<PAGE>

                          CHANGE IN CONTROL AGREEMENT

        This Change in Control Agreement ("Agreement") is entered into by and
between FVNB Corp., a Texas corporation, (the "Company") and David M. Gaddis
("you" or "your") on and effective this 24th day of January, 2001.
                                        ----        --------

        WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the
best interests of the Company and its shareholders.  In this connection, the
Company recognizes that, as is the case with many corporations, the
possibility of a "Change in Control" (as hereinafter defined) may arise and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders;

        WHEREAS, the Board of Directors of the Company (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage
the continued attention and dedication of members of the Company's management
to their assigned duties without distraction in circumstances arising from the
possibility of a Change in Control of the Company;

        WHEREAS, in order to induce you to remain in the employ of the
Company, this letter agreement, which has been approved by the Board, sets
forth the severance benefits which the Company agrees will be provided to you
in the event your employment with the Company is terminated subsequent to a
Change in Control of the Company under the circumstances described below;

        NOW, THEREFORE, the Company and you agree as follows:

1.      AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE. If an event occurs
        or commences which upon completion would trigger a Change in Control
        as defined in Section 3, you agree that you will not leave the
        employment of the Company (other than as a result of Disability or
        upon Retirement, as such terms are hereinafter defined) and will
        render the services contemplated in the recitals to this Agreement
        until such triggering event has been abandoned or terminated or a
        Change in Control of the Company, as defined in Section 3 hereof, has
        occurred, and the Company agrees that it will not terminate your
        employment with the Company for any reason other than "Cause," as
        hereinafter defined, during that period.

2.      TERM OF AGREEMENT. This Agreement shall commence on the date hereof
        and shall continue in effect until 5:00 p.m. Central time on January
        1, 2002; provided, however, that commencing on January 1, 2002 and
        each January thereafter, the term of this Agreement shall
        automatically be extended for one additional year unless the Company
        or you shall have given notice by 5:00 p.m. Central time on

<PAGE>

        the immediately preceding October 1 that this Agreement shall not be
        extended; and provided further that this Agreement shall continue in
        effect for a period of twenty-four (24) months beyond the term
        provided herein if a Change in Control of the Company, as defined in
        Section 3 hereof, shall have occurred during such term.
        Notwithstanding anything in this Section 2 to the contrary, this
        Agreement shall terminate if you or the Company terminates your
        employment prior to a Change in Control of the Company, as defined in
        Section 3 hereof.

3.      CHANGE IN CONTROL.  The term "Change of Control" shall mean the
        occurrence of any of the following events:

        (i)   any "person" (as such term is used in Sections 13(d) and 14(d)
              of the Exchange Act (other than the Company, any affiliate (as
              defined in Rule 144 under the Securities Act) of the Company as
              of the Effective Date, any trustee or other fiduciary holding
              securities under an employee benefit plan of the Company, or any
              company owned, directly or indirectly, by the shareholders of
              the Company in substantially the same proportions as their
              ownership of the Stock of the Company)), is or becomes the
              "beneficial owner" (as defined in Rule 13d-3 under the Exchange
              Act), directly or indirectly, of securities of the Company (not
              including in the securities beneficially owned by such person
              any securities acquired directly from the Company) representing
              more than 50% of the combined voting power of the Company's then
              outstanding voting securities; provided, however, a Change in
              Control shall not be deemed to occur solely because such person
              acquired beneficial ownership of more than 50% of the combined
              voting power of the Company's then outstanding voting securities
              as a result of the acquisition of voting securities by the
              Company, which by reducing the number of voting securities
              outstanding, increases the proportional number of shares
              beneficially owned by such person, provided that if a Change in
              Control would occur (but for the operation of this sentence) as
              a result of the acquisition of voting securities by the Company,
              and after such share acquisition by the Company, such person
              becomes the beneficial owner of any additional voting securities
              which increases the percentage of the then outstanding voting
              securities beneficially owned by such person, then a Change in
              Control shall occur;

