POST-PETITION LOAN AND SALE AGREEMENT


     AGREEMENT made this day of July 1996, by and between
PEMBROOKE HOLDING CORPORATION ("Pembrooke"), with offices located
at 25 Montgomery Street, New York, New York, and PETRO UNION,
INC. (the "Debtor"), with offices located at 224 West Main
Street, Suite 1, Booneville, Indiana 47601.

                           W I T N E S S E T H:

     WHEREAS, the Debtor filed a voluntary petition under Chapter
11 of Title 11 of the United States Code (the "Bankruptcy Code")
on May 13, 1996 (the "Filing Date") in the United States
Bankruptcy Court for the Southern District of Indiana (the
"Bankruptcy Court"); and

     WHEREAS, since the Filing Date, the Debtor has continued in
possession and management of its property as a
debtor-in-possession pursuant to 11 U.S.C. Sections 1107 and
1108; and

     WHEREAS, the Debtor is currently engaged in oil drilling
activities in among other states, Illinois and Texas, and has
requested that Pembrooke provide a working capital loan for
continued business operations and acquire partial ownership of
certain drilling interests; and

     WHEREAS, Pembrooke has agreed to make a working capital loan
to the Debtor and to acquire by assignment a fifty percent
working interest in those oil wells located in the Hayes Oil
Field in Douglas and Champagne counties, Illinois (the "Hayes Oil
Field") which are financed for drilling by Pembrooke (hereinafter
the "Fifty Percent Working Interest"), subject to existing
royalty agreements and other working interests, on the terms and
conditions set forth below. 

     NOW, THEREFORE, in consideration of the promises and mutual
obligations herein set forth and other good and valuable
consideration, the parties agree as follows:

I.   THE LOAN

     1.01. Subject to the terms and conditions hereof, Pembrooke
shall loan to the Debtor the sum of $150,000.00 (the "Loan") as
follows:

     1.02. Upon entry of a final order approving this Agreement
by the Bankruptcy Court, Pembrooke shall loan to the Debtor the
sum of $150,000.00 for an initial term of one hundred eighty
(180) days (the "Initial Term") as evidenced by a promissory note
in form and content satisfactory to Pembrooke and Pembrooke's
counsel which meets the requirements of the requirements of the
 Uniform Commercial Code in terms of negotiability.  The proceeds
of the Loan shall be used solely by Debtor for reasonable and
necessary operating expenses as set forth on the attached budget
annexed hereto as Exhibit "A". 

     1.03.  The Loan shall not bear interest so long as one of
the following conditions are satisfied within the Initial Term:
(i) the Loan is repaid, in full, or (ii) the Debtor files a plan
of reorganization and disclosure statement with the Clerk of the
Bankruptcy Court containing the provisions set forth below and
the Bankruptcy Court confirms the filed plan of reorganization
within seventy-five (75) days after filing by entry of a final
order of confirmation (the "Interest Waiver Events").  Such plan
of reorganization shall provide, inter alia, that this Agreement
is reaffirmed and ratified by the Debtor as a Reorganized Debtor
in its entirety (hereinafter Debtor following confirmation of a
plan of reorganization is referred to as the "Reorganized
Debtor"), with the sole exception that the Loan shall be subject
to the following alternate treatment in bankruptcy:

          (i)  The Loan and the underlying promissory note shall
               be replaced and superseded by a secured Debenture
               (the "Debenture") in form and content satisfactory
               to Pembrooke and Pembrooke's counsel in the
               principal sum of $150,000.00.

          (ii) The Debenture shall bear interest at a fixed rate
               of eight percent (8%) per annum and shall be
               fully due and payable two years after the entry of
               a final order confirming the Debtor's plan of
               reorganization by the Bankruptcy Court (the
               "Maturity").

