schedule D (including amendments thereto) with respect to the
common stock of Pyramid Oil Company and further agree that this agreement be
included as an exhibit to such filing. Each party to this agreement expressly
authorizes each other party to file on its behalf any and all amendments to such
Report. Each party to this agreement agrees that this joint filing agreement may
be signed in counterparts.

In evidence whereof, the undersigned have caused this agreement to be
executed on their behalf this 9th day of June, 2005.

/s/ J. BENJAMIN HATHAWAY
_____________________________
J. Benjamin Hathaway

/s/ JEAN HATHAWAY
______________________________
Jean E. Hathaway

/s/ HENRY D. HATHAWAY
______________________________
Henry D. Hathaway

/s/ JOHN J. HATHAWAY
______________________________
John J. Hathaway

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Page 13 of 22 Pages
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EXHIBIT B
STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
this 7th day of June, 2005, by and among J. Benjamin Hathaway, Jean Hathaway,
Henry D. Hathaway and John J. Hathaway (collectively referred to as "Sellers"),
and Michael D. Herman ("Purchaser"), with reference to the following:

A. Sellers, either directly or jointly with their wives, hold the number of
shares of Common Stock, no par value, of Pyramid Oil Company, a California
corporation (the "Company"), set forth opposite their respective names on
Exhibit A hereto, aggregating 1,388,485 shares (the "Shares") and constituting
approximately 56% of the outstanding shares of Common Stock of the Company.

B. Sellers severally desire to sell and Purchaser desires to purchase and
acquire the Shares, all on the terms set forth in this Agreement.

Accordingly, in consideration of the mutual covenants contained herein, the
parties agree as follows:

1. Sale and Purchase

1.1 Sale and Purchase of Shares. On the basis of the representations and
warranties and upon the terms and conditions hereinafter set forth, on the
Closing Date (as hereinafter defined), Sellers hereby severally agree to sell,
transfer and assign to Purchaser, and Purchaser agrees to purchase, acquire and
accept, the number of Shares set forth opposite their respective names on
Exhibit A hereto. The certificates evidencing the Shares shall be without
restrictive legend and shall be accompanied by such duly executed instruments of
transfer and assignment as Purchaser and its counsel may reasonably require.
Although the obligations of Sellers in this Agreement are several and not joint,
all of the Shares must be sold, assigned and transferred to Purchaser on the
Closing Date in consideration of the full purchase price set forth in Section
1.2 hereof, if any are so sold, assigned and transferred, and Sellers'
obligations hereunder shall be to deliver all of the Shares against payment of
the full purchase price for the Shares. Notwithstanding the foregoing, the
parties understand and acknowledge that 2,000 of the Shares owned beneficially
by Jean E. Hathaway are held in the "street name" of a brokerage firm, and that
the certificate representing such Shares will not be available for delivery to
Purchaser at the Closing. The parties agree that the failure to deliver the
certificate representing such 2,000 Shares at the Closing will not prevent or
delay the Closing. Jean E. Hathaway hereby agrees to provide such certificate
after the Closing, accompanied by such duly executed instruments of transfer and
assignment as Purchaser and its counsel may reasonably require, as soon as he
receives such certificate from the brokerage firm.

1.2 Non-Refundable Deposit. Within one day after full execution of this
Agreement, Purchaser shall pay to Sellers, by wire transfer to Sellers' counsel
Heller Ehrman LLP, a deposit in the amount of $15,000 which shall be applied
toward the purchase price at the Closing. In the event Purchaser fails to
consummate the transaction contemplated hereby for any reason other than a
failure or refusal by any Seller to consummate the transaction, then Sellers
shall be entitled to retain said sum as a cancellation fee. If any Seller fails
or refuses to consummate the transaction contemplated hereby, and Purchaser was
ready, willing and able to consummate the transaction, then such sum shall be
promptly returned to Purchaser by Sellers. The parties acknowledge and agree
that the $15,000 deposit shall not be deemed to be liquidated damages and shall
not limit the damages that may be recoverable or the remedies that may be
available to any party in the event of a breach of this Agreement by any other
party.

1.3 Purchase Price. The full purchase price for the Shares shall be the sum
of $3,471,212.50 ($2.50 per share), which will be paid (less any deposit
previously paid) by wire transfer to Heller Ehrman LLP on the Closing Date for
distribution to each of the Sellers in the amounts as set forth opposite their
names on Exhibit A hereto.