        (ii)  during any period of 24 consecutive months, individuals who at
              the beginning of such period constitute the Board and any new
              director (other than a director designated by a person who has
              entered into an agreement with the Company to effect a
              transaction described in subsection (i), (iii) or (iv) of this
              Section 3) whose election by the Board or nomination for
              election by the Company's shareholders was approved by a vote of
              at least two-thirds (2/3) of the directors then still in office
              who either were directors at the beginning of the period or
              whose election or nomination for election was previously so
              approved, cease for any reason to constitute a majority of the
              Board;

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<PAGE>

        (iii) the shareholders of the Company approve a merger, consolidation
              or reorganization of the Company with any other corporation,
              other than a merger, consolidation or reorganization (i) with a
              wholly-owned subsidiary of the Company which would result in all
              or some of the shareholders of the Company immediately following
              such merger, consolidation or reorganization owning, directly or
              indirectly immediately following such merger, consolidation or
              reorganization, 100% of the combined voting power of the voting
              securities of the Company or such surviving entity outstanding
              immediately after such merger, consolidation or reorganization,
              or (ii) which would result in the shareholders of the Company
              immediately following such merger, consolidation or
              reorganization owning, directly or indirectly immediately
              following such merger, consolidation or reorganization, at least
              50% of the combined voting power of the voting securities of the
              Company or such surviving entity outstanding immediately after
              such merger, consolidation or reorganization in substantially
              the same proportion as their ownership of the voting securities
              immediately before such merger, consolidation, or
              reorganization; or

        (iv)  the shareholders of the Company approve a plan of complete
              liquidation of the Company or an agreement for the sale or
              disposition by the Company of all or substantially all of the
              Company's assets.

4.      TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events
        described in Section 3 hereof constituting a Change in Control of the
        Company shall have occurred, you shall be entitled to the benefits
        provided in paragraphs (iii) and (iv) of Section 5 hereof upon the
        termination of your employment within twenty-four (24) months after
        such event, unless such termination is (a) because of your death or
        Retirement, (b) by the Company for Cause or Permanent Disability or
        (c) by you for Permanent Disability or other than for Good Reason (as
        all such capitalized terms are hereinafter defined).

        (i)   Permanent Disability. Termination due to Permanent Disability
              shall mean termination because of disability caused by accident,
              illness, or insanity resulting in your inability, for a period
              of three (3) substantially consecutive months, to fully perform
              the duties which you were performing prior to such disability
              and which will cause you to be "permanently and totally
              disabled" as defined by Section 22(e)(3) of the Code and
              corresponding provisions of successor statutes.

        (ii)  Retirement. Termination by you or by the Company of your
              employment based on Retirement shall mean termination because of
              retirement in accordance with the policy of the Company then in
              effect governing the retirement of executive officers.


                                                                               3
<PAGE>

        (iii) Cause. Termination by the Company of your employment for Cause
              shall mean termination by the Company upon (a) your failure to
              satisfactorily perform your responsibilities and duties as
              prescribed and amended from time to time, other than because of
              incapacity due to physical or mental illness, or (b) your being
              charged with an act punishable by imprisonment or your
              committing an act of moral turpitude, or (c) your engaging in
              conduct which is  detrimental to the Company's reputation,
              character, or standing or otherwise injurious to the Company,
              monetarily or otherwise, including, but not limited to,
              embezzlement, fraud, theft, dishonesty, misfeasance,
              malfeasance, neglect of duties, incompetence and
              insubordination, or (d) any violation by you of the policies and
              procedures promulgated from time to time by the Company.
              Notwithstanding the foregoing, you shall not be deemed to have
              been terminated for Cause unless and until there shall have been
              delivered to you a copy of a resolution duly adopted by the
              affirmative vote of not less than seventy-five percent of the
              entire membership of the Board at a meeting of the Board called
              and held for that purpose (after reasonable notice to you and an
              opportunity for you, together with your counsel, to be heard
              before the Board), finding that in the good faith opinion of the
              Board you were guilty of the conduct set forth above in (a),
              (b), (c) or (d) of this paragraph (iii) and specifying the
              particulars thereof in detail.

