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EXHIBIT 10

SECOND ADDENDUM TO
AMENDED AND RESTATED LOAN AGREEMENT

This SECOND ADDENDUM TO AMENDED AND RESTATED LOAN AGREEMENT(hereinafter
referred to as the Second Addendum") is effective as of March 25th, 2003, by
and among PANHANDLE ROYALTY COMPANY, an Oklahoma corporation (hereinafter
referred to as Panhandle"), WOOD OIL COMPANY, an Oklahoma corporation
(hereinafter referred to as Wood Oil"), and the surviving constituent
corporation resulting from a merger with PHC, INC. (the Merger Sub")
(Panhandle and Wood Oil are hereinafter individually referred to as Borrower
and collectively referred to as the Borrowers") and BANCFIRST, an Oklahoma
banking corporation (hereinafter referred to as Bank");

WITNESSETH:

In consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

A. Recitations.On December 29, 1999 Panhandle and the Bank executed that
certain Loan Agreement (the Loan Agreement") providing for, among other
things, that certain revolving loan commitment in an amount not to exceed the
lesser of (i) a borrowing base, or (ii) the sum of $5,000,000. Pursuant to
such Loan Agreement, Panhandle made, executed and delivered to Bank its
December 29, 1999 Adjustable Rate Promissory Note (the Note") in the stated
principal sum of $5,000,000 and maturing December 31, 2002.

On August 9, 2001, Panhandle, Merger Sub and Wood Oil executed that
certain Agreement and Plan of Merger wherein the Merger Sub, a wholly owned
subsidiary of Panhandle, would enter into a merger transaction with Wood Oil
and Wood Oil will become the surviving constituent corporation resulting from
such corporate merger. The Agreement and Plan of Merger provided that, as a
consequence of the merger transaction, Wood Oil would be a wholly owned
subsidiary of Panhandle.

Panhandle, Merger Sub and Wood Oil then jointly and severally requested
the Bank amend and restate the Loan Agreement to, among other things, provide
the Borrowers (a) a $20,000,000 secured term loan with a maturity date of
September 30, 2006, and (b) a $5,000,000 secured revolving credit facility
which is intended to replace Panhandles Note and contain a maturity date of
December 31, 2003 (the First Amended Note"). Bank granted Borrowers joint
and several requests for credit on the terms and conditions contained in an
Amended and Restated Loan Agreement dated October 1, 2001 (the Amended and
Restated Loan Agreement"). As a result of the foregoing, the Merger Sub no longer is an existing corporate entity.

The Borrowers subsequently requested that the Bank agree to a modification
of the Maturity Date of the First Amended Note from December 31, 2003 to
January 31, 2005.

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Thus the Borrowers and the Bank entered into that certain
Addendum to Amended and Restated Loan Agreement effective December 31, 2002
(the Addendum) and that certain Second Amended and Restated Revolving
Promissory Note also effective on December 31, 2002 (the Second Amended
Note").

The Borrowers have further requested that the Bank agree to a modification
of the Amended and Restated Loan Agreement, as modified, upon the terms and
conditions set out in this Second Addendum. The modifications agreed to will
also require modification of the Term Promissory Note (the Amended and
Restated Term Promissory Note") and the Second Amended Note (the Third Amended
and Restated Revolving Promissory Note"). This Second Addendum is thus
intended to amend certain sections of the Amended and Restated Loan Agreement,
as modified. In addition, the Term Promissory Note and the Second Amended Note
are intended to be amended and restated as contemplated by the Amended and
Restated Term Promissory Note and the Third Amended and Restated Revolving
Promissory Note, respectively.

As a condition precedent to Banks agreement to the modifications herein,
the Bank has required that the Borrowers reaffirm their obligations under the
Amended and Restated Loan Agreement, as modified, the Term Promissory Note, the
First Amended Note, the Second Amended Note and this Second Addendum.

The foregoing recitals are confirmed by the parties as true, accurate and
correct and are incorporated herein by reference. The recitals are a
substantive, contractual part of this Second Addendum.

