AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES AND COMPENSATION

     This  Amendment  No.  1  dated  and effective this 21st day of August, 2000
(hereinafter  the  "Amendment")  to  the Agreement for Professional Services and
Compensation  dated December 27, 1999, by and among Seneca Energy Partners L.P.,
a  Texas Limited Liability Partnership ("Seneca"), its general partner, Lonestar
Investment  Management,  L.L.C.  ("Lonestar"), a Texas Limited Liability Company
and  Affiliated  Resources  Corporation,  a  Colorado  corporation  (hereinafter
referred to as the "Agreement") seeks to add additional parties to the Agreement
and  to clarify specific terms in the Agreement; which Amendment is by and among
Seneca,  Lonestar  , Affiliated, Michael R. Bradle, a Texas resident ("Bradle"),
and  Jay  R.  Beatty,  a  Texas  resident  ("Beatty").

     WHEREAS,  Bradle  and  Beatty  actually  owned  the 85% limited partnership
interests  in Seneca which were sold and transferred to Affiliated for the stock
option  to  purchase  425,000  shares  of  Affiliated  common  stock;  and

     WHEREAS, the Agreement specifically stated that it was Seneca that sold 85%
of  its  limited  partnership  interests to Affiliated which was not technically
accurate;  and

     WHEREAS,  Bradle,  Beatty  and  Seneca want to clarify this inaccuracy; and

     WHEREAS,  Affiliated  desired  management services from Lonestar in putting
together  oil  and  gas  programs  for  Affiliated;  and

     WHEREAS,  there  is  no  delineation  in  the Agreement of exactly what the
specific  compensation  was  for  the  management  services  or  the  specific
compensation for the sale of the 85% of Bradle and Beatty's  limited partnership
interests  in  Seneca  and  the  parties  desire  clarification  of  same;

     NOW, THEREFORE, in consideration of the compensation stated hereinabove and
in  the  Agreement and the mutual covenants and agreements contained herein, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:

     1.     Distinction  of  Compensation  and  Correction  of  Inaccurate
Information.  Subject to the terms  and conditions of the Agreement, the parties
hereto  will  characterize  the compensation paid by Affiliated in the following
manner:  (i)  the  irrevocable  option  granted  to Lonestar to purchase 425,000
shares  of  common  stock of Affiliated for the exercise price of $.10 per share
was  the consideration for the sale by Bradle and Beatty of 85% of their limited
partnership  interests in Seneca; and (ii) the issuance of 800,000 common shares
of  Affiliated  was  compensation  to  Lonestar  for  its management services in
organizing  oil and gas programs for Affiliated. This Amendment hereby adopts by
reference,  as  if  fully  set  forth herein, the Agreement and all exhibits and
attachments  thereto.


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     2.     Miscellaneous.

           (a)     Amendment.  This  Amendment  may  be  amended  only  by  an
instrument  in  writing  executed  by  the party against whom enforcement of the
amendment  is  sought.

          (b)     Complete Agreement. This Amendment together with the Agreement
shall  constitute  all  the  term  and conditions and obligations concerning the
parties.  Any  and  all terms not specifically covered within this Amendment are
set  forth  at  length  in  the  Agreement  and  are  incorporated
 herein  by  reference  except  that  in  the  event  of a conflict between this
Amendment  and  the  Agreement,  the Agreement shall prevail. This Amendment may
only  be  modified  in  a  writing signed by all the parties hereto. The parties
shall  execute  and  deliver  such additional documents and take such additional
actions  as  any such party may reasonably deem to be practical and necessary or
advisable in order to effect and consummate the transactions contemplated by the
Agreement  or  this  Amendment

     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  day  and  year  first  written  above  in  Killeen,  Texas.


                                    AFFILIATED RESOURCES CORPORATION


                                    By:  _____________________________
                                         Peter C. Vanucci



                                   SENECA ENERGY PARTNERS L.P.



                                    By:  _____________________________
                                         Lonestar Investment Management, LLC,
                                         General Partner

<PAGE>

                                         ___________________________________
                                         Michael R. Bradle, Limited Partner



                                         ___________________________________
                                         Jay R. Beatty, Limited Partner



                                   LONESTAR INVESTMENT MANAGEMENT, LLC


                                    By:  _____________________________
                                         Michael R. Bradle, President