PROMISSORY NOTE

$120,000.00                                              Oklahoma City, Oklahoma
                                                                November 1, 1999

        For value  received,  the undersigned  ("Maker")  promises to pay to the
order of Bulldog Investment  Company,  an Arizona limited liability company,  or
its assigns (the "Holder"),  at 3710 East Kent Drive,  Phoenix,  AZ 85044, or at
such other place as Holder may designate in writing,  in  immediately  available
U.S.  funds,  the sum of One  Hundred  and Twenty  Thousand  and no/100  Dollars
($120,000.00),  together  with  interest on the  outstanding  principal  balance
computed  on the basis of a 365 day year from the above  date  until paid at the
rate of ten percent (10%) per annum.  The principal  amount and interest will be
due and payable full on demand.  Holder agrees not to demand  payment as long as
Holder  receives  payments in ratio to the greater of payments made, with regard
to maker's note dated May 31, 1998 to New Direction  Center of America,  L.L.C.,
to Ron Alexander or his affiliates  ("Alexander")  or R. C. Cunningham II or his
affiliates  ("Cunnigham")  or the average of Alexander and  Cunnigham's  ratios,
whichever is greater.  For example,  if Alexander is owed  $250,000 plus accrued
interest and receives a $50,000  payment and Cunnigham  receives no payment then
Holder will recive a $24,000 payment ($50,000/$250,000) times $120,000.

        Maker  also  agrees  that:  (a) it will pay all  costs and  expenses  of
collection of this note,  including  reasonable  attorney's fees; and (b) at the
option of the  Holder,  the unpaid  balance  of this note  shall  become due and
payable  immediately  without  notice,  with interest  thereon after the date of
exercise of such option until paid in the event Maker becomes  insolvent as that
term  is  defined  in the  U.S.  Bankruptcy  Code or in the  event  garnishment,
attachment,  execution,  levy or assessment of tax  deficiency is issued against
any of the property or assets of Maker.

        Maker hereof severally (a) waives  presentment,  demand,  grace periods,
diligence,  notice of dishonor  and protest  and all  exemption  laws and rights
thereunder  affecting the full  collection of this note;  (b) consents,  without
notice,  to any indulgence  granted to any party by the Holder;  (c) agrees that
time is of the essence of Maker's obligations hereunder; and (d) agrees that any
delay in  Holder's  exercise  of its rights  hereunder  or  otherwise  shall not
constitute a waiver of any such rights.

        Without  limiting  the  right of the  Holder  to  bring  any  action  or
proceeding  against  the Maker or against any  property  of Maker (an  "Action")
arising out of or relating to this note or any indebtedness evidenced thereby in
the  courts of other  jurisdictions,  Maker  hereby  irrevocably  submits to the
jurisdiction,  process and venue of any Oklahoma  State or Federal Court sitting
in Oklahoma City,  Oklahoma and hereby irrevocably agrees that any Action may be
heard and  determined in such State or Federal Court.  Maker hereby  irrevocably
waives, to the fullest extent it may effectively do so, the defenses of (1) lack
of jurisdiction over any person,  (2) inconvenient  forum or (3) improper venue,
to the maintenance of any Action in any jurisdiction.

        This  note  shall be  construed  according  to the laws of the  State of
Oklahoma.

                "MAKER"
                Sooner Holdings, Inc.
                2680 W. I-40
                Oklahoma City, Oklahoma  73108


                By:                                      date
                     -------------------------                --------------
                Its: President

                                      EX-1

                                PROMISSORY NOTE

$180,000.00                                              Oklahoma City, Oklahoma
                                                                November 1, 1999

        For value  received,  the undersigned  ("Maker")  promises to pay to the
order of Aztore  Holdings,  Inc.,  an Arizona  corporation,  or its assigns (the
"Holder"), at 3710 East Kent Drive, Phoenix, AZ 85044, or at such other place as
Holder may designate in writing, in immediately available U.S. funds, the sum of
One Hundred and Eighty Thousand and no/100 Dollars ($180,000.00),  together with
interest on the outstanding principal balance computed on the basis of a 365 day
year from the above date until paid at the rate of ten percent  (10%) per annum.
The principal amount and interest will be due and payable full on demand. Holder
agrees not to demand payment as long as Holder receives payments in ratio to the
greater of payments made,  with regard to maker's note dated May 31, 1998 to New
Direction  Center  of  America,  L.L.C.,  to Ron  Alexander  or  his  affiliates
("Alexander")  or R. C.  Cunningham II or his  affiliates  ("Cunnigham")  or the
average of Alexander and Cunnigham's ratios,  whichever is greater. For example,
if  Alexander  is owed  $250,000  plus  accrued  interest and receives a $50,000
payment  and  Cunnigham  receives  no payment  then Holder will recive a $36,000
payment ($50,000/$250,000) times $180,000.

        Maker  also  agrees  that:  (a) it will pay all  costs and  expenses  of
collection of this note,  including  reasonable  attorney's fees; and (b) at the
option of the  Holder,  the unpaid  balance  of this note  shall  become due and
payable  immediately  without  notice,  with interest  thereon after the date of
exercise of such option until paid in the event Maker becomes  insolvent as that
term  is  defined  in the  U.S.  Bankruptcy  Code or in the  event  garnishment,
attachment,  execution,  levy or assessment of tax  deficiency is issued against
any of the property or assets of Maker.