B. Modification of Loan Agreement. The following paragraphs and sections
of the Amended and Restated Loan Agreement shall be modified by replacing them
with the paragraphs and sections of the same number appearing below and any new
paragraph or section numbers ([New]) shall be added to the Amended and
Restated Loan Agreement:

1. Definitions.

(b) Borrowing Base  The value assigned by the Bank from time to
time to the Oil and Gas Properties. Until the next determination of the
Borrowing Base pursuant to Section 5 hereof, the aggregate Borrowing Base
shall be $22,500,000.

[NEW] (j)(a) LIBOR Rates- One Month LIBOR Rate means the rate per
annum quoted and published in the Money Rates section of the Southwest
edition of the Wall Street Journalas the One Month LIBOR Rate of
interest, on the business day immediately prior to any adjustment of any
interest rate hereunder, such rate of interest being that for deposits on
the London interbank market as determined by Bank on the basis of the
rate for U.S. Dollar LIBOR (the LIBOR column) for a period of one month.
Three Month LIBOR Rate means the rate per annum quoted and published in
the Money Rates section of the Southwest edition of the Wall Street
Journalas the Three Month LIBOR Rate of interest, on the

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business day
immediately prior to any adjustment of any interest rate hereunder, such
rate of interest being that for deposits on the London interbank market
as determined by Bank on the basis of the rate for U.S. Dollar LIBOR (the
LIBOR column) for a period of three months. Six Month LIBOR Rate means
the rate per annum quoted and published in the Money Rates section of the
Southwest edition of the Wall Street Journalas the Six Month LIBOR
Rate of interest, on the business day immediately prior to any
adjustment of any interest rate hereunder, such rate of interest being
that for deposits on the London interbank market as determined by Bank on
the basis of the rate for U.S. Dollar LIBOR (the LIBOR column) for a
period of six months. If any such rates do not appear in the Money Rates
section of the Southwest edition of the Wall Street Journal, Bank will
call and obtain the offered rates for deposits in U.S. Dollars for an
equivalent period of time from three (3) leading banks in New York City
which are open and engaged in transactions dealing in foreign currency
and exchange and Eurodollar deposits in the international Eurocurrency
market and average the rates to determine an appropriate rate rounded to
the nearest hundredth.

(n) Notes  Both the $10,000,000 secured term adjustable rate
promissory note, as amended and restated (the Term Note) and the
$15,000,000 secured revolving credit adjustable rate promissory note, as
amended and restated (the Revolving Note) described in Section 3
hereof. Either the Term Note or the Revolving Note described in Section
3 hereof may be hereinafter as a Note or collectively, the Notes.

(s) Revolving Loan Amount  $15,000,000.

(u) Revolving Maturity Date  April 1, 2005.

(x) Term Loan Amount  $10,000,000.

(z) Term Maturity Date  April 1, 2008.

2. Commitment of the Bank; Terms of Loan Commitment.

(b) Reduction of Revolving Loan Commitment. Subject to the
provisions of Section 4 herein, Borrowers may at any time, or from time
to time, upon not less than three (3) Business Days prior written notice
to Bank, reduce or terminate the Revolving Loan Commitment; provided,
however, that each reduction in the Revolving Loan Commitment must be in
the amount of $250,000 or if more, in increments of $100,000. Borrowers
shall be under a continuing obligation to reduce, from time to time, the
Revolving Note by a prepayment of the Revolving Note in an amount by
which the principal balance of the Revolving Note plus the principal
balance of the Term Note exceeds the Borrowing Base.

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(d) Reduction of Term Loan Commitment. This paragraph is deleted.

(e) Participating Bank. The Banks commitment to lend is
contingent upon and subject to: (a) the execution of a loan participation
agreement, and amendments thereto that are acceptable or required by the
Bank, with respect to the Term Note, with terms and conditions acceptable
to the Bank, by Americrest Bank, an Oklahoma banking corporation, in an
amount not less than $5,000,000; and (b) the funding of such
participation agreement.

