BANK OF OKLAHOMA N.A.

Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192




June 30, 1997



Kenneth A. Chymiak
Vice President
DRK Enterprises, Inc. dba Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Dear Mr. Chymiak:

      This  letter agreement amends and restates in its  entirety
that  letter agreement dated July 8, 1996 and amended  March  17,
1997  (as amended and restated the "Agreement"). Subject  to  the
terms and conditions of this letter agreement ("Agreement"), Bank
of  Oklahoma,  N.A.  ("Lender") hereby  agrees  to  lend  to  DRK
Enterprises,   Inc.,  an  Oklahoma  corporation,  the   aggregate
principal  sum  of Three Million One Hundred Forty-Four  Thousand
Four   Hundred   Forty-One  and  83/100  Dollars  ($3,144,441.83)
composed of the following:

     (A)  a term loan in the current principal sum of $644,441.83
     ("Term Note") with a maturity date of August 17, 1999; and

     (B)   a  revolving line of credit ("Line") in the  principal
     sum  of  $2,500,000.00 (the "Commitment") which the Borrower
     may borrow, repay and reborrow from time to time, subject to
     the  Borrowing Base limitation as set forth below, until the
     earlier  of  (i) June 30, 1998, or (ii) the date upon  which
     Lender  accelerates Borrower's obligation after an Event  of
     Default,  as  defined  below  (the  "Commitment  Termination
     Date").

The  rate of interest on the Line shall be Chase Manhattan Prime.
"Chase Manhattan Prime" is the fluctuating prime rate of interest
announced  by The Chase Manhattan Bank from time to time  at  its
New  York, New York office for the guidance of its loan officers;
it  is  not  necessarily the lowest rate of  interest  The  Chase
Manhattan Bank is charging its customers. The rate of interest on
the Term shall be eight and one-quarter percent (8.25%) per annum
fixed.

<PAGE>
1.   The Term Note

     1.1   Subject to the terms and conditions of this Agreement,
     the  Lender  has  previously agreed to  and  has  loaned  to
     Borrower  the original principal sum of $651,750.00 pursuant
     to  the terms of a promissory note maturing August 17, 1999,
     with a current outstanding principal balance of $644,441.83;
     a  copy  of  the  promissory  note  is  attached  hereto  as
     Exhibit "A-1", (which together with any extensions, renewals
     and  changed  in form thereof, is hereafter referred  to  as
     "Term Note").

2.   The Note and the Borrowing Base

     2.1   Subject to the terms and conditions of this Agreement,
     the  Lender agrees to lend Borrower such amounts up  to  the
     maximum  of $2,500,000.00 as Borrower may from time to  time
     request  as  evidenced by a promissory  note,  in  the  form
     attached  hereto Exhibit "A-2", maturing on June  30,  1998,
     (which,  together with any extensions, renewals and  changes
     in  form  thereof, is hereinafter referred to as  the  "Line
     Note", or individually and collectively with the "Term Note"
     as  the  "Notes"),  provided that  the  aggregate  principal
     balance  at  any time outstanding under the Line Note  shall
     not  exceed the lesser of (i) the Commitment or (ii) the sum
     of the following:

          2.1.1   An  amount  equal to 80% of Qualified  Accounts
          Receivable (as hereafter defined); plus

          2.1.2   An  amount equal to the lesser of  (i)  50%  of
          Qualified Inventory or (ii) $1,250,000.00.

     2.2   In  connection  with the determination  of  the  above
     formula (hereafter the "Borrowing Base"), the Borrower shall
     furnish  a completed Borrowing Base Certificate in the  form
     of  Exhibit "B" attached hereto effective as of the  end  of
     each month for each month that the Line Note is outstanding,
     which  Borrowing Base Certificate shall be delivered to  the
     Lender  by  the  15th day of the following  calendar  month.
     Qualified Accounts Receivable data that are reported on  the
     Borrowing Base Certificate shall be current as of  the  last
     business  day  of  the preceding calendar  month.  Qualified
     Inventory shall be valued according to book value as of  the
     most recent month end, in a form satisfactory to Lender

     2.3   Notwithstanding the face amount of the Line Note,  the
     aggregate principal balance outstanding under the Line  Note
     at  any  given  time shall be the aggregate of all  advances
     theretofore  made by Lender, less all payments of  principal
     theretofore  received by Lender on the Line Note.  The  Line
     Note  is  subject to the terms of this Agreement.  The  Line
     Note  and this Agreement set forth only one obligation  (and
     not  two separate obligations) to repay amounts advanced  by
     Lender  and to pay interest thereon. Principal and  interest
     shall  be payable as set forth in the Line Note and in  this
     Agreement. The Line Note is a renewal.

     2.4    In  connection  with  the  Borrowing  Base  and   the
     determination thereof by the Lender, Borrower hereby  agrees
     that:

                                2

<PAGE>


          2.4.1   In the event the Lender shall make advances  in
          excess  of the Borrowing Base, any such advance  shall,
          nevertheless,  be  secured  pursuant  to  all  Security
          Agreement (as defined below).

          2.4.2   Borrower  will  notify the  Lender  in  writing
          promptly of any accounts receivable or inventory  which
          originally   were  Qualified  Accounts  Receivable   or
          Qualified Inventory but have ceased to remain  as  such
          within the definition of such terms.

          2.4.3    The  Borrower  will  at  all  times   maintain
          hereunder  a  Borrowing Base which will at least  equal
          the  sum  of  (i) the aggregate unpaid balance  of  all
          advances  made  under  the  Line  Note  plus  (ii)  the
          aggregate  face  amount of all outstanding  Letters  of
          Credit;  and,  if  the Borrower fails  to  do  so,  the
          Borrower will immediately remit the amount necessary to
          reduce  such  aggregate  unpaid  balance  to  meet  the
          aforesaid requirement.

3.   Requests for Advances and Credit Extensions.  Advances shall
be made based. upon the following terms and conditions:

     3.1   For each Advance requested by Borrower, Borrower shall
     give notice in writing to Bank in the form and substance  of
     the  "Request  for Advance" (each referred to  herein  as  a
     "Request for Credit Extension" and collectively as "Requests
     for Credit Extensions") attached hereto as Exhibit "C", duly
     completed,  dated  and  signed by  an  officer  of  Borrower
     designated  in  writing by Borrower as  authorized  to  make
     Requests for Credit Extensions (or by telephone confirmed in
     writing  in  the foregoing manner). Any Request  for  Credit
     Extension  for  an Advance shall be received  by  Lender  no
     later  than  12:00 noon on the date on which  the  requested
     Advance is to be made. In consideration of Lender permitting
     Borrower to make Requests for Advances and Credit Extensions
     by  telephone or by other non-written means, Borrower states
     that  it is fully aware of the risks attendant thereto,  and
     agrees  to accept all such risks and to hold Lender harmless
     from any loss which Borrower may incur by reason of any such
     non-written request, other than such as result from Lender's
     gross negligence or its wanton disregard.

     3.2   After  receiving a request for advance from  Borrower,
     Lender   shall  deposit  the  amount  of  such  advance   to
     Borrower's demand deposit account with Lender, or  otherwise
     pay  out  such  funds  as  may  be  requested  by  Borrower;
     PROVIDED, HOWEVER, LENDER SHALL NOT BE OBLIGATED TO MAKE ANY
     ADVANCE (i) AFTER. THE COMMITMENT TERMINATION DATE, (ii)  IF
     TO  DO  SO  WOULD  CAUSE  THE AGGREGATE  PRINCIPAL.  BALANCE
     OUTSTANDING  UNDER  THE LINE NOTE TO  EXCEED  TIE  BORROWING
     BASE,  OR (iii) IF ANY EVENT OF DEFAULT (AS DEFINED  BELOW),
     OR  ANY EVENT WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE
     OF  TIME WOULD BECOME AN EVENT OF DEFAULT, HAS OCCURRED  AND
     IS  CONTINUING.  BORROWER  MAY FROM  TDVIE  TO  TIME  PREPAY
     WITHOUT PENALTY OR PREMIUM ALL OR ANY PART OF THE LINE NOTE.
     Amounts   prepaid  on  the  Note  prior  to  the  Commitment

                                3
<PAGE>

     Termination  Date shall (subject to the other provisions  of
     this  Agreement) be available for redrawing as one  or  more
     advances.  Each  request for an advance shall  constitute  a
     reaffirmation   of   all  covenants,   representations   and
     warranties made by Borrower under this Agreement,  the  Line
     Note and the Security Agreement.

4.  Qualified Accounts Receivable

     The  term  "Qualified Accounts Receivable"  as  used  herein
     means  an  account  owing to the Borrower  which  meets  the
     following specifications at the time it comes into existence
     and  continues  to meet the same until it  is  collected  in
     full:

     4.1   The  account is due and payable not more  than  thirty
     (30)  days  from  the date of the invoice and  is  not  over
     ninety (90) days outstanding,

     4.2   The  account  debtor is not an  officer,  shareholder,
     employee, director or agent of the Borrower,

     4.3   The  account arose from a bona fide outfight  sale  of
     goods by the Borrower or from the performance of services by
     the  Borrower  and  the Borrower has possession  of  or  has
     delivered  to  the  Lender shipping  and  delivery  receipts
     evidencing  shipment  of  the goods,  and,  if  representing
     services,  the  services have been fully performed  for  the
     respective account debtor.

     4.4   The  account is not subject to, nor has  the  Borrower
     received   notice  of  any  claim,  set-off,  allowance   or
     adjustment  by  the  account  debtor  or  any  counterclaim,
     including  but not limited to any claim, set-off,  allowance
     or  adjustment  based upon any violation of  or  failure  to
     comply  with any applicable federal or state consumer credit
     law.

     4.5   The  account debtor has not returned any of the  goods
     from the sale of which the account arose.

     4.6   The  account is not subject to any assignment,  claim,
     lien  or  security interest of any character, or subject  to
     any attachment, levy, garnishment or other judicial process,
     except the security interest in favor of the Lender.

     4.7   The  account  arose  in the  ordinary  course  of  the
     Borrower's business, and no notice of bankruptcy, insolvency
     or  adverse change in the financial condition of the account
     debtor has been received by Borrower.

     4.8    The   account  is  not  evidenced  by  judgment,   an
     instrument, or chattel paper.

     4.9   The  account  is  not backed by  a  letter  of  credit
     covering goods which have not yet been shipped.

     4.10   The account debtor is not a State, Federal or foreign
     government agency, nor an agent acting for or on  behalf  of
     any State, Federal or foreign government.

                                4
<PAGE>

     4.11   Not  more  than 5% of the face value of  the  account
     debtor's outstanding account receivables due and payable  to
     the  Borrower  shall have been outstanding for  ninety  (90)
     days or more.

     4.12   The  account  debtor's accounts to  Borrower  do  not
     exceed  $250,000.00 at any one time, Amounts  in  excess  of
     $250,000.00  shall  be  excluded  from  the  definition   of
     Qualified Accounts Receivable.

5.  Qualified Inventory

     The   term  "Qualified  Inventory"  as  used  herein   means
     inventory  in  the  possession  of  Borrower  and  to  which
     Borrower  has  title, excluding raw materials  and  work-in-
     process,  valued  at  the lower of  cost  or  market  value,
     determined   on   a   first-in-first-out  basis.   Qualified
     Inventory shall not include inventory which is, in  Lender's
     good  faith opinion, obsolete, slow moving or unmerchantable
     or   inventory  which  Lender,  in  its  sole   good   faith
     discretion,  deems  ineligible  inventory,  based  on   such
     considerations  as  Lender  may  from  time  to  time   deem
     appropriate  including,  without  limitation,  whether   the
     inventory is subject to a perfected, first priority security
     interest in favor of Lender.

6.  Conditions Precedent

     Prior  to  funding the Commitment, the Borrower  shall  have
     satisfied the following conditions:

     6.1   Borrower shall execute and deliver to Lender the  Line
     Note.

     6.2   Lender  shall have received a certified  copy  of  the
     resolutions  of  Borrower's governing body  authorizing  the
     execution,  delivery and performance of this Agreement,  the
     Note, the Security Agreement, and such additional supporting
     documents as Lender or its counsel may reasonably request.

     6.3  Borrower shall execute and deliver to Lender a security
     agreement  (the "Security Agreement") granting and assigning
     to  Lender  a  fast and prior security interest  in  all  of
     Borrower's  rights in the following, whether  now  owned  or
     acquired hereafter, and all proceeds thereof):

          6.3.1  inventory;

          6.3.2    accounts,   instruments,  documents,   general
          intangibles, and contract rights;

          6.3.3  equipment and fixtures;

          6.3.4  intellectual property rights;

                                5
<PAGE>

          6.3.5   first and prior mortgages of the real  property
          described on the attached Exhibit "E" (the "Premises");

          6.3.6  All proceeds of the foregoing.

     6.4   Borrower  shall  execute and deliver  to  Lender  such
     financing statements and other documents and instruments  as
     Lender  may  reasonably  request pursuant  to  the  Security
     Agreement.

     6.5   Lender  shall  have  received in  substance  and  form
     satisfactory  to Lender all other certificates,  affidavits,
     schedules,  supplemental  security  agreements   and   other
     documents  provided  for or referred  to  herein,  or  which
     Lender may reasonably request.

     6.6   Borrower shall deliver to Lender a fully executed copy
     of  a Guaranty Agreement in the form of Exhibit "D" attached
     hereto  executed  by each of the following persons:  Kenneth
     Chymiak, Susan Chymiak, The Ken Chymiak Revocable Trust  and
     the   Susan  Chymiak  Revocable  Trust,  and  David  Chymiak
     (collectively,  the "Guarantors"). Provided,  however,  that
     the guaranties shall be limited in amount (after application
     of  all  other  amounts  received from  any  source  against
     indebtedness  evidenced by the Note) as  set  forth  in  the
     guaranty agreements.

     6.7    Lender  shall  have  received  satisfactory  original
     certificates  of  insurance  as  required  by  the  Security
     Agreement.  Such policies will be in a form, and written  by
     companies,  satisfactory  to  Lender.  The  certificates  of
     coverage will be kept current by Borrower, and shall provide
     for  thirty  days  notice to Lender of any  cancellation  or
     material change of such policies.

7.  Covenants

     Borrower,  in  addition  to  other  terms,  provisions,  and
     covenants  contained  herein,  and  in  the  Note,  Security
     Agreement  or  any  other  agreement  between  Borrower  and
     Lender, agrees, represents and warrants as follows:

     7.1   Borrower  will provide to Lender an unaudited  balance
     sheet and operating statement prepared for internal use  for
     each  of  its fiscal quarters, as well as audited  financial
     statements for the period ending September 30, 1996 and each
     fiscal  year  thereafter. These statements will be  provided
     within  45  days  of  the  end of the  applicable  reporting
     quarterly  period, except for the audited annual  statement,
     which  will  be provided within 120 days of the end  of  the
     applicable fiscal year.

     7.2  Except as previously disclosed to Lender in writing:

          7.2.1   No  material  adverse change  has  occurred  in
          Borrower's condition, financial or otherwise, since the
          date  of  the last annual financial statement submitted
          to Lender.

                                6
<PAGE>

          7.2.2   The  Borrower has not incurred, either  in  any
          single   case   or  in  the  aggregate,  any   material
          liabilities   or  made  any  material  investments   or
          guarantees (direct or contingent) since the date of its
          last  annual  financial statement outside the  ordinary
          course of business.

     7.3   Borrower  will  do  or cause to  be  done  all  things
     necessary  to  preserve, renew and keep in  full  force  and
     effect  its  corporate existence, rights, licenses,  permits
     and  franchises  and  comply with all laws  and  regulations
     applicable to Borrower.

     7.4   Borrower  will  duly  discharge  and  pay  all  taxes,
     assessments and other governmental charges imposed on it  or
     its  properties,  as well as all proper  claims  for  labor,
     materials or supplies which if unpaid might by law become  a
     lien or charge upon any property of Borrower.

     7.5   Borrower will not create or incur any indebtedness for
     borrowed  money  or  become  liable  as  surety,  guarantor,
     accommodation  endorser,  or  otherwise,  for  or  upon  the
     obligation  of any person or entity in excess of $150,000.00
     in  the  aggregate in any one fiscal year except: (a)  trade
     debt incurred in the ordinary course of Borrower's business;
     or (b) obligations to the Lender.

     7.6  Borrower will at all times hereafter maintain a minimum
     net  worth  (after  deduction of the  outstanding  principal
     balance of all loans to shareholders) of $3,000,000.00.  Net
     worth  shall  be  determined  in accordance  with  generally
     accepted  accounting principals, consistently applied,  less
     notes receivable from shareholders.

     7.7  Borrower shall permit Lender to perform field audits of
     Borrower's  books and records twice per year at  a  mutually
     agreeable time.

     7.8  Borrower will give Lender prompt notice of any material
     litigation affecting Borrower, any substantial dispute which
     may  exist  between  Borrower and any governmental  body  or
     agency,  any  labor controversy resulting or threatening  to
     result in a strike, or any event of default under the  terms
     of  this Agreement, the Note, the Security Agreement, or any
     other agreement between Borrower and Lender.

     7.9    Borrower   has   all  material   permits,   licenses,
     certificates, consents and franchises necessary to carry  on
     his  business  as  now being conducted.  All  such  permits,
     licenses,  certificates, consents, and franchises are  valid
     and  current, and the Borrower is not in material  violation
     thereof.

     7.10   To  the best of the Borrower's knowledge, it has  not
     violated any applicable statute, regulation or ordinance  of
     the  United States of America or any foreign country, or any
     state,  municipality or any other jurisdiction,  or  of  any
     agency  thereof in any material respect adversely  affecting
     the  business,  property, assets, operations, or  condition,
     financial  or otherwise, of Borrower. Borrower is using  its
     best  efforts  to  comply  with  all  statutes,  rules   and
     regulations relating to environmental standards and controls
     in all jurisdictions where it is presently doing business.

                                7
<PAGE>

     7.11  Borrower will not violate any term or condition of any
     of  its  loan agreements or other agreements with any  other
     lender.

     7.12   The Borrower shall permit the representatives of  the
     Lender  to  make reasonable inspections at any  time  during
     normal   business   hours  of  the  Borrower's   facilities,
     activities,  books and records, and cause its  officers  and
     employees  to  give  full  cooperation  and  assistance   in
     connection therewith.

     7.13   The Borrower shall not (1) merge or consolidate  with
     any  other  entity, (2) sell, lease, transfer  or  otherwise
     dispose  of any substantial part of its properties,  or  any
     part of its properties which are essential to the conduct of
     its business or operations, (3) make any material change  in
     its  name,  structure or identity, or  (4)  enter  into  any
     agreement to do any of the, foregoing.

     7.14   No investigation at any time made by or on behalf  of
     Lender  will diminish Lender's right to, rely on  Borrower's
     covenants,  representations and warranties made herein.  All
     statements  contained in any certificate or other instrument
     delivered  by or on behalf of Borrower under or pursuant  to
     this  Agreement  or  in  connection  with  the  transactions
     contemplated  hereby  shall constitute  representations  and
     warranties made by Borrower hereunder.

     7.15   At Lender's request, Borrower will promptly cure  any
     defect in the issuance of the Notes or any other instruments
     or documents referred to herein, and immediately execute and
     deliver to Lender upon request all such other instruments as
     may  from time to time be reasonably requested by Lender  in
     compliance   with   or  in  accomplishment   of   Borrower's
     obligations under this Agreement or any other instruments or
     documents referred to herein, or correct any omission in any
     exhibits  thereto, or to perfect any security  interests  or
     liens, make any recordings, file any notices, or obtain  any
     consents, all as may be necessary or appropriate.

     7.16   Lender  shall  have  received  an  appraisal  on  the
     Premises,  pursuant  to  the Federal  Financial  Institution
     Reform  Recovery Enforcement Act of 1989 (FIRREA TITLE  XI).
     All costs associated with the Appraisal shall be paid by the
     borrower.

     7.17   Lender  shall  have  received  satisfactory  original
     certificates  of  insurance  as  required  by  the  Security
     Agreements. Such policies will be in a form, and written  by
     companies,  satisfactory  to  Lender.  The  certificates  of
     coverage will be kept current by Borrower, and shall provide
     for  thirty  days  notice to Lender of any  cancellation  or
     change of such policies.

     7.18   Lender  shall have received either  (i)  satisfactory
     evidence that the Premises are not situated within  an  area
     identified by the Secretary of Housing and Urban Development
     or  any  other governmental agency as an area having special
     flood  or  mud slide hazards and that no flood insurance  is
     required   by   any   regulations   governing   Lender,   or
     (ii) satisfactory policies of flood insurance.

                                8
<PAGE>

8.  Warranties

     Borrower represents and warrants to the Lender that:

     8.1   Borrower  is duly organized, legally existing  and  in
     good standing under the laws of the State of Oklahoma and to
     the  best of its knowledge, Borrower is duly qualified as  a
     corporation  in all jurisdictions where it does business  or
     owns or leases real estate except to the extent that failure
     to  so qualify would not have a materially adverse affect on
     Borrower.

     8.2  The execution and delivery of this Agreement, the Note,
     the   Security  Agreement  and  all  other  agreements   and
     instruments executed in connection herewith by Borrower  and
     its  performance of its obligations hereunder and thereunder
     (a)   are  within  its  enumerated  powers;  (b)  are   duly
     authorized  by  its  governing body (and if  necessary,  its
     owners); (c) are not in contravention of any law or  of  the
     terms  of its organizational documents nor of any provision,
     indenture, agreement or undertaking to which it  or  any  of
     its  property  is bound; (d) do not require any  consent  or
     approval (including governmental) which has not been  given;
     (e) do not contravene any statute, rule or regulation or any
     contractual or governmental restriction; (f) are not subject
     to  the  jurisdiction  of any state  or  federal  agency  or
     regulatory  authority;  and  (g)  will  not  result  in  the
     imposition  of  liens,  charges or encumbrances  on  any  of
     Borrower's   properties   or   assets   other   than   those
     contemplated under this Agreement.