        Maker hereof severally (a) waives  presentment,  demand,  grace periods,
diligence,  notice of dishonor  and protest  and all  exemption  laws and rights
thereunder  affecting the full  collection of this note;  (b) consents,  without
notice,  to any indulgence  granted to any party by the Holder;  (c) agrees that
time is of the essence of Maker's obligations hereunder; and (d) agrees that any
delay in  Holder's  exercise  of its rights  hereunder  or  otherwise  shall not
constitute a waiver of any such rights.

        Without  limiting  the  right of the  Holder  to  bring  any  action  or
proceeding  against  the Maker or against any  property  of Maker (an  "Action")
arising out of or relating to this note or any indebtedness evidenced thereby in
the  courts of other  jurisdictions,  Maker  hereby  irrevocably  submits to the
jurisdiction,  process and venue of any Oklahoma  State or Federal Court sitting
in Oklahoma City,  Oklahoma and hereby irrevocably agrees that any Action may be
heard and  determined in such State or Federal Court.  Maker hereby  irrevocably
waives, to the fullest extent it may effectively do so, the defenses of (1) lack
of jurisdiction over any person,  (2) inconvenient  forum or (3) improper venue,
to the maintenance of any Action in any jurisdiction.

        This  note  shall be  construed  according  to the laws of the  State of
Oklahoma.

                "MAKER"
                Sooner Holdings, Inc.
                2680 W. I-40
                Oklahoma City, Oklahoma  73108


                By:                                      date
                     -------------------------                --------------
                Its: President


                                      EX-2

Letter agreement regarding financial outsourcing between
Sooner Holdings, Inc. and Bulldog Advisors
page 43 of 45; dated January 1, 1999
----------------------------------------------------------------------

November 1, 1999

Mr. R.C. Cunningham II
President
Sooner Holdings, Inc.
2680 West I-40
Oklahoma City, OK  73108

RE:     Debt Cancellation

Dear R.C.:

The purpose of this letter is to document the  agreement  of Bulldog  Investment
Company,  LLC  ("Bulldog")  and  Aztor  Holdings,   Inc.  to  restructure  their
outstanding liabilities due from Sooner. The undersigned agree to accept for any
outstanding  liabilities  a $120,000 note payable to Bulldog and a $180,000 note
payable to Aztor. These notes are attached to this letter. This release requires
the execution of these notes and our "Advisory and Management  Agreement"  dated
January  1, 1999,  also  attached  hereto.  The  liabilities  for cash and stock
accrued or accruing under the Advisory and Management Agreement are not effected
by this settlement.

        This Agreement is intended as a mutual release  between  Bulldog,  Aztor
and Sooner (jointly the "Parties").  The Parties for themselves and on behalf of
their respective  successors and assigns,  fully release, quit and discharge the
other,   and  all  their  officers  and  directors,   employees,   shareholders,
consultants,  attorneys, accountants, other professionals,  insurers, agents and
all other entities related to each party,  including but not limited to assigns,
parent corporations,  subsidiaries, sister corporations, and affiliates (jointly
the "Related  Parties") from all rights,  claims,  demands,  actions,  causes of
action (jointly, the "Claims"), which each party now has or may have against the
other or any of them from any source  what-so-ever  whether  or not (a)  arising
from or related to the above recited facts,  (b) know or unknown,  (c) disclosed
or  undisclosed,  except for those  rights or  obligations  arising  out of this
Agreement,  the Advisory and Management Agreement and any agreements between the
Parties  subsequent to the date hereof (the  "Remaining  Agreements")  or of the
acts of each party in caring out the obligations of the Remaining Agreements.

        Except for the  Remaining  Agreements,  the  Parties  agree to hold each
other  harmless  and  indemnify  and shall  defend  each  Party and its  Related
Parties,  directors,  officers,  employees  or agents from all  Claims,  losses,
actions, damages,  liabilities and expenses, including attorney's fees and costs
arising from,  related to or in  connection  with the actions and omissions of a
Party  and/or  their  successors  and  assigns  that occur,  or with  respect to
omissions,  fail to occur,  after the date  hereof or from any Claims by Related
Parties for prior actions of a Party.

Very truly yours,                       Accepted and Agreed

--------------------------------------------------------------------------------
                    3710 East Kent Drive, Phoenix, AZ 85044
         (480) 759-9400, facsimile (480) 759-9401, email mike@aztore.com


Letter agreement regarding financial outsourcing between
Sooner Holdings, Inc. and Bulldog Advisors
page 44 of 45; dated January 1, 1999
----------------------------------------------------------------------



----------------------------------------        ------------------------------
Michael S. Williams                             R.C Cunningham, President
President, Aztore Holidngs, Inc.
and Managing Director Bulldog Investment
Company, LLC                                    date:
                                                      ------------------------

                                      EX-3

--------------------------------------------------------------------------------
                    3710 East Kent Drive, Phoenix, AZ 85044
         (480) 759-9400, facsimile (480) 759-9401, email mike@aztore.com


Letter agreement regarding financial outsourcing between
Sooner Holdings, Inc. and Bulldog Advisors
page 45 of 45; dated January 1, 1999
----------------------------------------------------------------------


SUBSIDIARIES OF THE REGISTRANT
NAME OF SUBSIDIARY                            State of incorporation
---------------------------------------      --------------------------
Charlie O Business Park Incorporated         Oklahoma
New Directions Acquisition Corp.             Oklahoma


                                      EX-4

--------------------------------------------------------------------------------
                    3710 East Kent Drive, Phoenix, AZ 85044
        (480) 759-9400, facsimile (480) 759-9401, email mike@aztore.com