3. Notes Evidencing Loans.

(a) Form of Revolving Note  The Revolving Loan shall be evidenced
by a Revolving Note (including the Amended and Restated Revolving
Promissory Note, the Second Amended and Restated Revolving Promissory
Note and the Third Amended and Restated Revolving Promissory Note
executed contemporaneously herewith by the Borrower) in the face amount
of $15,000,000, and shall be in the form of Exhibit A-1,annexed
hereto. Notwithstanding the principal amount of the Revolving Note, as
stated on the face thereof, the actual principal amount due from
Borrowers jointly and severally on account of the Revolving Note, as of
any date of computation, shall be the sum of Advances then and
theretofore made on account thereof, less all principal payments actually
received by Bank in collected funds with respect thereto. Although the
Revolving Note shall be dated as of the Effective Date, interest in
respect thereof shall be payable only for the period during which the
loans evidenced thereby are outstanding and, although the stated amount
of the Revolving Note may be higher, the Revolving Note shall be
enforceable, with respect to Borrowers joint and several obligation to
pay the principal amount thereof, only to the extent of the unpaid
principal amount of the such loans.

(b) Form of Term Note  The Term Loan shall be evidenced by a Term
Note (including the Amended and Restated Term Promissory Note executed
contemporaneously herewith by the Borrower) in the face amount of
$10,000,000, and shall be in the form of Exhibit A-2,annexed hereto.

(f) Payment of Term Note Principal  Principal in respect of the
Term Note, as modified by the Amended and Restated Term Promissory Note,
shall be repayable in fifty-nine (59) consecutive monthly installment
payments of $166,667.00 commencing on the first Business Day of each
calendar month, beginning May 1, 2003, and the remaining unpaid principal
balance, if any, shall be repaid in full at the Term Maturity Date.

4. Interest Rates.

(a) Basic Rate. The interest rate applicable to each Note shall be
as follows (the Basic Rate):

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(i) Term Note. The unpaid principal balance of the Amended
and Restated Term Promissory Note shall bear interest at a fixed
rate of Four and 56/100ths Percent (4.56%) per annum.

(ii) Revolving Note. Unless the Borrower elects one of the
LIBOR Rates as set forth below, the unpaid principal balance of the
Third Amended and Restated Revolving Promissory Note will bear
interest at the fluctuating rate per annum from day to day equal to
the Prime Rate minus 3/4 of one percent.