     8.3   This  Agreement,  the Notes, and all  other  documents
     executed and delivered by the Borrower to Lender are  legal,
     valid  and  binding obligations of Borrower, enforceable  in
     accordance  with their terms, except as may  be  limited  by
     bankruptcy, insolvency or similar laws affecting  creditors'
     rights generally.

     8.4   Subject  to any limitation stated herein, any  balance
     sheets,  earnings statements and other financial data  which
     have  been  or  shall hereafter be furnished  to  Lender  to
     induce  it  to make loans, do, or as to subsequent financial
     statements will, fairly represent the financial condition of
     Borrower  as of the dates for which the same are  furnished,
     have  been  prepared  in accordance with generally  accepted
     accounting  principles  consistently  applied;  reports  and
     other  papers and data furnished to Lender are and will  be,
     at  the time the same are so furnished, accurate and correct
     in   all   material   respects  and  complete   insofar   as
     completeness  may  be necessary to give Lender  a  true  and
     accurate knowledge of the subject matter.

     8.5   Except  as previously disclosed to Lender in  writing,
     there  is  not  now  pending against Borrower,  nor  to  the
     knowledge  of Borrower, is there threatened any  litigation,
     legal  or  administrative proceeding, investigation  or  any
     other  action of any nature against it or affecting it,  the
     outcome  of which might materially and adversely affect  the
     financial condition or business of Borrower.

                                9
<PAGE>

     8.6   Except as otherwise previously disclosed to Lender  in
     writing, all collateral hypothecated to Lender is, and  will
     be,  owned by Borrower free and clear of all material liens,
     claims  or  encumbrances whatsoever, except for  the  rights
     herein granted to Lender hereto, and Borrower has good right
     to  cause  such collateral to be hypothecated to  Lender  as
     security for Borrower's obligations to the Lender.

     8.7   All  tax  returns required to be filed and  all  taxes
     shown  thereon to be due, including interest and  penalties,
     if  any have been paid, or adequate reserves for the payment
     thereof have been provided.

9.  Costs and Expenses

     Borrower  agrees  to  pay  all  costs,  expenses  and   fees
     (including reasonable attorney fees) incurred by  Lender  in
     connection   with   the   completion,   implementation    or
     enforcement  of this Agreement, the Notes, or  the  Security
     Agreement.

10.  Events of Default

     In  addition to, and notwithstanding, the terms of the  Note
     or other instrument evidencing indebtedness from Borrower to
     Lender, the occurrence of any of the following events  shall
     constitute an "Event of Default":

     10.l  The nonpayment within 3 days of the scheduled due date
     due  of  any  amount owed under the Note or  the  nonpayment
     within  twenty  (20)  days of when due  of  any  other  sums
     payable by Borrower to Lender.

     10.2   The  entry against Borrower or any Guarantor  of  any
     judgment  in an amount of $75,000.00 or more on a claim  not
     covered  by  insurance  or which has not  been  stayed  with
     appeal  pending,  or  the  entry  against  Borrower  or  any
     Guarantor of such judgments totaling in excess of $75,000.00
     in  any  six (6) month period (unless discharged or released
     within twenty (20) days after entry of judgment).

     10.3   Borrower's  or  any Guarantor's  application  for  or
     consent  to  the  appointment  of  a  receiver,  trustee  or
     liquidator of itself or of all or a substantial part of  its
     assets,  or to a general assignment for the benefit  of  its
     creditors.

     10.4  Borrower's or any Guarantor's failure or admission  of
     an inability generally to pay its debts as they fall due.

     10.5   Borrower's or any Guarantor's filing of  a  voluntary
     petition  in  bankruptcy or of a petition or answer  seeking
     reorganization   or   an  arrangement  with   creditors   or
     attempting  to  take  advantage of any  insolvency  law,  or
     Borrower's  or  any Guarantor's or Pledgor's  admission  (by
     answer, default or otherwise) of the material allegations of
     a   petition   filed   against   it   in   any   bankruptcy,
     reorganization, arrangement or insolvency proceeding.

                                10
<PAGE>

     10.6   The  entry of any order, judgment or  decree  by  any
     court of competent jurisdiction adjudicating Borrower or any
     Guarantor  bankrupt  or  insolvent,  or,  (with  or  without
     Borrower's  or  any  Guarantor's  application,  approval  or
     consent)  approving  a petition seeking  Borrower's  or  any
     Guarantor's   reorganization  or  appointing   a   receiver,
     trustee,  custodian or liquidator with respect to all  or  a
     substantial part of its assets.

     10.7    The   condemnation,  seizure  or  appropriation   of
     substantially all, or such as in Lender's good faith opinion
     constitutes  a  material  portion,  of  Borrower's  or   any
     Guarantor's assets.

     10.8  Borrower's  voluntary  or  involuntary  suspension  of
     business for more than ten (10) Business Days in any  thirty
     (30) day period.

     10.9  The existence of any default under any loan or similar
     agreement  to  which  Borrower or any Guarantor  is  now  or
     hereafter becomes a party, or of any other event pursuant to
     which any holder or holders of Borrower's or any Guarantor's
     indebtedness  may  declare  the same  due  and  payable,  or
     Borrower's  or any Guarantor's to pay any such  indebtedness
     when  due (or before the end of any grace or curative period
     provided with respect thereto).

     10.10   A  notice of lien, levy, or assessment is  filed  or
     recorded  with respect to all or a substantial part  of  the
     property pledged as collateral for the Notes or a lien, levy
     or assessment which relates to current taxes not yet due and
     payable  and  the  applicable claim  is  not  discharged  or
     satisfied   within   45   days  of  Borrower's   actual   or
     constructive knowledge of such filing or recordation; or all
     or  a substantial part of the property pledged as collateral
     for  the  Notes is attached, seized, subjected to a writ  or
     distress  warrant, or is levied upon, or becomes within  the
     possession  of any receiver, trustee, custodian or  assignee
     for the benefit of creditors.

     10.11  The existence, in any warranty or representation made
     by  Borrower  or  any  Guarantor  in  connection  with  this
     Agreement, or any associated instrument or document,  or  in
     any  financial  statement or otherwise,  of  any  materially
     false or misleading statement.

     10.12   The  breach  of,  or default  under,  any  covenant,
     agreement,  term,  condition, provision,  representation  or
     warranty contained in this Agreement, the Security Agreement
     or   in   any  related  instrument  or  document,  but   not
     specifically  referred  to in this  Section,  if  breach  or
     default  is  not cured within forty-five (45)  days  of  its
     occurrence.

     Should  an  Event  of Default occur, (i) Borrower  shall  be
     deemed  to  be in default under the terms of this  Agreement
     and  of  the  Security Agreement, and (ii) fender  shall  be
     entitled  to  the remedies set forth in the  Notes  and  the
     Security  Agreement, and all other remedies at  law.  Lender
     may  treat  any default under this Letter Agreement  or  the
     Notes as a default under any other agreement or note between
     Borrower and Lender.

                                11
<PAGE>

11.  General Provisions

     11.1   No delay on the part of Lender or the holders of  the
     Note  in  the  exercise of any right, power or remedy  shall
     operate as a waiver thereof, nor shall any single or partial
     exercise  by  any  of  them of any right,  power  or  remedy
     preclude  other or further exercise thereof, or the exercise
     of   any   other  right,  power  or  remedy.  No  amendment,
     modification or waiver of, or consent with respect  to,  any
     provision of this Agreement or the Notes shall in any  event
     be  effective unless the same shall be in writing and signed
     by   the  parties  hereto,  and  then  any  such  amendment,
     modification, waiver or consent shall be effective  only  in
     the  specific instance, for the specific purpose and for the
     specific  time period for which given. No officer, agent  or
     employee  of  Lender has authority to modify this  agreement
     orally or to waive the provisions of this subsection.

     11.2   All  notices, requests and demands shall be given  in
     writing,  or  by  telecopy  confirmed  in  writing,  at  the
     following address or at such other address as any party  may
     later designate for itself in writing to the other parties;

     Borrower:

     DRK Enterprises, Inc. dba Tulsat
     Attn: Kenneth A. Chymiak
     1605 E. Iola
     Broken Arrow, Ok 74012

     Lender:

     Bank of Oklahoma, N.A.
     Attn: Stephen R. Pattison
     P.O. Box 2300
     Tulsa, Ok 74192

     Such  notice  shall be effective when placed in  the  United
     States   mails,  postage  prepaid,  certified  mail,  return
     receipt requested or, if given by other means, when actually
     received.

     11.3  This Agreement shall be deemed executed, delivered and
     accepted in, and shall be governed by the internal laws (and
     not  the  law  of conflicts) of, the State of Oklahoma.  The
     Note  shall  be  deemed an "instrument" and a  "note"  under
     Article  3  of  the Uniform Commercial Code  as  enacted  in
     Oklahoma..  Whenever  possible,  each  provision   of   this
     Agreement  shall  be interpreted in such  manner  as  to  be
     effective  and  valid  under  applicable  law,  but  if  any
     provision is, prohibited or invalid thereunder, it  (or  the
     invalid portion thereof) shall be ineffective to the  extent
     only of such prohibition or invalidity, without invalidating
     the  remainder  of any such provision or of this  Agreement,
     which  shall  be  given effect the same as  if  the  invalid
     provision had not been included. Borrower hereby waives  all
     objections  to  venue  and  consents  and  submits  to   the
     jurisdiction of any state or federal court sitting in Tulsa,
     Oklahoma,  or in any state or county in which real  property

                                12
<PAGE>

     securing the Note is located, in connection with any  action
     instituted by the Lender by reason of or arising out of  the
     execution, delivery or performance of this Agreement.

     11.4  Borrower shall not assign any of Borrower's rights and
     interests hereunder without the prior written consent of the
     Lender.

     11.5   All covenants, agreements, undertakings, indemnities,
     representations  and  warranties made herein  shall  survive
     until  full and final payment of all obligations of Borrower
     and  the  Lender has no further Commitment, and,  except  as
     otherwise   indicated,  shall  not  be   affected   by   any
     investigation made by any party.

     11.6   The  parties  have discussed this  Agreement  over  a
     considerable time period.  THIS AGREEMENT, TOGETHER WITH THE
     ASSOCIATED DOCUMENTS DESCRIBED HEREIN, CONSTITUTE THE ENTIRE
     AGREEMENT  OF THE PARTIES WITH RESPECT TO THE EXTENSIONS  OF
     CREDIT  DESCRIBED HEREIN.  ALL DISCUSSIONS AND  NEGOTIATIONS
     ARE  MERGED  INTO THIS AGREEMENT.  LENDER HAS NOT  MADE  ANY
     ORAL AGREEMENTS, PROMISES, OR "SIDE DEALS".

If this Agreement meets with your approval, please sign below.

Very truly yours,


By:
     /S/Stephen R. Pattison
     -----------------------
     Stephen R. Pattison
Its: Senior Vice President



Agreed and Accepted this 7th day of July, 1997.

DRK Enterprises, Inc. dba Tulsat


By:  /S/Kenneth A. Chymiak
     ---------------------
     Kenneth A. Chymiak
Its: Vice President


"GUARANTORS"


/S/Kenneth A. Chymiak
---------------------
Kenneth A. Chymiak

                                13
<PAGE>


/S/Kenneth A. Chymiak
-----------------------
Kenneth A. Chymiak, Trustee
for The Ken Chymiak Revocable
Trust dated March 4, 1992



/S/Susan C. Chymiak
-------------------
Susan C. Chymiak


/S/Susan C. Chymiak
-------------------
Susan C. Chymiak, Trustee
for the Susan Chymiak Revocable
Trust dated March 4, 1992



/S/David E. Chymiak
-------------------
David E. Chymiak

                                14
<PAGE>

BANK OF OKLAHOMA N.A.

Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192




September 25, 1997



Kenneth A. Chymiak, Vice President
DRK Enterprises, Inc. dba Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Dear Mr. Chymiak:

     This letter agreement shall constitute the first amendment
to the amended and restated letter agreement dated June 30, 1997
(as amended September 25, 1997) by and between Bank of Oklahoma,
N.A. ("Lender") and DRK Enterprises, Inc., an Oklahoma
corporation ("Borrower") (referred to hereafter as the
"Agreement").

     WHEREAS, the Borrower has requested and the Lender has
agreed to increase the Line from $2,500,000.00 to $3,000,000.00.

     NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

     1.  Subparagraph (B) of the preamble to the Agreement shall
be amended to read as follows:

     (B)  a revolving line of credit ("Line") in the principal
     sum of $3,000,000.00 (the "Commitment") which the Borrower
     may borrow, repay and reborrow from time to time, subject to
     the Borrowing Base limitation as set forth below, until the
     earlier of (i) June 30, 1998, or (ii) the date upon which
     Lender accelerates Borrower's obligation after an Event of
     Default, as defined below (the "Commitment Termination
     Date").

     2.  Paragraph 2.1 of the Agreement shall amended to read as
follows:

          2.1  Subject to the terms and conditions of this
          Agreement, the Lender agrees to lend Borrower such
          amounts up to the maximum of $3,000,000.00 as Borrower
          may from time to time request as evidenced by a
          promissory note, in the form attached hereto
          Exhibit "A-2", maturing on June 30, 1998, (which,

<PAGE>
          together with any extensions, renewals and changes in
          form thereof, is hereinafter referred to as the "Line
          Note", or individually and collectively with the "Term
          Note" as the "Notes"), provided that the aggregate
          principal balance at any time outstanding under the
          Line Note shall not exceed the lesser of (i) the
          Commitment or (ii) the sum of the following:

          2.1.1  An amount equal to 80% of Qualified Accounts
          Receivable (as hereafter defined); plus

          2.1.2  An amount equal to the lesser of (i) 50% of
          Qualified Inventory or (ii) $1,500,000.

     3.  Exhibit "A-2" of the Agreement is hereby replaced by the
     Exhibit "A-2" attached hereto.

     4.   All  other  terms  and conditions  of  this  Agreement,
     including  but  not limited to the Security  Agreements  and
     Guaranty Agreements, shall remain in full force and effect.

     If the foregoing sets forth your agreement with the Lender,
please so indicated by signing in the spaces provided below.

Sincerely,


By:  /S/ Marcus J. Short
     -------------------
     Marcus J. Short
Its: Vice President

Agreed and accepted this ___ day of ___________, 1997.

"Borrower"

DRK ENTERPRIESES, INC. DBA TULSAT


By: /S/Kenneth A. Chymiak
    ---------------------
     Kenneth A. Chymiak
Its: Vice President


"Guarantors"


/S/Kenneth A. Chymiak
---------------------
Kenneth A. Chymiak

                                2
<PAGE>


/S/Kenneth A. Chymiak
-----------------------
Kenneth A. Chymiak, Trustee
for The Ken Chymiak Revocable
Trust dated March 4, 1992



/S/Susan C. Chymiak
-------------------
Susan C. Chymiak


/S/Susan C. Chymiak
-------------------
Susan C. Chymiak, Trustee
for the Susan Chymiak Revocable
Trust dated March 4, 1992



/S/David E. Chymiak
-------------------
David E. Chymiak

                                3
<PAGE>

BANK OF OKLAHOMA N.A.

Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192




February 28, 1998



Kenneth A. Chymiak, Vice President
DRK Enterprises, Inc. dba Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Dear Mr. Chymiak:

     This letter agreement shall constitute the second amendment
to the amended and restated letter agreement dated June 30, 1997,
as amended September 25, 1997 and February 28, 1998, by and
 .between Bank of Oklahoma, N.A. ("Lender") and DRK Enterprises,
Inc., an Oklahoma corporation ("Borrower") (referred to hereafter
as the "Agreement").

     WHEREAS, the Borrower has requested and the Lender has
agreed to increase the Line from $3,000,000.00 to $3,500,000.00
and extend the maturity date to February 28, 1999.

     NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

     1.  Subparagraph (B) of the preamble to the Agreement shall
     be amended to read as follows:

          (B) a revolving fine of credit ("Line") in the
          principal sum of $3,500,000.00 (the "Commitment") which
          the Borrower may borrow, repay and reborrow from time
          to time, subject to the Borrowing Base limitation as
          set forth below, until the earlier of (i) February 28,
          1999, or (ii) the date upon which Lender accelerates
          Borrower' s obligation after an Event of Default, as
          defined below (the "Commitment Termination Date").

     2.  Paragraph 2.1 of the Agreement shall amended to read as
     follows:

          2.l  Subject to the terms and conditions of this
          Agreement, the Lender agrees to lend Borrower such
          amounts up to the maximum of $3,500,000.00 as Borrower
          may from tune to time request as evidenced by a

<PAGE>

          promissory note, in the form attached hereto
          Exhibit "A-2", maturing on February 28, 1999, (which,
          together with any extensions, renewals and changes in
          form thereof, is hereinafter referred to as the "Line
          Note", or individually and collectively with the "Term
          Note" as the "Notes"), provided that the aggregate
          principal balance at any time outstanding under the
          Line Note shall not exceed the lesser of (i) the
          Commitment or (ii) the sum of the following:

               2.1.1  An amount equal to 80% of Qualified
               Accounts Receivable (as hereafter defined); plus

               2.1.2  An amount equal 25% of Qualified Inventory
               (the "Qualified Inventory Borrowing Base
               Limitation");

          and further provided that at no time may the amount
          attributable to the Qualified Inventory Borrowing Base
          Limitation exceed fifty percent (50%) of the Borrowing
          Base.

     3.  Exhibit "A-2" of the Agreement is hereby replaced by the
     Exhibit "A-2" attached hereto.

     4.  All other terms and conditions of this Agreement,
     including but not limited to the Security Agreements and
     Guaranty Agreements, shall remain in full force and effect.

     If the foregoing sets forth your agreement with the Lender,
please so indicated by signing in the spaces provided below.

Sincerely,


By:  /S/ Marcus J. Short
     -------------------
     Marcus J. Short
Its: Vice President

Agreed and accepted this 4th day of March, 1998

"Borrower"

DRK ENTERPRISES, INC. DBA TULSAT


By: /S/Kenneth A. Chymiak
    ---------------------
     Kenneth A. Chymiak
Its: Vice President

                                2
<PAGE>

"Guarantors"



/S/Kenneth A. Chymiak
---------------------
Kenneth A. Chymiak




/S/Kenneth A. Chymiak
-----------------------
Kenneth A. Chymiak, Trustee
for The Ken Chymiak Revocable
Trust dated March 4, 1992



/S/Susan C. Chymiak
-------------------
Susan C. Chymiak


/S/Susan C. Chymiak
-------------------
Susan C. Chymiak, Trustee
for the Susan Chymiak Revocable
Trust dated March 4, 1992



/S/David E. Chymiak
-------------------
David E. Chymiak

                                3
<PAGE>

BANK OF OKLAHOMA N.A.

Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192




August 31, 1998



Kenneth A. Chymiak, Vice President
DRK Enterprises, Inc. d/b/a Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Dear Mr. Chymiak:

     This letter agreement shall constitute the third amendment
to the amended and restated letter agreement dated June 30, 1997,
as amended September 25, 1997 and on February 28 (as amended, the
"Agreement), 1998. by and between Bank of Oklahoma, N.A.
("Lender") and DRK Enterprises. Inc., an Oklahoma corporation
("Borrower").

     WHEREAS, the Borrower has requested and the Lender has
agreed to increase the Line from $3,500,000.00 to $4,500,000.00,
extend the maturity date to August 31, 1999, and amend the
Qualified Inventory Borrowing Base percentage to 60% of the
Borrowing; Base.

     NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

     1.  Subparagraph (B) of the preamble to the Agreement shall
     be amended to read as follows:

          (B)  a revolving line of credit ("Line") in the
          principal sum of $4,500,000.00 (the "Commitment") which
          the Borrower may borrow, repay and re-borrow from time
          to time, subject to the Borrowing Base limitation as
          set forth below, until the earlier of (i) August 31, or
          (ii) the date upon which Lender accelerates Borrower' s
          obligation after an Event of Default, as defined below
          (the "Commitment Termination Date").

     2.  Paragraph 2.1 of the Agreement shall amended to read as
     follows:

          2.1  Subject to the terms and conditions of this
          Agreement, the Lender agrees to lend Borrower such

<PAGE>

          amounts up to the maximum of $4,500,000.00 as Borrower
          may from time to time request as evidenced by a
          promissory note, in the form Attached hereto
          Exhibit "A-2", maturing on February 28, 1999, (which,
          together with any extensions, renewals and changes in
          form thereof, is hereinafter referred to as the "Line
          Note", or individually and collectively with the "Term
          Note" as the "Notes"), provided that the aggregate
          principal balance at any time outstanding under the
          Line Note shall not exceed the lesser of (i) the
          Commitment or (ii) the sum of the following:

               2.1.1  An amount equal to 80% of Qualified
               Accounts Receivable (as hereafter defined); plus

               2.1.2  An amount equal 25% of Qualified Inventory
               (the "Qualified Inventory Borrowing Base
               Limitation");

          Further provided that at no time may the amount
          attributable to the Qualified Inventory Borrowing Base
          Limitation exceed sixty percent (60%) of the Borrowing
          Base,

     3.  The Exhibit "A-2" attached hereto hereby replaces
     exhibit "A-2" of the Agreement.

     4.  Paragraph 7.1 shall be amended to add the following:

     7.1  Borrower acknowledges that irrespective of Lender's
          previous waivers of the request that Borrower provide
          audited financial statements as provided herein
          paragraph, Borrower agrees to provide Lender audited
          financial statements for each fiscal year end within
          120 days of the end of the applicable fiscal year.

