MERGER AGREEMENT

Agreement and Plan of Merger

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NAVIDEC INC | BPZ ENERGY INC. | Navidec Merger Corp., | Merger Corp.

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Title: MERGER AGREEMENT
Governing Law: Colorado Date: 8/10/2004
Industry: Computer Services Law Firm: Ballard Spahr Andrews & Ingersoll, LLP; BPZ Energy Inc. Sector: Technology

Merger of

BPZ ENERGY INC.

Into

NAVIDEC MERGER CORP.

A wholly owned subsidiary of

NAVIDEC, INC.

Dated July __, 2004

<PAGE>

MERGER AGREEMENT

MERGER AGREEMENT (this "Agreement"), dated as of July __, 2004, by and

among Navidec, Inc., a Colorado corporation ("Navidec"), Navidec Merger Corp., a

Colorado transitory corporation ("Merger Corp."), and BPZ Energy, Inc., a Texas

corporation ("BPZ"). Each of Navidec, Merger Corp. and BPZ is sometimes referred

to herein as a "Party" and together, as the "Parties."

W I T N E S S E T H :

WHEREAS, the shareholders of BPZ, listed on Schedule A ("BPZ

Shareholders"), hold all of the issued and outstanding shares of BPZ common

stock, no par value per share (the "BPZ Common Stock"); and

WHEREAS, Navidec is subject to the reporting requirements of Sections 13(a)

and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), and shares of Navidec common stock, no par value per share (the "Navidec

Common Stock"), are listed on the NASD OTC Electronic Bulletin Board; and

WHEREAS, pursuant to this Agreement, Merger Corp. will merge with and into

BPZ on the terms and subject to the conditions set forth herein (the "Merger")

and, in connection therewith, and subject to the satisfaction of certain

conditions, up to 27,000,000 shares of Navidec Common Stock shall be issued to

BPZ in accordance with Schedule A and in the manner set forth in Article II

hereof and upon the terms and conditions otherwise set forth in this Agreement

in order that BPZ shall be the surviving entity and shall be a wholly-owned

subsidiary of Navidec, and BPZ shall own 71% of the issued and outstanding

shares of Navidec Common Stock and the name of the Company shall be changed to

BPZ Energy, Inc. and,

WHEREAS, the respective Boards of Directors of the Parties have adopted

resolutions approving this Agreement and declaring its advisability;

WHEREAS, for federal income tax purposes, the Merger is intended to qualify

as a tax-free reorganization in accordance with the provisions of Section

368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements herein contained, the Parties do hereby agree, subject to the

terms and conditions hereinafter set forth, as follows:

Article I

THE MERGER

----------

1.1 Consummation of the Merger. Unless this Agreement has been terminated

and the transactions contemplated have been abandoned pursuant to Section 9.1,

and subject to the satisfaction or waiver of the conditions set forth in Article

V, the consummation of the Merger (the "Closing") shall take place in accordance

with the applicable provisions of the Colorado Business Corporations Act (the

"CBCA") at 10:00 a.m. on the second business day after satisfaction or waiver of

<PAGE>

the conditions set forth in Article V (other than those to be satisfied at or as

of the date of the Closing) at the Denver offices of Ballard Spahr Andrews &

Ingersoll, LLP, unless another date, time or place is agreed to by the Parties

(the "Closing Date") at which time Merger Corp. will merge with and into BPZ,

and BPZ shall be the surviving entity and become a wholly-owned subsidiary of

Navidec. BPZ shall file a Certificate of Merger in the State of Texas and the

State of Colorado, and BPZ shall be the surviving corporation (the "Surviving

Corporation").

1.2 Subsequent Actions. If, at any time after the Closing Date, the

Surviving Corporation shall consider or be advised that any deeds, bills of

sale, assignments, assurances or any other actions or things are necessary or

desirable to vest, perfect or confirm the Surviving Corporation's right, title

or interest in, to or under any of the rights, properties, privileges,

franchises or assets of either of its constituent corporations acquired or to be

acquired by the Surviving Corporation as a result of, or in connection with, the

Merger, or otherwise to carry out the intent of this Agreement, the officers and

directors of the Surviving Corporation shall be authorized to execute and

deliver, in the name and on behalf of the Parties, all such deeds, bills of

sale, assignments and assurances and to take and do, in the name and on behalf

of each such corporation, all such other actions and things as may be necessary

or desirable to vest, perfect or confirm any and all right, title and interest

in, to and under such rights, properties, privileges, franchises or assets in

the Surviving Corporation or otherwise to carry out the intent of this

Agreement.