| | (A) |  | LIBOR Rates. Subject to the terms
and conditions set forth herein, the Borrower may elect
one of the following optional rates to be applicable to
a particular dollar increment of amounts outstanding, or
to be disbursed, under the Third Amended and Restated
Revolving Promissory Note: (1) the One Month LIBOR Rate
plus One and 80/100ths percent (1.8%); (2) the Three
Month LIBOR Rate plus One and 80/100ths percent (1.8%);
or (3) the Six Month LIBOR Rate plus One and 80/100ths
percent (1.8%). Any principal amount bearing interest
at an optional LIBOR rate is referred to as a Portion.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) |  | LIBOR Rate Terms. Each optional
interest rate is a rate per year. Interest will be paid
as set forth in this Second Addendum. No Portion will
be converted to a different interest rate during the
applicable interest period. Upon the occurrence of an
event of default under the Notes or any other Loan
Documents, Bank may terminate the availability of
optional interest rates for interest periods commencing
after the default occurs. No interest period may
extend beyond the maturity date of the Third Amended
and Restated Revolving Promissory Note Note. At the
end of any applicable interest period, the interest
rate will revert to the Prime Rate minus 3/4 of one
percent, unless Borrower has designated another
optional interest rate for the Portion.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (C) |  | Portion Amounts. A Portion will be
for an amount not less than One Million Dollars
($1,000,000) and may only be elected in increments of
One Hundred Thousand Dollars ($100,000).
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (D) |  | Prepayment. Borrowers will have the
right to borrow, repay and reborrow on the Third Amended
and Restated Revolving Promissory Note, subject to the
Borrowing Base and other restrictions herein, at any
time without premium or penalty; provided, however, no
Portion of principal under the Third Amended and
Restated Revolving Promissory Note accruing interest at
an elected LIBOR Rate (LIBOR Rate Principal)
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | may be
prepaid except on the last day of the interest period
applicable thereto, unless (i) the prior written consent
of Bank is obtained which consent, if given, shall
provide, without limitation, the manner and order in
which the prepayment is to be applied to the
indebtedness evidenced by the Third Amended and Restated
Revolving Promissory Note, and (ii) Borrowers pay to
Bank the Consequential Loss (as defined below) as a
result thereof. Consequential Loss shall mean any loss,
cost, expense, penalty, claim or liability, including
any loss incurred in obtaining, prepaying, liquidating
or employing deposits or other funds from third parties
and any loss of revenue, profit or yield, as determined
by Bank in its judgment reasonably exercised incurred by
Bank with respect to any LIBOR Rate, including any LIBOR
Rate Principal, as a result of: (a) the failure of
Borrowers to make payments on the date specified under
the Third Amended and Restated Revolving Promissory Note
or in any notice from Borrowers to Bank; (b) the failure
of Borrowers to borrow, continue or convert into LIBOR
Rate Principal on the date or in the amount specified in
a notice given by Borrowers to Bank pursuant to the
Third Amended and Restated Revolving Promissory Note or
this Agreement; (c) the early termination of any
applicable interest period for any reason; or (d) the
payment or
prepayment of any amount on a date other than the date
such amount is required or permitted to be paid or
prepaid, whether voluntarily or by reason of
acceleration, including, but not limited to, any event
giving Bank the right to accelerate the maturity of the
Third Amended and Restated Revolving Promissory Note.
The foregoing notwithstanding, the amount of the
Consequential Loss shall never be less than zero or
greater than is permitted by applicable law. If any
Consequential Loss will be due, Bank shall deliver to
Borrowers a notice as to the amount of the
Consequential Loss, which notice shall be conclusive in
the absence of manifest error. Bank shall have no
obligation to purchase, sell and/or match funds in
connection with the funding or maintaining of the Notes
or any portion thereof. The obligations of Borrowers
under this Paragraph shall survive any termination of
the Loan Documents and payment of the Notes and shall
not be waived by any delay by Bank in seeking such
compensation.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Default Rate. After maturity (whether by acceleration or
otherwise), the principal balance of the Notes shall bear interest at a
rate of two percent (2%) higher than the Basic Rate but in no event more
than 18% per year.

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5. Borrowing Base.

(a) Initial Borrowing Base. From the Effective Date of the Second
Addendum to Amended and Restated Loan Agreement to the first
Determination Date (as hereinafter defined), the Borrowing Base shall be
$22,500,000.

