CERTIFICATE OF AMENDMENT
                                     to the
                           CERTIFICATE OF DESIGNATION

                                     of the

             SERIES B 5% PIK CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       of

                            PEASE OIL AND GAS COMPANY

           Pursuant to Section 78.1955 of the General Corporation Law
                             of the State of Nevada


     Pease  Oil and Gas  Company,  a  Nevada  corporation  (the  "Corporation"),
certifies  that  pursuant  to  the  authority   contained  in  its  Articles  of
Incorporation,  as amended,  and in  accordance  with the  provisions of Section
78.1955 of the  General  Corporation  Law of the State of  Nevada,  its Board of
Directors (the "Board of Directors")  adopted a resolution  creating a series of
Preferred  Stock,  par value  $0.01  per  share,  designated  as Series B 5% PIK
Cumulative  Convertible  Preferred  Stock, and that a Certificate of Designation
was filed December 29, 1997. No shares of Series B 5% PIK Cumulative Convertible
Preferred Stock have been issued. The Corporation hereby amends and restates its
Certification  of Designation  and certifies  that the following  resolution has
been duly adopted,  creating and amending a series of preferred stock, par value
$0.01 per share,  designated as Series B 5% PIK Cumulative Convertible Preferred
Stock:

     RESOLVED,  that a series of the class of authorized  Preferred  Stock,  par
value  $0.01 per  share,  of the  Corporation  be hereby  created,  and that the
designation and amount thereof and the voting powers,  preferences and relative,
participating,  optional and other special  rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

     1.  Designation and Amounts.  The shares of such series shall be designated
as the  "Series  B 5% PIK  Cumulative  Convertible  Preferred  Stock"  (the  "5%
Preferred  Stock") and the number of share  initially  constituting  such series
shall be 145,300, which number may be decreased (but not increased) by the Board
of Directors without a vote of the stockholders;  provided,  however,  that such
number  may not be  decreased  below the  number of then  currently  outstanding
shares of 5% Preferred  Stock.  The 5% Preferred  Stock shall rank senior to the
common stock,  $0.10 par value (the "Common  Stock"),  of the  Corporation  with
respect to both the payment of  dividends  and the  distribution  of assets upon
liquidation, dissolution or winding up.

     2. Dividends.

          (a) The holders of the 5% Preferred Stock shall be entitled to receive
out of any assets legally available therefor cumulative dividends at the rate of
$2.50 per share per annum,  payable quarterly on March 31, June 30, September 30
and December 31 of each year, when and as declared by the Board of Directors, in
preference  and  priority to any payment of any  dividend on the Common Stock or
any other  class or series of stock of the  Corporation.  Such  dividends  shall


                                       S-1

<PAGE>


accrue on any given  share from the day of  original  issuance of such share and
shall accrue from day to day whether or not earned or  declared.  If at any time
dividends  on the  outstanding  5%  Preferred  Stock at the rate set forth above
shall not have been paid or declared  and set apart for payment  with respect to
all  preceding  periods,  the  amount of the  deficiency  shall be fully paid or
declared  and  set  apart  for  payment,   but  without  interest,   before  any
distribution, whether by way of dividend or otherwise, shall be declared or paid
upon or set  apart for the  shares of any other  class or series of stock of the
Corporation.  Neither conversion (whether voluntary or forced) nor redemption of
the 5% Preferred  Stock shall  effect any holder's  right to receive any accrued
but unpaid dividends on such 5% Preferred Stock.

          (b) Any dividend  payable on a dividend payment date more than 90 days
after the date of issuance may be paid, at the option of the Corporation, either
(i) in cash or (ii) in additional  shares of 5% Preferred  Stock,  provided that
the  Corporation  shall have given  written  notice of its intention to pay such
dividend  in kind to all  holders  of the 5%  Preferred  Stock  at least 10 days
before the record date for such  dividend.  If a dividend  is paid in kind,  the
shares to be issued as a  dividend  shall be valued at the rate of one (1) share
of 5% Preferred Stock for each $50.00 of such dividend payment.