         (iii) Interest on the Debenture shall be payable on the
               first day of each month, in equal consecutive
               monthly installments, with the first payment due
               thirty (30) days after entry of a final order
               confirming the Debtor's plan of reorganization by
               the Bankruptcy Court.  No principal shall be due
               until Maturity of the Debenture, whereupon the
               entire principal amount shall become fully due and
               payable, together with any unpaid interest and
               other expenses.

          (iv) The Debenture shall be convertible, at Pembrooke's
               sole option, into registered common stock of the
               Reorganized Debtor at the rate of 12.5 cents per
               share, or 1.2 million shares, if the principal
               amount of the Debenture is fully covered (the
               "Conversion Option").

          (v)  Within thirty (30) days after the entry of a final
               order confirming the Debtor's plan of
               reorganization by the Bankruptcy Court, the
               Reorganized Debtor, at its sole cost and expense,
               shall file a Registration Statement with the
               Securities and Exchange Commission seeking to
               register the common stock issuable upon exercise
               of the Conversion Option (the "Registration
               Statement") and take all appropriate action to
               cause the same to be declared effective and remain
               effective until the exercise of the Conversion
               Option or the full payment of the Debenture with
               all accrued interest, whichever shall first occur.

          (vi) The Debenture shall not be subject to prepayment
               penalty; however, prepayment may not be made
               unless and until the Registration Statement has
               been declared effective for at least thirty (30)
               days and the Reorganized Debtor has given at least
               thirty (30) days prior written notice of its 
               intent to prepay the Debenture, during which
               period of time Pembrooke may exercise the
               Conversion Option as provided in subparagraph (iv)
               above.

         (vii) Until such time as Pembrooke exercises the
               Conversion Option as provided in subparagraph (iv)
               above, if ever, the Debenture shall be secured by 
               a real property mortgage in form and content
               satisfactory to Pembrooke and Pembrooke's counsel
               covering fifty percent (50%) interest in certain
               limestone reserves owned by the Debtor's
               subsidiary, Calox Corporation, in Monroe County,
               Indiana.  To further induce Pembrooke to exercise
               the Conversion Option as provided in subparagraph
               (iv) above, upon such conversion, the Reorganized
               Debtor shall grant Pembrooke a continuing
               assignment of a ten percent (10%) interest in any
               royalties, profits or proceeds derived from the
               development or sale of the Limestone Reserves in
               Monroe, Indiana by the Debtor or Calox
               Corporation.

        (viii) The Debtor's plan of reorganization shall further
               provide that at Pembrooke's sole election,
               Pembrooke shall be eligible for 1.2 million free
               trading shares of the Reorganized Debtor's common
               stock upon the effective date of the plan of
               reorganization in lieu of receiving the principal
               amount of the Debenture and additional shares in
               lieu of accrued interest thereon calculated at a
               rate of eight shares per dollar, e.g., 12.5 cents
               per share in full satisfaction of the Loan.

          (ix) In addition to the foregoing, the Debtor's plan of
               reorganization shall provide that upon the
               Effective Date thereof, the Reorganized Debtor
               shall issue to Pembrooke a total of 2,333,334
               warrants (the "Warrants").  The Warrants shall be
               in form and content satisfactory to Pembrooke and
               Pembrooke's counsel and shall contain the
               following features:

               (a)  Each warrant may be exercised to acquire one
                    share of the common stock of the Reorganized
                    Debtor.

               (b)  The exercise price shall be 58% of the
                    closing bid price of the Reorganized Debtor's
                    common stock NASDAQ on the previous trading
                    day but in no case shall the exercise price
                    be less than fifteen cents ($.15) per share.

               (c)  The Warrants shall be exercisable for a
                    period of five (5) years from the date of
                    issue after which date they shall terminate
                    but the term of the Warrants shall be reduced
                    to a period of one (1) year from the date
                    that the registration statement registering
                    the common shares underlying the Warrants is
                    declared effective.

               (d)  The Reorganized Debtor to immediately proceed
                    to register the common shares underlying the
                    Warrants, use its best efforts to have said
                    Registration Statement declared effective
                    and maintain the effectiveness of the
                    Registration Statement during any period of
                    time that any warrants remain outstanding
                    subject to rights of exercise.

