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           AMENDMENT NO. 1 TO CONSULTING FEE AGREEMENT
                                
     This Amendment No. 1 (the "Amendment") to the Consulting Fee
Agreement dated February 28, 1997 (the "Agreement") between Mason
Oil Company, Inc. (the "Company"), and Carl L. Smith, III,
Matthew A. Veal, and Peg Quisenberry (collectively, the
"Consultants"), is made and entered into this 8th day of May,
1997, by and between the Company and the Consultants.

                         R E C I T A L S

     WHEREAS, the Company and the Consultants are parties to the
Agreement, whereby the Consultants were engaged by the Company to
perform certain consulting services in connection with the
Company's corporate organizational and public relations matters.
Also party to the Agreement was another consultant, David Wood,
as to whom the Agreement has already expired according to its
terms; and

     WHEREAS, pursuant to the Agreement, the Company agreed to
pay the Consultants as compensation, for services rendered and to
be rendered by the Consultants thereunder, certain shares of the
Company's common stock, in varying amounts with respect to each
Consultant; and

     WHEREAS, the Agreement provides for a single distribution of
the Shares to the Consultants, which method of distribution was
not the intention of the parties thereto, and the parties desire
to modify the Agreement to instead provide for the issuance of
options to be exercisable in eight equal increments on a
quarterly basis over aperiod of two years, subject to the terms
and conditions set forth in this Amendment;

     NOW THEREFORE, for and in consideration of the mutual
covenants and promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which the
parties expressly acknowledge, the parties hereto agree as
follows:

     1.   Use of Terms.  Unless otherwise indicated herein, all
capitalized terms used herein shall have the same meanings as
ascribed to them in the Agreement.

     2.   Return of Shares.  With respect to Paragraph 2 of the
Agreement, and notwithstanding the provisions of Paragraph 4 of
the Agreement, the Consultants shall not be entitled to receive a
single distribution of the Shares otherwise provided for by
Paragraph 2 of the Agreement, and each Consultant shall, promptly
following execution of this Amendment, return and deliver to the
Company any and all certificates representing the previously
issued Shares, duly endorsed for transfer to the Company.  All
rights arising under Paragraph 2 of the Agreement are hereby
terminated in their entirety.

     3.   Cancellation of Option.  The parties agree that the
Option provided for in Paragraph 3 of the Agreement is hereby
canceled, and any and all certificates representing any Option
Shares that have been issued upon the exercise of each Option or
any part thereof shall be returned and delivered to the Company
by the applicable Consultant, duly endorsed for transfer to the
Company.

     4.   Grant of Options.  All rights arising under Paragraph 4
of the Agreement are hereby terminated in their entirety.  In
order to recognize and reflect the ongoing nature of the services
to be rendered by the Consultants, and in consideration for such
services, the Company hereby grants an option to each the
Consultants, exercisable for the purchase of up to the number of
shares of the Company's common stock as set forth on the
following schedule (the "Options"), at a purchase price of $0.02
per share, which Options may be exercised in accordance with the
terms of Paragraph 5 of this Amendment:

          Name of Consultant                 Total Number of  Shares
          Carl L. Smith, III                      350,000
          Matthew A. Veal                         350,000
          Peg Quisenberry                         200,000

     5.   Excercise of Options; Expiration.  The Options shall
mature and become exercisable to purchase shares of the Company's
common stock in seven progressive increments over a period of two
years.  The following schedule sets forth the incremental
maturation of the Options, and shows the total number of shares
for which the Options may be exercised as of and after the dates
shown, assuming that no shares of the Company's common stock have
been purchased by exercise of the Options prior to any such date:

                         Total Shares Eligible to be Purchased as of:
<TABLE>
<CAPTION>                                                      

             Amendment
Name of      Effective   Septem-  Decem-  March 31, June 30,  Septem-  Decem-
Consultant     Date      ber 30,  ber 31,                     ber 30,  ber 31,
<S>            <C>         <C>      <C>      <C>       <C>       <C>     <C>

Carl L. 
 Smith, III    87,500    131,250  175,000  218,750   262,500  306,250   350,000

Mathew A.
 Veal          87,500    131,250  175,000  218,750   262,500  306,250   350,000

Peg 
 Quisenberry   50,000     75,000  100,000  125,000   150,000  175,000   250,000
</TABLE>


The "Amendment Effective Date" shall mean the date first set
forth above.  No Options shall mature and become exercisable
until the Amendment Effective Date.  Moreover, no Consultant may
exercise any Options to purchase any shares of the Company's
common stock following termination of the Agreement as to such
Consultant in accordance with the terms and provisions of
Paragraph 10 of the Agreement; provided, however, that any
Consultant may exercise Options to purchase shares of the
Company's common stock which had become exercisable in accordance
with the foregoing table prior to the date of such termination of
the Agreement.  The Options may be exercised in whole in or in
part, so long as the total number of shares issued to any
Consultant upon exercise of the Options does not exceed the
number of shares that such Consultant is eligible to receive
according to the foregoing table at the time of any exercise.
Notwithstanding anything herein or in the Agreement to the
contrary, all Options shall expire and shall no longer be
exercisable on and after June 30, 1999 or as to any individual
Consultant, at the time of such Consultant's death, whichever is
earlier.

     6.   Effect of Agreement.  The Agreement, as amended hereby,
shall continue in full force and effect in accordance with its
terms and provisions.  All terms and provisions of the Agreement,
unless expressly amended herein, are hereby confirmed and
ratified and shall remain in full force and effect.  Unless
expressly amended hereunder, all terms and provisions of the
Agreement, including without limitation Paragraph 11 thereof,
shall apply to the Serial Options and the rights and obligations
associated therewith as if the Serial Options were the Shares,
Options or Option Shares, as applicable, under the Agreement.

     7.   Term of the Agreement.  With respect to Paragraph 10 of
the Agreement, the term of the Agreement shall be from the date
of its effectiveness until December 31, 1998, at which time the
Agreement will expire as to all of the Consultants, unless
earlier terminated with respect to any or all of the Consultants
in accordance with the provisions for termination set forth in
Paragraph 10 of the Agreement.  Notwithstanding anything herein
to the contrary, however, the Consultants rights to exercise the
Options shall extend to June 30, 1999 or such earlier date as may
apply under the terms of Paragraph 5 of this Amendment.

     8.   Scope of Amendment.  The Agreement, as amended hereby,
shall continue in full force and effect in accordance with its
terms and provisions.  All terms and provisions of the Agreement,
unless expressly amended herein, are hereby confirmed and
ratified and shall remain in full force and effect.

     9.   Execution Required.  This Amendment shall not be
effective and binding unless fully executed by all parties
hereto.

     IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first written above.


MASON OIL COMPANY, INC.            CONSULTANTS:



/s/ Paul B. Ingram                      /s/ Carl L. Smith III
Paul B. Ingram, President                   Carl L. Smith, III


                                       /s/ Matthew A. Veal
                                           Matthew A. Veal


                                       /s/ Peg Quisenberry
                                           Peg Quisenberry