1.3 Surviving Corporation: Certificate of Incorporation; By-laws; Officers

and Directors. Unless otherwise agreed to by the Parties prior to the Closing,

on the Closing Date:

(a) the certificate of incorporation of Surviving Corporation as in

effect immediately prior to the Closing (a true and correct copy of which is

attached hereto as Schedule 1.3(a)) shall be, at and after the Closing Date, the

certificate of incorporation of Surviving Corporation (the "Certificate of

Incorporation") until further altered, amended or repealed in accordance with

the this Agreement or applicable law;

(b) the by-laws of Surviving Corporation as in effect immediately

prior to the Closing (a true and correct copy of which is attached hereto as

Schedule 1.3(b)) shall be, at and after the Closing Date, the by-laws of

Surviving Corporation until further altered, amended or repealed in accordance

with this Agreement, such by-laws or applicable law; and

from and after the Closing shall be the Persons set forth on Schedule 1.3(c),

until their successors are elected or appointed and qualified or until their

earlier resignation or removal.

Article II

CAPITAL STOCK

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

2.1 Treatment of Capital Stock. The manner and basis of converting shares

of BPZ Common Stock for shares of common stock, no par value per share, of

Navidec by virtue of the Merger and without any action on the part of the

Parties or any holder thereof, shall be as set forth in this Article II. At or

before Closing, all shares of BPZ Preferred Stock shall convert to BPZ Common

Stock.

<PAGE>

2.2 Conversion of BPZ Common Stock. At the Closing, the BPZ Common Stock,

shall be converted into 9,000,000 shares of validly issued, fully paid and

nonassessable shares of Navidec Common Stock (the "BPZ Converted Shares") in

exchange for all of the BPZ Common Stock issued and outstanding. Immediately

subsequent to the Closing Date, Navidec shall file a proxy statement with the

Securities and Exchange Commission to seek shareholder approval to amend the

Navidec Articles of Incorporation to change the name of Navidec to BPZ Energy,

Inc. and to increase the number of shares of Navidec Common Stock authorized for

issuance to 100,000,000 shares. To provide capital to satisfy the requirements

of Section 2.5. Except as otherwise provided herein, commencing immediately

after the Closing, each certificate (a "BPZ Certificate") which, immediately

prior to the Closing, represents all or a portion of the BPZ Common Stock shall

evidence the right to receive a proportionate share of the BPZ Converted Shares

on the basis set forth in this Section 2.2 and dividends or distributions, if

any, pursuant to Section 2.4 hereof.

2.3 Conversion of Merger Corp. Common Stock. At the Closing, each share of

Merger Corp. Common Stock issued and outstanding immediately prior to the

Closing, and all rights in respect thereof, shall forthwith cease to exist and

shall be converted into one validly issued, fully paid and nonassessable share

of common stock of BPZ.

2.4 Exchange Procedures. On the Closing Date, BPZ shall surrender to

Navidec one or more BPZ Certificates representing the BPZ Common Stock, together

with a duly executed and completed letter of transmittal and all other documents

and materials reasonably required by Navidec to be delivered in connection

therewith, and shall be entitled to receive a certificate or certificates

representing the BPZ Converted Shares into which the shares of BPZ Common Stock

which immediately prior to the Closing were represented by such surrendered BPZ

Certificate or Certificates shall have been converted pursuant to the provisions

of Section 2.2. Unless and until a BPZ Certificate is so surrendered, no

dividend or other distribution, if any, payable to the holders of record of

shares of Navidec Common Stock as of any date subsequent to the Closing Date

shall be paid to the holder of such BPZ Certificate in respect thereof or in

respect of the Navidec Common Stock into which such BPZ Certificate is

exchangeable. Except as otherwise provided herein, upon the surrender of a BPZ

Certificate, the record holder of the certificate or certificates representing

shares of Navidec Common Stock issued in exchange therefor shall be entitled to

receive (i) at the time of surrender, the amount of any dividends or other

distributions (net of any applicable tax withholdings) having a record date

after the Closing Date and a payment date prior to the surrender date, and (ii)

at the appropriate payment date, the amount of dividends or other distributions

(net of any applicable tax withholdings) having a record date after the Closing

Date and a payment date subsequent to the surrender date, in each case, payable

in respect of such shares of Navidec Common Stock. No interest shall be payable

in respect of the payment of dividends or distributions pursuant to the

immediately preceding sentence.