     3. Liquidation Preference.

          (a) In the event of any liquidation,  dissolution or winding up of the
Corporation,  either  voluntary or involuntary,  the holders of the 5% Preferred
Stock shall be entitled to receive,  prior and in preference to any distribution
of any assets of the  Corporation to the holders of any other class or series of
shares,  the amount of $50 per share plus any accrued but unpaid dividends (such
sum being referred to herein as the "Liquidation Preference").

          (b) A  consolidation  or  merger of the  Corporation  with or into any
other corporation or corporations,  or a sale of all or substantially all of the
assets  of the  Corporation,  shall,  at the  option  of the  holders  of the 5%
Preferred  Stock, be deemed a liquidation,  dissolution or winding up within the
meaning of this Section 3 if the shares of stock of the Corporation  (along with
all derivative  securities)  outstanding  immediately  prior to such transaction
represent  immediately after such transaction less than a majority of the voting
power of the  surviving  corporation  (or of the  acquiror of the  Corporation's
assets in the case of a sale of  assets).  Such option may be  exercised  by the
vote or written  consent of holders  of a  majority  of the 5%  Preferred  Stock
outstanding  at any time within 30  calendar  days after  written  notice of the
essential terms of such transaction  shall have been given to the holders of the
5%  Preferred  Stock in the manner  provided  by law for the giving of notice of
meetings of stockholders.

     4.  Repurchase  Rights.  Upon any  decision by a holder of the 5% Preferred
Stock to convert  such  holder's 5%  Preferred  Stock into Common Stock when the
average closing price of the Common Stock as reported in the Wall Street Journal
for the 20  consecutive  trading days prior to such  conversion is less than the
market  price of the Common  Stock on the  original  date of issuance of such 5%
Preferred  Stock,  the Corporation  shall have the right after timely giving the
Repurchase  Notice (as defined below) to repurchase from such holder all of such
5% Preferred  Stock shares tendered for conversion in lieu of such a conversion.
The Corporation  shall pay any such holder a repurchase price per share equaling
the sum of the following: (i) the product of (A) $50 per share multiplied by (B)
the highest  trading price for the five trading days prior to the receipt of the
applicable  Conversion  Notice (as defined in Section 5(b) below) divided by the


                                       S-2

<PAGE>


lowest  trading price for the five trading days prior to such receipt,  (ii) any
accumulated and unpaid dividends  through the date of such receipt,  and (iii) a
premium equal to product of (A) $50 per share  multiplied by (B) the  Applicable
Discount set forth in Section 5(c)(ii) below. The term "Repurchase Notice" shall
mean at least five business day prior written notice from the Corporation to the
holders of the Corporation's  intent to exercise the repurchase rights set forth
in  this  Section  4.  Upon  giving  the  holders  the  Repurchase  Notice,  the
Corporation  shall have the obligation to repurchase from any holder  converting
its 5% Preferred  Stock into Common Stock all of such 5% Preferred  Stock shares
tendered for conversion.  The  Corporation  may cancel the Repurchase  Notice by
giving  the  holders  written  notice at least  five  business  days  prior such
cancellation. In the event of repurchase from a holder by the Corporation of any
shares of the 5% Preferred  Stock  pursuant to this  Section 4, the  Corporation
shall within 48 hours of the receipt of the applicable Conversion Notice deliver
to such holder by wire transfer or cashier's  check the amount of the repurchase
price as calculated in the second sentence of this Section 4.

     5.  Conversion.  The holders of the 5% Preferred  Stock shall have optional
conversion rights as follows:

          (a)  Right to  Convert.  Each  share of 5%  Preferred  Stock  shall be
convertible, at the option of the holder thereof, into such number of fully paid
and  nonassessable  shares of Common Stock as is  determined by dividing (i) the
Liquidation  Preference of the 5% Preferred Stock determined pursuant to Section
3 hereof on the date the notice of conversion is given,  by (ii) the  Conversion
Price determined as hereinafter provided in effect on said date.