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Page 14 of 22 Pages
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1.4 Board Seat. On the Closing Date, J. Benjamin Hathaway shall resign from
his position as a Director of the Company. It is the understanding of the
parties that the remaining members of the Board of Directors have indicated
their intention to appoint Michael D. Herman as a Director to fill the resultant
vacancy on the Board.

2. Closing

The consummation of the sale and purchase contemplated by this Agreement shall
take place at the offices of Heller Ehrman LLP at 10:00 a.m. on or before June
17, 2005, or at such other time and date as shall be agreed upon by Sellers and
Purchaser (the "Closing"), such time and date being hereinafter referred to as
the "Closing Date." The parties shall each use their reasonable commercial
efforts to satisfy the conditions to closing and cause the purchase and sale to
take place.

3. Representations and Warranties of Sellers

Each Seller hereby severally, and not jointly, represents and warrants to
Purchaser as follows:

3.1 Ownership. Seller will transfer, assign and deliver to Purchaser at the
Closing Date good and marketable title to the Shares, free and clear of all
claims, charges, claims, encumbrances or equities of any kind or description.
Apart from the Shares, Seller neither directly nor indirectly holds or owns any
equity or proprietary interest in the Company.

3.2 Authorization. Seller has the right, power and authority to enter into
and to carry out the terms and provisions of this Agreement, and this Agreement
is the legal, valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency and other laws affecting the enforcement of creditors'
rights generally and by equitable principles (whether at law or in equity).

3.3 Spousal Consent. Seller has obtained consent from his spouse (if
applicable) to the sale of the Shares as contemplated hereby in the form of
Exhibit B hereto, or consent of such Seller's spouse (if applicable) is not
required in order to consummate the sale of the Shares contemplated by this
Agreement.

4. Representations and Warranties of Purchaser

Purchaser hereby represents and warrants to Sellers as follows:

4.1 Capacity. Purchaser is an individual resident of Colorado Springs,
Colorado with legal capacity to enter into this Agreement and perform his
obligations hereunder.

4.2 Authorization. Purchaser has the right, power and authority to enter
into and to carry out the terms and provisions of this Agreement, and this
Agreement is the legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and by equitable principles (whether
at law or in equity).

5. Conditions Precedent to Purchaser's Obligation to Close

The obligation of Purchaser to consummate the purchase of the Shares as
contemplated by this Agreement is expressly subject to the satisfaction, on or
prior to the Closing Date, of all of the following conditions (compliance with
which or the occurrence of which may be waived in whole or in part by Purchaser
in writing):

5.1 Representations and Warranties. Except as may otherwise be permitted by
this Agreement, all representations and warranties of Sellers contained in this
Agreement shall be true and correct as of the Closing Date as if made at and as
of such date.

5.2 Covenants. Sellers shall have performed and satisfied all covenants and
conditions required by this Agreement to be performed or satisfied by them on or
prior to the Closing Date.

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Page 15 of 22 Pages
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5.3 Absence of Litigation. No action or proceedings shall have been
instituted or threatened prior to or at the Closing Date before any court or
governmental body or authority pertaining to the acquisition by Purchaser of the
Shares hereunder, the result of which could prevent or make illegal the
consummation of such acquisition.

6. Conditions Precedent to Sellers' Obligations to Close

The obligations of Sellers hereunder to consummate the sale of the Shares
as contemplated by this Agreement are expressly subject to the satisfaction on
or prior to the Closing Date of all of the following conditions (compliance with
which or the occurrence of which may be waived in whole or in part in writing by
Sellers):

6.1 Representations and Warranties. Except as may otherwise be permitted by
this Agreement, all representations and warranties of Purchaser contained in
this Agreement shall be true and correct as of the Closing Date as if made at
and as of such date.

6.2 Covenants. Purchaser shall have performed and satisfied all covenants
and conditions required by this Agreement to be performed or satisfied by it on
or prior to the Closing Date.

6.3 Absence of Litigation. No action or proceedings shall have been
instituted or threatened prior to or at the Closing Date before any court or
governmental body or authority pertaining to the sale by Sellers of the Shares
hereunder, the result of which could prevent or make illegal the consummation of
such sale.

7. Miscellaneous

7.1 Brokers and Finders. Sellers and Purchaser each represent to each other
that they have not retained any broker or finder and are not paying any broker's
or finder's fee in connection with the transactions contemplated by this
Agreement, except for fees payable to D.A. Davidson & Co., for which Sellers
shall be solely responsible.

7.2 Purchase for Investment. Purchaser represents that the Shares are being
purchased for investment for its own account and not with a view to the
distribution or resale of any of such Shares.

