Exhibit 10(k)
                   INCENTIVE STOCK OPTION AGREEMENT



THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option 
Agreement"), made as of this 18th day of May, 1998, by and 
between Philip R. Jamison  (the "Participant"), and Beard 
Technologies, 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 ISO OPTION. The Company hereby grants to the 
Participant an incentive stock option (the "ISO Option") intended 
to qualify under Section 422 of the Internal Revenue Code of 
1986, as amended (the "Code") to purchase all or any part of an 
aggregate of twenty-five (25) shares of its Common Stock, par 
value $10.00, (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 
ten dollars and no/100ths($10.00)(the "Option Price").

2. TIMES OF EXERCISE OF ISO OPTION. After and only after the 
conditions of Section 8 hereof have been satisfied, the 
Participant shall be eligible to exercise that portion of his ISO 
Option pursuant to the schedule set forth hereinafter. 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 any of the "Exercise 
Dates" specified hereafter, 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 Date, on a cumulative basis, the number of 
shares of Stock determined by multiplying the aggregate number of 
shares set forth in the foregoing Section 1 by the designated 
percentage set forth hereafter.

                                                Percent of ISO
Exercise Dates                                 Option Exercisable
--------------                                 ------------------

On or after, May 18, 1999                            20%
On or after, May 18, 2000                            20%
On or after, May 18, 2001                            20%
On or after, May 18, 2002                            20%
On or after, May 18, 2003                            20%

3. TERM OF ISO OPTION. ISO Options shall be granted on the 
following terms and conditions: ISO 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 ISO 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 (the "ISO 
Period") during which any ISO Option 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 ISO Options under this Option Agreement have not been 
previously exercised, such ISO 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 expected to 
perform as a key employee of the Company.

At all times during the period commencing with the date an 
ISO Option is granted to a Participant and ending on the earlier 
of the expiration of the ISO Period applicable to such ISO Option 
or the date which is three (3) months prior to the date the ISO 
Option is exercised by such Participant, such Participant must be 
an employee of either (i) the Company,(ii) a parent or a 
subsidiary corporation of the Company, or (iii) a corporation or 
a parent or a subsidiary corporation of such corporation issuing 
or assuming an ISO Option in a transaction to which Section 
424(a) of the Code applies.  Provided, in the case of a 
Participant who incurs a disability, the aforesaid three (3) 
month period shall mean a one (1) year period.  Provided further, 
in the event a Participant's employment is terminated by reason 
of his death, his personal representative may exercise any 
unexercised ISO Option granted to the Participant at any time 
within one (1) year after the Participant's death but in any 
event not after the expiration of the ISO Period applicable to 
such ISO Option.

4. NONTRANSFERABILITY OF STOCK OPTIONS. Except as otherwise 
herein provided, any ISO Option granted shall not be transferable 
otherwise than by will or the laws of descent and distribution, 
and the ISO Option may be exercised, during the lifetime of the 
Participant, only by him. More particularly (but without limiting 
the generality of the foregoing), the ISO 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 ISO 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 ISO 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 ISO OPTIONS. With
respect to ISO Options granted hereunder, the following special 
rules shall apply:

(a) Annual Limitation on Exercise of ISO Options. 
Except as provided in Section 8 herein, with respect to ISO 
Options granted, in no event during any calendar year will the 
aggregate "fair market value" (determined as of the time the ISO 
Option is granted) of the Stock for which the Participant may 
first have the right to exercise under an ISO Option granted 
under all "incentive stock option" plans qualified under Section 
422 of the Code which are sponsored by the Company, its parent 
and its subsidiary corporations exceed $100,000.  For purposes of 
this Section 6(a), "incentive stock options," as defined under 
Section 422 (and its predecessor Section 422A) of the Code, 
granted prior to January 1, 1987, shall be disregarded when 
calculating the foregoing $100,000 limitation. 

(b)  Acceleration  of  Otherwise  Unexercisable ISO 
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  
any ISO 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.

(c)	Number of ISO Options Granted. Participants may be 
granted more than one ISO 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 an ISO Option under 
this Option Agreement shall not affect any outstanding ISO Option 
previously granted to a Participant.

(c)	Assumption of Outstanding ISO 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 ISO Options outstanding 
under this Option Agreement or issue new ISO Options in place of 
such outstanding ISO Options. Provided, such assumption of 
outstanding ISO 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 ISO Option as defined 
in Section 424(h) of the Code.

(d)	Adjustments Under Changes in Capitalization. The 
aggregate number of shares of Stock under ISO 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 ISO 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 ISO Option herein granted shall be by written notice to the 
Secretary or Personnel Manager of the Company prior to the date 
the ISO 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 ISO 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 ISO 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 ISO 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 any ISO Option, then, such common stock shall be 
valued at "fair market value". For all purposes of effecting the 
exercise of an ISO 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 ISO Option. The Committee may also adopt 
such other procedures which it desires for the payment of the 
purchase price upon the exercise of an ISO Option which are not 
inconsistent with the applicable provisions of the Code which 
relate to Stock Options.

(c)	Further Information.  In the event the ISO Option 
is exercised, pursuant to the foregoing provisions of this 
Section 7, by any person or persons other than the Participant in 
the event of the death of the Participant, such notice shall also 
be accompanied by appropriate proof of the right of such person 
or persons to exercise the ISO Option.  The notice so required 
shall be given by personal delivery to the Secretary or the 
Personnel Manager of the Company or by registered or certified 
mail, addressed to the Company at 5600 N. May Avenue, Suite 320, 
Oklahoma City, Oklahoma 73112, and it shall be deemed to have 
been given when it is so personally delivered or when it is 
deposited in the United States mail in an envelope addressed to 
the Company, as aforesaid, properly stamped for delivery as a 
registered or certified letter.   

8. SECURITIES LAW RESTRICTIONS. ISO 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 
ISO Option prior to the purchase of such shares of Stock by 
exercise of the ISO 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.

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.

                                  BEARD TECHNOLOGIES, INC., 
                                  an Oklahoma corporation 

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

                                                    "COMPANY"

                                  PHILIP R. JAMISON   
                                  Philip R. Jamison, an individual

                                                    "PARTICIPANT"