<PAGE>

2.5 Earn-Out Provisions.

(a) Notwithstanding anything in this Agreement to the contrary,

promptly following the date (which date shall be no later than 24 months from

the Closing Date) that the Surviving Corporation (or any successor thereto)

receives confirmation from a licensed petroleum engineer that it owns proven

reserves totaling greater than fifty billion cubic feet (bcfe) of natural gas or

its equivalent in crude oil or any combination thereof as barrels of oil

equivalent (boe), such date being referred to herein as an "Earn-Out Achievement

Date", the BPZ Shareholders shall be entitled to and shall receive an additional

9,000,000 shares of validly issued, fully paid and non-assessable Navidec Common

Stock (the "First BPZ Earn-Out Shares"), as set forth on Schedule A, and the BPZ

Shareholders shall in addition be entitled to receive, with respect to the First

BPZ Earn-Out Shares, the amount of any dividends or other distributions (net of

any applicable tax withholdings) having a record date after the Earn-Out

Achievement Date, payable in respect of such shares of Navidec Common Stock.

Notwithstanding anything in this Agreement to the contrary, if at any Earn-Out

Achievement Date the Articles of Incorporation of Navidec have not been amended

to accommodate the delivery of the BPZ Earn-Out Shares, the BPZ Earn-Out Shares

shall be deemed issued and shall be delivered as soon as necessary corporate

action has been taken to amend such Articles of Incorporation to increase the

authorized capital as required by Section 8.5 of this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary,

promptly following the date (which date shall be no later than 36 months from

the first Earn Out Achievement Date as set forth in (a) above) that the

Surviving Corporation (or any successor thereto) is entitled to receive as its

proportionate share from gross production from any oil and gas wells owned or

operated by BPZ not less than 2,000 barrels of oil per day or the energy

equivalent thereof should said production be a mixture of both oil and natural

gas ("BOEPD") (the "Second Earn-Out Achievement Date"), the BPZ Shareholders

shall be entitled to and shall receive 9,000,000 additional shares of validly

issued, fully paid and non-assessable Navidec Common Stock (the "Second BPZ

Earn-Out Shares," and collectively or independently with the First BPZ Earn-Out

Shares, the "BPZ Earn-Out Shares"). In addition to the Second BPZ Earn-Out

Shares, the BPZ Shareholders shall be entitled to receive with respect to the

Second BPZ Earn-Out Shares, the amount of any dividends or other distributions

(net of any applicable tax withholdings) having a record date after the Second

Earn-Out Achievement Date, payable in respect of such shares of Navidec Common

Stock.

2.6 Federal Income Tax Treatment. It is the intent of the Parties that the

Merger contemplated hereby be treated for federal income tax purposes as a

tax-free merger pursuant to Section 368(a)(2)(E) of the Internal Revenue Code of

1986, as amended (the "IRC"). The Parties shall report the transactions under

this Agreement consistent with such treatment, shall keep such records and file

such information with respect thereto as is required by Treasury Regulation

1.368-3 and shall take no position that is contrary thereto except pursuant to

an administrative finding upon the appeal of a 30-day letter or unless required

to do so pursuant to a determination as defined in IRC Section 1313(a).

<PAGE>

Article III

REPRESENTATIONS AND WARRANTIES

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

3.1 Representations and Warranties of Navidec and Merger Corp. Except as

set forth in the Navidec disclosure schedule delivered by Navidec to BPZ prior

to the execution of this Agreement (the "Navidec Disclosure Schedule") (each

section of which qualifies the correspondingly numbered representation and

warranty or covenant and any other representation of warranty, if the disclosure

set forth in the Navidec Disclosure Schedule is reasonably apparent to such

other representation or warranty), Navidec and Merger Corp. represent and

warrant to BPZ, as follows:

(a) Power and Authority. Navidec and Merger Corp. have the corporate

power and authority to enter into this Agreement and to carry out its and their

obligations hereunder. The execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby have been duly authorized

by the Boards of Directors of Navidec and Merger Corp., and no other corporate

proceedings on the part of Navidec or Merger Corp. is necessary or advisable to

authorize this Agreement and the transactions contemplated hereby.