     4.  Paragraph 7.19 shall be added to the Agreement as
     follows:

     7.19 Until the indebtedness evidenced herein is equal to or
          less than the aggregate of $2,500,000.00, Borrower will
          furnish Lender with subordination of all owner's debt
          and interest payable to owners will be accrued and not
          paid to such

     5.  All other terms and conditions of this Agreement,
     including but not limited to the Security Agreements and
     Guaranty Agreements, shall remain in full force and effect.

     If the foregoing sets forth your agreement with the Lender,
please so indicated by signing in the spaces provided below.

Sincerely,

Bank of Oklahoma, N.A.


By:  /S/ Marcus J. Short
     -------------------------------
     Marcus J. Short, Vice President

                                2

<PAGE>

Agreed and accepted this 30th day of September, 1998

"Borrower"

DRK Enterprises, Inc. d/b/a Tulsat


By:  /S/ Kenneth A. Chymiak
     ----------------------------------
     Kenneth A. Chymiak, Vice President


"Guarantors"



/S/Kenneth A. Chymiak
---------------------
Kenneth A. Chymiak




/S/Kenneth A. Chymiak
-----------------------
Kenneth A. Chymiak, Trustee
for The Ken Chymiak Revocable
Trust dated March 4, 1992



/S/Susan C. Chymiak
-------------------
Susan C. Chymiak


/S/Susan C. Chymiak
-------------------
Susan C. Chymiak, Trustee
for the Susan Chymiak Revocable
Trust dated March 4, 1992



/S/David E. Chymiak
-------------------
David E. Chymiak

                                3

<PAGE>

August 2, 1999

Kenneth A. Chymiak, Vice President
DRK Enterprises, Inc. d/b/a Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Re:   Fourth  Amendment  to  the  Letter  Agreement  between  DRK
Enterprises, Inc. d/b/a Tulsat
as  "Borrower" and Bank of Oklahoma, N. A. as "Lender" dated June
30, 1997

Dear Mr. Chymiak:

     This  letter agreement shall constitute the fourth amendment
to the amended and restated letter agreement dated June 30, 1997,
as  amended September 25, 1997, February 28, 1998, and August 31,
1998  (as  amended,  the  "Agreement")  by  and  between  Bank  of
Oklahoma, N.A. ("Lender") and DRK Enterprises, Inc., an  Oklahoma
corporation, which does business as Tulsat ("Borrower").

     WHEREAS,  the  Borrower has requested, and  the  Lender  has
agreed  to:  (i)  extend the maturity of the Line commitment  set
forth  in  the Agreement from August 31, 1999, to June 30,  2000;
(ii) to extend the maturity date of the Term Loan as set forth in
the  Agreement  from August 17, 1999 to June 30, 2004;  (iii)  to
amend the terms of the Agreement and the Term Note such that  the
rate of interest due and payable on the Term obligation set forth
in   the  Agreement  and  the  Term  Note  which  evidences  such
obligation  shall  be charged and payable  at  a  fixed  rate  of
interest equal to eight percent (8%) per annum; (iv) to amend the
terms  of the Agreement and the Line Note such that the  rate  of
interest due and payable on the Line obligation set forth in  the
Agreement and the Line Note which evidences such obligation shall
vary  on an annual basis in accordance with a ratio the numerator
of which shall be the amount of principal plus accrued but unpaid
interest  outstanding  on the Line and Term  obligations  of  the
Borrower  under the Agreement plus any other outstanding  amounts
of  principal  and  interest owed by the Borrower  to  any  other
financial  institution (the "Borrower's Funded Bank  Debt"),  and
the  denominator of which shall be the Borrower's earnings before
interest,  taxes, depreciation, and amortization ("EBITDA")  such
ratio  hereafter described as "Funded Bank Debt to EBITDA  Ratio"
all  as more particularly set forth below; and, (v) to amend  the
terms of the Guaranty Agreements, Exhibit "D" to the Agreement to
reflect  the  terms stated in Exhibits "D-1" and  "D-2"  attached
hereto, all of which the Lender has agreed to do.

     NOW  THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

<PAGE>

1.  The  preamble to the Agreement shall be amended  to  read  as
follows:

          (B)   a  revolving  line  of  credit  ("Line")  in  the
          principal sum of $4,500,000.00 (the "Commitment") which
          the  Borrower may borrow, repay and re-borrow from time
          to  time,  subject to the Borrowing Base limitation  as
          set  forth  below, until the earlier of  (i)  June  30,
          2000,  or  (ii) the date upon which Lender  accelerates
          Borrower's  obligation after an Event  of  Default,  as
          defined below (the "Commitment Termination Date").

     The  rate  of interest on the Line shall vary on  an  annual
     basis beginning on a date to be determined by the Lender and
     Borrower  and thereafter, annually, on the date  the  Lender
     elects  to renew its Line Commitment, if it so chooses,  and
     shall  be  based  upon the Borrower's Funded  Bank  Debt  to
     EBITDA Ratio which is defined as the ratio the numerator  of
     which  is  the amount of principal plus accrued  but  unpaid
     interest outstanding on the Line and Term obligations of the
     Borrower  under  this Agreement plus any  other  outstanding
     amounts  of  principal and interest owed by the Borrower  to
     any other financial institution (the "Borrower's Funded Bank
     Debt"),  and  the  denominator of which  is  the  Borrower's
     earnings   before   interest,   taxes,   depreciation,   and
     amortization  ("EBITDA") as demonstrated  by  the  financial
     statement  of  the Borrower at the time of the determination
     of  such  ratio,  the  ratio being hereafter  identified  as
     "Funded Bank Debt to EBITDA Ratio".

     Where  the  Borrower"s Funded Bank Debt to EBITDA  Ratio  is
     equal  to  or  less than the ratio of 1.01 to  1,  then  the
     interest  rate payable to Lender on the Line Note (hereafter
     defined)  for the next ensuing annual period shall be  equal
     to the rate announced by The Chase Manhattan Bank, N.A., for
     the  guidance  of its lending officers as its prime  lending
     rate for commercial loans as in effect from time to time  at
     its principal office in New York, N.Y., which may not be the
     lowest  rate  of  interest available to its customers  ("The
     Chase  Manhattan Bank Prime Rate of Interest") less 50 basis
     points.   In the event The Chase Manhattan Bank, N.A.  shall
     cease  to  exist or shall no longer publish a prime  lending
     rate  for  commercial  loans, Lender  shall  select  another
     commercial  bank,  in its sole discretion,  which  shall  be
     substituted for The Chase Manhattan Bank herein.   The  rate
     of interest shall not at any time exceed the maximum rate of
     interest  permitted under the laws of the State of  Oklahoma
     for  loans of the type and character evidenced by  the  Line
     Note.

     Where  the Borrower's Funded Bank Debt to EBITDA is  greater
     than or equal to the ratio of 1.01 to 1 but is less than the
     ratio of 1.51 to 1, then the interest rate payable to Lender
     on the Line Note for the next ensuing annual period shall be
     equal  to  The Chase Manhattan Bank Prime Rate  of  Interest
     minus 25 basis points.

<PAGE>

     Where  the Borrower's Funded Bank Debt to EBITDA is  greater
     than or equal to the ratio of 1.51 to 1 but is less than  or
     equal  to  the  ratio of 2.00 to 1, then the  interest  rate
     payable to Lender on the Line Note for the next ensuing annual
     period shall be equal to The Chase Manhattan Bank Prime Rate
     of Interest.

     Where the Borrower's Funded Bank Debt to EBITDA is  greater
     than  or  equal to the ratio of 2.00 to 1, then the interest
     rate payable to Lender on the Line Note for the next ensuing
     annual  period  shall be equal to The Chase  Manhattan  Bank
     Prime Rate of Interest plus 25 basis points.

     The  rate of interest on the Term shall be fixed at the rate
     of eight percent per annum (8%).

2.   The  initial annual rate of interest on the  Line  is  _____
(_%).

3.  Paragraph 1.1 of the Agreement is amended to read as follows:

     1.1   Subject to the terms and conditions of this Agreement,
     the  Lender  has  previously agreed to and  has  loaned  the
     Borrower  the original principal sum of $651,750,00 pursuant
     to  the  terms of a promissory note originally  maturing  on
     August  17, 1999, but which note has been amended to  mature
     on  June 30, 2004, and which note, as of August 1, 1999, has
     a  current outstanding balance of $579,204.00; a copy of the
     promissory  note is attached hereto as Exhibit "A-1"  (which
     together with any extensions, renewals, and changes in  form
     thereof is hereafter referred to as the "Term Note".)

4.  The  Exhibit  "A-1" attached hereto shall and  does  replaces
Exhibit "A-1" of the Agreement.

5. Paragraph 2.1 of the Agreement is amended to read as follows:

     2.1  Subject to the terms and conditions of this  Agreement,
     the  Lender agrees to lend Borrower such amounts up  to  the
     maximum  of $4,500,000.00 as Borrower may from time to  time
     request  as  evidenced by a promissory  note,  in  the  form
     Attached  hereto Exhibit "A-2", maturing on June  30,  2000,
     (which,  together with any extensions, renewals and  changes
     in  form  thereof, is hereinafter referred to as  the  "Line
     Note", or individually and collectively with the "Term Note"
     as  the  "Notes"),  provided that  the  aggregate  principal
     balance  at  any time outstanding under the Line Note  shall
     not  exceed the lesser of (i) the Commitment or (ii) the sum
     of the following:

6.  The  Exhibit  "A-2" attached hereto shall and  does  replaces
Exhibit "A-2" of the Agreement.

7.  Exhibit "D-1" and "D-2" attached hereto shall replace Exhibit
"D" to the Agreement.

<PAGE>

8.  All  other terms and conditions of this Agreement,  including
but   not  limited  to  the  Security  Agreements,  the  Guaranty
Agreements  (as  amended) and all other  related  agreements  and
documents shall remain in full force and effect.

     If  the foregoing sets forth your agreement with the Lender,
please so indicated by signing in the spaces provided below.



Sincerely,

Bank of Oklahoma, N.A.


By:  /S/ Marcus J. Short
     -------------------------------
     Marcus J. Short, Vice President



Agreed and accepted this _____ day of ________, 1999.

"Borrower"

DRK Enterprises, Inc., d/b/a Tulsat


By:  /S/ Kenneth A. Chymiak
     ----------------------------------
     Kenneth A. Chymiak, Vice President


"Guarantors"

/S/ Kenneth A. Chymiak
----------------------------------
Kenneth A. Chymiak, individually


/S/ Kenneth A. Chymiak
----------------------------------
Kenneth A. Chymiak as Trustee of
the Kenneth A. Chymiak Revocable
Trust dated March 4, 1992


<PAGE>

/S/Susan C. Chymiak
------------------------------
Susan C. Chymiak, individually


/S/Susan C. Chymiak
------------------------------
Susan C. Chymiak as Trustee of
the Susan C. Chymiak Revocable
Trust dated March 4, 1992

/S/ David E. Chymiak
--------------------
David E. Chymiak


<PAGE>

September 23, 1999

Kenneth A. Chymiak, Vice President
DRK Enterprises, Inc. d/b/a Tulsat
1605 E. Iola
Broken Arrow, OK 74012

Kenneth A. Chymiak, Manager
Chymiak Investments, L.L.C.
1605 E. Iola
Broken Arrow, OK 74012

Re:    Fifth  Amendment  to  the  Letter  Agreement  between  DRK
Enterprises, Inc. d/b/a Tulsat as "Borrower" and Bank of Oklahoma,
N. A. as "Lender" dated June 30, 1997; agreement of Chymiak
Investments, L.L.C., to assume the obligations of Borrower for the
Term Loan and Term Note, as set forth in the Agreement; additional
Guaranty Agreements by the current Guarantors;  and, Assignment of
Lease (in  Support  of Mortgage).

Dear Mr. Chymiak:

     This  letter agreement shall constitute the fifth  amendment
to the amended and restated letter agreement dated June 30, 1997,
as  amended  September 25, 1997, February 28,  1998,  August  31,
1998,  and August 2, 1999,  (as amended, the "Agreement") by  and
between  Bank  of Oklahoma, N.A. ("Lender") and DRK  Enterprises,
Inc.,  an  Oklahoma  corporation, which does business  as  Tulsat
("Borrower"),  and  shall  also evidence  the  agreement  of  the
Guarantors of the obligations set forth in the Agreement to  this
amendment  and  the agreement of Chymiak Investments,  L.L.C.  to
assume  the obligations of the Borrower with respect to the  term
loan facility under such Agreement.

      WHEREAS,  the  Borrower  has previously  entered  into  the
Agreement  setting forth, among other obligations, the obligation
of  the  Borrower to repay the Lender the amount advanced by  the
Lender  to  the  Borrower under a term loan facility  (the  "Term
Loan")  in  the  original principal amount of $651,750.00,  which
Term  Loan  is evidenced by an original  promissory note  of  the
Borrower  to the Lender in the same amount dated March 17,  1997,
maturing  on August 17, 1999, (the "Term Note"), and  which  Term
Note  was subsequently renewed pursuant to the amendment  to  the
Agreement dated August 2, 1999, in which the date of maturity  of
the  Term Note was extended until June 30, 2004, and the interest
payable  on  the  Term Note was reduced from eight  and  one-half
percent  per annum (8 1/2%) to eight percent per annum (8%);  and
which  Agreement also evidences the obligation of the  Lender  to
make  advances  and the Borrower to repay such advances  under  a
line of credit facility (the "Line Loan"); and,

<PAGE>

      WHEREAS, the Borrower has granted to the Lender a  mortgage
of  real  property  described as Lot Five  (5),  Block  One  (1),
Sentinel  Industrial Park, an Addition in Tulsa County, Oklahoma,
according  to  the  Recorded  Plat  thereof,  which  mortgage  is
recorded  in  the  records of the County Clerk of  Tulsa  County,
Oklahoma at Book 5902 at Page 215 and which mortgage evidences  a
first  lien in and to the property described therein in favor  of
the  Lender,  and  was  made to secure  the  obligations  of  the
Borrower to repay the Term Loan and Term Note as set forth in the
Agreement and Term Note (the "Mortgage"); and,

     WHEREAS,  the  Borrower has requested, and  the  Lender  has
agreed:  (i)  that  it  be  allowed to  sell  the  real  property
described  in  the  Mortgage  and  referenced  above  to  Chymiak
Investments, L.L.C. ("Chymiak"); and (ii) to be relieved  of  all
obligations  with  respect to the Agreement  and  the  Term  Note
insofar as the Agreement and Term Note sets forth obligations  of
the  Borrower  to  repay the Term Loan and Term  Note;  and,  the
Borrower and Chymiak intend to enter into a lease agreement under
which  the  Borrower  shall lease the  property  subject  to  the
Mortgage from Chymiak, all of which Lender has agreed to do  upon
the terms and conditions set forth herein.

     NOW  THEREFORE, in consideration of the mutual covenants and
agreements  herein  contained and subject to the  conditions  set
forth  below,  the  parties hereto agree that  the  Agreement  is
amended  such that the Borrower and Guarantors set forth  therein
and in the Guaranty Agreement which are exhibits to the Agreement
are  hereby  relieved  of all obligations to  repay  indebtedness
described  therein as the Term Loan and Term  Note,  and  in  the
Guaranty Agreements attached thereto as Exhibits, insofar as such
Guaranty Agreements evidence the obligation of the Guarantors  to
repay the Term Loan and Term Note indebtedness of the Borrower to
the Lender, but not otherwise.

     Conditions  Precedent:  Prior  to  this  amendment  to   the
Agreement having effect:

1.    Borrower  shall  have  caused  Chymiak  to  enter  into  an
Assumption Agreement by and between Borrower, Lender, and Chymiak
the  form of which is attached hereto as Exhibit "A", under which
Assumption Agreement, Chymiak shall assume all obligations of the
Borrower  to the Lender for repayment of the Term Loan  and  Term
Note;

2.   Borrower shall cause Guarantors under the Agreement to enter
into new and additional guaranty agreements the form of which are
attached  hereto as Exhibits "B-1", "B-2", and "B-3" under  which
Guarantors guaranty the repayment of the indebtedness of  Chymiak
to the Lender as more particularly provided for therein;

3.    Guarantors  under  the  Agreement  shall  acknowledge  this
amendment  to the Agreement and by their execution hereof,  shall
ratify  their  respective guaranties, guaranteeing the  continued
obligations  of  the  Borrower to the Lender  set  forth  in  the
Agreement,  as  amended, and to repay the Lender the  obligations
owed on the Line Loan and the Line Note;

<PAGE>

4.    Lender shall have received a certified copy of the recorded
general warranty deed from the Borrower to Chymiak conveying  the
property referenced in the Mortgage to Chymiak subject to the
Mortgage;

5.    Borrower  and  Chymiak shall enter into a  lease  agreement
under   which  Chymiak  shall  lease  to  Borrower  the  property
described  in  the  Mortgage  and  which  lease  agreement  shall
obligate Borrower to make lease payments to Chymiak in the amount
of  ___  for  a term of no less than_______ months,  which  lease
agreement  shall be approved by the Lender; Chymiak shall  assign
such  lease to the Lender as collateral for the repayment of  the
obligations  it  assumes  under the Term  Loan,  Term  Note,  and
Mortgage,  which assignment shall be in the form attached  hereto
as Exhibit "C";

6.    Chymiak  shall  execute  this amendment  to  the  Agreement
evidencing  its  agreement  to be  bound  by  the  terms  of  the
Agreement, insofar as such terms concern the Term Loan  and  Term
Note, as well as its agreement to the terms contained herein.

     If  the foregoing sets forth your agreement with the Lender,
please so indicated by signing in the spaces provided below.


Sincerely,

Bank of Oklahoma, N.A.


By:  /S/ Marcus J. Short
     -------------------------------
     Marcus J. Short, Vice President



Agreed and accepted this _____ day of ________, 1999.

"Borrower"

DRK Enterprises, Inc., d/b/a Tulsat


By:  /S/ Kenneth A. Chymiak
     ----------------------------------
     Kenneth A. Chymiak, Vice President


"Chymiak"

Chymiak Investments, L.L.C.

<PAGE>


By:  /S/ Kenneth A. Chymiak
     ----------------------------------
     Kenneth A. Chymiak, Manager

"Guarantors",  who  by their execution hereof  demonstrate  their
agreement  to the amendment made to the Agreement, and adopt  and
ratify  their guarantees of the indebtedness of the  Borrower  as
set forth in their respective Guaranty Agreements



/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak,  individually            Susan C. Chymiak, individually


/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak as Trustee of             Susan C. Chymiak as Trustee of
the  Kenneth A. Chymiak Revocable            the Susan C. Chymiak Revocable
Trust  dated  March 4, 1992                  Trust dated March 4, 1992


/S/ David E. Chymiak
--------------------
David E. Chymiak

<PAGE>

                           EXHIBIT "A"

                      ASSUMPTION AGREEMENT

THIS AGREEMENT, made this 28th day of September, 1999 by, between
and  among  Bank  of Oklahoma, N.A. a national  association  bank
(hereinafter  called "Mortgagee"), DRK Enterprises,  Inc.,  d/b/a
Tulsat, an Oklahoma corporation (hereinafter called "Mortgagor"),
and  Chymiak  Investments, L.L.C., an Oklahoma limited  liability
company  (hereinafter  called "Grantee"),  with  respect  to  the
following:

      A.    Mortgagor  is indebted to Mortgagee under  a  certain
Promissory  Note  dated March 17, 1997, in the  stated  principal
face amount of $651,750.00, as such note was subsequently renewed
on  August  2,  1999 (hereinafter called "Note"), which  Note  is
secured  by  a Real Estate mortgage dated March 17,  1999,  filed
April  7, 1997, in Book 5902 at Page 215 of the records of  Tulsa
County,  Oklahoma (hereinafter called the "Mortgage"), and  by  a
Security  Agreement  dated  June  30,  1997  (hereinafter  called
"Security   Agreement"),  and  by  Financing  Statements   filed:
September  10,  1996  with the County Clerk of  Oklahoma  County,
Oklahoma,  and recorded as registration number 047493;  July  30,
1996  with  the  County Clerk of Oklahoma County,  Oklahoma,  and
recorded as registration number 9604539 (hereinafter collectively
called "Financing Statements").

     B.   Mortgagor has sold, transferred and conveyed to Grantee
all of the real property described in Exhibit "A" attached hereto
and  made  a  part  hereof, and all buildings,  improvements  and
personal property located thereon.

      C.    Grantee  is  willing to assume  the  payment  of  the
mortgaged  indebtedness due and owing from Mortgagor to Mortgagee
and  assume all obligations past, present or future, arising  out
of or by reason of the Mortgage, between Mortgagor and Grantee.

                           WITNESSETH:

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual   agreements  herein  contained,  and  upon  the   express
condition  that  the  liens  of the aforesaid  Mortgage  held  by
Mortgage  are  valid,  first and subsisting  liens  on  the  real
estate, improvements, fixtures and personal property now existing
or  hereafter created or acquired and that the execution of  this
Agreement  will  not impair such liens, it is  hereby  agreed  as
follows:

      1.   The "WHEREAS" clauses of this Agreement which are,  by
reference, incorporated into and made a part of the body of  this
Agreement as if set out in full, shall be deemed and held  to  be
contractual in nature and not mere recitals.

      2.    Grantee hereby covenants, promises and agrees (a)  to
pay  the Note at the times, and in the manner in all respects  as
therein provided, as same may be modified or amended from time to
time,  (b)  to perform each and all of the covenants,  agreements
and  obligations  of the Note, the Mortgage and  the  other  Loan

<PAGE>

Documents to be performed by the Mortgagor therein, at the  time,
and  in  the manner in all respects as therein provided, as  same
may  be  modified  or  amended from time  to  time,  and  (c)  to
indemnify, save and hold Mortgagor harmless from any in
personal  liability arising by a foreclosure of the  Mortgage  or
other Loan Documents now held by Mortgagee.