               (e)  The Warrants may not be transferred without
                    written approval of the Reorganized Debtor.

               (f)  The Warrants may not be called (a) until the
                    Registration Statement is in effect, (b) not
                    sooner than sixty (60) days after the closing
                    bid price of the Reorganized Debtor's stock
                    on NASDAQ first exceeds thirty-five cents
                    ($.35) per share, and (c) only if during said
                    sixty (60) day period such price exceeds
                    thirty-five cents ($.35) per share on fifteen
                    (15) consecutive trading days.

               (g)  The Reorganized Debtor shall have the
                    absolute right to call for redemption of one
                    half (1/2) of the issued and outstanding
                    Warrants and a conditional right to call the
                    other one half (1/2) of the issued and
                    outstanding Warrants.  Should an investment
                    of $175,000 be made into the Reorganized
                    Debtor as a result of the introduction of an
                    investor to the Reorganized Debtor by
                    Pembrooke, the call provision with respect to
                    the second half of the outstanding
                    Warrants shall expire and said Warrants shall
                    remain outstanding until they terminate.

     1.04.  In the event that neither of the Interest Waiver
Events occur in the time prescribed herein, or an Event of
Default occurs at any time which is not timely cured (if
curable) as provided in paragraph 5.02, infra, then in such
circumstance, (i) the Loan shall bear interest at a fixed rate of
eight percent (8%) per annum retroactive to entry of a final
order approving this Agreement; and (ii) all accrued interest and
principal with respect to the Loan shall become fully due and
payable five (5) days after notice is given by Pembrooke to the
Debtor.  

II.  SALE OF WORKING INTEREST IN THE HAYES OIL FIELD

     2.01.  In addition to the Loan, and upon entry of a final
order (i) approving this Agreement; and (ii) confirming that the
Debtor's oil and gas lease with Panhandle Eastern Pipe Line
Company ("Panhandle") for the Hayes Oil Field is currently valid
and enforceable and has been extended for a period up to and
including July 15, 1997 or for such lesser period as Pembrooke
and the Debtor may agree, the Debtor shall assign and transfer to
Pembrooke, and Pembrooke shall accept and acquire, the Fifty
Percent (50%) Working Interest (as that term is commonly used and
understood and previously defined herein) which equates to
40.625% of the Debtor's net income interest in the Hayes Oil
Field.  The assignment and transfer of the Fifty Percent (50%)
Working Interest shall be subject to mutually satisfactory
operating agreement relating to the well(s) to be developed in
the Hayes Oil Field.  

     2.02.  The purchase price for the assignment and transfer of
the Fifty Percent (50%) Working Interest to Pembrooke shall be
the sum of $130,000 (the "Purchase Price"), payable as follows:
(i) upon entry of a final order approving this Agreement,
Pembrooke shall pay the Debtor the initial sum of $78,000 to
enable the Debtor to begin drilling at the Hayes Oil Field; and
(ii) the balance of the Purchase Price (amounting to $52,000)
shall be paid by Pembrooke to the Debtor fourteen (14) days after
initiation of the first well for drilling and development in the
Hayes Oil Field.  The entire Purchase Price shall be used
exclusively by the Debtor for the drilling and development of
wells in the Hayes Oil Field.       

     2.03.  The assignment and transfer of the Fifty Percent
(50%) Working Interest to Pembrooke shall be absolute and
indefeasible and shall be free and clear of all liens, taxes and
encumbrances pursuant to Section 363(b) and (f) of the Bankruptcy
Code, but subject to an existing royalty interest of 18.75%
creating a net income interest at 81.25% owned by the Debtor, one
half is being assigned to Pembrooke pursuant to this Agreement
and conveyancing documents.