        (iv)  Good Reason. For purposes of this Agreement, termination by you
              of your employment for "Good Reason" shall mean termination by
              you based on:

              (a) an adverse change in your status or position(s) as an
                  executive officer of the Company as in effect immediately
                  prior to the Change in Control, including, without
                  limitation, any adverse change in your status or position as
                  a result of a material diminution in your authority, duties
                  or responsibilities (other than, if applicable, any such
                  changes directly attributable to the fact that the Company
                  is no longer publicly owned) or the assignment to you of any
                  duty or responsibility which in your reasonable judgement is
                  inconsistent with such status or position, or any removal of
                  you from or any failure to reappoint or reelect you to such
                  position(s) (except in connection with the termination of
                  your employment for Cause, Disability or Retirement or as a
                  result of your death or by you other than for Good Reason);

              (b) a reduction by the Company in your most recent annualized
                  salary as in effect immediately prior to the Change in
                  Control;

              (c) the failure by the Company to continue in effect any Plan
                  (as hereinafter defined) in which you are participating at
                  the time immediately prior to the Change in Control of the
                  Company (or Plans providing you with at least substantially
                  similar benefits)


                                                                               4
<PAGE>

                  other than as a result of the normal expiration of any such
                  Plan in accordance with its terms as in effect at the time
                  immediately prior to the Change in Control, or the taking of
                  any action, or the failure to act, by the Company which
                  would adversely affect your continued participation in any
                  of such Plans on at least as favorable a basis to you as is
                  the case immediately prior to the Change in Control or which
                  would materially reduce your benefits in the future under
                  any of such Plans or deprive you of any material benefit
                  enjoyed by you immediately prior to the Change in Control;

              (d) the failure by the Company to provide and credit you with
                  the number of paid vacation days to which you are then
                  entitled in accordance with the Company's normal vacation
                  policy as in effect immediately prior to the Change in
                  Control;

              (e) the Company's requiring you to be based anywhere other than
                  where your office is located immediately prior to the Change
                  in Control except for required travel on the Company's
                  business to an extent substantially consistent with the
                  business travel obligations which you undertook on behalf of
                  the Company prior to the Change in Control;

              (f) the failure by the Company to obtain from any Successor (as
                  hereinafter defined) the assent to this Agreement
                  contemplated by Section 6 hereof; or

              (g) any purported termination by the Company of your employment
                  which is not effected pursuant to a Notice of Termination
                  satisfying the requirements of paragraph (vi) below (and, if
                  applicable, paragraph (iii) above); and for purposes of this
                  Agreement, no such purported termination shall be effective.

        (v)   Plan. For purposes of this Agreement, Plan shall mean any
              compensation plan such as an incentive stock option or
              restricted stock plan or any employee welfare or pension benefit
              plan such as a thrift, pension, profit sharing, medical,
              disability, accident, life insurance plan or a relocation plan
              or policy or any other plan, program or policy of the Company
              intended to benefit employees.

        (vi)  Notice of Termination. Any purported termination by the Company
              or by you following a Change in Control shall be communicated by
              written Notice of Termination to the other party hereto. For
              purposes of this Agreement, a Notice of Termination shall mean a
              notice which shall indicate the specific termination provision
              in this Agreement relied upon.


                                                                               5
<PAGE>

        (vii) Date of Termination. Date of Termination following a Change in
              Control shall mean (a) if your employment is to be terminated
              for Disability, thirty (30) days after Notice of Termination is
              given (provided that you shall not have returned to the
              performance of your duties on a full-time basis during such
              thirty (30) day period), (b) if your employment is to be
              terminated by the Company for Cause or by you pursuant to
              Sections 4(iv)(f) and 6 hereof or for any other Good Reason, the
              date specified in the Notice of Termination, which in no event
              shall be a date earlier than the date on which a Notice of
              Termination is given, or (c) if your employment is to be
              terminated by the Company for any reason other than Cause, the
              date specified in the Notice of Termination, which in no event
              shall be a date earlier than ninety (90) days after the date on
              which a Notice of Termination is given, unless an earlier date
              has been expressly agreed to by you in writing either in advance
              of, or after, receiving such Notice of Termination. In the case
              of termination by the Company of your employment for Cause, if
              you have not previously expressly agreed in writing to the
              termination, then within thirty (30) days after receipt by you
              of the Notice of Termination with respect thereto, you may
              notify the Company that a dispute exists concerning the
              termination, in which event the Date of Termination shall be the
              date set either by mutual written agreement of the parties or by
              the arbitrators in a proceeding as provided in Section 13
              hereof. During the pendency of any such dispute, the Company
              will continue to pay you your full compensation in effect just
              prior to the time the Notice of Termination is given and until
              the dispute is resolved in accordance with Section 13.