      3.    All the real property described in the Mortgage shall
remain in all respects subject to the lien, charge or encumbrance
of  the  Mortgage  and other Loan Documents, and  nothing  herein
contained  and nothing done pursuant hereto, shall affect  or  be
construed  to  affect  the lien, charge  or  encumbrance  of,  or
warranty of title in, or conveyance affected by the Mortgage, the
Security  Agreement and the Financing Statements, or the priority
thereof  over  other liens, charges, encumbrances or conveyances,
nor  shall anything herein contained or done in pursuance  hereof
affect or be construed to affect any other security or instrument
held  by  Mortgagee  as  security for or evidence  of  the  other
indebtedness owed Mortgagee by Mortgagor.

      4.    Grantee waives any and all rights, claims or setoffs,
if  any,  against Mortgagee, its successors and assigns,  arising
out  of or by reason of the Note, the Mortgage and the other Loan
Documents described herein.

      5.    Notwithstanding anything herein to the contrary, this
Agreement shall not affect or impair any representation in regard
to  and/or warranty of title heretofore made by Mortgagor, all of
which shall remain in force and inure to the benefit of Mortgagee
and  any insurer of the title to said property or the lien of the
Mortgage thereon.

      6.    All  of the grants, covenants, terms, conditions  and
agreements hereof shall be binding upon and inure to the  benefit
of  all  of  the  heirs, executors, administrators,  assigns  and
successors in interest of the parties hereto.

      7.   Neither this Agreement nor any provision hereof may be
changed,  altered,  waived,  amended,  discharged  or  terminated
orally,  but only by an instrument reduced to writing, signed  by
all parties hereto.

     EXECUTED the date and year first written hereinabove.

"Grantee"

CHYMIAK INVESTMENTS, L.L.C.


By:________________________
Its:_______________________


"Mortgagor"

DRK ENTERPRISES, INC. d/b/a TULSAT

<PAGE>


By: _______________________
Its:_______________________


"Mortgagee"

BANK OF OKLAHOMA, N.A.


By: _______________________
Its:_______________________

<PAGE>


                          Exhibit "B-1"

                       GUARANTY AGREEMENT


                                            Date:

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Chymiak Investments, L.L.C.       Bank of Oklahoma, N.A.
1605 East Iola                    Post Office Box 2300
Broken Arrow, Oklahoma  74102     Tulsa, Oklahoma 74192-2300

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or
     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains unpaid
     and  regardless  as  to which indebtedness  such  sums  were
     intended to be applied; (9) release any one or more  of  the
     undersigned,  any other guarantor or any other party  liable
     upon or for any indebtedness or other obligation guaranteed,
     and  such  release will not affect the liability under  this
     Agreement  of any of the undersigned or any other party  not
     so  released;  (10) add or release the primary or  secondary
     liability of principals, guarantors or other parties, and/or
     (11) obtain additional collateral security.

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Two

C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the failure to perfect, or maintain perfection
     of, a security interest in collateral; and (6) any event, or
     any  act or omission of the Lender (except acts or omissions
     in  bad  faith) which materially increases the scope of  the
     undersigned's  risk as guarantor, including  the  manner  of
     administration of the loan and changes in the form or manner
     in  which  any  party  does business or in  their  financial
     condition any notice of any such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  of  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

          $150,000.00

H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement.  The rights granted by
     this  paragraph shall be in addition to the  rights  of  the
     Lender under any statutory banker's lien or common law right
     of offset.


<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Three

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.

K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not be otherwise affected by
     shall  continue  until  all  indebtedness,  including   loan
     commitments,  existing at the time of the  receipt  of  such
     notice, and renewals or extensions of indebtedness to  which
     the undersigned consents, is fully paid.  After
     any  such revocation, Lender may exercise any rights granted
     in  this  Agreement without releasing the  undersigned  from
     liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition of  any  security  first to any unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility  to maintain a close watch on that  financial
     condition  as long as this Guaranty Agreement is outstanding
     and  that  they  are  not relying on the Lender  to  provide
     information on the Debtor's financial condition, now  or  in
     the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement cannot be amended except
     by  an  agreement in writing signed by both the  undersigned
     and  the  Lender.   No condition as to the effectiveness  or
     enforcement  of  this Guaranty Agreement  exists  except  as
     stated in this Guaranty Agreement.  Regardless of any  other
     provision of this Guaranty Agreement to the

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Four

     contrary,  and  unless  otherwise specifically  released  or
     modified  by  this Guaranty Agreement, all other obligations
     of  the  undersigned to Lender evidenced  by  a  note,  loan
     agreement,  guaranty  or other written agreement  remain  in
     force and effect.


     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)


                                     The Kenneth A. Chymiak Revocable
                                     Trust dated March 4, 1992

                                     /S/ Kenneth A. Chymiak
                                     ----------------------------
                                     Kenneth A. Chymiak, Trustee

                                     /S/ Kenneth A. Chymiak
                                     ---------------------------------
                                     Kenneth  A. Chymiak, individually

<PAGE>


                          Exhibit "B-2"

                       GUARANTY AGREEMENT


                                            Date:

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Chymiak Investments, L.L.C.       Bank of Oklahoma, N.A.
1605 East Iola                    Post Office Box 2300
Broken Arrow, Oklahoma  74102     Tulsa, Oklahoma 74192-2300

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or
     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains unpaid
     and  regardless  as  to which indebtedness  such  sums  were
     intended to be applied; (9) release any one or more  of  the
     undersigned,  any other guarantor or any other party  liable
     upon or for any indebtedness or other obligation guaranteed,
     and  such  release will not affect the liability under  this
     Agreement  of any of the undersigned or any other party  not
     so  released;  (10) add or release the primary or  secondary
     liability of principals, guarantors or other parties, and/or
     (11) obtain additional collateral security.

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Two

C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the failure to perfect, or maintain perfection
     of, a security interest in collateral; and (6) any event, or
     any  act or omission of the Lender (except acts or omissions
     in  bad  faith) which materially increases the scope of  the
     undersigned's  risk as guarantor, including  the  manner  of
     administration of the loan and changes in the form or manner
     in  which  any  party  does business or in  their  financial
     condition any notice of any such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  of  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

          $150,000.00

H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement.  The rights granted by
     this  paragraph shall be in addition to the  rights  of  the
     Lender under any statutory banker's lien or common law right
     of offset.

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Three

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.

K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not be otherwise affected by shall continue  until  all
     indebtedness, including loan commitments, existing at the time
     of the receipt of such notice, and renewals or extensions of
     indebtedness to which the undersigned consents, is fully paid.
     After any such revocation, Lender may exercise any rights
     granted in this Agreement without releasing the  undersigned
     from liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition of any security first  to  any  unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility  to maintain a close watch on that  financial
     condition  as long as this Guaranty Agreement is outstanding
     and  that  they  are  not relying on the Lender  to  provide
     information on the Debtor's financial condition, now  or  in
     the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement cannot be amended except
     by  an  agreement in writing signed by both the  undersigned
     and  the  Lender.   No condition as to the effectiveness  or
     enforcement  of  this Guaranty Agreement  exists  except  as
     stated in this Guaranty Agreement.  Regardless of any  other
     provision of this Guaranty Agreement to the

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Four

     contrary,  and  unless  otherwise specifically  released  or
     modified  by  this Guaranty Agreement, all other obligations
     of  the  undersigned to Lender evidenced  by  a  note,  loan
     agreement,  guaranty  or other written agreement  remain  in
     force and effect.


     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)


                                    The  Susan Chymiak  Revocable Trust
                                    dated March 4, 1992

                                    /S/ Susan C. Chymiak
                                    -------------------------
                                    Susan C. Chymiak, Trustee

                                    /S/ Susan C. Chymiak
                                    -------------------------------
                                    Susan C. Chymiak, individually


<PAGE>

                          Exhibit "B-3"

                       GUARANTY AGREEMENT


                                            Date:

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Chymiak Investments, L.L.C.       Bank of Oklahoma, N.A.
1605 East Iola                    Post Office Box 2300
Broken Arrow, Oklahoma  74102     Tulsa, Oklahoma 74192-2300

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or
     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains unpaid
     and  regardless  as  to which indebtedness  such  sums  were
     intended to be applied; (9) release any one or more  of  the
     undersigned,  any other guarantor or any other party  liable
     upon or for any indebtedness or other obligation guaranteed,
     and  such  release will not affect the liability under  this
     Agreement  of any of the undersigned or any other party  not
     so  released;  (10) add or release the primary or  secondary
     liability of principals, guarantors or other parties, and/or
     (11) obtain additional collateral security.

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Two

C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the failure to perfect, or maintain perfection of, a security
     interest in collateral; and (6) any event, or any act or
     omission of the Lender (except acts or omissions in  bad
     faith) which materially increases the scope of the
     undersigned's  risk as guarantor, including  the  manner  of
     administration of the loan and changes in the form or manner
     in  which  any  party  does business or in  their  financial
     condition any notice of any such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  of  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

          $300,000.00

H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement.  The rights granted by
     this  paragraph shall be in addition to the  rights  of  the
     Lender under any statutory banker's lien or common law right
     of offset.

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Three

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.

K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not be otherwise affected by  shall  continue  until  all
     indebtedness,  including   loan commitments, existing at the
     time of the receipt  of such notice, and renewals or
     extensions of indebtedness to which the undersigned consents,
     is fully paid.  After any  such revocation, Lender may
     exercise any rights granted in this Agreement without releasing
     the undersigned  from liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition of any security first  to  any  unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility  to maintain a close watch on that  financial
     condition  as long as this Guaranty Agreement is outstanding
     and  that  they  are  not relying on the Lender  to  provide
     information on the Debtor's financial condition, now  or  in
     the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement cannot be amended except
     by  an  agreement in writing signed by both the  undersigned
     and  the  Lender.   No condition as to the effectiveness  or
     enforcement  of  this Guaranty Agreement  exists  except  as
     stated in this Guaranty Agreement.  Regardless of any  other
     provision of this Guaranty Agreement to the

<PAGE>

Guaranty Agreement
Chymiak Investments, L.L.C.
Page Four

     contrary,  and  unless  otherwise specifically  released  or
     modified  by  this Guaranty Agreement, all other obligations
     of  the  undersigned to Lender evidenced  by  a  note,  loan
     agreement,  guaranty  or other written agreement  remain  in
     force and effect.


     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)


                                       /S/ David E. Chymiak
                                       ---------------------
                                       David E. Chymiak



<PAGE>


                           Exhibit "C"

          ASSIGNMENT OF LEASE (IN SUPPORT OF MORTGAGE)


      This  Assignment is made this______ day of September, 1999,
by  and  between Chymiak Investments, L.L.C., an Oklahoma limited
liability  company  ("Assignor")  and  Bank  of  Oklahoma,   N.A.
("Assignee").

                            RECITALS

      Assignor  has  assumed the obligations of DRK  Enterprises,
Inc.,  ("DRK")  to  Assignee under that certain  promissory  note
dated  March  17, 1997, in the stated principal  face  amount  of
$651,750.00, as such note was subsequently renewed on  August  2,
1999 (hereinafter called "Note"), which Note is secured by a Real
Estate  mortgage dated March 17, 1999, filed April  7,  1997,  in
Book  5902  at Page 215 of the records of Tulsa County, Oklahoma,
covering  real estate situated in the County of Tulsa,  State  of
Oklahoma,  described  in Exhibit A attached  hereto  (hereinafter
called  the  "Mortgage"),  and  the buildings,  improvements  and
fixtures  now or hereafter located thereon, the real  estate  and
buildings  and improvements thereon covered by the  Mortgage  are
hereinafter  referred to as the "Mortgaged Premises."  and  by  a
Security  Agreement  dated  June  30,  1997  (hereinafter  called
"Security   Agreement"),  and  by  Financing  Statements   filed:
September  10,  1996  with the County Clerk of  Oklahoma  County,
Oklahoma,  and recorded as registration number 047493;  July  30,
1996  with  the  County Clerk of Oklahoma County,  Oklahoma,  and
recorded as registration number 9604539 (hereinafter collectively
called "Financing Statements")

      One of the conditions precedent to allowing the sale of the
Real  Estate  by  DRK to Assignor, and assumption  of  the  Note,
Mortgage  and  loan  evidenced by the Note is that  the  Assignor
execute this Assignment to the Assignee.

      Accordingly, in consideration of the premises  and  of  the
mutual  agreements  herein contained, the  Assignor  does  hereby
presently  grant,  transfer and assign to  Assignee  all  of  the
right,  title and interest of Assignor in and to (i) that certain
lease between Assignor, as lessor, and DRK,  as lessee, dated  as
of              ,  19 , (the "Lease"), (ii) all Assignor's rights
of  possession, interest and reversion as lessor in  and  to  the
premises and property described in and covered by the Lease,  and
(iii) all rents, issues, profits and other payments of every kind
due or payable and to become due or payable to the assignor under
the Lease (all of which are hereinafter collectively referred  to
as  "Rentals"),  whether  such Rentals  accrue  before  or  after
foreclosure of the Mortgage and the security interest created  by
the  Security  Agreement and Financing Statements or  during  any
period of redemption thereof, for the purpose of securing payment
of  all  indebtedness evidenced by the Note and  all  other  sums
secured by the Mortgage.

A.    Assignor  hereby  represents and warrants  to  Assignee  as
follows:

     1.   The  Assignor has good and lawful right and full  power
          and  authority  under applicable law  to  execute  this
          Assignment  and  to perform its obligations  hereunder,
          and Assignor is not bound by any law or agreement which
          might  prevent  Assignee from  exercising  any  of  its
          powers  or rights under this Assignment or which limits
          the Assignee in such exercise.

     2.   The  Assignor has not executed any prior assignment  of
          its  right, title and interest in the Lease or  in  the
          Rentals  and has not otherwise encumbered the Lease  or
          the Rentals.

B.    To protect the security of this Assignment, Assignor hereby
agrees as follows:

     1.   Assignee shall have the immediate and continuing  right
          to  collect and receive all Rentals directly  from  the
          Lessee,  as the same become due and payable  under  the
          Lease,  regardless  of whether  or  not  any  event  of
          default exists under the Note or the Mortgage,  and  to
          apply  the Rentals, less reasonable costs and  expenses
          incurred  by  Assignee in collecting the same,  to  the
          payment of the installments then due and payable  under
          the  Note, but, provided no event of default under  the
          Note  or  the  Mortgage has happened and is continuing,
          remitting to Assignor any surplus.

<PAGE>

     2.   The Assignor hereby irrevocably authorizes, directs and
          instructs the Lessee to pay the rentals at the time and
          in the amounts specified in the Lease to the Assignee.

     3.   Assignor  irrevocably  constitutes  and  appoints   the
          Assignee  its  attorney-in-fact  in  its  name  or   in
          Assignee's  own  name to use such  measures,  legal  or
          equitable, as in its discretion may be deemed necessary
          or appropriate to enforce payment of the Rentals.

     4.   Assignor  will not: (i) modify or in any way alter  the
          terms  of  the Lease, (ii) terminate the  term  of  the
          Lease or accept a surrender thereof unless required  to
          do  so  by the terms of the Lease, (iii) waive, condone
          or  in any manner release or discharge the Lessee of or
          from   the   obligations,  covenants,  conditions   and
          agreements  by  the Lessee to the performed  under  the
          Lease, including the obligations to pay the rent called
          for  thereunder in the manner and at the time specified
          therein, or (iv) collect or seek to collect the Rentals
          from the Lessee or direct the Lessee to pay the Rentals
          and  surrender unto Assignee, Assignor's rights,  power
          and  authority  to  do  any of the  foregoing  and  any
          attempt  on  the part of the Assignor to  exercise  any
          such right without the written authority and consent of
          the Assignee thereto being first had and obtained shall
          constitute  a breach of the terms hereof entitling  the
          Assignee to declare all sums secured hereby immediately
          due and payable.

     5.   The  Assignee  shall  not be obligated  to  collect  or
          attempt any Rentals which are not in fact paid to it or
          its   agent.   Further,  the  Assignee  shall  not   be
          obligated  to perform or discharge, nor does it  hereby
          undertake to perform or discharge, any obligation, duty
          or  liability under the Lease, or under or by reason of
          this Assignment, and the Assignor shall and does hereby
          agree  to  indemnify the Assignee against and  hold  it
          harmless  from  any and all liability, loss  or  damage
          which it may or might incur under the Lease or under or
          by reason of the Assignment and of and from any and all
          claims  and  demands whatsoever which may  be  asserted
          against  it  by  reason  of any alleged  obligation  or
          undertaking on its part to perform or discharge any  of
          the  terms,  covenants or agreements contained  in  the
          Lease,  or  by  reason of the exercise of  any  of  its
          rights or remedies hereunder; should Assignee incur any
          such liability, loss or damage under the lease or under
          or  by reason of this Assignment, or in defense of  any
          such  claims or demands, the amount thereof,  including
          costs,   expenses   and  reasonable  attorneys'   fees,
          together with interest thereon at the rate provided  in
          the  Note or such extension or renewal of the  note  as
          may then be outstanding, shall be secured hereby and by
          the  Mortgage,  and  Assignor shall reimburse  Assignee
          therefor  immediately upon demand, and upon failure  of
          Assignor so to do the Assignee shall have the option to
          declare  all  sums secured hereby immediately  due  and
          payable.

     6.   Assignor will promptly execute, upon written request of
          the  Assignee, any and all instruments requested by the
          Assignee  to  carry this Assignment into effect  or  to
          accomplish any other purposes deemed by the Assignee to
          be  reasonable  necessary or appropriate in  connection
          with this Assignment.

C.   It is further mutually agreed as follows:

     1.   Upon  payment  in full of all sums secured  hereby,  as
          evidenced   by  the  recording  of  an  instrument   of
          satisfaction  or  full release of the Mortgage,  unless
          there  shall  have  been recorded another  mortgage  in
          favor  of  Assignee  for the benefit  of  the  Assignee
          covering  the  whole  or  any  part  of  the  Mortgaged
          Premises, this Assignment shall become and be void  and
          of no effect.

     2.   Assignee  shall have all rights and remedies  available
          under  the  law in effect at the time such  rights  and
          remedies are sought to be enforced, whether or not they
          are available under current law.

     3.   This   Agreement  shall  be  construed   and   enforced

<PAGE>

          according to the laws of the State of Oklahoma.

     4.   This  Assignment  embodies  the  entire  agreement  and
          understanding  between  the  parties  relating  to  the
          subject matter hereof and may not be amended or  waived
          except  by  an  instrument in writing executed  by  the
          party  against  whom enforcement of such  amendment  or
          waiver  is sought.  If any clauses or provisions herein
          contained would invalidate this Assignment in whole  or
          in  part,  such  clauses or provisions  only  shall  be
          invalid,  and  the  remainder of this  Assignment  will
          remain in full force and effect.

     5.   This  Assignment shall be binding upon and shall  inure
          to   the  benefit  of  the  parties  hereto  and  their
          respective successors and assigns.

     6.   Any  delay by Assignee in exercising any right,  remedy
          or  power  described or referred to in this  Assignment
          shall  neither be a waiver of nor preclude the exercise
          of such right or remedy.  All such rights, remedies and
          powers  shall  be distinct and cumulative  and  may  be
          exercised   singly  or  serially  (in  any  order)   or
          concurrently,  and  as often as the  occasion  therefor
          arises.

     7.   This Assignment is given as security in addition to the
          security  of  the  Mortgage, and not  as  part  of  the
          security  of  the  Mortgage.  All rights  and  remedies
          herein  conferred  may  be  exercised  whether  or  not
          foreclosure proceedings are pending under the Mortgage.
          Assignee shall not be required to resort first  to  the
          security  of this Assignment or of the Mortgage  before
          resorting  to  the security of the other, and  Assignee
          may  exercise  the security hereof and of the  Mortgage
          concurrently  or  independently and  in  any  order  of
          preference.

     8.   All  notices or demands which are required or permitted
          to be given or served hereunder shall be in writing and
          sent  by  certified  or registered  mail  addressed  as
          follows:

          To Assignee:

               Marcus J. Short, Vice President
               Bank of Oklahoma, N.A.
               P.O. Box 2300
               Tulsa, Oklahoma  74192

          To Assignor:

               Kenneth A. Chymiak, Manager
               Chymiak Investments, L.L.C.
               1605 E. Iola
               Broken Arrow, OK 74012

          Either  party  may  designate a change  of  address  by
          written  notice to the other, given at  least  10  days
          before such change of address is to become effective.

     9.   This  Assignment  may  be executed  in  any  number  of
          counterparts,  each of which shall be an  original  but
          all of which shall constitute one instrument.

     IN  WITNESS WHEREOF, the Assignor has caused this Assignment
to be duly executed as of the day and year first above written.


                              "Assignor"
                              Chymiak Investments, L.L.C.


                              /S/ Kenneth  A.  Chymiak
                              ---------------------------------
                              By,   its:  Kenneth  A.  Chymiak,
                              Manager

<PAGE>
                              "Assignee"
                              BANK OF OKLAHOMA, N.A.


                              /S/ Marcus J. Short
                              -------------------------------
                              Marcus J. Short, Vice President


STATE OF OKLAHOMA        )
                         )    ss.
COUNTY OF                )

      The  foregoing instrument was acknowledged before  me  this
day of September, 1999, by Kenneth A. Chymiak, in the capacity of
Manager  on  behalf of Chymiak Investments, L.L.C.,  an  Oklahoma
limited liability company.


                              Notary Public

My commission expires:

[SEAL]



STATE OF OKLAHOMA        )
                         )    ss.
COUNTY OF                )

     The foregoing instrument was acknowledged before me this
day of         , 1999, by Marcus J. Short, Vice-President on
behalf of Bank of Oklahoma, N.A., a national banking association.