     2.04.  The assignment and transfer of the Fifty Percent
(50%) Working Interest to Pembrooke shall be memorialized by an
assignment of leasehold interest in recordable form or other like
conveyancing document in form and content satisfactory to
Pembrooke and Pembrooke's counsel. The costs and expenses of
preparing and filing the assignment of leasehold interest or
other like conveyancing document shall be the sole responsibility
of the Debtor. 

     2.05.  To the extent that additional financing is needed for
development of further wells in the Hayes Oil Field (whether by
loan, lease, sale or otherwise), the Debtor (or Reorganized
Debtor as the case may be) hereby grants Pembrooke a right of
first refusal to provide such additional financing.  To this end,
the Debtor (or Reorganized Debtor as the case may be) shall
notify Pembrooke in writing of its desire to obtain additional
financing for further development of wells in the Hayes Oil Field
and thereafter the Debtor shall negotiate with third parties. 
After the Debtor (or Reorganized Debtor) as the case may be) has
entered into a bona fide agreement with respect to the foregoing,
it shall give to Pembrooke and Pembrooke's counsel written notice
thereof, with a copy of such agreement, and Pembrooke shall have
the sole and exclusive right, within seven (7) business days of
receipt of such notice and such agreement, to provide such
additional financing on the same terms and conditions as set
forth therein.  If the amount involved in the bona fide agreement
for additional financing exceeds $150,000.  Then in such event
Pembrooke shall have fifteen (15) business days to exercise its
right of first refusal granted hereunder and provide such
additional financing on the same terms and conditions as set
forth therein.

     2.06.  Pembrooke's obligations hereunder to acquire the
Fifty Percent (50%) Working Interest are expressly conditioned
upon Pembrooke receiving an estoppel certificate in form and
content satisfactory to Pembrooke and its counsel from Panhandle,
as landlord, confirming that the Debtor's oil and gas lease for
the Hayes Oil Field is currently valid and enforceable and has
been extended for a period of up to and including July 15, 1997
or for such lesser period as Pembrooke and the Debtor may agree. 
Should Pembrooke fail to receive such estoppel certificate from
Panhandle prior to the Bankruptcy Court hearing to approve this
Agreement, then in such event, Pembrooke shall have the sole and
exclusive option to forego acquisition of the Fifty Percent (50%)
Working Interest.

III. SUPER PRIORITY EXPENSE CLAIM AND MORTGAGE

     3.01.  Pembrooke shall be allowed a super-priority
administration expense claim pursuant to 11 U.S.C. Section
364(c)(1) equal to the amount of the Loan plus any accrued
interest. This super-priority administration expense claim shall
have priority and payment over all other obligations or
liabilities now in existence or incurred hereafter by the Debtor
and all expenses of the kind specified in 11 U.S.C. Section
503(b) or 11 U.S.C. Section 507(b), subject only to the payment
of professional fees incurred during the Debtor's Title 11 case
as fixed and determined by the Bankruptcy Court and any quarterly
fees owed to the Office of the United States Trustee under Title
28 of the United States Code.

     3.02.  In addition to the foregoing and as further security
for the prompt and full payment of the Loan, the Debtor shall
cause its subsidiary, Calox Corporation, to execute a mortgage to
Pembrooke in form and content satisfactory to Pembrooke and
Pembrooke's counsel covering a fifty percent (50%) interest in
certain limestone reserves owned by Calox Corporation in Monroe
County, Indiana (hereinafter the "Monroe County Reserves").  The
costs and expenses of preparing and filing this mortgage shall be
the sole responsibility of the Debtor or Calox Corporation.