(b) Subsequent Determinations of Borrowing Base. Subsequent
determinations of the Borrowing Base shall be made by the Bank at least
semi-annually on the dates set forth herein below and the Bank may make
additional redeterminations at any time it appears to the Bank, in the
exercise of its discretion, that there has been a material change in the
value of the Oil and Gas Properties (Unscheduled Redeterminations").
Effective as of September 30 of each year, Borrowers shall furnish to the
Bank on or prior to December 1 each year, and if the Bank so requests,
within sixty days after April 1 of each year and at such other times as
Bank shall request for an Unscheduled Redetermination, all information,
reports and data which the Bank has then requested concerning the Oil and
Gas Properties, said information to include, but not be limited to, (i)
revenue and lifting costs summary report for all Oil and Gas Properties,
(ii) as of September 30 and March 31, respectively, of each such year, an
engineering
report in form and substance satisfactory to Bank prepared by an
independent petroleum engineer as is acceptable to Bank, covering the Oil
and Gas Properties, (iii) the most recently available production curves
and tabular production updates, including economic projections on any new
production from acquired or drilled acreage, and (iv) such other
information concerning the value of the Oil and Gas Properties as Bank
may reasonably deem necessary. Bank shall by written notice to
Borrowers, no later than sixty (60) days after receipt of such
information set forth above, designate the new Borrowing Base available
to Borrowers hereunder during the period beginning on each December 31
and June 30 (herein called the Determination Date") and continuing until
but not including the next date as of which the Borrowing Base is
redetermined. Notwithstanding the foregoing, the next such Determination
Date will be January 1, 2004. If an Unscheduled Redetermination is made
by the Bank, the Bank shall notify Borrowers within a reasonable time
after receipt of all requested information of the new Borrowing Base, if
any, and such new Borrowing Base shall continue until redetermined
pursuant to the provisions hereof. If Borrowers do not furnish all such
information, reports and data by the date specified in the first sentence
of this Section 5(b), unless such failure is of no fault of Borrowers,
the Bank may nonetheless designate the Borrowing Base at any amount which
the Bank determines in its reasonable discretion and may redesignate the
Borrowing Base from time to time thereafter until the Bank receives all
such information, reports and data, whereupon the Bank shall designate a
new Borrowing Base as described above. The Bank shall determine the
amount of the Borrowing Base based upon the value assigned by the
Borrower in the ordinary course of its business to the Oil and Gas
Properties at the time in question and based upon such other credit
factors consistently applied (including, without limitation, the assets,
liabilities, cash flow, business, properties, prospects, management and
ownership of Borrowers and its affiliates) as the Bank customarily
considers in evaluating similar oil and gas credits. It is expressly
understood that the Bank has no

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obligation to designate the Borrowing
Base at any particular amount, except in the exercise of its good faith
discretion, whether in relation to the Revolving Loan Commitment made
herein or otherwise, and that the Banks commitment to advance funds
hereunder is determined by reference to the Borrowing Base from time to
time in effect.

6. Commitment Fees.In consideration of the Term Loan Commitment,
Borrowers shall pay to the Bank, upon execution hereof and as a condition
to any Advances being requested hereunder, a Term Loan Commitment Fee
(hereinafter referred to as the Term Loan Commitment Fee") equal to
Twelve Thousand Five Hundred and No/100s Dollars ($12,500.00). Bank
acknowledges that the Term Loan Commitment Fee was paid in conjunction
with the original Loan Agreement
and that no further Term Loan Commitment Fee is owed with respect to the
Second Addendum.

In consideration of the Revolving Loan Commitment, Borrowers shall pay,
jointly and severally, to the Bank a Revolving Loan Commitment Fee
(hereinafter referred to as the Revolving Loan Commitment Fee")
equivalent to 1/4 of 1% per annum on the average daily amount of the
unadvanced amount of the Revolving Note. The Commitment Fee shall
commence to accrue on the Effective Date and shall be payable quarterly
in arrears hereafter on the first Business Day of each calendar quarter
commencing April 1, 2003, with the final fee payment due at the Revolving
Maturity Date for any period then ending for which the Revolving Loan
Commitment Fee shall not have been theretofore paid. In the event the
Commitment terminates on any date prior to the end of any calendar
quarter as a result of either (i) Borrowers terminating the Revolving
Loan Commitment or (ii) Borrowers default hereunder followed by the
termination of the Revolving Loan Commitment by the Bank as a result of
such default, Borrowers, jointly and severally, will pay to Bank, on the
date of such termination, the total Revolving Loan Commitment Fee due for
the quarter in which such termination occurs. Bank shall invoice
Borrowers for the Revolving Loan Commitment Fee provided that the failure
to do so shall not relieve the Borrowers of their obligation to pay the
same in the time and manner set forth hereinabove after receipt of each
such invoice.