          (b) Mechanics of Conversion.  To convert shares of 5% Preferred  Stock
into  shares  of Common  Stock,  the  holder  shall  give  written  notice  (the
"Conversion  Notice") to the Corporation (which notice may be given by facsimile
transmission)  that such  holder  elects  to  convert  the same and shall  state
therein the number of shares to be converted and the name or names in which such
holder wishes the certificate or  certificates  for shares of Common Stock to be
issued.  Promptly  thereafter  the holder shall  surrender  the  certificate  or
certificates  representing  the shares to be converted,  duly  endorsed,  at the
office of the  Corporation or of any transfer agent for such shares,  or at such
other place designated by the Corporation.  The Corporation  shall,  immediately
upon  receipt  of such  notice,  issue and  deliver to or upon the order of such
holder, against delivery of the certificates  representing the shares which have
been converted, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled.  The Corporation shall effect such
issuance  within 48 hours and shall  transmit the  certificates  by messenger or
overnight delivery service to reach the address designated by such holder within
2 business  days after the  receipt of such  notice.  Such  conversion  shall be
deemed to have been made immediately  prior to the close of business on the date
such notice of  conversion is given.  The person or persons  entitled to receive
the shares of Common Stock  issuable upon such  conversion  shall be treated for
all  purposes as the record  holder or holders of such shares of Common Stock at
the close of business on such date.

                                       S-3

<PAGE>


          (c) Determination of Conversion Price.

               (i) Each  conversion  shall occur at a conversion  price based on
the lowest  trade price of the Common  Stock for the five  trading days prior to
receipt  of  notice of  conversion  (the  "Conversion  Price"),  reduced  by the
Applicable  Discount  set forth below based on the time elapsed from the earlier
of (A) the 90th day after the date of issuance of the 5% Preferred  Stock or (B)
the effective date of the  registration  statement which the  Corporation  shall
file on Form S-3, or if Form S-3 is not  available,  another  appropriate  form,
covering  the Common  Stock  issuable  upon the  conversion  of the shares of 5%
Preferred Stock (the earlier of (A) or (B) being the "Start Date").

               (ii) Prior to the Start Date, the  Conversion  Price shall not be
reduced.  After the Start  Date,  the  Conversion  Price shall be reduced by the
Applicable Discount as follows:


     Number of days after the             Applicable Discount:
           Start Date:
               1 to 30                             12%
              31 to 60                             14%
              61 to 90                             15%
             91 to 120                             16%
            121 to 150                             18%
            151 to 180                             20%
            181 to 210                             22%
            210 to 360                             24%
           361 or more                             25%

               (iii)  Notwithstanding  the  foregoing,  after 180 days after the
date of issuance  of the 5%  Preferred  Stock,  the  Conversion  Price shall not
exceed the lesser of (A) 110% of the  average  closing  price for the 20 trading
days  preceding  180th day after the date of issuance of the 5% Preferred  Stock
and (B) the discounted Conversion Price as set forth above. If, at any time when
shares of the 5% Preferred Stock are outstanding,  the Corporation issues shares
of Common Stock, 5% Preferred  Stock or any other stock or securities  which are
convertible  into either  Common  Stock or 5%  Preferred  Stock at an  effective
issuance price which is lower than the then applicable  Conversion  Price,  then
the Conversion  Price shall be reduced so that upon conversion of such shares of
5% Preferred Stock the holder of such shares shall receive that number of Common
Stock  necessary  to reduce the  holder's  Conversion  Price to such lower issue
price.

               (iv) The "lowest trading price," the "highest  trading price" and
the  "closing  price",  respectively,  of the Common Stock on any day or for any
period shall be (A) the lowest reported sale price, the highest reported trading
price and the  reported  closing  price (last sale price) of the Common Stock on
the principal stock exchange on which the Common Stock is listed,  or (B) if the
Common Stock is not listed on a stock exchange,  the lowest reported sale price,
the highest  reported  sale price and the reported  closing  price of the Common
Stock on the principal automated securities price quotation system on which sale
prices of the  Common  Stock are  reported,  or (C) if the  Common  Stock is not
listed on a stock  exchange and sale prices of the Common Stock are not reported
on an automated  quotation  system,  the lowest bid price, the highest bid price