5.      COMPENSATION UPON TERMINATION OR DURING DISABILITY; OTHER AGREEMENTS.

        (i)   During any period following a Change in Control that you fail to
              perform your duties as a result of incapacity due to physical or
              mental illness, you shall continue to receive your salary at the
              rate then in effect and any benefits or awards under any Plans
              shall continue to accrue during such period, to the extent not
              inconsistent with such Plans, until your employment is
              terminated pursuant to and in accordance with paragraphs 4(i)
              and 4(vi) hereof. Thereafter, your benefits shall be determined
              in accordance with the Plans then in effect.

        (ii)  If your employment shall be terminated for Cause following a
              Change in Control of the Company, the Company shall pay you your
              salary through the Date of Termination at the rate in effect
              just prior to the time a Notice of Termination is given plus any
              benefits or awards (including both the cash and stock
              components) which pursuant to the terms of any Plans have been
              paid to you. Thereupon the Company shall have no further
              obligations to you under this Agreement.


                                                                               6
<PAGE>

        (iii) Subject to Section 8 hereof, if, within twenty-four (24) months
              after a Change in Control of the Company shall have occurred, as
              defined in Section 3 above, your employment by the Company shall
              be terminated by the Company other than for Cause, Disability or
              Retirement or by you for Good Reason then, by no later than the
              fifth day following the Date of Termination (except as otherwise
              provided), you shall be entitled, without regard to any contrary
              provisions of any Plan, to the benefits as provided below:

              (a) the Company shall pay your salary through the Date of
                  Termination at the rate in effect just prior to the time a
                  Notice of Termination is given plus any benefits or awards
                  (including both the cash and stock components) which
                  pursuant to the terms of any Plans have been earned or
                  become payable, but which have not yet been paid to you
                  (including amounts which previously had been deferred at
                  your request); and

              (b) as severance pay and in lieu of any further salary for
                  periods subsequent to the Date of Termination, the Company
                  shall pay to you an amount in cash equal to two and 99/100
                  (2.99) times your annualized includible compensation for the
                  base period (as defined in Section 280G(d)(1) of the
                  Internal Revenue Code of 1986 (the Code) and any regulations
                  issued thereunder).

        (iv)  Following a Change in Control of the Company, unless you are
              terminated for Cause, Disability or Retirement or you terminate
              your employment other than for Good Reason, the Company shall
              maintain in full force and effect, for the continued benefit of
              you, your spouse, and your dependents for a period terminating
              on the earliest of (a) the commencement date of equivalent
              benefits from a new employer or (b) your normal retirement date
              under the terms of the Retirement Plan, all insured and
              self-insured employee welfare benefit Plans in which you were
              entitled to participate immediately prior to the Date of
              Termination, provided that your continued participation is
              possible under the general terms and provisions of such Plans
              (and any applicable funding media) and you continue to pay an
              amount equal to your regular contribution under such Plans for
              such participation as adjusted for any increases in
              contributions or premiums in the same manner as other
              participants in the Plans. If you reach your normal retirement
              date as defined in the Retirement Plan and you have not
              previously received or are not then receiving equivalent
              benefits from a new employer, the Company shall arrange, at its
              sole cost and expense, to enable you to convert your, your
              spouse's, and your dependents' coverage under such Plans to
              individual policies or programs upon the same terms as employees
              of the Company may apply for such conversions. In the event that
              your participation in any such Plan is barred, the Company, at
              its sole cost and expense, shall arrange to have issued for the
              benefit of


                                                                               7
<PAGE>

              you, your spouse, and your dependents individual policies of
              insurance providing benefits substantially similar (on an
              after-tax basis) to those which you otherwise would have been
              entitled to receive under such Plans pursuant to this paragraph
              (iv) or, if such insurance is not available at a reasonable cost
              to the Company, the Company shall otherwise provide you and your
              dependents equivalent benefits (on an after-tax basis). You
              shall not be required to pay any premiums or other charges in an
              amount greater than that which you would have paid in order to
              participate in such Plans as adjusted to reflect increased
              charges in the same manner as adjusted for other participants in
              the Plans.

