INCENTIVE DEFERRED COMPENSATION AGREEMENT
                                                              
                                                              
                                                              


          This Incentive Deferred Compensation Agreement is made  effective
          as of the ____ day of March, 1998, by and between GLOBAL COMBINED
          TECHNOLOGIES, INC., an Oklahoma  corporation (the "Company")  and
          DALE E. HIGGANBOTHAM ("Higganbotham").

                                             W I T N E S S E T H:

          WHEREAS, simultaneously with the execution of this Agreement, the
          Company  and  Higganbotham  have   entered  into  an   Employment
          Agreement for the employment of Higganbotham by Company;

          WHEREAS, pursuant  to Exhibit  A  of said  Employment  Agreement,
          Higganbotham may be entitled  to incentive deferred  compensation
          in the event certain economic criteria are satisfied;

          WHEREAS, the  parties  wish to  define  the terms  governing  the
          incentive  deferred  compensation  in  the  event  the   economic
          criteria and the terms and conditions of the Employment Agreement
          are satisfied.

          NOW, THEREFORE, in  consideration of the  foregoing premises  and
          the  mutual  covenants  herein  set  forth,  the  parties  hereby
          covenant and agree as follows:

          1.   In the event  Higganbotham satisfies  the economic  criteria
               set forth in the Employment Agreement  for such year and  is
               entitled to incentive  deferred compensation, the  incentive
               deferred compensation shall be governed by the terms of this
               Agreement. 

          2.   In the  event Higganbotham  should  die or  become  disabled
               during the  term  of the  Employment  Agreement, or  if  the
               Employment Agreement  is  not  renewed  by  Company  at  the
               expiration of the initial  term or any  renewal term, or  in
               the event  Company  would  terminate  Employee's  employment
               without  cause  pursuant   to  Section   10(a)(iv)  of   the
               Employment Agreement,  all incentive  deferred  compensation
               earned shall  be vested  in full  and  shall be  payable  to
               Higganbotham and/or his designated beneficiary at that time.
                For purposes of this  Paragraph, the term "disabled"  shall
               have the meaning set forth in said Employment Agreement.

          3.   In the event Higganbotham  discontinues employment with  the
               Company during the initial term or any renewal term of  this
               Employment Agreement or if  Higganbotham does not renew  the
               Employment Agreement at the  expiration of the initial  term
               or any renewal term  and such discontinuation of  employment
               is not  a  result  of Higganbotham  becoming  disabled,  the
               vested portion of his deferred compensation account will  be
               paid to him at said time and all non-vested amounts will  be
               forfeited. Provided, however, if Higganbotham would  violate
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               the terms of his covenant not to compete and confidentiality
               agreement as set forth in Sections 8 and 9 of his Employment
               Agreement, the vested portion  of his deferred  compensation
               account will likewise be forfeited.  The incentive  deferred
               compensation shall vest according to the following schedule:

               Years of Service With Company or its
                                                  
                                                  
                                                       Percentage of Vested
                                                                          
                                                                          
                                                                          
               Subsidiaries from the Effective Date
                                                  
                                                  
                                                             Interest
                                                                    
                                                                    
                                                                    
                       of This Agreement
                                       
                                       
                                       

                    Less than 1 year                        0%
                    One year                         33%
                    Two years                        67%
                    Three years                          100%

          This vesting schedule  shall apply separately  to each year  that
          incentive deferred compensation  is earned  by Higganbotham  upon
          the satisfaction  of  the  economic criteria  set  forth  in  the
          Employment Agreement.  Provided,  however, Higganbotham shall  be
          vested fully in all amounts hereunder  on March 13, 2003 and  all
          amounts due  hereunder  shall  be  paid  to  him  on  such  date,
          notwithstanding  the  fact  that  Higganbotham  continues  to  be
          employed by the Company. 

          By way of  illustration, if Higganbotham  satisfied the  economic
          criteria for years 1 and 2 of  the Agreement, at the end of  year
          2, Higganbotham would be 67% vested as to the incentive  deferred
          compensation credited  in  year  1  and  33%  vested  as  to  the
          incentive deferred compensation credited in year 2.

          4.   No deferred compensation  shall be paid  under the terms  of
               this Agreement in the event Higganbotham is discharged  from
               the service of the Company for cause.  For purposes of  this
               Paragraph, the term "cause" shall have the meaning set forth
               in Section 10(a)(iv) of said Employment Agreement

          5.   Higganbotham shall  not have  the  right to  commute,  sell,
               transfer, assign or  otherwise convey the  right to  receive
               any payments under the  terms of this  Agreement.  Any  such
               attempted  assignment  or  transfer  shall  terminate   this
               Agreement and the  Company shall have  no further  liability
               hereunder.

          6.   It is  the  intention  of the  parties  that  the  incentive
               deferred  compensation   to  be   payable  to   Higganbotham
               hereunder (if applicable)  shall be  includable for  Federal
               Income Tax  purposes in  his,  or such  beneficiary's  gross
               income  only  in  the  taxable  year  in  which  he  or  the
               beneficiary actually receives the payment and Company  shall
               be entitled to deduct  such incentive deferred  compensation
               as a business expense  in its Federal  Income Tax return  in
               the  taxable  year  in  which   such  payment  is  made   to
               Higganbotham or his beneficiary.
<PAGE>





          7.   Nothing contained in this Agreement shall in any way  affect
               or interfere  with the  right of  Higganbotham to  share  or
               participate in  a  retirement plan  of  the Company  or  any
               profit sharing, bonus  or similar plan  in which  he may  be
               entitled to  share  or participate  as  an employee  of  the
               Company.

          8.   This  Agreement   shall   be   binding   upon   the   heirs,
               administrators,  executors,   successors  and   assigns   of
               Higganbotham and  the successors  and assigns  of Company.  
               This Agreement shall  not be modified  or amended except  in
               writing signed by both parties.

          9.   This Agreement shall be subject  to and construed under  the
               laws of the State of Oklahoma. 

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

                                        GLOBAL COMBINED TECHNOLOGIES, INC.




               By:__________________________________
                                            



               ____________________________________
                                        DALE E. HIGGANBOTHAM























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