7. Prepayments.

(a) Voluntary Prepayments. Subject Section 4 and the provisions of
this Paragraph (a), the Borrowers may at any time and from time to time,
without penalty or premium, prepay the Notes in whole or in part. With
respect to prepayments on the Term Note, however, the following shall
apply: All prepayments of principal shall be applied in the inverse
order of maturity, or in such other order as Bank shall determine in its
sole discretion. If there is a prepayment of any such principal on the
Term Note, whether by consent of Bank, or because of acceleration or
otherwise, the prepayment shall be accompanied by the amount of accrued
interest

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on the amount prepaid, and the Consequential Loss. For
purposes of this paragraph, Consequential Loss shall mean an amount
sufficient to compensate Bank for any loss, cost or expense incurred by
it as a result of the prepayment, and any loss of revenue, profit or
yield, as determined by Bank based upon, to the extent practical, the
difference between the Basic Rate applicable to the Term Note and the
applicable yield existing from time to time in the published 1, 2, 3, and
5 year Treasury Constant Maturity Rate (monthly average) as published by
the Federal Reserve Bank of St. Louis (Economic Research) taking into
account the time remaining from the date of prepayment until the Term
Maturity Date and the required principal payments to be
made on the Term Note, including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain the credit or from fees payable to terminate
the deposits from which such funds were obtained. Borrower shall also
pay any customary administrative fees charged by Bank in connection with
the foregoing. For purposes of this paragraph, Bank shall be deemed to
have funded the credit by a matching deposit or other borrowing in the
applicable interbank market, whether or not the credit was in fact so
funded. The foregoing notwithstanding, the amount of the Consequential
Loss shall never be less than zero or greater than is permitted by
applicable law. If any Consequential Loss will be due, Bank shall
deliver to Borrowers a notice as to the amount of the Consequential Loss,
which notice shall be conclusive in the absence of manifest error. The
obligations of Borrowers under this Paragraph (a) shall survive any
termination of the Loan Documents and payment of the Notes and shall not
be waived by any delay by Bank in seeking such compensation.

(b) Mandatory Prepayment. In the event the aggregate principal
amount outstanding in respect of the Notes ever exceeds the Borrowing
Base as determined by Bank pursuant to Section 5 hereof, Borrowers shall,
within thirty (30) days after notification from the Bank, prepay, without
premium or penalty, the principal amount of the Notes in an amount at
least equal to such excess. Any such mandatory prepayment shall be
applied first to any unpaid and outstanding balance on the Revolving
Loan, and second to any unpaid and outstanding balance on the Term Loan.

10. Affirmative Covenants.

(q) Collateral. Payment of the Notes and all other obligations
evidenced by the Loan Documents, and the performance by the Borrowers
under the Loan Documents, shall be secured by one or more Security
Instruments, all in form and substance acceptable to the Bank, by which
the Borrowers convey, mortgage and grant a Lien to the Bank upon the Oil
and Gas Properties; Accounts; As-extracted collateral; Chattel Paper;
Deposit Accounts; Documents; Equipment; General Intangibles including
Payment Intangibles; Instruments, including Promissory Notes; Inventory;
Investment Property; Letter of Credit Rights; and Supporting Obligations
that are pledged to, or encumbered in favor of, the Bank as of the
effective date of the Second Addendum to Amended and Restated Loan
Agreement (the

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Collateral). The Bank may require, and Borrowers agree
to execute and deliver for recordation, such other and further Security
Instruments to confirm and further secure the interest of the Bank in the
Collateral pledged to, or encumbered in favor of, the Bank as of the
effective date of the Second Addendum to Amended and Restated Loan
Agreement.

C. Participating Bank. The Banks obligations under this Second Addendum
are contingent upon and subject to the execution of an amended and restated
loan participation agreement with respect to the Term Note, with terms and
conditions acceptable to the Bank, by Americrest Bank, an Oklahoma banking
corporation, which shall and amend and restate that certain Participation
Agreement entered into on or about October 1, 2001 by the same parties.

D. Banks Counsel Fees. The Bank will pay the attorney fees incurred by
the Bank for its own counsel in connection with the preparation and completion
of this Second Addendum to Amended and Restated Loan Agreement, and related
documents.

