EXHIBIT 10(n)

                         INTERSTATE TRAVEL FACILITIES, INC.




                          ______________________________



                       NONQUALIFIED STOCK OPTION AGREEMENT


Name:  Toby Tindell                              Grant Date: February 27, 1998


                                                        Percent of Stock
Shares Subject to                                       Option Exercisable
  Option:   18,750                                             100%
Expiration Date: February 26, 2008
Option Price:   $29.00
<PAGE>
                        NONQUALIFIED STOCK OPTION AGREEMENT


      THIS  NONQUALIFIED  STOCK OPTION AGREEMENT (the "Option Agreement"), made
as of the grant date set forth  on the cover page of this Option Agreement (the
"Cover Page") by and between Toby  Tindell  ("Tindell")  and  INTERSTATE TRAVEL
FACILITIES, INC. (the "Company").

                             W I T N E S S E T H:

      WHEREAS,  Tindell  is  an  executive officer of the Company,  and  it  is
important to the Company that Tindell  be  encouraged to remain as an executive
officer of the Company; and

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

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

      SECTION 1. GRANT OF STOCK OPTION.  The Company hereby grants to Tindell a
nonqualified  stock  option (the "Stock Option") to purchase all or any part of
the number of shares of  its voting common stock, par value $1.00 (the "Stock")
set forth on the Cover Page,  under  and subject to the terms and conditions of
this Option Agreement.  The purchase price  for  each  share  to  be  purchased
hereunder  shall  be  the option price set forth on the Cover Page (the "Option
Price").

      SECTION 2. TIMES OF EXERCISE OF STOCK OPTION.  After, and only after, the
conditions of Section 6  hereof have been satisfied and Tindell and the Company
have executed a mutually satisfactory  buy/sell  agreement,  Tindell  shall  be
eligible  to  exercise  the  Stock  Option  after the first to occur of (i) the
Company  attaining a net worth of not less than  $4,400,000  (net  worth  being
determined by subtracting liabilities from assets as reflected on the Company's
balance  sheet  prepared  in  accordance  with  generally  accepted  accounting
principles),  or  (ii)  the merger or consolidation of the Company with or into
another entity (whether or  not the Company is a surviving entity), the sale of
all or substantially all of the  assets  of  the  Company  or  the dissolution,
termination of existence or liquidation of the Company.

      SECTION  3. TERM OF STOCK OPTION.  The Stock Option shall expire  at  the
close of business  on  the expiration date set forth on the Cover Page, and may
not be exercised after such expiration date.

      SECTION 4. TRANSFERABILITY OF STOCK OPTION.

            (a) GENERAL.   Except as provided in Section 4(b) hereof, the Stock
Option shall not be transferable  otherwise than by will or the laws of descent
and distribution, and the Stock Option may be exercised, during the lifetime of
Tindell,  only  by  Tindell.   More  particularly  (but  without  limiting  the
generality of the foregoing), the Stock Option may not be assigned, transferred
(except as provided above and in Section  4(b) hereof), 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.

            (b) LIMITED  TRANSFERABILITY  OF OPTION.  The Stock Option  may  be
transferred by Tindell to (i) the ex-spouse of Tindell pursuant to the terms of
a  domestic  relations order, (ii) the spouse,  children  or  grandchildren  of
Tindell ("Immediate Family Members"), (iii) a trust or trusts for the exclusive
benefit of such  Immediate  Family Members, or (iv) a partnership in which such
Immediate Family Members are  the  only partners; provided that there may be no
consideration for any such transfer  and  subsequent  transfers  of transferred
Stock  Option shall be prohibited except those in accordance with Section  4(a)
hereof.  Following transfer, any such Stock Option shall continue to be subject
to the same  terms  and  conditions  as  were  applicable  immediately prior to
transfer,  provided that for purposes of this Section 4(b) the  term  "Tindell"
shall be deemed  to  refer  to  the  transferee.   No transfer pursuant to this
Section 4(b) shall be effective to bind the Company  unless  the  Company shall
have  been  furnished  with written notice of such transfer together with  such
other documents regarding the transfer as the Company shall request.

      SECTION 5. METHOD OF EXERCISING STOCK OPTION.

            (a) PROCEDURES  FOR  EXERCISE.   The manner of exercising the Stock
Option  herein  granted shall be by written notice  to  the  Secretary  of  the
Company at the time  the Stock Option, or part thereof, is to be exercised, and
in any event prior to  the  expiration  of the Stock Option.  Such notice shall
state the election to exercise the Stock  Option, the number of shares of Stock
to be purchased upon exercise, and the form of payment to be used, and shall be
signed by the person so exercising the Stock Option.

            (b) FORM OF PAYMENT.  Payment in full for shares of Stock purchased
under  this  Option Agreement shall accompany  Tindell's  notice  of  exercise,
together with  payment  for any applicable withholding taxes.  Payment shall be
made (i) in cash or by check,  draft or money order payable to the order of the
Company, (ii) by delivering Stock  or  other  equity  securities of the Company
having a Fair Market Value on the date of payment equal  to  the  amount of the
Option  Price,  (iii) by assigning that certain Promissory Note of the  Company
issued in favor of  Tindell  of  even  date  herewith  to the Company or (iv) a
combination thereof.  For all purposes of effecting the  exercise  of the Stock
Option, the date on which Tindell gives the notice of exercise to the  Company,
together  with  payment  for  the  shares  of  Stock  being  purchased  and any
applicable withholding taxes, shall be the "date of exercise."  If a notice  of
exercise  and  payment  are  delivered at different times, the date of exercise
shall be the date the Company  first  has in its possession both the notice and
full payment as provided herein.

            (c) FURTHER  INFORMATION.   In   the  event  the  Stock  Option  is
exercised, pursuant to the foregoing provisions  of  this  Section  5,  by  any
person other than Tindell due to the transfer of the Stock Option in accordance
with  Section  4  hereof,  such notice shall also be accompanied by appropriate
proof of the right of such person  to exercise the Stock Option.  The notice so
required shall be given by personal  delivery  or facsimile to the Secretary of
the Company or by registered or certified mail,  addressed  to  the  Company at
Enterprise  Plaza,  Suite  320,  5600 North May Avenue, Oklahoma City, Oklahoma
73112, and it shall be deemed to have  been  given  when  it  is  so personally
delivered,  upon  facsimile confirmation 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.

      SECTION  6.  SECURITIES  LAW RESTRICTIONS.  The  Stock  Option  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.   If  deemed  necessary  by  the Company to
comply with the Act or any applicable laws or regulations relating  to the sale
of  securities, Tindell, at the time of exercise and as a condition imposed  by
the Company,  shall  represent,  warrant  and  agree  that  the shares of Stock
subject to the Stock Option are being purchased for investment and not with any
present  intention  to resell the same and without a view to distribution,  and
Tindell shall, upon the  request  of  the  Company,  execute and deliver to the
Company  an  agreement  to such effect.  Tindell acknowledges  that  any  stock
certificate representing  Stock  purchased  under  such  circumstances  will be
issued with a restricted securities legend.

      SECTION 7. NOTICES.  All notices or other communications relating to this
Option  Agreement  as  it  relates  to Tindell shall be in writing and shall be
delivered personally or mailed (U.S.  Mail)  by  the  Company to Tindell at the
then  current  address as maintained by the Company or such  other  address  as
Tindell may advise the Company in writing.

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

                                      INTERSTATE  TRAVEL  FACILITIES,  INC., an
                                      Oklahoma corporation


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

                                                                   "COMPANY"


                                      TOBY TINDELL
                                      Toby Tindell