        (v)   Except as specifically provided in paragraph (iv) above, the
              amount of any payment provided for in this Section 5 shall not
              be reduced, offset or subject to recovery by the Company by
              reason of any compensation earned by you as the result of
              employment by another employer after the Date of Termination, or
              otherwise.

6.      SUCCESSORS; BINDING AGREEMENT.

        (i)   Upon your written request, the Company will seek to have any
              Successor (as hereinafter defined), by agreement in form and
              substance satisfactory to you, assent to the fulfillment by the
              Company of its obligations under this Agreement. Failure of such
              Person to furnish such assent by the later of (A) three business
              days prior to the time such Person becomes a Successor or (B)
              two business days after such Person receives a written request
              to so assent shall constitute Good Reason for termination by you
              of your employment and, if a Change in Control of the Company
              occurs or has occurred, shall entitle you immediately to the
              benefits provided in paragraphs (iii) and (iv) of Section 5
              hereof upon delivery by you of a Notice of Termination. For
              purposes of this Agreement, Successor shall mean any Person that
              succeeds to, or has the practical ability to control (either
              immediately or with the passage of time), the Company's business
              directly, by merger or consolidation, or indirectly, by purchase
              of the Company's Voting Securities, all or substantially all of
              its assets, or otherwise.

        (ii)  This Agreement shall inure to the benefit of and be enforceable
              by your personal or legal representatives, executors,
              administrators, successors, heirs, distributees, devisees and
              legatees. If you should die while any amount would still be
              payable to you hereunder if you had continued to live, all such
              amounts, unless otherwise provided herein, shall be paid in
              accordance with the terms of this Agreement to your devisee,
              legatee or other designee or, if there be no such designee, to
              your estate.

        (iii) For purposes of this Agreement, the Company shall include any
              corporation or other entity which is the surviving or continuing
              entity in


                                                                               8
<PAGE>

              respect of any merger, consolidation or form of business
              combination in which the Company ceases to exist.

7. FEES AND EXPENSES; MITIGATION.

        (i)   The Company shall pay all reasonable legal fees and related
              expenses incurred by you in connection with the Agreement
              following a Change in Control of the Company, including, without
              limitation, (a) all such fees and expenses, if any, incurred in
              contesting or disputing any such termination or incurred by you
              in seeking advice with respect to the matters set forth in
              Section 8 hereof or (b) your seeking to obtain or enforce any
              right or benefit provided by this Agreement; provided, however,
              you shall be required to repay any such amounts to the Company
              to the extent that a court issues a final and non-appealable
              order setting forth the determination that the position taken by
              you was frivolous or advanced by you in bad faith.

        (ii)  You shall not be required to mitigate the amount of any payment
              the Company becomes obligated to make to you in connection with
              this Agreement, by seeking other employment or otherwise.

8. TAXES.

        (i)   All payments to be made to you under this Agreement will be
              subject to required withholding of federal, state and local
              income and employment taxes.


                                                                               9
<PAGE>


        (ii)  Notwithstanding anything in the foregoing to the contrary, if
              any of the payments provided for in this Agreement, together
              with any other payments which you have the right to receive from
              the Company or any corporation which is a member of an
              affiliated group (as defined in Section 1504(a) of the Code
              without regard to Section 1504(b) of the Code) of which the
              Company is a member, would constitute a parachute payment (as
              defined in Section 280G(b)(2) of the Code), the payments
              pursuant to this agreement shall be an amount sufficient to
              cover the excise tax on any excess parachute payments.  The
              payments should be calculated as follows:  the gross-up amount
              will equal 20% of the amount of the parachute less 20% of the
              base amount divided by 80% less the aggregate applicable income
              tax rate.

9.      SURVIVAL. The respective obligations of, and benefits afforded to, the
        Company and you as provided in Sections 5, 6(ii), 7, 8, 13 and 14 of
        this Agreement shall survive any termination of this Agreement
        following a Change in Control.