                                       S-4

<PAGE>


and the mean of the final bid and asked  prices for the Common Stock as reported
by National  Quotation  Bureau  Incorporated if at least two securities  dealers
have  inserted  both bid and asked  quotations  for the Common Stock on at least
five of the 10 preceding  trading days. If none of the foregoing  provisions are
applicable,  the meaning of the "lowest  trading  price," the  "highest  trading
price" and the "closing price" of the Common Stock on a day or for a period will
be the fair market  value of the Common  Stock on that day or for that period as
determined by a member firm of the New York Stock  Exchange,  Inc.,  selected by
the Board of Directors.  The term "trading day" means (X) if the Common Stock in
listed on at least one stock  exchange,  a day on which  there is trading on the
principal stock exchange on which the Common Stock is listed,  (Y) if the Common
Stock is not listed on a stock  exchange but sale prices of the Common Stock are
reported on an automated quotation system, a day on which trading is reported on
the principal  automated quotation system on which sales of the Common Stock are
reported,  or (Z) if the foregoing  provisions are inapplicable,  a day on which
quotations are reported by National Quotation Bureau Incorporated.

               (v) In the event the  Corporation  shall at any time or from time
to time make, issue,  declare, pay or fix a record date for the determination of
holders of shares of Common  Stock  entitled  to receive  any  dividend or other
distribution  payable in Common Stock or other  securities of the Corporation or
any of its subsidiaries or in rights to acquire Common Stock or other securities
of the Corporation or any of its subsidiaries,  or shall effect a stock split or
reverse stock split, or a combination,  consolidation or reclassification of the
Common  Stock,   then  in  each  such  event  the  Conversion   Price  shall  be
proportionately  decreased or increased, as appropriate,  to give effect to such
event.

          (d)  Certificates  as to  Adjustments.  Upon  the  occurrence  of  any
adjustment or readjustment  of the Conversion  Price pursuant to this Section 5,
the  Corporation  at its expense  shall  promptly  compute  such  adjustment  or
readjustment  in accordance with the terms hereof and cause  independent  public
accountants  selected by the Corporation to verify such  computation and prepare
and furnish to each holder of 5% Preferred  Stock a  certificate  setting  forth
such adjustment or readjustment  and showing in detail the facts upon which such
adjustment or readjustment is based.  The  Corporation  shall,  upon the written
request at any time of any holder of 5% Preferred Stock,  furnish or cause to be
furnished to such holder a like certificate  prepared by the Corporation setting
forth  (i) such  adjustments  and  readjustments,  and (ii) the  number of other
securities and the amount,  if any, of other property which at the time would be
received upon the conversion of 5% Preferred Stock with respect to each share of
Common Stock received upon such conversion.

          (e)  Notice  of  Record  Date.  In  the  event  of any  taking  by the
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  (other than a cash  dividend) or other  distribution,  any security or
right  convertible  into or entitling the holder  thereof to receive  additional
shares of Common  Stock,  or any right to subscribe  for,  purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or
to receive  any other  right,  the  Corporation  shall mail to each holder of 5%
Preferred Stock at least 10 days prior to the date specified  therein,  a notice
specifying  the date on which any such  record is to be taken for the purpose of
such dividend,  distribution,  security or right and the amount and character of
such dividend, distribution, security or right.

          (f) Issue Taxes. The Corporation shall pay any and all issue and other
taxes, excluding any income,  franchise or similar taxes, that may be payable in
respect of any issue or  delivery  of shares of Common  Stock on  conversion  of


                                       S-5

<PAGE>


shares of 5%  Preferred  Stock  pursuant  hereto;  provided,  however,  that the
Corporation  shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such conversion.

          (g)  Reservation of Stock Issuable Upon  Conversion.  The  Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of the 5% Preferred Stock,  such number of its shares of Common Stock
as shall  from  time to time be  sufficient  to  effect  the  conversion  of all
outstanding  shares of the 5% Preferred  Stock, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then  outstanding  shares of the 5% Preferred  Stock,  the
Corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to such  number  of  shares  as  shall be  sufficient  for such  purpose,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder approval.

          (h) Fractional  Shares.  No fractional shares shall be issued upon the
conversion  of any share or shares of 5% Preferred  Stock.  All shares of Common
Stock (including  fractions  thereof)  issuable upon conversion of more than one
share of 5% Preferred Stock by a holder thereof shall be aggregated for purposes
of  determining  whether  the  conversion  would  result in the  issuance of any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of a fraction of a share of Common Stock, the Corporation
shall,  in lieu of  issuing  any  fractional  share,  pay the  holder  otherwise
entitled to such  fraction a sum in cash equal to the fair market  value of such
fraction on the date of conversion  (as determined in good faith by the Board of
Directors).

