DEBTORS' NAME & ADDRESS:

                             Russell L. Dobson

CUSTOMER NO.

NOTE/LOAN NO.

                                  RLD1297

HOME PHONE

BUSINESS PHONE

OFFICER

LENDER/SECURED PARTY:

               Western Financial Services Corp.
               13439 N. Broadway Ext., Ste. 200
               Oklahoma City, Oklahoma  73114

DATE OF NOTE

               6-30-97

MATURITY DATE

               12-31-97

PRINCIPAL AMOUNT

               $422,786.97

INTEREST RATE

               9.07%

PURPOSE OF LOAN

               Personal

ANNUAL PERCENTAGE RATE.  The cost of your credit as a yearly rate.

               9.07%

FINANCE CHARGE.  The dollar amount the credit will cost you.

               $19,173.39

AMOUNT FINANCED.  The amount of credit provided to you or on your
behalf.

               $422,786.97

TOTAL OF PAYMENTS.  The amount you will have paid after you have
made all payments.

               $441,960.36

(  )  This obligation is payable on Demand.

(  )  This obligation has a demand feature.

(  )  All disclosures are based on an assumed maturity of one year.

PAYMENT SCHEDULE WILL BE:  Number of Payments

               1

PREPAYMENT:  If you pay off early, you may be charged a minimum
Finance Charge.  Any Prepaid Finance Charges will not be refunded.

"e" means an estimate

AMOUNT OF PAYMENTS

               $441,960.36

WHEN PAYMENTS ARE DUE

               Payment in full due on or before 12-31-97

(  )  VARIABLE RATE.  If checked, you loan is a variable rate loan.
The Annual Percentage Rate may increase or decrease according to
the following changes:

     (  )  Upon changes in index (describe)

     (  )  Upon other conditions (describe)

     Interest rate increases are subject to the following
     limitation(s):

          (  ) Not applicable
          (  ) Not more than once every
          (  ) Not more than ________% at a time
          (  ) Not more than ________% overall
          (  ) The maximum interest rate will not exceed _____%

     Any increase in the interest rate will result in changes in
     the form of:

          (  ) Higher payment amounts
          (  ) A larger payment amount at maturity
          (  ) More payments of the same amount

     If your loan (  ) is (  ) were for $___________ at _______%
     for ________________, and the rate increased to _____% in
     _______________:  (  ) Your regular payments would increase by
     $____________.  (  ) Your final payment would increase by
     $____________.  (  ) You would make ______________ additional
     payments.

     Security:  You are giving a security interest in:  The
     property being purchased (describe)





     Other Property (describe)

                    Signature



(  ) Late Charge:  If a payment or part of a payment is late more
     than _____________ days, you may be charged _________% of the
     amount that is late, but not more than $___________________.
     See your contract documents for any additional information
     about nonpayment, default, and required repayment in full
     before the scheduled date, and prepayment refunds and
     penalties.

FILING FEES

NON-FILING INSURANCE

(  ) Assumption:  Someone buying your home may, subject to
     conditions, be allowed to assume the remainder of the mortgage
     on the original terms.

(  ) Assumption:  Someone buying your home cannot assume the
     remainder of the mortgage on the original terms.

     Collateral securing other loans with the Lender may also
     secure this loan.

INSURANCE:  Credit Life and Disability Insurance are not required
to obtain credit, and will not be provided unless you sign and
agree to pay the additional cost.

     TYPE OF INSURANCE

     (  ) Credit Life - Joint
     (  ) Credit Life - Single

     TERM

     PREMIUM

     NAME OF INSURED

     I want the insurance checked below left, at the cost shown.

     (  ) Disability - Joint
     (  ) Disability - Single

     TERM

     PREMIUM

     NAME OF INSURED

     I want the insurance checked below left, at the cost shown.

     (  ) Property Insurance
     (  ) Vendor's Single Interest Insurance

     TERM

     PREMIUM

     Property & Vendor's Single Interest Insurance may be obtained
     from anyone you want that is acceptable to the Lender, or
     provided through an existing policy you carry which is
     acceptable to the Lender.  If you get this Insurance from the
     Lender you will pay the cost shown to the left.  Any Insurer
     issuing Vendor's Single Interest Insurance waives its right to
     subrogation against the Debtors.