7.3 Expenses. Sellers agree to pay all expenses incurred by them in
connection with or arising out of this Agreement and the transactions
contemplated hereby, including, but not limited to, all fees and expenses of
their counsel and of D.A. Davidson & Co. Purchaser agrees to pay all expenses
incurred by it in connection with or arising out of this Agreement, including,
but not limited to, all fees and expenses of its counsel.

7.4 Termination of Representations. All representations and warranties of
Sellers in this Agreement shall terminate immediately upon the consummation of
the sale and purchase of the Shares under this Agreement, other than the
representations and warranties set forth in Section 3.1 hereof, which shall
survive the consummation of such sale and purchase.

7.5 Lack of Reliance by Purchaser. Purchaser acknowledges that it has had
an opportunity to review the publicly available information concerning the
Company, to conduct due diligence at the Company's offices and to otherwise
independently satisfy itself as to the business affairs, financial results and
condition, capitalization, operations and prospects of the Company, and that it
is not relying on any information or assurances given by Sellers with respect to
any such matters.

7.6 Notices. Any notice or other communications required or permitted
hereunder shall be in writing, and shall be deemed to have been given when
personally delivered, when delivered by overnight courier or twenty-four hours
after being placed in the United States mail, registered, postage prepaid,
addressed as follows:

If to Sellers:

J. Benjamin Hathaway
17150 Advantage Pointe Dr.
Bakersfield, CA 93306

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with a copy to:

Neal H. Brockmeyer, Esq.
Heller Ehrman LLP
601 South Figueroa Street
Los Angeles, CA 90017

If to Purchaser:

By Mail:
Michael D. Herman
PO Box 60446
Colorado Springs, CO 80960

By Overnight Courier or Personal Delivery:
Michael D. Herman
4745 Broadlake View
Colorado Springs CO 80906

with a copy to:

Julia K. O'Neill, Esq.
The Feinberg Law Group, LLC
57 River Street, Suite 204
Wellesley, MA 02481

Each of the parties shall be entitled to specify a different address by giving
notice as aforesaid.

7.7 Entire Agreement. This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No amendment, modification or waiver of this Agreement
shall be binding unless executed in writing by the party or parties to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.

7.8 Headings. Section and subsection headings are not to be considered part
of this Agreement and are included solely for convenience and reference and are
not intended to be full or accurate descriptions of the contents thereof.

7.9 Successors and Assigns. All of the terms, provisions and obligations of
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and
assigns. No party can assign its rights under this Agreement without the consent
of the other parties.

7.10 Governing Law. The parties agree that the validity, construction and
interpretation of this Agreement shall be governed by the laws of the State of
California.

7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each one of which shall be deemed an original, but all of which
shall constitute one and the same instrument. The exchange of copies of this
Agreement by facsimile transmitted electronically will constitute effective
execution and delivery of this Agreement, and signatures by facsimile
transmitted electronically will constitute original signatures for all purposes

7.12 Third Parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than Sellers and Purchaser any rights
or remedies under or by reason of this Agreement.

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7.13 Appointment of Agent. Each Seller hereby designates and appoints J.
Benjamin Hathaway as his agent and attorney-in-fact with full power and
authority to execute, deliver and receive on his behalf all notices, requests
and other communications under this Agreement; to fix and alter on his behalf
the date, time and place of the Closing; to waive, amend or modify any
provisions of this Agreement; and to take such other action on his behalf in
connection with this Agreement, the Closing and the transactions contemplated
hereby as such agent shall in his discretion deem appropriate. J. Benjamin
Hathaway agrees to act in such capacity.

7.14 Termination. This Agreement and the transactions contemplated hereby
(a) may be terminated at any time prior to the Closing by consent of Sellers and
Purchaser, and (b) shall automatically terminate if the Closing shall not have
occurred prior to June 15, 2005. In the event of termination by virtue of the
Closing not having occurred by such date, other than as a result of a breach by
Sellers or Purchaser of their or its covenants contained herein, this Agreement
shall thereafter become void and of no further force and effect.

7.15 Construction. The parties have each been represented by legal counsel
of their own choosing in connection with the negotiation of the terms of this
Agreement, and the terms shall be interpreted according to their fair meaning
without regard to whether this Agreement was prepared or drafted initially or
principally by either party or its counsel.

7.16 Public Announcement. No party shall issue any public announcement,
press release or similar publicity with respect to this Agreement or the sale
and purchase contemplated hereby, without the consent of the other parties,
except that Sellers can amend the Schedule 13D that they previously filed with
the Securities and Exchange Commission (the "SEC") and file the same with the
SEC, which amendment may include this Agreement as an exhibit.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first set forth above.