(b) No Material Adverse Effect. Since March 31, 2004, there has not

been any material adverse change in the business, operations, properties,

assets, condition, financial or otherwise, of Navidec.

Affiliates, Etc.

(i) Navidec is a corporation duly organized, validly

existing, and in good standing under the laws of the state of its

incorporation and has the corporate power to own its property and to

carry on its business as now conducted. Navidec is not qualified to do

business as a foreign corporation in any jurisdiction.

(ii) Navidec has three subsidiaries namely Merger Corp.,

Navidec Financial Services, Inc. ("Navidec Financial") and Northsight

Mortgage Corporation ("Northsight"). Navidec has no other subsidiaries

or affiliates, as that term is used in the regulations promulgated

under the Securities Act of 1933, as amended (the "Securities Act").

Prior to the closing date, Northsight will become a subsidiary of

Navidec Financial.

(d) Capitalization.

(i) As of the date of this Agreement, the total authorized

capital stock of Navidec consists of 20,000,000 shares of Navidec

Common Stock. As of the Closing Date except as described in Section

3.1(d)(ii) below, 5,000,000 shares will be outstanding and/or reserved

for to permit the exercise of any vested and unexpired options which

may be outstanding at closing and as set forth on Schedule 3.1(d)(I).

If subsequent to closing any options are exercised in accordance with

their terms as set forth on Schedule 3.1(d)(c) any funds received as

proceeds of such exercises shall be payable by Navidec to Navidec

Financial. Between the date of this Agreement and the Closing Date the

<PAGE>

management of Navidec may take whatever actions it deems appropriate

to grant or amend stock or stock option grants to its management and

employees so long as the combined fully diluted number of shares that

are issued and outstanding or reserved for does not exceed 5,000,000

shares at the Closing Date.

(ii) Immediately upon execution of this Agreement, Navidec

with the assistance of BPZ shall commence a private placement of

Navidec Common Shares to raise up to $6 million on a best efforts all

or none $3 million minimum; best efforts $6 million maximum basis. No

more than 6,000,000 Navidec Common Shares will be issued in this

offering and to the extent that the minimum has been reached and

Closing has occurred, the balance of the shares reserved for the

private placement may continue to be offered until the maximum has

been achieved.

(iii) Other than 564,500 "A" Stock Purchase Warrants

exercisable into shares of Navidec Common Stock at an exercise price

of $2.00 per share, expiring on August 31, 2005, and 564,500 "B" Stock

Purchase Warrants exercisable into shares of Navidec Common Stock at

an exercise price of $4.00 per share, expiring on August 31, 2005

(collectively, the "Warrants"), there are no present and on the

Closing Date there will be no outstanding subscriptions, options,

warrants, contracts, calls, puts, agreements, demands or other

commitments or rights of any type to purchase or acquire any

securities of Navidec (other than the Warrants), nor are there

outstanding securities or debt instruments of Navidec which are

convertible into or exchangeable for any shares of capital stock of

Navidec, and, other than may be required in connection with this

agreement, Navidec presently has and as of the Closing Date will have

no obligations of any kind to issue any additional securities.

(iv) As contemplated, the Parties agree that prior to

Closing, Navidec shall establish a record date to spin out the shares

of Navidec Financial owned by Navidec to all shareholders of record of

Navidec at the record date. The Parties believe that this transaction

may require registration. Furthermore, the Parties agree that at or

before Closing, in addition to assigning the Navidec ownership of

Northsight to Navidec Financial, all other assets and liabilities of

Navidec shall be assigned to Navidec Financial. It is contemplated by

the parties to this Agreement that at the effective date of the

completion of all transactions contemplated by this Agreement

including the finalization of the spin-off of Navidec Financial,

effectively Navidec, as of the Closing Date, would have no assets, no

liabilities and no effective business other than the businesses of

BPZ.

(e) Securities Filings; Financial Information; No Material Adverse

Change.

(i) The common stock of Navidec is listed on the NASD OTC

Electronic Bulletin Board. Navidec has filed its annual report on Form

10-K for the year ended December 31, 2003 and its quarterly report on

Form 10-QSB for the period ended March 31, 2004 (the "Navidec Periodic

<PAGE>

Reports") with the SEC. The Navidec Periodic Reports were true,

correct and accurate as of the date of filing and do not contain any

untrue statement of material fact or omit to state a material fact

required to be stated therein in order to make the statements therein,

in light of the circumstances under which they were made, not

misleading.