10.     NOTICE. For the purposes of this Agreement, notices and all other
        communications provided for in the Agreement shall be in writing and
        shall be deemed to have been duly given when delivered or mailed by
        United States registered mail, return receipt requested, postage
        prepaid and addressed, in the case of the Company, to the


                                                                              10
<PAGE>

        address set forth below or, in the case of the undersigned employee,
        to the address set forth below his signature, provided that all
        notices to the Company shall be directed to the attention of the Board
        of Directors of the Company, with a copy to the Secretary of the
        Company, or to such other address as either party may have furnished
        to the other in writing in accordance herewith, except that notice of
        change of address shall be effective only upon receipt.

11.     MISCELLANEOUS. No provision of this Agreement may be modified, waived
        or discharged unless such modification, waiver or discharge is agreed
        to in writing signed by you and the Chairman of the Board or President
        of the Company. No waiver by either party hereto at any time of any
        breach by the other party hereto of, or of compliance with, any
        condition or provision of this Agreement to be performed by such other
        party shall be deemed a waiver of similar or dissimilar provisions or
        conditions at the same or at any prior or subsequent time. No
        agreements or representations, oral or otherwise, express or implied,
        with respect to the subject matter hereof have been made by either
        party which are not expressly set forth in this Agreement.
        Notwithstanding any provisions to the contrary, the Board reserves the
        right to provide you with additional benefits, including, but not
        limited to, providing benefits hereunder in excess of the limitations
        described in Section 8, which the Board determines are appropriate in
        its sole discretion.

12.     GOVERNING LAW; VALIDITY. This Agreement shall be governed by and
        construed in accordance with the internal laws of the State of Texas.
        The validity, interpretation, construction and performance of this
        Agreement shall be governed by the laws of the State of Texas. The
        invalidity or unenforceability of any provision of this Agreement
        shall not affect the validity or enforceability of any other provision
        of this Agreement, which shall remain in full force and effect.

13.     ARBITRATION. Any dispute or controversy arising under or in connection
        with this Agreement shall be settled exclusively by arbitration in the
        nearest local office of the American Arbitration Association (AAA) in
        accordance with the rules of the AAA then in effect or by three
        arbitrators who have been selected by mutual agreement of the parties
        who proceed in accordance with the rules of the AAA then in effect.
        Judgment may be entered on the arbitrators' award in any court having
        jurisdiction; provided, however, that you shall be entitled to seek
        specific performance of your right to be paid until the Date of
        Termination during the pendency of any dispute or controversy arising
        under or in connection with this Agreement. The Company shall bear all
        costs and expenses arising in connection with any arbitration
        proceeding pursuant to this Section 13.

14.     EMPLOYEE'S COMMITMENT. You agree that subsequent to your period of
        employment with the Company, you will not at any time communicate or
        disclose to any unauthorized person without the written consent of the
        Company, any proprietary processes of the Company or any subsidiary or
        other confidential information concerning their business, affairs,
        products, suppliers or customers which, if disclosed, would have a
        material adverse effect upon the business or


                                                                              11
<PAGE>

        operations of the Company and its subsidiaries, taken as a whole; it
        being understood, however, that the obligations of this Section 14
        shall not apply to the extent that the aforesaid matters (a) are
        disclosed in circumstances where you are legally required to do so or
        (b) become generally known to and available for use by the public
        otherwise than by your wrongful act or omission. The intent of this
        Section 14 is not to create a non-competition agreement but to protect
        the rights of the Company as provided above.

15.     RELATED AGREEMENTS. To the extent that any provision of any other
        agreement between the Company or any of its subsidiaries and you shall
        limit, qualify or be inconsistent with any provision of this
        Agreement, then for purposes of this Agreement, while the same shall
        remain in force, the provision of this Agreement shall control and
        such provision of such other agreement shall be deemed to have been
        superseded, and to be of no force or effect, as if such other
        agreement had been formally amended to the extent necessary to
        accomplish such purpose.

16.     COUNTERPARTS. This Agreement may be executed in several counterparts,
        each of which shall be deemed to be an original but all of which
        together will constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                                  FVNB CORP.


                                  By:     /s/  Michael S. Anderson
                                     ------------------------------------------
                                     Michael S. Anderson, Chairman of the Board
                                     101 South Main Street
                                     Victoria, Texas  77901



                                         /s/  David M. Gaddis
                                     ------------------------------------------
                                     David M. Gaddis, President & C.E.O.
                                     101 South Main Street
                                     Victoria, Texas  77901



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