                              Notary Public

My commission expires:

[SEAL]

<PAGE>

                           Exhibit "A"
                             to the
          Assignment of Lease (in Support of Mortgage)

Lot  Five  (5),  Block  One  (1), Sentinel  Industrial  Park,  an
Addition  in  Tulsa County, Oklahoma, according to  the  Recorded
Plat  thereof, as such property is further referred  to  in  that
certain  mortgage recorded in the records of the County Clerk  of
Tulsa County, Oklahoma at Book 5902 at Page 215.

<PAGE>

January 11, 2000

Kenneth A. Chymiak, Vice President
Tulsat Corporation
1605 E. Iola
Broken Arrow, OK 74012

Re:    Sixth  Amendment  to  the  Letter  Agreement  between  DRK
Enterprises,  Inc. d/b/a Tulsat, which has changed  its  name  to
Tulsat  Corporation, "Borrower" and Bank of Oklahoma,  N.  A.  as
"Lender"  dated June 30, 1997; additional Guaranty  Agreement  by
ADDvantage;

Dear Mr. Chymiak:

     This  letter agreement shall constitute the sixth  amendment
to the amended and restated letter agreement dated June 30, 1997,
as  amended  September 25, 1997, February 28,  1998,  August  31,
1998,  August  2, 1999, and September 23, 1999, (as amended,  the
"Agreement")        by  and  between  Bank  of   Oklahoma,   N.A.
("Lender")  and  Tulsat  Corporation, formerly  DRK  Enterprises,
Inc.,   an   Oklahoma  corporation  doing  business   as   Tulsat
("Borrower"), and shall    also serve to amend the  Agreement  to
add  ADDvantage  Technologies  Group,  Inc.,  ("ADDvantage")   as
Guarantor of the obligations set forth in the Agreement.

      WHEREAS,  the  Borrower  has previously  entered  into  the
Agreement  setting forth, among other obligations, the obligation
of  the  Borrower to repay the Lender the amount advanced by  the
Lender to the Borrower under a line of credit loan facility  (the
"Line  Loan") in the amount of $4,500,000.00, which Line Loan  is
evidenced by an original promissory note of the Borrower  to  the
Lender in the same amount dated August 8, 1999, maturing on  June
30, 2000, (the "Line Note"); and,

     WHEREAS,  the  Borrower has requested, and  the  Lender  has
agreed  to  increase  the Commitment for the  set  forth  in  the
Agreement from $4,500,000.00 to $6,000,000.00; to   increase  the
amount  which may qualify to be borrowed on the Line by  amending
the  Qualified Inventory Borrowing Base Limitation from an amount
equal  to  25% of the Qualified Inventory  to an amount equal  to
30%  of  the  Qualified Inventory; and, to add ADDvantage  as  an
additional guarantor of the obligations of Borrower set forth  in
the Agreement, which the Lender has agreed to do.

<PAGE>

     NOW  THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1.  The preamble to the Agreement is hereby amended, in part,  to
read as follows:

     (B) a revolving line of credit ("Line") in the principal
     sum   of  $6,000,000.00  (the  "Commitment")  which  the
     Borrower may borrow, repay and re-borrow from  time   to
     time,  subject to the Borrowing Base limitation  as  set
     forth  below, until the   earlier of (i) June 30,  2000,
     or   (ii)   the   date  upon  which  Lender  accelerates
     Borrower's  obligation after an  Event  of  Default,  as
     defined below (the "Commitment Termination Date").

The  remaining provisions of the preamble as set forth in the
Fifth Amendment to the Agreement dated September 23, 1999, to
continue unamended.

2. Paragraph 2.1 of the Agreement is amended, in part, to read as
follows:

     2.1  Subject to the terms and conditions of this  Agreement,
     the  Lender agrees to lend Borrower such amounts up  to  the
     maximum of $6,000,000.00 as Borrower may from  time to  time
     request  as  evidenced by a promissory  note,  in  the  form
     Attached  hereto Exhibit "A-2", maturing on June  30,  2000,
     (which,  together with any extensions, renewals and  changes
     in  form  thereof, is hereinafter referred to as  the  "Line
     Note", or individually and collectively with the "Term Note"
     as  the  "Notes"),  provided that  the  aggregate  principal
     balance  at  any time outstanding under the Line Note  shall
     not     exceed the lesser of (i) the Commitment or (ii)  the
     sum of the following:

The  remaining  provisions of such paragraph,  as  previously
amended, to continue as previously set forth.

3.  The  Exhibit  "1"  attached hereto shall  and  does  replaces
Exhibit "A-2" of the Agreement.

4.  Paragraph  2.1.2  of the Agreement is  amended,  to  read  as
follows:

     2.1.2   An  Amount  equal to 30% of the Qualified  Inventory
     (the "Qualified Inventory Borrowing Base Limitation");

The  remaining  provisions of paragraph  2.1,  as  previously
amended, to continue as previously set forth.

5.  ADDvantage shall guaranty the obligations of the Borrower  to

<PAGE>

the  Lender and all references   to "Guarantors" made within  the
Agreement,  and  in  particular paragraph 6.6 thereof,  shall  be
deemed  to  include reverence to ADDvantage; Exhibit "2"  to  the
amendment, the guaranty agreement  of  ADDvantage, shall be added
to the Agreement  as Exhibit  "D-3"  thereof and shall be executed
by ADDvantage and  delivered to the Lender.  Guarantors, Susan C.
Chymiak, both  individually  and  as  Trustee  of  the  Susan  C.
Chymiak Revocable Trust dated March 4, 1992; Kenneth A. Chymiak, both
individually and as Trustee of the Kenneth A. Chymiak Revocable
Trust dated March 4, 1992; and David E. Chymiak shall execute and
deliver to Lender amended Guaranty Agreements that reflect  that
the Borrower's name has changed from DRK Enterprises, Inc., d/b/a
Tulsat to Tulsat Corporation in the form of     Exhibits "3"  and
"4" to this amendment, which shall replace Exhibits "D-1" and "D-2"
to the Agreement. Guarantors, by executing this amendment and
executing  and delivering to the   Lender their respect  Guaranty
Agreements,  acknowledge that they will receive a direct  benefit
from  the  extension  of  credit to the  Borrower  and  that  the
extension  of  such credit, and the increase  in  the  Line  loan
evidenced by this amendment represents new consideration  to  the
Guarantors  in  support  of the guaranty of  ADDvantage  and  the
amended guaranties of the other Guarantors.

6.    Paragraph 7.19 of the Agreement shall be amended to read as
  follows:

          7.19  Until the indebtedness evidenced herein is  equal
          to  or less than the aggregate of  $5,000,000, Borrower
          will  furnish Lender with subordinations of all owner's
          debt  and  interest payable to owners will  be  accrued
          and  not  paid to such owners     during the period  of
          time   the   indebtedness   exceeds   the   amount   of
          $5,000,000.

7.  All  other terms and conditions of this Agreement,  including
but   not  limited  to  the  Security  Agreements,  the  Guaranty
Agreements  (as  amended) and all other  related  agreements  and
documents shall remain in full force and effect.

     If  the foregoing sets forth your agreement with the Lender,
please indicate by signing in the spaces provided below.


Sincerely,

Bank of Oklahoma, N.A.


By:   /S/ Marcus J. Short
      -------------------------------
      Marcus J. Short, Vice President


<PAGE>


Agreed and accepted this _____ day of January, 2000.

"Borrower"

Tulsat Corporation, formerly DRK Enterprises, Inc., d/b/a Tulsat


By:   /S/ Kenneth A. Chymiak
      ----------------------------------
      Kenneth A. Chymiak, Vice President


Additional "Guarantor"

ADDvantage Technologies Group, Inc.

By:   /S/ Kenneth A. Chymiak
      ----------------------------------
      Kenneth A. Chymiak (President)


"Guarantors",   by  their  execution  hereof  demonstrate   their
acknowledgement  and  agreement  with  respect  to   this   sixth
amendment  to  the Agreement, adopt and ratify their  guaranties,
and  acknowledge  the  receipt  of  additional  consideration  in
support  of the amendment to existing guaranties and new guaranty
of the indebtedness of the Borrower.

/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak,  individually            Susan C. Chymiak, individually


/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak as Trustee of             Susan C. Chymiak as Trustee of
the  Kenneth A. Chymiak Revocable            the Susan C. Chymiak Revocable
Trust  dated  March 4, 1992                  Trust dated March 4, 1992


/S/ David E. Chymiak
--------------------
David E. Chymiak


ADDvantage Technologies Group, Inc.


By:   /S/ Kenneth A. Chymiak
      ----------------------------------,
      Kenneth A. Chymiak (President)

<PAGE>

                         AMENDED PROMISSORY NOTE
                            Variable/Commercial

DEBTOR(S) NAME & ADDRESS    NOTE NUMBER   DATE OF      MATURITY     PRINCIPAL
                                0001        NOTE         DATE         AMOUNT
                                          1/11/2000   06/30/2000  $6,000,000.00
Tulsat Corporation
p/k/a DRK Enterprises,
Inc., dba Tulsat
1605 East Iola
Broken Arrow, OK 74102
                            CUSTOMER NUMBER  [ ] NEW LOAN           OFFICER
                            1845500          [X] RENEWAL OF LOAN    SPM
                                                 NUMBER 0001
                            [ ]  FIXED INTEREST RATE OF:
                            [X]  VARIABLE INTEREST RATE: CHASE MANHATTAN PRIME
                            LESS 1/2% PER ANNUM, INTEREST PAYABLE: MONTHLY

                                                                    SSN/TIN
                            COLLATERAL CATEGORIES                   NUMBER
                            Accounts, Inventory, Equipment          73-1251975
                            PAYMENT TERMS:                          PURPOSE
                            Accrued interest due and payable        Working
                            MONTHLY, beginning  1/30/2000           Capital
                            and MONTHLY thereafter, with
                            outstanding principal balance
                            plus unpaid accrued interest due
                            and payable on 06/30/2000


FOR  VALUE  RECEIVED,  the  undersigned  Debtor(s),  jointly  and
severally if more than one, agree to the terms of this  Note  and
promise to pay to the order of Lender named below at its place of
business  as indicated herein or at such other place  as  may  be
designated  in  writing by holder, the Principal amount  of  this
Note  together  with interest until maturity  at  the  per  annum
interest  rate  or  rates stated above.   If  the  writing  above
indicates  that  the  per annum interest rate  is  to  vary  with
changes  made  from time to time in the base  or  prime  rate  of
Lender  or other financial institution, each change in  the  rate
will  become effective without notice to Debtor on the  same  day
such  base  or prime rate is change, unless a different effective
date  is specified above.  The base or prime rate set forth above
is  determined  by the named Financial Institution  in  its  sole
discretion  primarily on a basis of its cost  of  funds,  is  not
necessarily  the  lowest  or highest  rate  the  named  Financial
Institution  is charging its customer, and is not  necessarily  a
published  rate.   In  the event the named Financial  Institution
fixing  the  base  or  prime rate ceases to exist  or  ceases  to
announce  such  a  rate,  lender  may  specify  a  new  Financial
Institution  to fix such rate, in its sole discretion.   Interest
on  this  Note is calculated on the actual number of days elapsed
on  a  basis of a 360 day year unless otherwise indicated herein.
For  purposes of computing such interest and determining the date
principal  and interest payments are received, all payments  made
under  this Note will not be deemed to have been made until  such
payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE.  Any principal and/or interest amount
not  paid when due shall bear interest at a rate six percent (6%)
per annum greater than the per annum interest rate prevailing  on
this  Note  at the time the unpaid amount become due, but  in  no
event  at  a rate less than fifteen percent (15%) per annum.   In
addition or in the alternative to the interest rate provided  for
in  this  paragraph  lender may assess a charge  of  ten  dollars
($10.00) times the number of days late to cover cost of past  due
notices and other expenses.  In no event shall the interest  rate
and  related charges either before or after maturity  be  greater
than permitted by law.

ALL PARTIES PRINCIPALS.  All parties liable for payment hereunder
shall each be regarded as a principal and each party agrees  that
any  party  hereto with approval of holder and without notice  to
other parties may from time to time renew this Note or consent to
one or more extensions or deferrals of Maturity Date for any term
or  terms, and all parties shall be liable in same manner  as  on
original  note.   All parties liable for payment hereunder  waive
presentment,  notice  of  dishonor and  protest  and  consent  to
partial payments, substitutions or release of collateral  and  to
addition or release of any party or guarantor.

ADVANCES AND PAYMENTS.  It is agreed that the sum of all advances
under  this Note may exceed the Principal Amount as shown  above,
but  the unpaid balance shall never exceed said Principal Amount.
Advances  and  payments on Note shall be recorded on  records  of
Lender  and  such records shall be prima facie evidence  of  such
advances,  payments  and  unpaid principal  balance.   Subsequent
advances  and  the  procedures  described  herein  shall  not  be
construed or interpreted as granting a continuing

<PAGE>

  line of credit for Principal Amount.  Lender reserves the right
to  apply any payment by Debtor, or for account of Debtor, toward
this Note or any other obligation of Debtor to Lender.

COLLATERAL.   This Note and all other obligations  of  Debtor  to
Lender,  and all renewals or extensions thereof, are  secured  by
all  collateral  securing this Note and  by  all  other  security
interests  heretofore  or hereafter granted  to  Lender  as  more
specifically described in Security Agreements and other  securing
documentation.

ACCELERATION.   At option of holder, the unpaid balance  of  this
Note  and  all  other  obligations of Debtor to  holder,  whether
direct  or  indirect,  absolute or contingent,  now  existing  or
hereafter  arising,  shall  become immediately  due  and  payable
without
notice  or demand upon the occurrence or existence of any of  the
following events or conditions:  (a) Any payment required by this
Note or by any other note or obligation of Debtor to holder or to
others is not made when due or the occurrence or existence of any
event  which  results  in acceleration of  the  maturity  of  any
obligation  of Debtor to holder or to others under any promissory
note,   agreement   or  undertaking;  (b)  Debtor   defaults   in
performance  of any covenant, obligation, warranty  or  provision
contained in any loan agreement or in the instrument or  document
securing or relating to this Note or any other note or obligation
of   Debtor   to   holder  or  to  others;  (c)   any   warranty,
representation,  financial  information  or  statement  made   or
furnished to Lender by or in behalf of Debtor proves to have been
false  in  any material respect when made or furnished;  (d)  The
making  of any levy against or seizure, garnishment or attachment
of  any  collateral; (e) Any time Lender in good faith determines
prospect  of  payment of this Note is impaired; (f) when  in  the
judgment   of   Lender,   the   collateral,   if   any,   becomes
unsatisfactory or insufficient either in character or  value  and
upon  request,  Debtor fails to provide additional collateral  as
required  by  Lender;  (g)  Loss, theft,  substantial  damage  or
destruction of collateral, if any; (h) Death, dissolution, change
in  senior management, or termination of existence of any Debtor,
or (i) Appointment of a receiver over any part of the property of
any  Debtor,  the assignment of property by any  Debtor  for  the
benefit  of  creditors, or the commencement  of  any  proceedings
under  any bankruptcy or insolvency laws by or against any  party
liable, directly or indirectly, hereunder.

WAIVERS.  No waiver by holder of any payment or other right under
this Note or any related agreement or documentation shall operate
as a waiver of any other payment or right.

GOVERNING  LAW.   This Note and the obligations evidenced  hereby
are  made, entered into, to be construed and governed by the laws
of  the  state  indicated in the address of Lender  shown  below.
Debtor(s)  consent  to the jurisdiction and venue  of  any  Court
sitting in the State indicated in the address of Lender.

COLLECTION COSTS.  All parties liable for payment hereunder agree
to  pay  reasonable costs of collection, including an  attorney's
fee  of  a minimum of fifteen percent (15%) of all sums due  upon
default.

RIGHT  OF  OFFSET.   Any indebtedness due from holder  hereof  to
Debtor or any party hereto including, but without limitation, any
deposits or credit balances due from holder, is pledged to secure
payment of this Note and any other obligation to holder of Debtor
or  any party hereto, and may at any time while the whole or  any
part  of  such obligation remains unpaid, either before or  after
Maturity  hereof,  be appropriated, held or  applied  toward  the
payment of this Note or any other obligation to holder of  Debtor
or any part hereto.

PURPOSE.  Debtor affirms that the proceeds of this Note are to be
used for a business or agricultural purpose and not for personal,
family or household purposes.

ENTIRE  AGREEMENT.  All parties acknowledge that  this  Note  and
related  documents  contain  the complete  and  entire  agreement
between Debtor and Lender and no variation, modification, changes
or  amendments to this Note or related documents shall be binding
unless   in  writing  and  signed  by  all  parties.   No   legal
relationship is created by the execution of this Note and related
documents  except that of debtor and creditor  or  as  stated  in
writing.

LENDER NAME AND ADDRESS        DEBTOR(S) SIGNATURE(S)
                               Tulsat   Corporation  p/k/a   DRK
                               ENTERPRISES, INC.
                               dba Tulsat
Bank of Oklahoma, N.A.
Post Office Box 2300
Tulsa, Oklahoma 74192-3200

                               By:      /S/ David E. Chymiak
                                        ----------------------------------
                                        David E. Chymiak( President )

<PAGE>

                EXHIBIT 2 TO THE SIXTH AMENDMENT
                  EXHIBIT D-3 TO THE AGREEMENT

                       GUARANTY AGREEMENT

                                            Date: January 11, 2000

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Tulsat Corporation                Bank of Oklahoma, N.A.
1605 East Iola                    Post Office Box 2300
Broken Arrow, Oklahoma  74102     Tulsa, Oklahoma 74192-2300

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or

<PAGE>

     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains unpaid
     and  regardless  as  to which indebtedness  such  sums  were
     intended to be applied; (9) release any one or more  of  the
     undersigned,  any other guarantor or any other party  liable
     upon or for any indebtedness or other obligation guaranteed,
     and  such  release will not affect the liability under  this
     Agreement  of any of the undersigned or any other party  not
     so  released;  (10) add or release the primary or  secondary
     liability of principals, guarantors or other parties, and/or
     (11) obtain additional collateral security.


C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the  failure  to  perfect,  or  maintain  perfection  of,  a
     security interest in collateral; and (6) any event,  or  any
     act  or omission of the Lender (except acts or omissions  in
     bad  faith)  which  materially increases the  scope  of  the
     undersigned's  risk as guarantor, including  the  manner  of
     administration of the loan and changes in the form or manner
     in  which  any  party  does business or in  their  financial
     condition any notice of any such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  or  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement.  The rights granted by
     this  paragraph shall be in addition to the  rights  of  the
     Lender under any statutory banker's lien or common law right
     of offset.

<PAGE>

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.



K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not  be  otherwise  affected by  shall  continue  until  all
     indebtedness,  including loan commitments, existing  at  the
     time  of  the  receipt  of  such  notice,  and  renewals  or
     extensions   of   indebtedness  to  which  the   undersigned
     consents, is fully paid.  After any such revocation,  Lender
     may  exercise  any rights granted in this Agreement  without
     releasing the undersigned from liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition  of  any  security first to any unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility  to maintain a close watch on that  financial
     condition  as long as this Guaranty Agreement is outstanding
     and  that  they  are  not relying on the Lender  to  provide
     information on the Debtor's financial condition, now  or  in
     the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement cannot be amended except
     by  an  agreement in writing signed by both the  undersigned
     and  the  Lender.   No condition as to the effectiveness  or
     enforcement  of  this Guaranty Agreement  exists  except  as
     stated in this Guaranty Agreement.  Regardless of any  other

<PAGE>

     provision  of  this Guaranty Agreement to the contrary,  and
     unless  otherwise specifically released or modified by  this
     Guaranty Agreement, all other obligations of the undersigned
     to  Lender evidenced by a note, loan agreement, guaranty  or
     other written agreement remain in force and effect.







     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)


                                   ADDvantage Technologies Group, Inc.


                                   By: /S/ Kenneth A. Chymiak
                                       --------------------------------
                                       Kenneth A. Chymiak, ( President)

<PAGE>

                   AMENDED GUARANTY AGREEMENT


                                            Date:    January   11,  2000

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Tulsat Corporation, p/k/a         Bank of Oklahoma, N.A.
DRK Enterprises, Inc.             Post Office Box 2300
d/b/a/ Tulsat                     Tulsa, Oklahoma 74192-2300
1605 East Iola
Broken Arrow, Oklahoma  74102

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or
     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains unpaid
     and  regardless  as  to which indebtedness  such  sums  were
     intended to be applied; (9) release any one

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Two

     or more of the undersigned, any other guarantor or any other
     party   liable  upon  or  for  any  indebtedness  or   other
     obligation guaranteed, and such release will not affect  the
     liability under this Agreement of any of the
     undersigned or any other party not so released; (10) add  or
     release  the  primary or secondary liability of  principals,
     guarantors  or other parties, and/or (11) obtain  additional
     collateral security.

C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the failure to perfect, or maintain perfection of, a security
     interest in collateral; and (6) any event, or any act or
     omission of the Lender (except acts or omissions in bad faith)
     which materially increases the scope of the undersigned's risk
     as guarantor, including the  manner of administration of the
     loan and changes in the form or manner in which any party does
     business or in their financial condition any notice of any
     such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  of  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

          $500,000.00

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Three

H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement. The rights granted by
     this paragraph shall be in addition to the rights of the
     Lender under any statutory banker's lien or common law right
     of offset.

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.

K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not be otherwise affected by shall  continue  until  all
     indebtedness,  including   loan  commitments,  existing at
     the time of the  receipt  of such notice, and renewals or
     extensions of indebtedness to  which the undersigned consents,
     is fully paid.  After any  such revocation, Lender may
     exercise any rights granted in this Agreement without releasing
     the  undersigned  from  liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition of any security first  to  any  unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility to maintain a

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Four

     close  watch  on that financial condition as  long  as  this
     Guaranty  Agreement is outstanding and  that  they  are  not
     relying on the Lender to provide information on the Debtor's
     financial condition, now or in the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement cannot be amended except
     by  an  agreement in writing signed by both the  undersigned
     and  the  Lender.   No condition as to the effectiveness  or
     enforcement  of  this Guaranty Agreement  exists  except  as
     stated in this Guaranty Agreement.  Regardless of any  other
     provision  of  this Guaranty Agreement to the contrary,  and
     unless  otherwise specifically released or modified by  this
     Guaranty Agreement, all other obligations of the undersigned
     to  Lender evidenced by a note, loan agreement, guaranty  or
     other written agreement remain in force and effect.


