Exhibit 10(h)
                          AMENDED AND RESTATED
                   NONQUALIFIED STOCK OPTION AGREEMENT



THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option 
Agreement"), made as of this 12th day of November, 1998, by and 
between Jerry S. Neely  (the "Participant"), and ISITOP, Inc. 
(the "Company")


                          W I T N E S S E T H:


WHEREAS, the Participant is a key management employee of the 
Company, its parent or any subsidiary of the Company, and it is 
important to the Company that the Participant be encouraged to 
remain in the employ of the Company, its parent or any subsidiary 
of the Company; and

WHEREAS, in recognition of such facts, the Company desires 
to provide to the Participant an opportunity to purchase shares 
of the common stock of the Company, as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants 
hereinafter set forth and for good and valuable consideration, 
the Participant and the Company hereby agree as follows:

1. GRANT OF STOCK OPTION. The Company hereby grants to the 
Participant a stock option (the "Stock Option") to purchase all 
or any part of an aggregate of three thousand seven hundred fifty 
(3,750) shares of its Common Stock, par value $0.30, (the 
"Stock") as set forth below, under and subject to the terms and 
conditions of this Option Agreement. The purchase price for each 
share to be purchased hereunder shall be two dollars and thirteen  
and one-third cents ($2.133333) (the "Option Price")

2. TIMES OF EXERCISE OF STOCK OPTION. The Participant shall 
be eligible to exercise his Stock Option only after the Company 
has repaid The Beard Company ("Beard") for all advances made by 
Beard to the Company pursuant to the Subscription Agreement 
attached as Exhibit "A" plus any accrued interest and Beard's 
initial $32,000 investment in the Company (the "Exercise Event"). 
In addition, the conditions of Section 8 hereof must be satisfied 
before the Participant shall be eligible to exercise his Stock 
Option. If the Participant's employment with the Company (or its 
parent or of any one or more of the subsidiaries of the Company) 
remains full-time and continuous at all times prior to the 
Exercise Event, then the Participant shall be entitled, subject 
to the applicable provisions of this Option Agreement having been 
satisfied, to exercise on or after the applicable Exercise Event, 
on a cumulative basis, the number of shares of Stock set forth in 
the foregoing Section 1.

3. TERM OF STOCK OPTION. Stock Options shall be granted on 
the following terms and conditions. Stock Options shall only be 
granted to key management employees, directors or key 
professional employees of the Company, its parent or any 
subsidiary of the Company. No Stock Option shall be exercisable 
more than ten (10) years from the date of grant. Subject to such 
limitations, the Committee shall have the discretion to fix the 
period ("Option Period") during which Stock Options may be 
exercised. Provided, notwithstanding anything in this Option 
Agreement to the contrary, if the employment of the Participant 
is terminated for "Cause" prior to the expiration of the Option 
Period, to the extent any Stock Options under this Option 
Agreement have not been previously exercised, such Stock Options 
shall automatically and immediately expire as of the date of such 
termination of employment, regardless of the extent to which it 
would have been otherwise exercisable at such time. For purposes 
of this Option Agreement, termination of the Participant's 
employment by the Company for Cause shall mean termination for 
one of the following reasons: (i) the conviction of the 
Participant of a felony by a federal or state court of competent 
jurisdiction; (ii) an act or acts of dishonesty taken by the 
Participant and intended to result in substantial personal 
enrichment of the Participant at the expense of the Company; or 
(iii) the Participant's willful breach or habitual neglect of the 
duties which he is required to perform under the Employment 
Agreement between the Company and the Participant.

4. NONTRANSFERABILITY OF STOCK OPTIONS. Except as otherwise 
herein provided, any Stock Option granted shall not be 
transferable otherwise than by will or the laws of descent and 
distribution, and the Stock Option may be exercised only by him. 
More particularly (but without limiting the generality of the 
foregoing), the Stock Option may not be assigned, transferred 
(except as provided above), pledged or hypothecated in any way, 
shall not be assignable by operation of law and shall not be 
subject to execution, attachment, or similar process. Any 
attempted assignment, transfer, pledge, hypothecation or other 
disposition of the Stock Option contrary to the provisions hereof 
shall be null and void and without effect.

5. EMPLOYMENT. So long as the Participant shall continue to 
be a full-time and continuous employee of the Company, its parent 
or one or more of the subsidiaries of the Company, any Stock 
Option granted to him shall not be affected by any change of 
duties or position. Nothing in this Option Agreement shall confer 
upon the Participant any right to continue in the employ of the 
Company, its parent or any of the subsidiaries of the Company, or 
interfere in any way with the right of the Company, its parent or 
any of the subsidiaries of the Company to terminate such 
Participant's employment at any time.

6. SPECIAL RULES WITH RESPECT TO STOCK OPTIONS. With
respect to Stock Options granted hereunder, the following special 
rules shall apply:

(a)	Acceleration  of  Otherwise  Unexercisable  Stock 
Options on Retirement. Death, Disability or Other Special Circum-
stances. The Committee, in its sole discretion, may permit (i) a 
Participant who terminates employment due to retirement, (ii) a 
Participant who terminates employment due to a disability, (iii) 
the personal representative of a deceased Participant, or (iv) 
any other Participant who terminates employment upon the 
occurrence of special circumstances (as determined by the 
Committee) to purchase all or any part of the shares subject to 
Stock Option on the date of the Participant's retirement, 
disability, death, or as the Committee otherwise so determines, 
notwithstanding that all installments, if any, had not accrued on 
such date.