E. Representation and Warranty. Borrowers hereby represent and warrant
that there have been no material adverse changes in the financial condition of
each of the Borrowers since the December 31, 2002 consolidated financial
statement submitted to the Bank.

F. Corporate Authority. The execution, delivery and performance of this
Second Addendum, the Amended and Restated Term Promissory Note and the Third
Amended and Restated Revolving Promissory Note by Borrowers is within the
requisite corporate, partnership or limited liability company power, as the
case may be, of each Borrower, and has been duly authorized, is not in
contravention of the terms of any Borrowers organizational or governmental
documents.

G. Binding Effect. This Second Addendum, the Amended and Restated Term
Promissory Note and the Third Amended and Restated Revolving Promissory Note,
when duly executed and delivered, will constitute legal, valid, and binding
obligations of Borrowers, fully enforceable in accordance with their respective
terms, except as may be limited by bankruptcy, moratorium, arrangement,
receivership, insolvency, reorganization or similar laws affecting the rights
of creditors generally and the availability of specific performance or other
equitable remedies.

H. Conflicting Agreements/Default. Except for any default that may have
been waived in writing by the Bank, Borrowers do not know of a default in the
performance of any obligation, covenant or condition in any agreement to which
it is a party or by which it is bound, nor does any Event of Default exist
under the Amended and Restated Loan Agreement, as modified, the Amended and
Restated Term Promissory Note, the Third Amended and Restated Revolving
Promissory Note or any of the other Loan Documents.

I. Additional Assurances. Each Borrower agrees to execute, acknowledge and
deliver to Bank such instruments, documents, and any other items in a form
acceptable to

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Bank as Bank may reasonably require, in order to more fully carry
out the transactions contemplated herein and maintain the representations and
warranties herein true and correct.

J. Representations, Warranties and Covenants. Except for any that may
have
been waived in writing by the Bank, all of the representations, warranties,
covenants and agreements contained in the Amended and Restated Loan Agreement ,
as modified, are hereby remade as of the date hereof by the Borrowers and are
incorporated herein by reference and shall continue in full force and effect.

K. Consent of Parties. This Second Addendum shall not become effective
unless and until each of the parties, as defined in the Amended and Restated
Loan Agreement, as modified, has provided its written consent and approval to
the Bank.

L. Miscellaneous. It is further agreed as follows:

L(1) Third-Party Beneficiary. Nothing in this Second Addendum,
expressed or implied, is intended to confer upon any person, other than
the parties hereto and their respective assigns, any rights or remedies
under or by reason of this Second Addendum, and no third party shall have
any right to compel or effect any advance, disbursement or other benefit
described herein.

L(2) Governing Law. This Second Addendum and all other documents
issued and executed hereunder shall be deemed to be contracts made under
the laws of the State of Oklahoma and shall be construed by and governed
in accordance with the laws of the State of Oklahoma.

L(3) Binding Effects. This Second Addendum will be binding on
Borrowers, Borrowers successors and assigns, and will inure to the
benefit of Banks and Banks respective successors and assigns.

L(4) Other. In the event there is a direct conflict between the
provisions of this Second Addendum and any of the Loan Documents, then
the provisions of this Second Addendum shall control. Unless expressly
amended herein, all terms and provisions of the Amended and Restated Loan
Agreement, as modified, shall continue unaffected and unabated.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Addendum effective as of the day and year first above written.

BORROWERS:PANHANDLE ROYALTY COMPANY,
an Oklahoma corporationBy:
    
    /s/ HW Peace II

Name: H W Peace, IIM
Title: President and CEOWOOD OIL COMPANY,
an Oklahoma corporation and the surviving constituent
corporation resulting from a merger with PHC, INCBy:
    
    /s/ HW Peace II

Name: H W Peace, II
Title: President and CEOBANK:BANCFIRST, an Oklahoma banking corporationBy:
    
    /s/ Ed Alexander

Name: Ed Alexander
Title: Senior Vice President


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