     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)

                                     The  Ken  Chymiak  Revocable Trust
                                     dated March 4, 1992

                                     Kenneth A. Chymiak, Trustee

                                     ---------------------------------
                                     Kenneth A. Chymiak, individually


                                     The Susan Chymiak Revocable Trust
                                     dated March 4, 1992


                                     /S/ Susan C. Chymiak
                                     -------------------------
                                     Susan C. Chymiak, Trustee

                                     /S/ Susan C. Chymiak
                                     ------------------------------
                                     Susan C. Chymiak, individually

<PAGE>

                   AMENDED GUARANTY AGREEMENT



                                            Date: January 11, 2000

DEBTOR NAME AND ADDRESS           LENDER NAME AND ADDRESS

Tulsat Corporation p/k/a          Bank of Oklahoma, N.A.
DRK Enterprises, Inc.             Post Office Box 2300
d/b/a/ Tulsat                     Tulsa, Oklahoma 74192-2300
1605 East Iola
Broken Arrow, Oklahoma  74102

A.   To  induce the Lender to extend credit to the Debtor and for
     other  good and valuable consideration, the receipt of which
     is  acknowledged, and for the purpose of enabling the Debtor
     to  obtain  or  renew  loans,  credit  and  other  financial
     accommodation  from  the Lender named  above,  each  of  the
     undersigned as a primary obligor, jointly and severally  and
     unconditionally:  (1) guarantees to the Lender  that  Debtor
     will  fully  and  promptly  pay or otherwise  discharge  all
     indebtedness and other obligations upon which Debtor now  is
     or  may later, from time to time, become obligated to Lender
     as principal, guarantor, endorser, or in any other capacity,
     and  whether joint or several liability or liability created
     by  direct  dealing  with Lender or  through  transfer  from
     others,   and   regardless  of  the  nature  and   form   of
     indebtedness and whether due or not due; (2) agrees, without
     the  Lender  first having to proceed against Debtor  or  any
     other  party liable or to liquidate any security, to pay  on
     demand all sums due and to become due to Lender from Debtor,
     and  all losses, costs, attorney fees or expenses which  may
     be  suffered  or  incurred by Lender by reason  of  Debtor's
     default  or  the default of the undersigned; (3)  except  as
     setoff is waived, agrees to be bound by and on demand to pay
     any deficiency or difference between all indebtedness of the
     Debtor  and  the  proceeds of any  private  or  public  sale
     (including a sheriff's sale) of the security held by Lender,
     with  or without notice to the undersigned; (4) agrees  that
     liability  under  this Agreement will  not  be  affected  or
     impaired  by  any failure, neglect or omission, including  a
     failure  or  delay to perfect or maintain  perfection  of  a
     security  interest, either in relation to the collection  of
     the  indebtedness or the protection of the  security  given,
     and  regardless of whether the Lender fails or omits to seek
     or  is precluded from seeking a judgment against Debtor; and
     (5)  further  agrees that the liability of  the  undersigned
     shall   not   be  affected  by  any  lack  of  validity   or
     enforceability due to defense, claim, discharge or otherwise
     of  any  indebtedness guaranteed by this  Agreement  or  the
     security of the indebtedness (collectively, "indebtedness").

B.   Lender  may  at any time and from time to time  without  the
     further  consent  of  or notice to the undersigned,  without
     incurring  responsibility  to the  undersigned  and  without
     impairing  or  releasing the obligations of the undersigned,
     and upon any terms and conditions the Lender may elect:  (1)
     change  the  manner place or terms of payment or extend  the
     time of payment of any indebtedness of Debtor to Lender; (2)
     renew,  increase  or  alter any indebtedness  of  Debtor  to
     Lender;  (3)  raise  or  lower the interest  rate  or  rates
     charged  Debtor;  (4)  sell, exchange,  release,  surrender,
     realize  upon  or  otherwise deal or not deal  with  in  any
     manner and in any order any property at any time pledged  to
     secure  or securing the indebtedness of Debtor to Lender  or
     any  liabilities incurred directly or indirectly under  this
     Agreement,  or any offsets against any such indebtedness  or
     liabilities;  (5)  exercise or refrain from  exercising  any
     rights against Debtor or others, or otherwise act or refrain
     from  acting;  (6)  settle  or compromise  any  indebtedness
     guaranteed or incurred; (7) subordinate the payment  of  all
     or  part  of  any indebtedness of Debtor to  Lender  to  the
     payment  of  any  liabilities which may  be  due  Lender  or
     others; (8) apply any sums paid by or for account of  Debtor
     to  any indebtedness of Debtor to Lender regardless of  what
     indebtedness or liability of Debtor to Lender remains

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Two

     unpaid  and  regardless as to which indebtedness  such  sums
     were intended to be applied; (9) release any one or more  of
     the  undersigned,  any other guarantor or  any  other  party
     liable upon or for any indebtedness or other  obligation
     guaranteed, and such release will not affect  the  liability
     under this Agreement of  any  of the undersigned or any other
     party not so released; (10) add or release the primary or
     secondary liability of principals, guarantors or other parties,
     and/or (11) obtain  additional collateral security.

C.   The  undersigned waives:  (1) any and all acceptance of this
     Guaranty  Agreement;  (2) notice  of  the  creation  of  any
     indebtedness;  (3)  any  presentment,  demand  for  payment,
     notice  of  default or non-payment, notice of  acceleration,
     notice  of  disposition of security, notice of  dishonor  or
     protest   to  or  upon  any  party  and  all  other  notices
     whatsoever  whether  required or permits  by  this  Guaranty
     Agreement, any other agreement, course of dealing, usage  of
     trade, course of performance and, to the extent allowed, the
     law; (4) any exercise of any remedy which the Lender now has
     or later acquires against the Debtor or any other party; (5)
     any impairment of collateral, including, but not limited to,
     the failure to perfect, or maintain perfection of, a security
     interest in collateral; and (6) any event, or any act or
     omission of the Lender (except acts or omissions in bad faith)
     which materially increases the scope of the undersigned's risk
     as guarantor, including the manner of administration of the
     loan and changes in the form or manner in which any  party
     does business or in their financial condition any notice of
     any such change.

D.   This Guaranty Agreement shall be absolute, unconditional and
     continuing  guaranty of payment and not  of  collection  and
     shall  be  binding upon the undersigned, heirs or successors
     of  the  undersigned,  and  the estate  or  estates  of  the
     undersigned:  (1) regardless of the death  or  cessation  of
     existence  of any of the undersigned or of any guarantor  or
     any  other  party  liable  upon any  indebtedness  or  other
     obligation  hereby  guaranteed;  (2)  irrespective  of   any
     defenses,  claim or discharge available to the Debtor  under
     law  or  under  any  agreement  with  the  Lender;  and  (3)
     irrespective  of  any  failure or delay  by  the  Lender  to
     perfect  or keep perfected any lien or security interest  in
     any  collateral.  This Guaranty Agreement is an  independent
     obligation   which  is  separately  enforceable   from   the
     obligation of the Debtor.

E.   All  rights of the Lender are cumulative and not alternative
     to   other   rights.   Suit  may  be  brought  against   the
     undersigned or other parties liable, jointly and  severally,
     and against any one or more of them, and against all or less
     than  all,  without impairing the rights of the Lender,  its
     successors  or  assigns, against others of the  undersigned.
     The Lender may settle with any one of the undersigned or any
     other  party  for  such sum or sums as it may  see  fit  and
     release  such of the undersigned or other parties  from  all
     further  liability  to  the  Lender  for  such  indebtedness
     without  impairing  the right of the Lender  to  demand  and
     collect the balance of such indebtedness from others of  the
     undersigned not so released.

F.   The  Lender may assigned this Agreement or any of its rights
     and   powers  under  it,  with  all  or  any  part  of   the
     indebtedness guaranteed, and may assign to any such assignee
     any  of the security for the indebtedness.  In the event  of
     such assignment, the assignee shall have the same rights and
     remedies  as if originally named in this Agreement in  place
     of   Lender,  and  the  Lender  shall  thereafter  be  fully
     discharged form all responsibility with respect to any  such
     indebtedness so assigned.

G.   Unless expressly limited by specific writing as set forth in
     this Guaranty Agreement, it is understood to be unlimited in
     amount.   If  limited, it is understood the  limit  means  a
     fixed  amount  of  percentage  of  any  indebtedness  before
     application of the actual proceeds of the disposition of any
     security  applied  to  any  unguaranteed  portion   of   the
     indebtedness.

          $1,000,000.00

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Three


H.   Until the indebtedness of the Debtor have been paid in full,
     the undersigned agrees to provide to the Lender from time to
     time  upon demand such financial statements, copies  of  tax
     returns, and other information as to the undersigned as  the
     Lender may reasonably require.

I.   Any  deposits  or  other sums credited by or  due  from  the
     Lender to the undersigned may be set off against any and all
     liabilities  of the undersigned to the Lender arising  under
     the terms of this Guaranty Agreement.
     The rights granted by this paragraph shall be in addition to
     the  rights of the Lender under any statutory banker's  lien
     or common law right of offset.

J.   Until  the obligations of the Debtor have been paid in full,
     the   undersigned   specifically  waives   all   rights   of
     subrogation  to the rights of the Lender, any claim  to  any
     security or its value to which the Lender has recourse,  and
     all  rights  of  reimbursement or  contribution  from  other
     parties,  whether  principals or sureties, accommodation  or
     guarantors.

K.   The  undersigned may, only by written notice  given  to  and
     received  by  Lender,  withdraw  only  from  liability   for
     additional indebtedness of Debtor accepted by or incurred to
     Lender  after the time of receipt of such notice by  Lender.
     The  liability and other agreements of the undersigned shall
     not be otherwise affected by shall  continue  until  all
     indebtedness,  including   loan commitments,  existing at
     the time of the  receipt  of  such notice, and renewals or
     extensions of indebtedness to  which the undersigned consents,
     is fully paid.  After any such revocation, Lender may exercise
     any rights granted in this Agreement without releasing the
     undersigned  from liability.

L.   Notwithstanding the provisions of any not or  obligation  to
     which  this Guaranty Agreement applies, it is the  intention
     of  the  parties, and it is here provided, that a  Guarantor
     shall  not be liable for interest charges in excess  of  the
     maximum  amount permitted under the law applicable  to  this
     Guaranty Agreement.

M    The  undersigned  specifically waives any  right  to  setoff
     under 12 O.S. -S- 686, 150.S -S- 341, or any like statutes,
     and agree that the Lender may apply the actual proceeds from
     the disposition of any security first  to  any  unguaranteed
     portion  of  the  indebtedness.  Any part to  this  Guaranty
     Agreement  has right to waive trial by jury and  waives  all
     objections  to venue in any action instituted by the  Lender
     arising out of this Guaranty Agreement.

N.   The  undersigned  waive, as of the  date  of  this  Guaranty
     Agreement, any claim, as that term is defined in the Federal
     Bankruptcy Code, which the undersigned might have or acquire
     against the Debtor arising from the existence or performance
     of   the   undersigned's  obligations  under  this  Guaranty
     Agreement, and to that extent that the undersigned is not  a
     creditor  of the Debtor.  In addition to the waiver  of  the
     status  of  creditor,  it is agreed  that  the  indebtedness
     guaranteed  under  this  Guaranty  Agreement  excludes   all
     portions  of the indebtedness paid by the Debtor during  the
     period  of time within one year prior to the filing  of  any
     bankruptcy, reorganization or insolvency proceedings  by  or
     against  the Debtor.  If any payment made by the  Debtor  to
     the  Lender  is determined to be avoidable under  applicable
     state law or the Federal Bankruptcy Code, to that extent, if
     demanded by the Lender, this Guaranty Agreement is deemed to
     be  reinstated to include the amount within the indebtedness
     under this Guaranty Agreement.

O.   The  undersigned, by signing below, acknowledge having  read
     this  Guaranty Agreement, having reviewed it to  the  extent
     desired with their legal counsel, and receiving a copy of it
     and  also  receiving an explanation of any  questions.   The
     undersigned  also have read any cosigner notice provided  by
     Lender.  The undersigned understand that the undersigned may
     have  to pay any indebtedness or obligation covered by  this
     Guaranty Agreement in the event the Debtor fails or  refuses
     to  do  so.   The undersigned also represent that  they  are
     aware of the financial condition of Debtor and acknowledge a
     responsibility to maintain a

<PAGE>

Guaranty Agreement
Tulsat Corporation p/k/a
DRK Enterprises, Inc.
Page Four

     close  watch  on that financial condition as  long  as  this
     Guaranty  Agreement is outstanding and  that  they  are  not
     relying on the Lender to provide information on the Debtor's
     financial condition, now or in the future.

P.   This  Guaranty Agreement and the obligations evidence in  it
     are  to  be construed and governed by the laws of the  state
     indicated in the address of Lender shown above.

Q.   This  Guaranty  Agreement constitutes the  entire  agreement
     between the parties with respect to the obligations  of  the
     undersigned and the rights of the Lender under this Guaranty
     Agreement.  This Guaranty Agreement  cannot  be  amended
     except  by  an  agreement  in writing  signed by both the
     undersigned and the Lender.   No condition  as  to the
     effectiveness or enforcement of this Guaranty Agreement exists
     except as stated in this Guaranty Agreement.   Regardless of
     any  other  provision  of  this Guaranty Agreement to the
     contrary, and  unless  otherwise specifically   released  or
     modified   by   this   Guaranty Agreement,  all  other
     obligations of the undersigned  to Lender  evidenced by a
     note, loan agreement,  guaranty  or other written agreement
     remain in force and effect.


     WITNESSES SIGNATURE(S)            GUARANTOR SIGNATURE(S)

                                       /S/ David E. Chymiak
                                       --------------------
                                       David E. Chymiak




<PAGE>

June 30, 2000

Kenneth A. Chymiak, Vice President
Tulsat Corporation
1605 E. Iola
Broken Arrow, OK 74012

Re:   Seventh  Amendment  to  the Letter  Agreement  between  DRK
Enterprises,  Inc. d/b/a Tulsat, which has changed  its  name  to
Tulsat  Corporation, "Borrower" and Bank of Oklahoma,  N.  A.  as
"Lender" dated June 30, 1997;

Dear Mr. Chymiak:

     This letter agreement shall constitute the seventh amendment
to the amended and restated letter agreement dated June 30, 1997,
as  amended  September 25, 1997, February 28,  1998,  August  31,
1998,  August 2, 1999, September 23, 1999, and January  11,  2000
(as  amended,  the "Agreement") by and between Bank of  Oklahoma,
N.A. ("Lender") and Tulsat Corporation, formerly DRK Enterprises,
Inc.,   an   Oklahoma  corporation  doing  business   as   Tulsat
("Borrower").

      WHEREAS,  the  Borrower  has previously  entered  into  the
Agreement  setting forth, among other obligations, the obligation
of  the  Borrower to repay the Lender the amount advanced by  the
Lender to the Borrower under a line of credit loan facility  (the
"Line  Loan") in the amount of $6,000,000.00, which Line Loan  is
evidenced  by a promissory note of the Borrower to the Lender  in
the  same  amount dated January 11, 2000, maturing  on  June  30,
2000, (the "Line Note"); and,

     WHEREAS, the Borrower has requested to renew and extend  the
obligations   set  forth  in  the  Agreement  by  extending   the
Commitment  Termination Date stated therein from June  30,  2000,
until  June  30, 2001,  and ahs requested that the Lender  modify
the  Borrowing Base so that the limitation relating to Borrower's
ability  to  borrow based upon Borrower's Qualified Inventory  is
modified from the limitation that borrowings based upon Qualified
Inventory  shall  not  exceed 60% of  the  Borrowing  Base  to  a
limitation  that  borrowings based upon  Qualified  Inventory  be
limited such that they not exceed 60% of the Commitment.

     NOW  THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

<PAGE>
1.  The preamble to the Agreement is hereby amended, in part,  to
read as follows:

     (B) a revolving line of credit ("Line") in the principal
     sum   of  $6,000,000.00  (the  "Commitment")  which  the
     Borrower  may borrow, repay and re-borrow from  time  to
     time,  subject to the Borrowing Base limitation  as  set
     forth below, until the earlier of (i) June 30, 2001,  or
     (ii)  the  date upon which Lender accelerates Borrower's
     obligation  after an Event of Default, as defined  below
     (the "Commitment Termination Date").

The  remaining provisions of the preamble as set forth in the
Fifth Amendment to the Agreement dated September 23, 1999, to
continue unamended.

2. Paragraph 2.1 of the Agreement is amended to read as follows:

     2.1  Subject to the terms and conditions of this  Agreement,
     the  Lender agrees to lend Borrower such amounts up  to  the
     maximum  of $6,000,000.00 as Borrower may from time to  time
     request  as  evidenced by a promissory  note,  in  the  form
     Attached  hereto Exhibit "A-2", maturing on June  30,  2001,
     (which,  together with any extensions, renewals and  changes
     in  form  thereof, is hereinafter referred to as  the  "Line
     Note", or collectively with the "Term Note" as the "Notes"),
     provided  that the aggregate principal balance at  any  time
     outstanding under the Line Note shall not exceed the  lesser
     of (i) the Commitment or (ii) the sum of the following:

          2.1.1      An amount equal to 80% of Qualified Accounts
          Receivable (as hereafter defined); plus

          2.1.2   An  amount equal to 30% of Qualified  Inventory
          (the "Qualified Inventory Borrowing Base Limitation");

     Further provided that at no time may the amount attributable
     to  the Qualified Inventory Borrowing Base Limitation exceed
     sixty percent (60%) of the Commitment.

3. The Exhibit "1" attached hereto shall and does replace Exhibit
"A-2" of the Agreement.

4.  Guarantors,  by  executing this amendment,  acknowledge  this
amendment,  confirm that they will receive a direct benefit  from
the  renewal and extension of the existing credit to the Borrower
and  that such renewal and extension represents new consideration
to the Guarantors in support of their respective guarantees, they
further ratify and confirm such Guaranties.

5.  All  other terms and conditions of the Agreement, as well  as
all  other documents executed in conjunction therewith, including
but   not  limited  to  the  Security  Agreements,  the  Guaranty
Agreements  (as  amended) and all other  related  agreements  and
documents shall remain in full force and effect.


<PAGE>


     If  the foregoing sets forth your agreement with the Lender,
please indicate by signing in the spaces provided below.


Sincerely,

Bank of Oklahoma, N.A.


By: /S/ Robert D. Mattax
    ----------------------
    Robert D. Mattax, Senior Vice President

Agreed and accepted this _____ day of June, 2000.

"Borrower"

Tulsat Corporation, formerly DRK Enterprises, Inc., d/b/a Tulsat


By: /S/ Kenneth A. Chymiak
    ----------------------------------
    Kenneth A. Chymiak, Vice President


"Guarantors",  who, by their execution hereof, demonstrate  their
acknowledgement  and  agreement  with  respect  to  this  seventh
amendment  to  the  Agreement, adopt and ratify their  respective
guaranties,  and  acknowledge the receipt of new  and  additional
consideration in support such guaranties.

/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak,  individually            Susan C. Chymiak, individually


/S/ Kenneth A. Chymiak                       /S/ Susan C. Chymiak
---------------------------------            ------------------------------
Kenneth A. Chymiak as Trustee of             Susan C. Chymiak as Trustee of
the  Kenneth A. Chymiak Revocable            the Susan C. Chymiak Revocable
Trust  dated  March 4, 1992                  Trust dated March 4, 1992


/S/ David E. Chymiak
--------------------
David E. Chymiak

ADDvantage Technologies Group, Inc.


By: /S/ Kenneth A. Chymiak,
    ------------------------------
    Kenneth A. Chymiak (President)

<PAGE>

                            EXHIBIT 1
                         (the Line Note)

                         AMENDED PROMISSORY NOTE
                            Variable/Commercial

DEBTOR(S) NAME & ADDRESS    NOTE NUMBER   DATE OF      MATURITY     PRINCIPAL
                                0001        NOTE         DATE         AMOUNT
                                          1/11/2000   06/30/2000  $6,000,000.00
Tulsat Corporation
p/k/a DRK Enterprises,
Inc., dba Tulsat
1605 East Iola
Broken Arrow, OK 74102
                            CUSTOMER NUMBER  [ ] NEW LOAN           OFFICER
                            1845500          [X] RENEWAL OF LOAN    SPM
                                                 NUMBER 0001
                            [X]  FIXED INTEREST RATE OF:
                            [ ]  VARIABLE INTEREST RATE:

                                                                    SSN/TIN
                            COLLATERAL CATEGORIES                   NUMBER
                            Accounts, Inventory, Equipment          73-1251975
                            PAYMENT TERMS:                          PURPOSE
                            Accrued interest due and payable        Working
                            MONTHLY, beginning  7/31/2000           Capital
                            and MONTHLY thereafter, with
                            outstanding principal balance
                            plus unpaid accrued interest due
                            and payable on 06/30/2001


FOR  VALUE  RECEIVED,  the  undersigned  Debtor(s),  jointly  and
severally if more than one, agree to the terms of this  Note  and
promise to pay to the order of Lender named below at its place of
business  as indicated herein or at such other place  as  may  be
designated  in  writing by holder, the Principal amount  of  this
Note  together  with interest until maturity  at  the  per  annum
interest  rate  or  rates stated above.   If  the  writing  above
indicates  that  the  per annum interest rate  is  to  vary  with
changes  made  from time to time in the base  or  prime  rate  of
Lender  or other financial institution, each change in  the  rate
will  become effective without notice to Debtor on the  same  day
such  base  or prime rate is change, unless a different effective
date  is specified above.  The base or prime rate set forth above
is  determined  by the named Financial Institution  in  its  sole
discretion  primarily on a basis of its cost  of  funds,  is  not
necessarily  the  lowest  or highest  rate  the  named  Financial
Institution  is charging its customer, and is not  necessarily  a
published  rate.   In  the event the named Financial  Institution
fixing  the  base  or  prime rate ceases to exist  or  ceases  to
announce  such  a  rate,  lender  may  specify  a  new  Financial
Institution  to fix such rate, in its sole discretion.   Interest
on  this  Note is calculated on the actual number of days elapsed
on  a  basis of a 360 day year unless otherwise indicated herein.
For  purposes of computing such interest and determining the date
principal  and interest payments are received, all payments  made
under  this Note will not be deemed to have been made until  such
payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE.  Any principal and/or interest amount
not  paid when due shall bear interest at a rate six percent (6%)
per annum greater than the per annum interest rate prevailing  on
this  Note  at the time the unpaid amount become due, but  in  no
event  at  a rate less than fifteen percent (15%) per annum.   In
addition or in the alternative to the interest rate provided  for
in  this  paragraph  lender may assess a charge  of  ten  dollars
($10.00) times the number of days late to cover cost of past  due
notices and other expenses.  In no event shall the interest  rate
and  related charges either before or after maturity  be  greater
than permitted by law.