          (i) Notices.  Any notice  required by the provisions of this Section 5
to be given to the holders of shares of 5% Preferred Stock shall be deemed given
if deposited in the United States mail,  postage prepaid,  and addressed to each
holder of record at its address appearing on the books of the Corporation.

          (j)  Reorganization  or Merger.  In case of any  reorganization or any
reclassification of the capital stock of the corporation or any consolidation or
merger of the Corporation with or into any other  corporation or corporations or
a sale of all or substantially all of the assets of the Corporation to any other
person,  and the  holders  of 5%  Preferred  Stock do not  elect  to treat  such
transaction as a  liquidation,  dissolution or winding up as provided in Section
3,  then,  as  part of  such  reorganization,  consolidation,  merger  or  sale,
provision  shall  be  made  so that  each  share  of 5%  Preferred  Stock  shall
thereafter be convertible into the number of shares of stock or other securities
or property (including cash) to which a holder of the number of shares of Common
Stock deliverable upon conversion of such share of 5% Preferred Stock would have
been  entitled  upon the record date of (or date of, if no record date is fixed)
such event and, in any case,  appropriate adjustment (as determined by the Board
of Directors)  shall be made in the  application  of the  provisions  herein set
forth with respect to the rights and interests  thereafter of the holders of the
5%  Preferred  Stock,  to the end that the  provisions  set forth  herein  shall
thereafter be applicable, as nearly as equivalent as is practicable, in relation
to any shares of stock or the securities or property (including cash) thereafter
deliverable upon the conversion of the shares of 5% Preferred Stock.


                                       S-6

<PAGE>


     6. Mandatory Redemption.

          (a) On  December  31,  2002 (the  "Mandatory  Redemption  Date"),  the
Corporation shall redeem all of the outstanding shares of the 5% Preferred Stock
at a  redemption  price  equal to the  Liquidation  Preference  (the  "Mandatory
Redemption Price").

          (b) At least 30 days prior to the Mandatory  Redemption Date,  written
notice (the "Mandatory  Redemption Notice") shall be mailed, first class postage
prepaid,  by the Corporation to each holder of record of the 5% Preferred Stock,
at the address  last shown on the records of the  Corporation  for such  holder,
notifying such holder of the redemption  which is to be effected,  the Mandatory
Redemption Date, the Mandatory  Redemption Price, the place at which payment may
be obtained and calling  upon each such holder to surrender to the  Corporation,
in the  manner  and at the  place  designated,  a  certificate  or  certificates
representing  the total  number of shares  of 5%  Preferred  Stock  held by such
holder.  On or after the Mandatory  Redemption Date, each holder of 5% Preferred
Stock  shall  surrender  to the  Corporation  the  certificate  or  certificates
representing  the shares of 5%  Preferred  Stock  owned by such holder as of the
Mandatory  Redemption  Date,  in the manner and at the place  designated  in the
Mandatory  Redemption  Notice,  and thereupon the Mandatory  Redemption Price of
such shares  shall be payable to the order of the person  whose name  appears on
such  certificate  or  certificates  as the owner  thereof and each  surrendered
certificate shall be cancelled.

          (c) From and after the Mandatory  Redemption Date,  unless there shall
have been a default in payment of the Mandatory  Redemption Price, all rights of
the holders of shares which have been redeemed  (except the right to receive the
Mandatory Redemption Price without interest upon surrender of the certificate or
certificates  representing such shares) shall cease with respect to such shares,
and  such  shares  shall  not  thereafter  be  transferred  on the  books of the
Corporation or be deemed to be outstanding for any purpose whatsoever.