(ii) The Navidec Periodic Reports include Navidec's audited

balance sheets and income statements for the fiscal years ended

December 31, 2002 and December 31, 2003, and unaudited financial

information for March 31, 2003 and 2004 (collectively, the "Financial

Statements"). The Financial Statements have been prepared in

accordance with generally accepted accounting principles, do not

contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein in order to make the

statements therein, in light of the circumstances under which they

were made, not misleading, and fairly present in all material

respects, the financial condition of Navidec as at the respective

dates thereof, and the results of operation of Navidec for the periods

then ended.

(iii) At March 31, 2004, there were no liabilities, absolute

or contingent of Navidec that were not shown or reserved against on

the balance sheets included in the Financial Statements, except

obligations under the contracts shown on or as otherwise disclosed in

Schedule 3.1(e) of the Navidec Disclosure Schedule. As of the Closing

Date, Navidec shall have no assets or liabilities of any kind, whether

known or unknown, accrued, absolute, contingent or otherwise.

(iv) Since March 31, 2004, Navidec has not sold or otherwise

disposed of or encumbered any of the properties or assets reflected on

the Financial Statements, or other assets owned or leased by it,

except in the ordinary course of business, or as otherwise disclosed

on Schedule 3.1(e) of the Navidec Disclosure Schedule.

(f) Tax Matters.

(i) Navidec has filed or caused to be filed with the

appropriate federal, state, county, local and foreign governmental

agencies or instrumentalities all material tax returns and reports

required to be filed, and all taxes, assessments, fees and other

governmental charges have been fully paid when due (subject to any

extensions filed on a timely basis).

(ii) There is not pending nor, to the knowledge of Navidec,

is there any threatened federal, state or local tax audit of Navidec.

There is no agreement with any federal, state or local taxing

authority by Navidec that may affect the subsequent tax liabilities of

Navidec.

(iii) Without limiting the foregoing: (A) the Financial

Statements include adequate provisions for all taxes, assessments,

fees, penalties and governmental charges which have been or in the

<PAGE>

future may be assessed against Navidec with respect to the period then

ended and all periods prior thereto; and (B) on the date hereof,

Navidec is not liable for any taxes, assessments, fees or governmental

charges.

(g) No Conflict or Default; Enforceability; Corporate Records;

Compliance with Law. Neither the execution and delivery of this Agreement, nor

compliance with the terms and provisions hereof, including without limitation

the consummation of the transactions contemplated hereby, will violate any

statute, regulation or ordinance of any governmental authority, or conflict with

or result in the material breach of any term, condition or provision of the

articles of incorporation, by-laws or other charter documents of Navidec or

Merger Corp., nor of any agreement, deed, contract, mortgage, indenture, writ,

order, decree, legal obligation or instrument to which Navidec or Merger Corp.

is a party or by which Navidec, Merger Corp. or any of its or their assets or

properties is or may be bound; or constitute a material default (or an event

which, with the lapse of time or the giving of notice, or both, would constitute

a material default) thereunder, nor result in the creation or imposition or any

lien, charge or encumbrance, or restriction of any nature whatsoever with

respect to any properties or assets of Navidec or Merger Corp., nor give to

others any interest or rights, including rights of termination, acceleration or

cancellation in or with respect to any of the properties, assets, contracts or

business of Navidec or Merger Corp. This Agreement and all other agreements and

documents delivered by Navidec and Merger Corp. in connection herewith have been

duly executed and delivered by Navidec and Merger Corp. and constitute the

binding obligations of Navidec and Merger Corp. enforceable in accordance with

their respective terms. Navidec and Merger Corp. have permitted, or will permit,

BPZ to examine their respective corporate minute and stock records books. The

corporate minute books contain the articles of incorporation, by-laws and other

charter documents of Navidec and Merger Corp. as in effect on the date hereof

and a true and complete record of all actions by and meetings of the directors

(and committees thereof) and stockholders of Navidec and Merger Corp. and

accurately reflect all transactions referred to therein. To their knowledge,

neither Navidec nor Merger Corp. are in violation of any outstanding arbitration

award, judgment, order or decree; or to their knowledge, in violation of any

material statute, regulation or ordinance ("Law"), including, but not limited

to, any antidiscrimination, hazardous and toxic substances, wage, hour, working

condition, payroll withholding, pension, building, zoning and tax Law. To their

knowledge, there have been no allegations of or inquiries concerning any

material violations of Law by Navidec or Merger Corp. within the past three

years.