ALL PARTIES PRINCIPALS.  All parties liable for payment hereunder
shall each be regarded as a principal and each party agrees  that
any  party  hereto with approval of holder and without notice  to
other parties may from time to time renew this Note or consent to
one or more extensions or deferrals of Maturity Date for any term
or  terms, and all parties shall be liable in same manner  as  on
original  note.   All parties liable for payment hereunder  waive
presentment,  notice  of  dishonor and  protest  and  consent  to
partial payments, substitutions or release of collateral  and  to
addition or release of any party or guarantor.

ADVANCES AND PAYMENTS.  It is agreed that the sum of all advances
under  this Note may exceed the Principal Amount as shown  above,
but  the unpaid balance shall never exceed said Principal Amount.
Advances  and  payments on Note shall be recorded on  records  of
Lender  and  such records shall be prima facie evidence  of  such
advances,  payments  and  unpaid principal  balance.   Subsequent
advances  and  the  procedures  described  herein  shall  not  be
construed or interpreted as granting a continuing
line  of credit for Principal Amount.  Lender reserves the  right
to  apply any payment by Debtor, or for account of Debtor, toward
this Note or any other obligation of Debtor to Lender.

<PAGE>

Tulsat Corporation p/k/a DRK Enterprises, Inc.,
dba Tulsat, Line Note page 2 dated June 30, 2000.

COLLATERAL.   This Note and all other obligations  of  Debtor  to
Lender,  and all renewals or extensions thereof, are  secured  by
all  collateral  securing this Note and  by  all  other  security
interests  heretofore  or hereafter granted  to  Lender  as  more
specifically described in Security Agreements and other  securing
documentation.

ACCELERATION.   At option of holder, the unpaid balance  of  this
Note  and  all  other  obligations of Debtor to  holder,  whether
direct  or  indirect,  absolute or contingent,  now  existing  or
hereafter  arising,  shall  become immediately  due  and  payable
without notice  or demand upon the occurrence or existence of any
of the following events or conditions:  (a) Any payment required
by this Note or by any other note or obligation of Debtor to holder
or to others is not made when due or the occurrence or existence
of any event  which  results  in acceleration of  the  maturity
of  any obligation  of Debtor to holder or to others under any
promissory note, agreement or undertaking; (b) Debtor defaults in
performance  of any covenant, obligation, warranty  or  provision
contained in any loan agreement or in the instrument or  document
securing or relating to this Note or any other note or obligation
of   Debtor   to   holder  or  to  others;  (c)   any   warranty,
representation,  financial  information  or  statement  made   or
furnished to Lender by or in behalf of Debtor proves to have been
false  in  any material respect when made or furnished;  (d)  The
making  of any levy against or seizure, garnishment or attachment
of  any  collateral; (e) Any time Lender in good faith determines
prospect  of  payment of this Note is impaired; (f) when  in  the
judgment   of   Lender,   the   collateral,   if   any,   becomes
unsatisfactory or insufficient either in character or  value  and
upon  request,  Debtor fails to provide additional collateral  as
required  by  Lender;  (g)  Loss, theft,  substantial  damage  or
destruction of collateral, if any; (h) Death, dissolution, change
in  senior management, or termination of existence of any Debtor,
or (i) Appointment of a receiver over any part of the property of
any  Debtor,  the assignment of property by any  Debtor  for  the
benefit  of  creditors, or the commencement  of  any  proceedings
under  any bankruptcy or insolvency laws by or against any  party
liable, directly or indirectly, hereunder.

WAIVERS.  No waiver by holder of any payment or other right under
this Note or any related agreement or documentation shall operate
as a waiver of any other payment or right.

GOVERNING  LAW.   This Note and the obligations evidenced  hereby
are  made, entered into, to be construed and governed by the laws
of  the  state  indicated in the address of Lender  shown  below.
Debtor(s)  consent  to the jurisdiction and venue  of  any  Court
sitting in the State indicated in the address of Lender.

COLLECTION COSTS.  All parties liable for payment hereunder agree
to  pay  reasonable costs of collection, including an  attorney's
fee  of  a minimum of fifteen percent (15%) of all sums due  upon
default.

RIGHT  OF  OFFSET.   Any indebtedness due from holder  hereof  to
Debtor or any party hereto including, but without limitation, any
deposits or credit balances due from holder, is pledged to secure
payment of this Note and any other obligation to holder of Debtor
or  any party hereto, and may at any time while the whole or  any
part  of  such obligation remains unpaid, either before or  after
Maturity  hereof,  be appropriated, held or  applied  toward  the
payment of this Note or any other obligation to holder of  Debtor
or any part hereto.

PURPOSE.  Debtor affirms that the proceeds of this Note are to be
used for a business or agricultural purpose and not for personal,
family or household purposes.

ENTIRE  AGREEMENT.  All parties acknowledge that  this  Note  and
related  documents  contain  the complete  and  entire  agreement
between Debtor and Lender and no variation, modification, changes
or amendments to this Note or related documents shall be binding
unless in writing and signed by all parties.  No legal relationship
is created by the execution of this Note and related documents
except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS        DEBTOR(S) SIGNATURE(s)
                               Tulsat   Corporation  p/k/a   DRK
                               ENTERPRISES, INC.
                               dba Tulsat
Bank of Oklahoma, N.A.
Post Office Box 2300
Tulsa, Oklahoma 74192-3200

                               By:   /S/ David E. Chymiak
                                     ----------------------------------
                                     David E. Chymiak ( President )

<PAGE>

November 3, 2000

Kenneth A. Chymiak, Vice President
Tulsat Corporation
1605 E. Iola
Broken Arrow, OK 74012

Re:   Eighth  Amendment  to  the  Letter  Agreement  between  DRK
Enterprises,  Inc. d/b/a Tulsat, which has changed  its  name  to
Tulsat  Corporation, "Borrower" and Bank of Oklahoma,  N.  A.  as
"Lender" dated June 30, 1997;

Dear Mr. Chymiak:

     This  letter agreement shall constitute the eighth amendment
to the amended and restated letter agreement dated June 30, 1997,
as  amended  September 25, 1997, February 28,  1998,  August  31,
1998,  August 2, 1999, September 23, 1999, January 11, 2000,  and
June  30, 2000 (as amended, the "Agreement") by and between  Bank
of Oklahoma, N.A. ("Lender") and Tulsat Corporation, formerly DRK
Enterprises,  Inc.,  an Oklahoma corporation  doing  business  as
Tulsat ("Borrower").

      WHEREAS,  the  Borrower  has previously  entered  into  the
Agreement  setting forth, among other obligations, the obligation
of  the  Borrower to repay the Lender the amount advanced by  the
Lender to the Borrower under a line of credit loan facility  (the
"Line  Loan") in the amount of $6,000,000.00, which Line Loan  is
evidenced  by a promissory note of the Borrower to the Lender  in
the  same amount dated June 30, 2000, maturing on June 30,  2001,
(the  "Line  Note")  as well as a term loan facility  (the  "Term
Loan"); and,

     WHEREAS,  the Borrower has requested that the Lender  modify
the terms of the Agreement by:

     1.   Providing for a new revolving credit facility in the amount
     of $2,000,000.00, ("Line 2") which Borrower may use to acquire
     assets (which assets, when acquired shall be made subject to
     appropriate pledge to secure Borrowers repayment of obligations
     to the Lender) to be evidenced by an additional promissory note
     in such amount (the "Line Note 2") maturing on June 30, 2001,
     which credit facility shall provide for interest and payments as
     set forth herein and in Line Note 2, and which Line 2 facility
     and all current or future credit facilities between the Lender
     and the Borrower shall be cross collateralized with collateral
     pledged as security for other obligations of the Borrower to the
     Lender and shall also be subject to cross default such that a

<PAGE>

     default in any credit facility  shall  be  deemed to be a  default
     in  all  other facilities between the Lender and the Borrower;

     2.   modifying the interest rate payable on all existing and
     future notes by decreasing the amount due by 75 basis points, as
     established by the Borrower's Funded Debt to EBITDA Ratio as
     further provided in the Agreement.

     3.    releasing  the guarantees of Kenneth A. Chymiak,  both
     individually and as Trustee of the Kenneth A. Chymiak Revocable
     Trust dated March 4, 1992, Susan C. Chymiak, both individually
     and as Trustee of the Susan C. Chymiak Revocable Trust dated
     March 4, 1992 and David E. Chymiak of the obligations of the
     Borrower to the Lender;

     4.    modifying the Borrowing Base so that there shall be no
     limitation  of the Borrower's ability to borrow  up  to  the
     Commitment based upon Borrower's Qualified Inventory, with the
     exception of the advance rate on inventory limitation;

     5.    modifying the advance rate on the Borrower's Qualified
     Inventory from 30% of Borrower's Qualified Inventory to 40% of
     Borrower's Qualified Inventory;

     6.    removing  the  requirement that  stockholder  debt  be
     subordinated to the debt owed to the Lender; and,

     7.   modifying the Agreement to provide that the Borrower shall
     maintain a minimum net worth of no less than $14,000,000.00, and
     shall maintain a minimum net income, per year, of no less than
     $2,000,000.00  both according to GAAP as set  forth  in  the
     Agreement;

all of which Lender has agreed to do.

     NOW  THEREFORE, in consideration of the mutual covenants and
agreements herein
contained, the parties hereto agree as follows:

1.  The preamble to the Agreement is hereby amended, in part,  to
read as follows:

     (B)  a  revolving line of credit ("Line 1") in the principal
     sum  of  $6,000,000.00 (the "Line 1 Commitment")  which  the
     Borrower may borrow, repay and re-borrow from time to  time,
     subject to the Borrowing Base limitation as set forth below,
     until  the  earlier of (i) June 30, 2001, or (ii)  the  date
     upon which Lender accelerates Borrower's obligation after an
     Event   of   Default,  as  defined  below  (the  "Commitment
     Termination Date").

     (C)  a  second revolving line of credit ("Line  2")  in  the
     principal  sum  of $2,000,000.00 (the "Line  2  Commitment")
     which the Borrower may borrow, repay and re-borrow from time

<PAGE>

     to  time until the earlier of (i) June 30, 2001, or (ii) the
     Commitment Termination Date.

     The  rate of interest on Line 1 and Line 2 shall vary on  an
     quarterly basis beginning on a date to be determined  by the
     Lender and Borrower and thereafter with quarterly adjustment,
     and shall be based upon the Borrower's Funded Bank Debt to
     EBITDA Ratio which is defined as the ratio the numerator of
     which is  the amount of principal plus  accrued  but  unpaid
     interest outstanding on the both of the Line obligations plus the
     Term  obligation of the Borrower under this  Agreement  plus
     any other outstanding amounts of principal and interest owed
     by  the  Borrower  to any other financial  institution  (the
     "Borrower's Funded Bank Debt"), and the denominator of which
     is   the   Borrower's  earnings  before   interest,   taxes,
     depreciation, and amortization ("EBITDA") as demonstrated by
     the  financial statement of the Borrower at the time of  the
     determination  of  such  ratio, the  ratio  being  hereafter
     identified as "Funded Bank Debt to EBITDA Ratio".

     Where  the  Borrower's Funded Bank Debt to EBITDA  Ratio  is
     equal  to  or  less than the ratio of 1.01 to  1,  then  the
     interest rate payable to Lender on the Line Notes (hereafter
     defined)  for the next ensuing annual period shall be  equal
     to the rate announced by The Chase Manhattan Bank, N.A., for
     the  guidance  of its lending officers as its prime  lending
     rate for commercial loans as in effect from time to time  at
     its principal office in New York, N.Y., which may not be the
     lowest  rate  of  interest available to its customers  ("The
     Chase Manhattan Bank Prime Rate of Interest") less 125 basis
     points.   In the event The Chase Manhattan Bank, N.A.  shall
     cease  to  exist or shall no longer publish a prime  lending
     rate  for  commercial  loans, Lender  shall  select  another
     commercial  bank,  in its sole discretion,  which  shall  be
     substituted for The Chase Manhattan Bank herein.   The  rate
     of interest shall not at any time exceed the maximum rate of
     interest  permitted under the laws of the State of  Oklahoma
     for  loans of the type and character evidenced by  the  Line
     Notes.

     Where  the Borrower's Funded Bank Debt to EBITDA is  greater
     than the ratio of 1.01 to 1 but is less than or equal to the
     ratio of 1.51 to 1, then the interest rate payable to Lender
     on  the Line Notes for the next ensuing annual period  shall
     be  equal to The Chase Manhattan Bank Prime Rate of Interest
     minus 100 basis points.

     Where  the Borrower's Funded Bank Debt to EBITDA is  greater
     than the ratio of 1.51 to 1 but is less than or equal to the
     ratio of 2.00 to 1, then the interest rate payable to Lender
     on  the Line Notes for the next ensuing annual period  shall
     be  equal to The Chase Manhattan Bank Prime Rate of Interest
     minus 75 basis points.

     Where  the Borrower's Funded Bank Debt to EBITDA is  greater
     than  or  equal to the ratio of 2.00 to 1, then the interest
     rate  payable  to  Lender on the Line  Notes  for  the  next
     ensuing  annual period shall be equal to The Chase Manhattan
     Bank Prime Rate of Interest minus 50 basis points.


<PAGE>

2. Paragraph 2.1 of the Agreement is amended to read as follows:

     2.1  Subject to the terms and conditions of this  Agreement,
     the  Lender agrees to lend Borrower such amounts up  to  the
     maximum  of $6,000,000.00 as Borrower may from time to  time
     request  as  evidenced  by a promissory  note  in  the  form
     attached hereto as Exhibit
     "A-2", maturing on June 30, 2001, (which, together with  any
     extensions,  renewals  and  changes  in  form  thereof,   is
     hereinafter referred to as the "Line Note 1"); and agrees to
     lend   Borrower   such  amounts  up  to   the   maximum   of
     $2,000,000.00 as Borrower may from time to time  request  as
     evidenced  by a promissory note in the form attached  hereto
     Exhibit  "A-3", maturing on June 30, 2001, (which,  together
     with  any  extensions, renewals and changes in form thereof,
     is   hereinafter  referred  to  as  the  "Line   Note   2").
     Collectively Line Note 1 and Line Note 2 are referred to  as
     the  "Line  Notes"  and with the "Term Note"  are  hereafter
     referred  to  as the "Notes"), provided that  the  aggregate
     principal balance at any time outstanding under Line Note  1
     shall  not exceed the (i) the Line 1 Commitment or (ii)  the
     sum of the following:

          2.1.1      An amount equal to 80% of Qualified Accounts
          Receivable (as hereafter defined); plus

          2.1.2     An amount equal to 40% of Qualified Inventory (the
          "Qualified Inventory Borrowing Base Limitation");

3.    The  Exhibit  "1" attached hereto shall  and  does  replace
Exhibit "A-2" of the Agreement; Exhibit "2" attached hereto shall
be  appended  to  the  Agreement as a new exhibit  designated  as
Exhibit "A-3".

4.    References  to  the  "Line Note" in paragraph  2.3  of  the
Agreement  is hereby amended to "Line Notes" and further  amended
to  reflect  that  the  Line Notes constitute  two  (2)  separate
obligations.  The last reference in said paragraph  to  the  Line
Note is amended to reflect that such reference is to Line Note 1.
The  references  to  Line  Note in  the  Agreement  contained  in
paragraphs  3.2  and  6.1 are amended to refer  instead  to  Line
Notes, references in the Agreement to Note are hereby amended  to
Notes.

5.     Paragraph 3.1 of the Agreement is amended to provide  that
the  Borrower  agrees  to  designate on any  Request  for  Credit
Extension submitted pursuant to the terms of such paragraph  that
in  addition  to  the  information otherwise  contained  on  such
Request,  Borrower will designate whether the Request  is  for  a
credit  extension  under  the Line  1  facility  or  the  Line  2
facility.

<PAGE>

6.    All references to any requirement that the Borrower provide
the  Lender  with  guaranty agreements  executed  by  Kenneth  A.
Chymiak,  both  individually and as Trustee  of  the  Kenneth  A.
Chymiak  Revocable Trust dated March 4, 1992, Susan  C.  Chymiak,
both  individually  and  as  Trustee  of  the  Susan  C.  Chymiak
Revocable  Trust dated March 4, 1992, and David  E.  Chymiak  are
hereby struck and the Lender, by its execution of this Amendment,
hereby  releases  Kenneth A. Chymiak, both  individually  and  as
Trustee of the Kenneth A. Chymiak Revocable Trust dated March  4,
1992,  Susan C. Chymiak, both individually and as Trustee of  the
Susan C. Chymiak Revocable  Trust dated March 4, 1992, and David E.
Chymiak  from their respective obligations as guarantors of the debts
of the Borrower  as  evidenced  by  the Guaranty  Agreements previously
executed by such parties in conjunction with the Agreement.

7.   Paragraph 7.6 of the Agreement is hereby stricken and in its
palace the following paragraph shall be inserted:

     7.6  Borrower will at all times hereafter maintain a minimum
     net  worth  (after  deduction of the outstanding   principal
     balance  of  all  loans to shareholders) of  $14,000,000.00.
     Net  worth  shall be determined in accordance with generally
     accepted  principals  consistently  applied  ("GAAP"),  less
     notes  receivable  from shareholders; the  Borrower  further
     agrees  to maintain a minimum annual net income in an amount
     greater than $2,000,000.00 measured in accordance with GAAP.

8.   Paragraph 7.19 of the Agreement which requires subordination
of  shareholder  debt in the event Borrower's indebtedness  under
the  terms of the Agreement exceeds $2,500,000.00, is deleted  in
its entirety.

9.    All other terms and conditions of the Agreement, as well as
all  other documents executed in conjunction therewith, including
but   not  limited  to  the  Security  Agreements,  the  Guaranty
Agreements  (as  amended) and all other  related  agreements  and
documents shall remain in full force and effect.

     If  the foregoing sets forth your agreement with the Lender,
please indicate by signing in the spaces provided below.


Sincerely,

Bank of Oklahoma, N.A.


By:   /S/Scott Mabrey
      --------------------------------------
      Scott Mabrey, Assistant Vice President

<PAGE>

Agreed and accepted this _____ day of November, 2000.


"Borrower"

Tulsat Corporation, formerly DRK Enterprises, Inc., d/b/a Tulsat


By:   /S/ Kenneth A. Chymiak
      ----------------------------------
      Kenneth A. Chymiak, Vice President

"Guarantor",   by   its   execution   hereof   demonstrates   its
acknowledgement  and  agreement  with  respect  to  this   eighth
amendment  to  the Agreement, adopt and ratify its guaranty,  and
acknowledge the receipt of additional consideration in support of
the  amendment  to existing guaranty of the indebtedness  of  the
Borrower.



ADDvantage Technologies Group, Inc.


By:   /S/ Kenneth A. Chymiak,
      -------------------------------
      Kenneth A. Chymiak (President)

<PAGE>


                         AMENDED PROMISSORY NOTE
                            Variable/Commercial

DEBTOR(S) NAME & ADDRESS    NOTE NUMBER   DATE OF      MATURITY     PRINCIPAL
                                0001        NOTE         DATE         AMOUNT
                                         11/03/2000   06/30/2001  $6,000,000.00
Tulsat Corporation
p/k/a DRK Enterprises,
Inc., dba Tulsat
1605 East Iola
Broken Arrow, OK 74102
                            CUSTOMER NUMBER  [ ] NEW LOAN           OFFICER
                            1845500          [X] RENEWAL OF LOAN    SPM
                                                 NUMBER 0001
                            [ ]  FIXED INTEREST RATE OF:
                            [X]  VARIABLE INTEREST RATE: based upon Debtor's
                            Funded bank Debt to EBITDA ratio as set forth below.
                            The initial rate of interest due hereon shall be
                            8.25%.
                                                                    SSN/TIN
                            COLLATERAL CATEGORIES                   NUMBER
                            Accounts, Inventory, Equipment          73-1251975
                            PAYMENT TERMS:                          PURPOSE
                            Accrued interest due and payable        Working
                            MONTHLY, beginning 11/30/2000           Capital
                            and MONTHLY thereafter, with
                            outstanding principal balance
                            plus unpaid accrued interest due
                            and payable on 06/30/2001


FOR  VALUE  RECEIVED,  the  undersigned  Debtor(s),  jointly  and
severally if more than one, agree to the terms of this  Note  and
promise to pay to the order of Lender named below at its place of
business  as indicated herein or at such other place  as  may  be
designated  in  writing by holder, the Principal amount  of  this
Note  together  with interest until maturity  at  the  per  annum
interest  rate  or  rates stated above.   If  the  writing  above
indicates  that  the  per annum interest rate  is  to  vary  with
changes  made  from time to time in the base  or  prime  rate  of
Lender  or other financial institution, each change in  the  rate
will  become effective without notice to Debtor on the  same  day
such  base  or prime rate is change, unless a different effective
date  is specified above.  The base or prime rate set forth above
is  determined  by the named Financial Institution  in  its  sole
discretion  primarily on a basis of its cost  of  funds,  is  not
necessarily  the  lowest  or highest  rate  the  named  Financial
Institution  is charging its customer, and is not  necessarily  a
published  rate.   In  the event the named Financial  Institution
fixing  the  base  or  prime rate ceases to exist  or  ceases  to
announce  such  a  rate,  lender  may  specify  a  new  Financial
Institution  to fix such rate, in its sole discretion.   Interest
on  this  Note is calculated on the actual number of days elapsed
on  a  basis of a 360 day year unless otherwise indicated herein.
For  purposes of computing such interest and determining the date
principal  and interest payments are received, all payments  made
under  this Note will not be deemed to have been made until  such
payments are received in collected funds.