Sellers:

/s/ J. BENJAMIN HATHAWAY
_______________________
J. Benjamin Hathaway

/s/ JEAN HATHAWAY
________________________
Jean E. Hathaway

/s/ HENRY D. HATHAWAY
________________________
Henry D. Hathaway

/s/ JOHN J. HATHAWAY
________________________
John J. Hathaway

Purchaser:
/s/ MICHAEL D. HERMAN
________________________
Michael D. Herman

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Exhibit A

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------------------------------------------ --------------------------------- --------------------------------
Name and Address Number of Shares Purchase Price
------------------------------------------ --------------------------------- --------------------------------
------------------------------------------ --------------------------------- --------------------------------
J. Benjamin Hathaway 516,908 $1,292,270
17150 Advantage Pointe Dr.
Bakersfield, CA 93306
------------------------------------------ --------------------------------- --------------------------------
------------------------------------------ --------------------------------- --------------------------------
Jean E. Hathaway 301,709 $754,272.50
161 Acacia Ave.
Oroville, CA 95966
------------------------------------------ --------------------------------- --------------------------------
------------------------------------------ --------------------------------- --------------------------------
Henry D. Hathaway 292,209 $730,522.50
P.O. Box 161473
Big Sky, MT 61473
------------------------------------------ --------------------------------- --------------------------------
------------------------------------------ --------------------------------- --------------------------------
John J. Hathaway 277,659 $694,147.50
P.O. Box 96085
Las Vegas, NV 89193
------------------------------------------ --------------------------------- --------------------------------

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Exhibit B

Spousal Consent

Reference is hereby made to that certain Stock Purchase Agreement dated as
of June 7, 2005, by and among J. Benjamin Hathaway, Jean Hathaway, Henry D.
Hathaway and John J. Hathaway, and Michael D. Herman. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in such Agreement.

The undersigned is the spouse of J. Benjamin Hathaway, one of the Sellers
under the Agreement, and hereby acknowledges that she has read the foregoing
Agreement and knows its contents. The undersigned is aware that under the terms
of the Agreement, her spouse agrees to sell all of his Shares, including her
community property or joint tenancy interest therein, if any. The undersigned
hereby consents to the sale, approves the provisions of the Agreement and agrees
that the Shares and her interest in them, if any, are subject to the provisions
of the Agreement and that she will take any further actions necessary to
effectuate the provisions of the Agreement.

Dated: June 7, 2005
/s/ NANCY HATHAWAY
____________________
NANCY HATHAWAY

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Spousal Consent

The undersigned is the spouse of Henry D. Hathaway, one of the Sellers
under the Agreement, and hereby acknowledges that she has read the foregoing
Agreement and knows its contents. The undersigned is aware that under the terms
of the Agreement, her spouse agrees to sell all of his Shares, including her
community property or joint tenancy interest therein, if any. The undersigned
hereby consents to the sale, approves the provisions of the Agreement and agrees
that the Shares and her interest in them, if any, are subject to the provisions
of the Agreement and that she will take any further actions necessary to
effectuate the provisions of the Agreement.

Dated: June 7, 2005
/s/ MARION HATHAWAY
___________________
MARION HATHAWAY

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Spousal Consent

The undersigned is the spouse of John J. Hathaway, one of the Sellers under
the Agreement, and hereby acknowledges that she has read the foregoing Agreement
and knows its contents. The undersigned is aware that under the terms of the
Agreement, her spouse agrees to sell all of his Shares, including her community
property or joint tenancy interest therein, if any. The undersigned hereby
consents to the sale, approves the provisions of the Agreement and agrees that
the Shares and her interest in them, if any, are subject to the provisions of
the Agreement and that she will take any further actions necessary to effectuate
the provisions of the Agreement.

Dated: June 7, 2005
/s/ MARIA HATHAWAY
___________________
MARIA HATHAWAY

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Spousal Consent

The undersigned is the spouse of Jean Hathaway, one of the Sellers under
the Agreement, and hereby acknowledges that she has read the foregoing Agreement
and knows its contents. The undersigned is aware that under the terms of the
Agreement, her spouse agrees to sell all of his Shares, including her community
property or joint tenancy interest therein, if any. The undersigned hereby
consents to the sale, approves the provisions of the Agreement and agrees that
the Shares and her interest in them, if any, are subject to the provisions of
the Agreement and that she will take any further actions necessary to effectuate
the provisions of the Agreement.

Dated: June 7, 2005
/s/ MEREDITH HATHAWAY
_________________________
MEREDITH HATHAWAY