     7. Forced Conversion.

          (a) From and after 540 days after the date of issuance of 5% Preferred
Stock to the  holders,  the  Corporation  may force  all,  but not some,  of the
holders to convert  their 5%  Preferred  Stock  pursuant to Section 6 above (the
"Forced Conversion"); provided, however, that the Corporation may not force such
conversion  unless and until the shares Common Stock issuable upon conversion of
the 5% Preferred  Stock are registered  for resale by an effective  registration
statement under the Securities Act of 1933, as amended (the "Act"), or otherwise
may be sold under Rule 144(k) under the Act and the Corporation's transfer agent
has accepted an instruction from the Corporation to that effect.

          (b) At least 30 days prior to the Forced  Conversion,  written  notice
(the "Forced Conversion  Notice") shall be mailed,  first class postage prepaid,
by the  Corporation to each holder of record of the 5% Preferred  Stock,  at the
address last shown on the records of the Corporation for such holder,  notifying
such holder of the forced  conversion  which is to be effected.  On or after the
date of the Forced Conversion, each holder of 5% Preferred Stock shall surrender
to the Corporation the  certificate or certificates  representing  the specified
percentage  of shares of 5% Preferred  Stock owned by such holder as of the date
of the  Forced  Conversion,  in the manner  and at the place  designated  in the


                                       S-7

<PAGE>


Forced Conversion  Notice, and thereupon the Corporation shall issue and deliver
shares of Common Stock to the holders,  in the number and manner as set forth in
Section 5 above.

     8. Other Provisions. For all purposes of this Resolution, the term "date of
issuance" shall mean the day on which shares of the 5% Preferred Stock are first
issued  by the  Corporation,  and the terms  "lowest  trading  price,"  "highest
trading price," "closing price" and "trading days" shall have the meanings given
them in Section  5(c)(iv)  hereof.  Any provision herein which conflicts with or
violates  any  applicable  usury  law  shall be seemed  modified  to the  extent
necessary to avoid such conflict or violation.

     9.  Restrictions and Limitations.  The Corporation  shall not undertake the
following  actions  without  the  consent of the holders of a majority of the 5%
Preferred Stock outstanding: (i) modify its Certificate of Designation or Bylaws
so as to amend or change any of the rights, preferences, or privileges of the 5%
Preferred  Stock,  (ii) authorize or issue any other  preferred  equity security
senior to or on a parity  with the 5%  Preferred  Stock,  or (iii)  purchase  or
otherwise  acquire for value any Common  Stock or other  equity  security of the
Corporation  either  junior or senior  to or on a parity  with the 5%  Preferred
Stock while there exists any  arrearage in the payment of  cumulative  dividends
hereunder.

     10. Voting Rights. Except as provided herein or as provided for by law, the
5% Preferred Stock shall have no voting rights.

     11.  Attorneys' Fees. Any holder of 5% Preferred Stock shall be entitled to
recover  from the  Corporation  the  reasonable  attorneys'  fees  and  expenses
incurred by such holder in  connection  with  enforcement  by such holder of any
obligation of the Corporation hereunder.

     IN WITNESS WHEREOF,  the Company has caused this Certificate of Designation
of Series B 5% PIK Cumulative Convertible Preferred Stock to be duly executed by
its President and attested to by its Secretary and has caused its corporate seal
to be affixed hereto, this 30th day of December, 1997.

                                            PEASE OIL AND GAS COMPANY



                                            By /s/ Willard H. Pease, Jr.
                                               ---------------------------------
                                               Willard H. Pease, Jr., President

ATTESTED:



By /s/ Patrick J. Duncan
   ------------------------------------
      Patrick J. Duncan, Secretary





                                       S-8

<PAGE>


STATE OF COLORADO                   )
                                    ) ss.
COUNTY OF MESA                      )

     Subscribed,  acknowledged and sworn to before me this 30th day of December,
1997, by Willard H. Pease, Jr.

     Witness my hand and official seal.

     My commission expires: 11/14/98
                                            /s/ Virginia Cherry
                                            ------------------------------------
                                            Notary Public


STATE OF COLORADO                   )
                                    ) ss.
COUNTY OF MESA                      )

     Subscribed,  acknowledged and sworn to before me this 30th day of December,
1997, by Patrick J. Duncan.

     Witness my hand and official seal.

     My commission expires: 11/14/98
                                            /s/ Virginia Cherry
                                            ------------------------------------
                                            Notary Public

                                      S-9