INTEREST DUE.  The rate of interest on this Note shall vary on an
quarterly  basis  beginning on a date to  be  determined  by  the
Lender and Borrower and thereafter, quarterly, and shall be based
upon  the  Borrower's Funded Bank Debt to EBITDA Ratio  which  is
defined  as  the ratio the numerator of which is  the  amount  of
principal  plus  accrued but unpaid interest outstanding  on  the
Line  and  Term obligations of the Borrower under this  Agreement
plus any other outstanding amounts of principal and interest owed
by   the  Borrower  to  any  other  financial  institution   (the
"Borrower's Funded Bank Debt"), and the denominator of  which  is
the Borrower's earnings before interest, taxes, depreciation, and
amortization   ("EBITDA")  as  demonstrated  by   the   financial
statement  of  the  Borrower at the time of the determination  of
such  ratio, the ratio being hereafter identified as "Funded Bank
Debt to EBITDA Ratio".

Where the Borrower's Funded Bank Debt to EBITDA Ratio is equal to
or  less  than  the  ratio of 1.01 to 1, then the  interest  rate
payable  to Lender on this Note (hereafter defined) for the  next
ensuing annual period shall be equal to the rate announced by The
Chase  Manhattan  Bank,  N.A., for the guidance  of  its  lending
officers  as  its prime lending rate for commercial loans  as  in
effect  from  time to time at its principal office in  New  York,
N.Y.,  which may not be the lowest rate of interest available  to
its customers ("The Chase Manhattan Bank Prime Rate of Interest")
less  125  basis points.  In the event The Chase Manhattan  Bank,
N.A.  shall  cease to exist or shall no longer  publish  a  prime
lending  rate  for commercial loans, Lender shall select  another
commercial  bank,  in  its  sole  discretion,  which   shall   be
substituted  for The Chase Manhattan Bank herein.   The  rate  of
interest  shall  not  at  any time exceed  the  maximum  rate  of
interest  permitted under the laws of the State of  Oklahoma  for
loans of the type and character evidenced by this Note.

<PAGE>

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
the ratio of 1.01 to 1 but is less than or equal to the ratio  of
1.51  to 1, then the interest rate payable to Lender on this Note
for  the  next ensuing annual period shall be equal to The  Chase
Manhattan Bank Prime Rate of Interest minus 100 basis points.

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
or  equal to the ratio of 1.51 to 1 but is less than or equal  to
the  ratio of 2.00 to 1, then the interest rate payable to Lender
on this Note for the next ensuing annual period shall be equal to
The  Chase Manhattan Bank Prime Rate of Interest minus  75  basis
points.

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
or  equal  to  the  ratio of 2.00 to 1, then  the  interest  rate
payable to Lender on this Note for the next ensuing annual period
shall be equal to The Chase Manhattan Bank Prime Rate of Interest
minus 50 basis points.

Debtor  agrees that the Lender may affix to this Note a  schedule
of  the  applicable  interest rate calculated  according  to  the
manner  set  forth  above, which schedule shall  be  prima  facie
evidence of the of applicable interest rate payable on this  Note
for  any  period or periods for which there is any  principal  or
accrued but unpaid interest outstanding.

PAYMENTS NOT MADE WHEN DUE.  Any principal and/or interest amount
not  paid when due shall bear interest at a rate six percent (6%)
per annum greater than the per annum interest rate prevailing  on
this  Note  at the time the unpaid amount become due, but  in  no
event  at  a rate less than fifteen percent (15%) per annum.   In
addition or in the alternative to the interest rate provided  for
in  this  paragraph  lender may assess a charge  of  ten  dollars
($10.00) times the number of days late to cover cost of past  due
notices and other expenses.  In no event shall the interest  rate
and  related charges either before or after maturity  be  greater
than permitted by law.

ALL PARTIES PRINCIPALS.  All parties liable for payment hereunder
shall each be regarded as a principal and each party agrees  that
any  party  hereto with approval of holder and without notice  to
other parties may from time to time renew this Note or consent to
one or more extensions or deferrals of Maturity Date for any term
or  terms, and all parties shall be liable in same manner  as  on
original  note.   All parties liable for payment hereunder  waive
presentment,  notice  of  dishonor and  protest  and  consent  to
partial payments, substitutions or release of collateral  and  to
addition or release of any party or guarantor.

ADVANCES AND PAYMENTS.  It is agreed that the sum of all advances
under  this Note may exceed the Principal Amount as shown  above,
but  the unpaid balance shall never exceed said Principal Amount.
Advances  and  payments on Note shall be recorded on  records  of
Lender  and  such records shall be prima facie evidence  of  such
advances,  payments  and  unpaid principal  balance.   Subsequent
advances  and  the  procedures  described  herein  shall  not  be
construed or interpreted as granting a continuing line  of credit
for Principal Amount.  Lender reserves the  right to  apply any
payment by Debtor, or for account of Debtor, toward this Note or
any other obligation of Debtor to Lender.

COLLATERAL.   This Note and all other obligations  of  Debtor  to
Lender,  and all renewals or extensions thereof, are  secured  by
all  collateral  securing this Note and  by  all  other  security
interests  heretofore  or hereafter granted  to  Lender  as  more
specifically described in Security Agreements and other  securing
documentation.

ACCELERATION.   At option of holder, the unpaid balance  of  this
Note  and  all  other  obligations of Debtor to  holder,  whether
direct  or  indirect,  absolute or contingent,  now  existing  or
hereafter  arising,  shall  become immediately  due  and  payable
without notice  or demand upon the occurrence or existence of any
of the following events or conditions:  (a) Any payment required
by this Note or by any other note or obligation of Debtor to holder
or to others is not made when due or the occurrence or existence
of any event  which  results  in acceleration of  the  maturity
of  any obligation  of Debtor to holder or to others under any
promissory note, agreement or undertaking; (b) Debtor defaults in
performance  of any covenant, obligation, warranty  or  provision
contained in any loan agreement or in the instrument or  document
securing or relating to this Note or any other note or obligation
of   Debtor   to   holder  or  to  others;  (c)   any   warranty,
representation,  financial  information  or  statement  made   or
furnished to Lender by or in behalf of Debtor proves to have been
false  in  any material respect when made or furnished;  (d)  The
making  of any levy against or seizure, garnishment or attachment
of  any  collateral; (e) Any time Lender in good faith determines
prospect  of  payment of this Note is impaired; (f) when  in  the
judgment   of   Lender,   the   collateral,   if   any,   becomes
unsatisfactory or insufficient either in character or  value  and
upon  request,  Debtor fails to provide additional collateral  as
required  by  Lender;  (g)  Loss, theft,  substantial  damage  or
destruction of collateral, if any; (h) Death, dissolution, change
in  senior management, or termination of existence of any Debtor,
or (i) Appointment of a receiver over any part of the property of
any  Debtor,  the assignment of property by any  Debtor  for  the
benefit  of  creditors, or the commencement  of  any  proceedings
under  any bankruptcy or insolvency laws by or against any  party
liable, directly or indirectly, hereunder.

<PAGE>

WAIVERS.  No waiver by holder of any payment or other right under
this Note or any related agreement or documentation shall operate
as a waiver of any other payment or right.

GOVERNING  LAW.   This Note and the obligations evidenced  hereby
are  made, entered into, to be construed and governed by the laws
of  the  state  indicated in the address of Lender  shown  below.
Debtor(s)  consent  to the jurisdiction and venue  of  any  Court
sitting in the State indicated in the address of Lender.

COLLECTION COSTS.  All parties liable for payment hereunder agree
to  pay  reasonable costs of collection, including an  attorney's
fee  of  a minimum of fifteen percent (15%) of all sums due  upon
default.

RIGHT  OF  OFFSET.   Any indebtedness due from holder  hereof  to
Debtor or any party hereto including, but without limitation, any
deposits or credit balances due from holder, is pledged to secure
payment of this Note and any other obligation to holder of Debtor
or  any party hereto, and may at any time while the whole or  any
part  of  such obligation remains unpaid, either before or  after
Maturity  hereof,  be appropriated, held or  applied  toward  the
payment of this Note or any other obligation to holder of  Debtor
or any part hereto.

PURPOSE.  Debtor affirms that the proceeds of this Note are to be
used for a business or agricultural purpose and not for personal,
family or household purposes.

ENTIRE  AGREEMENT.  All parties acknowledge that  this  Note  and
related  documents  contain  the complete  and  entire  agreement
between Debtor and Lender and no variation, modification, changes
or amendments to this Note or related documents shall be binding
unless in writing and signed by all parties.  No legal relationship
is created by the execution of this Note and related documents
except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS        DEBTOR(S) SIGNATURE(S)
                               Tulsat   Corporation  p/k/a  DRK
                               ENTERPRISES, INC. dba Tulsat

Bank of Oklahoma, N.A.
Post Office Box 2300
Tulsa, Oklahoma 74192-3200

                               By:   /S/ Kenneth A. Chymiak, (Vice President)
                               ----------------------------------------------

<PAGE>

                            EXHIBIT 2
                          (Line Note 2)
                         PROMISSORY NOTE

DEBTOR(S) NAME & ADDRESS    NOTE NUMBER   DATE OF      MATURITY     PRINCIPAL
                                0002        NOTE         DATE         AMOUNT
                                         11/03/2000   06/30/2001  $2,000,000.00
Tulsat Corporation
p/k/a DRK Enterprises,
Inc., dba Tulsat
1605 East Iola
Broken Arrow, OK 74102
                            CUSTOMER NUMBER  NEW LOAN             OFFICER
                            1845500                                 SPM
                            [ ]  FIXED INTEREST RATE OF:
                            [X]  VARIABLE INTEREST RATE: based upon Debtor's
                            Funded bank Debt to EBITDA ratio as set forth below.
                            The initial rate of interest due hereon shall be
                            8.25%.
                                                                    SSN/TIN
                            COLLATERAL CATEGORIES                   NUMBER
                            Accounts, Inventory, Equipment          73-1251975
                            PAYMENT TERMS:                          PURPOSE
                            Accrued interest due and payable        Working
                            MONTHLY, beginning 11/30/2000           Capital
                            and MONTHLY thereafter, with
                            outstanding principal balance
                            plus unpaid accrued interest due
                            and payable on 06/30/2001



FOR  VALUE  RECEIVED,  the  undersigned  Debtor(s),  jointly  and
severally if more than one, agree to the terms of this  Note  and
promise to pay to the order of Lender named below at its place of
business  as indicated herein or at such other place  as  may  be
designated  in  writing by holder, the Principal amount  of  this
Note  together  with interest until maturity  at  the  per  annum
interest  rate  or  rates stated above.   If  the  writing  above
indicates  that  the  per annum interest rate  is  to  vary  with
changes  made  from time to time in the base  or  prime  rate  of
Lender  or other financial institution, each change in  the  rate
will  become effective without notice to Debtor on the  same  day
such  base  or prime rate is change, unless a different effective
date  is specified above.  The base or prime rate set forth above
is  determined  by the named Financial Institution  in  its  sole
discretion  primarily on a basis of its cost  of  funds,  is  not
necessarily  the  lowest  or highest  rate  the  named  Financial
Institution  is charging its customer, and is not  necessarily  a
published  rate.   In  the event the named Financial  Institution
fixing  the  base  or  prime rate ceases to exist  or  ceases  to
announce  such  a  rate,  lender  may  specify  a  new  Financial
Institution  to fix such rate, in its sole discretion.   Interest
on  this  Note is calculated on the actual number of days elapsed
on  a  basis of a 360 day year unless otherwise indicated herein.
For  purposes of computing such interest and determining the date
principal  and interest payments are received, all payments  made
under  this Note will not be deemed to have been made until  such
payments are received in collected funds.

INTEREST DUE.  The rate of interest on this Note shall vary on an
quarterly  basis  beginning on a date to  be  determined  by  the
Lender and Borrower and thereafter, quarterly, and shall be based
upon  the  Borrower's Funded Bank Debt to EBITDA Ratio  which  is
defined  as  the ratio the numerator of which is  the  amount  of
principal  plus  accrued but unpaid interest outstanding  on  the
Line  and  Term obligations of the Borrower under this  Agreement
plus any other outstanding amounts of principal and interest owed
by   the  Borrower  to  any  other  financial  institution   (the
"Borrower's Funded Bank Debt"), and the denominator of  which  is
the Borrower's earnings before interest, taxes, depreciation, and
amortization   ("EBITDA")  as  demonstrated  by   the   financial
statement  of  the  Borrower at the time of the determination  of
such  ratio, the ratio being hereafter identified as "Funded Bank
Debt to EBITDA Ratio".

Where the Borrower's Funded Bank Debt to EBITDA Ratio is equal to
or  less  than  the  ratio of 1.01 to 1, then the  interest  rate
payable  to Lender on this Note (hereafter defined) for the  next
ensuing annual period shall be equal to the rate announced by The
Chase  Manhattan  Bank,  N.A., for the guidance  of  its  lending
officers  as  its prime lending rate for commercial loans  as  in
effect  from  time to time at its principal office in  New  York,
N.Y.,  which may not be the lowest rate of interest available  to
its customers ("The Chase Manhattan Bank Prime Rate of Interest")
less  125  basis points.  In the event The Chase Manhattan  Bank,
N.A.  shall  cease to exist or shall no longer  publish  a  prime
lending  rate  for commercial loans, Lender shall select  another
commercial  bank,  in  its  sole  discretion,  which   shall   be
substituted  for The Chase Manhattan Bank herein.   The  rate  of
interest  shall  not  at  any time exceed  the  maximum  rate  of
interest  permitted under the laws of the State of  Oklahoma  for
loans of the type and character evidenced by this Note.

<PAGE>

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
the ratio of 1.01 to 1 but is less than or equal to the ratio  of
1.51  to 1, then the interest rate payable to Lender on this Note
for  the  next ensuing annual period shall be equal to The  Chase
Manhattan Bank Prime Rate of Interest minus 100 basis points.

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
or  equal to the ratio of 1.51 to 1 but is less than or equal  to
the  ratio of 2.00 to 1, then the interest rate payable to Lender
on this Note for the next ensuing annual period shall be equal to
The  Chase Manhattan Bank Prime Rate of Interest minus  75  basis
points.

Where  the Borrower's Funded Bank Debt to EBITDA is greater  than
or  equal  to  the  ratio of 2.00 to 1, then  the  interest  rate
payable to Lender on this Note for the next ensuing annual period
shall be equal to The Chase Manhattan Bank Prime Rate of Interest
minus 50 basis points.

Debtor  agrees that the Lender may affix to this Note a  schedule
of  the  applicable  interest rate calculated  according  to  the
manner  set  forth  above, which schedule shall  be  prima  facie
evidence of the of applicable interest rate payable on this  Note
for  any  period or periods for which there is any  principal  or
accrued but unpaid interest outstanding.

PAYMENTS NOT MADE WHEN DUE.  Any principal and/or interest amount
not  paid when due shall bear interest at a rate six percent (6%)
per annum greater than the per annum interest rate prevailing  on
this  Note  at the time the unpaid amount become due, but  in  no
event  at  a rate less than fifteen percent (15%) per annum.   In
addition or in the alternative to the interest rate provided  for
in  this  paragraph  lender may assess a charge  of  ten  dollars
($10.00) times the number of days late to cover cost of past  due
notices and other expenses.  In no event shall the interest  rate
and  related charges either before or after maturity  be  greater
than permitted by law.

ALL PARTIES PRINCIPALS.  All parties liable for payment hereunder
shall each be regarded as a principal and each party agrees  that
any  party  hereto with approval of holder and without notice  to
other parties may from time to time renew this Note or consent to
one or more extensions or deferrals of Maturity Date for any term
or  terms, and all parties shall be liable in same manner  as  on
original  note.   All parties liable for payment hereunder  waive
presentment,  notice  of  dishonor and  protest  and  consent  to
partial payments, substitutions or release of collateral  and  to
addition or release of any party or guarantor.

ADVANCES AND PAYMENTS.  It is agreed that the sum of all advances
under  this Note may exceed the Principal Amount as shown  above,
but  the unpaid balance shall never exceed said Principal Amount.
Advances  and  payments on Note shall be recorded on  records  of
Lender  and  such records shall be prima facie evidence  of  such
advances,  payments  and  unpaid principal  balance.   Subsequent
advances  and  the  procedures  described  herein  shall  not  be
construed or interpreted as granting a continuing
line  of credit for Principal Amount.  Lender reserves the  right
to  apply any payment by Debtor, or for account of Debtor, toward
this Note or any other obligation of Debtor to Lender.

COLLATERAL.   This Note and all other obligations  of  Debtor  to
Lender,  and all renewals or extensions thereof, are  secured  by
all  collateral  securing this Note and  by  all  other  security
interests  heretofore  or hereafter granted  to  Lender  as  more
specifically described in Security Agreements and other  securing
documentation.

ACCELERATION.   At option of holder, the unpaid balance  of  this
Note  and  all  other  obligations of Debtor to  holder,  whether
direct  or  indirect,  absolute or contingent,  now  existing  or
hereafter  arising,  shall  become immediately  due  and  payable
without notice  or demand upon the occurrence or existence of any
of the following events or conditions:  (a) Any payment required
by this Note or by any other note or obligation of Debtor to
holder or to others is not made when due or the occurrence or
existence of any event  which  results  in acceleration of  the
maturity  of  any obligation  of Debtor to holder or to others
under any promissory note, agreement   or  undertaking;  (b) Debtor
defaults in performance  of any covenant, obligation, warranty
or  provision contained in any loan agreement or in the instrument
or  document securing or relating to this Note or any other note or
obligation of Debtor to holder or to others; (c)  any   warranty,
representation,  financial  information  or  statement  made   or
furnished to Lender by or in behalf of Debtor proves to have been
false  in  any material respect when made or furnished;  (d)  The
making  of any levy against or seizure, garnishment or attachment
of  any  collateral; (e) Any time Lender in good faith determines
prospect  of  payment of this Note is impaired; (f) when  in  the
judgment   of   Lender,   the   collateral,   if   any,   becomes
unsatisfactory or insufficient either in character or  value  and
upon  request,  Debtor fails to provide additional collateral  as
required  by  Lender;  (g)  Loss, theft,  substantial  damage  or
destruction of collateral, if any; (h) Death, dissolution, change
in  senior management, or termination of existence of any Debtor,
or (i) Appointment of a receiver over any part of the property of
any  Debtor,  the assignment of property by any  Debtor  for  the
benefit  of  creditors, or the commencement  of  any  proceedings
under  any bankruptcy or insolvency laws by or against any  party
liable, directly or indirectly, hereunder.

<PAGE>


WAIVERS.  No waiver by holder of any payment or other right under
this Note or any related agreement or documentation shall operate
as a waiver of any other payment or right.

GOVERNING  LAW.   This Note and the obligations evidenced  hereby
are  made, entered into, to be construed and governed by the laws
of  the  state  indicated in the address of Lender  shown  below.
Debtor(s)  consent  to the jurisdiction and venue  of  any  Court
sitting in the State indicated in the address of Lender.

COLLECTION COSTS.  All parties liable for payment hereunder agree
to  pay  reasonable costs of collection, including an  attorney's
fee  of  a minimum of fifteen percent (15%) of all sums due  upon
default.

RIGHT  OF  OFFSET.   Any indebtedness due from holder  hereof  to
Debtor or any party hereto including, but without limitation, any
deposits or credit balances due from holder, is pledged to secure
payment of this Note and any other obligation to holder of Debtor
or  any party hereto, and may at any time while the whole or  any
part  of  such obligation remains unpaid, either before or  after
Maturity  hereof,  be appropriated, held or  applied  toward  the
payment of this Note or any other obligation to holder of  Debtor
or any part hereto.

PURPOSE.  Debtor affirms that the proceeds of this Note are to be
used for a business or agricultural purpose and not for personal,
family or household purposes.

ENTIRE  AGREEMENT.  All parties acknowledge that  this  Note  and
related  documents  contain  the complete  and  entire  agreement
between Debtor and Lender and no variation, modification, changes
or amendments to this Note or related documents shall be binding
unless in writing and signed by all parties.  No legal  relationship
is created by the execution of this Note and related documents
except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS        DEBTOR(S) SIGNATURE(S)
                               Tulsat   Corporation  p/k/a  DRK
                               ENTERPRISES, INC. dba Tulsat

Bank of Oklahoma, N.A.
Post Office Box 2300
Tulsa, Oklahoma 74192-3200


                               By:  /S/ Kenneth A. Chymiak, (Vice President)
                                   -----------------------------------------