ITEMIZATION OF AMOUNT FINANCED

$____________  1.   Amount Given to You Directly

$442,786.97    2.   Amount Paid on Loans with Us

                         loans 111396A & 9901A

               3.   Amounts Paid to Others on Your Behalf
                    _____     a.   Insurance
                    _____     b.   Filing & Releasing Fees to
                                   Public Officials
                    _____     c.   License, Title & Registration
                                   Fees to Pub. Off.
                    _____     d.   ____________________
                    _____     e.   ____________________
                    _____     f.   ____________________
                    _____     g.   ____________________
$____________  3.   Total Amounts Paid to Others (Add a thru g)
$442,786.97    4.   Amount of Loan (Principal) (Add 1, 2, & 3)
$____________  5.   Less:  Prepaid Finance Charge
$442,786.97    6.   AMOUNT FINANCED (4 minus 5)

NOTICE TO CONSUMERS:  1.  Do not sign this agreement before you
read it.  2.  You are entitled to a copy of this agreement.  3.
You may prepay the unpaid balance at any time without penalty.  4.
This document, together with other written agreements of the
parties, is the final expression of the agreement between the
parties and may not be contradicted by evidence of any prior or
contemporaneous oral agreements of the parties.  Any credit
agreement not contained in the printed form must be inserted below
to be enforceable.

Debtor and Lender affirm they have no unwritten oral agreements.

DEBTORS' INITIALS:  __________
LENDER'S INITIALS:  __________

REPRESENTING THIS LENDER/SECURED PARTY (Officer Signature)

PROMISE TO PAY:  In return for my loan, the undersigned (called I,
me, or thy) promise to pay to the order of the Lender the Principal
Amount, plus Interest at the rate stated above (subject to any
applicable variable rate), together with any other sums owed by me
under this agreement including any Prepaid Finance Charge not
included in the Principal Amount, in accordance with the payment
schedule disclosed above or any modification due to a variable
rate.

VARIABLE INTEREST RATE CHANGES:  If this contract is subject to a
variable rate, changes in the rate will result in a change in terms
according to the method agreed for effecting them.  These changes
will be provided to me by the Lender as applicable from time to
time.  The maximum interest will never exceed the lesser of the
maximum legal rate, or as set forth above, if any.

APPLICATION OF PAYMENTS:  Each payment shall be applied first to
interest as of the date the payment is received, with the remainder
of the payment applied to reduce the principal.  If any payment is
not received when due, the unpaid principal shall bear interest on
a daily basis at the applicable rate.  The terms set forth above
are based on an assumed repayment schedule, and variance from this
schedule or changes in the rate due to a variable rate may cause
certain amounts to be greater or less than stated.

PREPAYMENT:  I may prepay any amount of this loan at any time
without penalty; however, the Lender may collect or retain a
minimum Finance Charge of $5 when the Amount Financed is $75 or
less, or $7.50 when the Amount Financed exceeds $75.

LATE CHARGE:  If any payment is not paid in full when due, the
Lender may assess a delinquency charge if set forth above.

INSUFFICIENT CHECKS:  The Lender may charge and collect from me a
ten dollar fee for each return by a bank or other depository
institution of a dishonored check, negotiable order of withdrawal,
or share draft issued by me in connection with this loan.

PREPAID FINANCE CHARGE:  I agree to pay Lender those loan fees, if
any, shown on line 5 of the Itemization of Amount Financed.  I
agree that any such fee shall be considered as earned when this
loan is made, and will not be subject to refund or rebate.

ATTORNEY FEES:  If this Note referred to an attorney for
collection, I agree to pay reasonable attorney fees not to exceed
15% of the unpaid balance after default; provided however, if the
Amount Financed is such that this promise to pay attorney fees is
not enforceable, no attorney fees will be assessed against me by
the terms of this Note.

SECURITY AGREEMENT:  To secure this obligation, I grant to the
Lender a security interest in the property described above and
other property covered by this agreement (collateral).  If any of
the collateral is real estate, the terms of this agreement will
apply and control over any mortgage in case of any conflict.
Collateral will be located in _________________ County at:

(  ) My Address above
(  ) Other Address (Specify): __________________________________
_________________________________________________________________
Collateral will be used primarily for:  (  ) Personal, family,
household  (  ) Business or Agricultural purpose.
The terms above and on the reserve sid of this form are all
incorporated by reference as if they were fully set out at this
point.  I (jointly and severally, if more than one) agree to the
forms of this Promissory Note, Disclosure Statement & Security
Agreement, including the authorization of all charges, and
acknowledge receiving a completed copy of this form.

DEBTOR SIGNATURE (  ) (Check Box if Signing Only to Grant a
Security Interest in the Collateral)  Date:  ___________________

               R.L. DOBSON
               R.L. Dobson

DEBTOR SIGNATURE (  ) (Check Box if Signing Only to Grant a
Security Interest in the Collateral)  Date:  _____________________




(  ) Check here if the Federal Trade Commission Notice on the
     reverse side is to apply to this loan.

PROMISSORY NOTE, DISCLOSURE STATEMENT, & SECURITY AGREEMENT -
SIMPLE INTEREST     OKLAHOMA