(b)	Number of Stock Options Granted. Participants may 
be granted more than one Stock Option. In making any such deter-
mination, the Committee shall obtain the advice and 
recommendation of the officers of the Company, its parent, or a 
subsidiary of the Company which have supervisory authority over 
such Participants. Further, the granting of a Stock Option under 
this Option Agreement shall not affect any outstanding Stock 
Option previously granted to a Participant under the Plan.

(c)	Assumption of Outstanding Stock Options. To the 
extent permitted by the applicable provisions of the Code, any 
successor to the Company succeeding to, or assigned the business 
of, the Company as the result of or in connection with a 
corporate merger, consolidation, combination, reorganization or 
liquidation transaction shall assume Stock Options outstanding 
under this Option Agreement or issue new Stock Options in place 
of such outstanding Stock Options. Provided, such assumption of 
outstanding Stock Options is to be made on a fair and equivalent 
basis in accordance with the applicable provisions of Section 
424(a) of the Code; provided, further, in no event will such 
assumption result in a modification of any Stock Option as 
defined in Section 424(h) of the Code.

(d)	Adjustments Under Changes in Capitalization. The 
aggregate number of shares of Stock under Stock Options granted 
under this Option Agreement, the Option Price and the total 
number of shares of Stock which may be purchased by a Participant 
on exercise of the Stock Option shall be appropriately adjusted 
or modified by the Committee to reflect any recapitalization, 
stock split, merger, consolidation, reorganization, combination, 
liquidation, stock dividend or similar transaction involving the 
Company. Provided, any such adjustment shall be made in such a 
manner as to not constitute a modification as defined in Section 
424(h) of the Code.

7. METHOD OF EXERCISING STOCK OPTIONS.

(a)	Procedures for Exercise. The manner of exercising 
the Stock Option herein granted shall be by written notice to the 
Secretary or Personnel Manager of the Company prior to the date 
the Stock Option, or part thereof, is to be exercised, and in any 
event prior to the expiration of the Option Period. Such notice 
shall state the election to exercise the Stock Option and the 
number of shares of Stock with respect to that portion of the 
Stock Option being exercised, and shall be signed by the person 
or persons so exercising the Stock Option.

(b)	Form of Payment. Payment for shares of Stock 
purchased under this Option Agreement shall be made in full and 
in cash or by check, Stock of the Company or a combination 
thereof, at the time of exercise of the Stock Options as a 
condition thereof, and no loan or advance shall be made by the 
Company for the purpose of financing, in whole or in part, the 
purchase of Stock. In the event that common stock of the Company 
is utilized as consideration for the purchase of Stock upon the 
exercise of a Stock Option, then, such common stock shall be 
valued at "fair market value". For all purposes of effecting the 
exercise of a Stock Option, the date on which the Participant 
gives the notice of exercise to the Company will be the date he 
becomes bound contractually to take and pay for the shares of 
Stock underlying the Stock Option. The Committee may also adopt 
such other procedures which it desires for the payment of the 
purchase price upon the exercise of a Stock Option which are not 
inconsistent with the applicable provisions of the Code which 
relate to Stock Options.

(c)	Payment of Withholding Taxes. No exercise of any 
Stock Option shall be permitted nor shall any Stock be issued to 
the Participant until the Company receives full payment for the 
Stock purchased which shall include any required state and 
federal withholding taxes. Further, upon the exercise of any 
Stock Option, the Participant may direct the Company to retain 
from the shares of Stock to be issued upon exercise of the Stock 
Option that number of initial shares of Stock (based on fair 
market value) that would be necessary to satisfy the requirements 
for withholding any amounts of taxes due upon the exercise of 
such Stock Option.

8. SECURITIES LAW RESTRICTIONS. Stock Options shall be 
exercised and Stock issued only upon compliance with the 
Securities Act of 1933, as amended (the "Act"), and any other 
applicable securities law, or pursuant to an exemption therefrom.

9. SHAREHOLDER RIGHTS. The Participant shall have no rights 
as a shareholder with respect to any shares of Stock subject to a 
Stock Option prior to the purchase of such shares of Stock by 
exercise of the Stock Option.

10. NOTICES. All notices or other communications 
relating to the Plan and this Option Agreement as it relates to 
the Participant shall be in writing and shall be mailed (U.S. 
Mail) by the Company to the Participant at the then current 
address as maintained by the Company or such other address as the 
Participant may advise the Company in writing.

11.  SUPERSEDES PRIOR GRANT.  This Option Agreement 
supersedes and replaces the prior grant to the Participant dated 
the 1st day of April, 1997.

IN WITNESS WHEREOF, the Company has caused this Option 
Agreement to be duly executed by its officers thereunto duly 
authorized, and the Participant has hereunto set his hand and 
seal, all on the day and year first above written.

                                   ISITOP, INC., an Oklahoma corporation 

                                   By  HERB MEE, JR.
                                       Herb Mee, Jr.,Vice President

                                                          "COMPANY"

                                   JERRY S. NEELY
                                   Jerry S. Neely, an individual

                                                        "PARTICIPANT"