(h) Litigation. Except as disclosed in the Navidec Periodic Reports,

or in Schedule 3.1(h) there are no actions, suits, investigations, or

proceedings pending, nor, to the knowledge of Navidec, threatened against

Navidec or Merger Corp., the performance of the terms and conditions hereof, or

the consummation of the transactions contemplated hereby, in any court or by or

before any governmental body or agency, including without limitation any claim,

proceeding or litigation for the purpose of challenging, enjoining or preventing

the execution, delivery or consummation of this Agreement. Neither Navidec nor

Merger Corp. is subject to any order, judgment, decree, stipulation or consent

or any agreement with any governmental body or agency. As of the Closing Date,

neither Navidec nor Merger Corp. shall be party to any action, suit or

proceeding of any kind.

<PAGE>

(i) Governmental and Other Approval. Navidec and Merger Corp each have

all material permits, licenses, orders and approvals of all federal, state,

local or foreign governmental or regulatory bodies required for Navidec and

Merger Corp. to conduct its or their business as presently conducted. All such

permits, licenses, orders and approvals are in full force and effect and no

suspension or cancellation of any of them is threatened, except as would not

reasonably be expected to have a material adverse effect on Navidec or Merger

Corp., and none of such permits, licenses, orders or approvals will be affected

by the consummation of the transactions contemplated by this Agreement. No

approval or authorization of or filing with any governmental authority or any

other person or entity on the part of Navidec or Merger Corp. is required as a

condition to the execution and delivery of this Agreement or the consummation of

the transactions contemplated hereby other than the filing of any documents

contemplated by this Agreement.

(j) Salaries. Schedule 3.1(j) of the Navidec Disclosure Schedule sets

forth a complete list of all of the persons who are employed by Navidec and

Merger Corp. as of the date of this Agreement, together with their compensation

(including bonuses) for the calendar year ended December 31, 2003, and the rate

of compensation (including bonus arrangements) currently being paid to each such

employee. As of the Closing Date, all employees, agents and officers of Navidec

and Merger Corp. shall have resigned and provided Navidec and Merger Corp. with

general releases in form and substance satisfactory to BPZ.

(k) Accrued Compensation. Neither Navidec nor Merger Corp. has, nor

shall it on Closing, have any outstanding liability for payment of wages,

vacation pay (whether accrued or otherwise), salaries, bonuses, pensions or

contributions under any labor or employment contract, whether oral or written,

or by reason of any past practices with respect to such employees based upon or

accruing with respect to services of present or former employees of Navidec or

Merger Corp.

(l) Employee Benefit Plans. Neither Navidec nor Merger Corp. has,

maintains or contributes to and never has had, maintained or contributed to, any

pension plan, profit sharing plan or employee's savings plan, and neither is

otherwise subject to any applicable provisions of the Employee Retirement Income

Security Act of 1974 ("ERISA").

(m) Material Contracts, Etc. Schedule 3.1(m) of the Navidec Disclosure

Schedule contains an accurate list of all material contracts, commitments,

leases, instruments, agreements, licenses or permits, written or oral, to which

Navidec or Merger Corp. is a party or by which it or its properties are bound

(including without limitation contracts with customers, joint venture or

partnership agreements, contracts with any labor organizations, employment

agreements, consulting agreements, loan agreements, indemnity or guaranty

agreements, BPZ's, mortgages, options to purchase land, liens, pledges or other

security agreements). As of the Closing Date, Navidec and Merger Corp. shall

have terminated and been released from any and all contracts, commitments,

leases, instruments, agreements.

(n) The representation and warranties contained herein do not contain

any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading.

<PAGE>

3.2 Representations and Warranties of BPZ. Except as set forth in the

disclosure schedule delivered by BPZ to Navidec prior to the execution of this

Agreement (the "BPZ Disclosure Schedule") (each section of which qualifies the

correspondingly numbered representation or warranty or covenant and any other

representation or warranty, if the disclosure set forth in the BPZ Disclosure

Schedule is readily applicable to such other representations or warranty), BPZ

represents and warrants to Navidec as follows:

(a) Power and Authority. BPZ has the corporate power and authority to

enter into this Agreement and to carry out its obligations hereunder. The

execution and delivery of this Agree

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