IV.  REPRESENTATIONS

     In order to induce Pembrooke to enter into this Agreement
and to make the Loan and acquisition hereunder, the Debtor
represents and warrants to Pembrooke that:

     4.01.  Corporate Authority.  The execution, delivery and
performance of this Agreement and the transactions contemplated
hereby including the assignment of the Fifty Percent (50%)
Working Interest and the mortgage with respect to the Monroe
County Reserves are within the corporate power and authority of
the Debtor and its affiliate, Calox Corporation, and have been
authorized by all necessary corporate proceedings, and do not and
will not (i) require any consent or approval of the shareholders
of the Debtor or Calox Corporation; (ii) contravene any provision
of the charter documents or bylaws of the Debtor or Calox
Corporation, or any law, rule or regulation applicable to the
Debtor or Calox Corporation; (iii) contravene any provision of,
or constitute an event of default or event that, but for the
requirement that time elapse or notice be given, or both, would
constitute an event of default under, any other agreement,
instrument, order or undertaking binding on the Debtor or Calox
Corporation; or (iv) result in or require the imposition of any
encumbrance on any of the properties, assets or rights of Debtor
or Calox Corporation except as contemplated hereby.

     4.02.  Valid Obligations.  This Agreement, the assignment of
Fifty Percent (50%) Working Interest and the mortgage with
respect to Monroe County Reserves are the legal, valid and
binding obligations of the Debtor or Calox Corporation as
approved by the Bankruptcy Court, enforceable in accordance with
their respective terms, notwithstanding any bankruptcy,
insolvency, reorganization, moratorium and/or other laws
affecting the enforcement of creditors' rights generally.

     4.03.  Consents or Approvals.  The execution, delivery and
performance of this Agreement, and the transactions contemplated
hereby including the assignment of the Fifty Percent (50%)
Working Interest and mortgage with respect to the Monroe County
Reserves do not require any approval or consent of, or filing or
registration with, any governmental or other agency or authority,
or any other party, other than the Bankruptcy Court.

     4.04.  Hayes Oil Field Working Interest.  The Debtor
currently leases the Hayes Oil Field in consideration for an
18.75% royalty interest under a currently valid and enforceable
oil and gas lease with Panhandle, as landlord, that has been
extended for a period up to and including July 15, 1997 or for
such lesser period as Pembrooke and the Debtor may agree; and the
Debtor is authorized and empowered to assign and transfer, in
whole or part, the remaining 81.25 percent net income interest in
the Hayes Oil Field, subject to an existing 12.5% working
interest previously reserved by Joseph Wilderman. 

V.   BORROWER'S COVENANTS

     So long as the loan remains outstanding or Pembrooke owns a
working interest in the Hayes Oil Field, the Debtor covenants as
follows:

     5.01.  Information.  The Debtor will deliver to Pembrooke
all information concerning the business of the Debtor as
Pembrooke shall reasonably request and provide Pembrooke and
Pembrooke's counsel with copies of all operating reports as may
be filed with the Bankruptcy Court.  All financial information
provided hereunder other than public filings with the Bankruptcy
Court, Securities Exchange Commission or otherwise shall be
deemed confidential and shall not be released to any third party
without the written consent of the Debtor.

     5.02.  Compliance with Laws.  The Debtor shall duly observe
and comply in all material respects with all applicable laws and
requirements of any governmental authorities and relative to: (i)
its corporate existence, rights, licenses, and franchises; (ii)
the conduct of its business and its property and assets; and
(iii) shall maintain and keep in full force and effect all
licenses and permits necessary in any material respect to the
proper conduct of its business.

     5.03.  Maintain Properties and Insurance.  The Debtor shall
maintain its equipment and machinery in good repair, working
order and condition as required for the normal conduct of its
business and shall adequately insure same and name Pembrooke as
an additional insured or loss payee (as the case may be) on all
such insurance and provide Pembrooke with written confirmation of
same.

     5.04.  Taxes.  The Debtor shall pay or cause to be paid all
taxes, assessments or governmental charges on or against it or
its properties on or prior to the time when they become due
arising subsequent to the Filing Date, provided that this
covenant shall not apply to any tax, assessment or charge that is
being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been established and are
being maintained in accordance with generally accepted principles
if no lien shall have been filed to secure such tax, assessment
or charge.

     5.05.  Inspection.  The Debtor shall permit Pembrooke or its
designee(s), at any reasonable time and at reasonable intervals
of time, and upon reasonable notice (or if an Event of Default
shall have occurred and is continuing, at any time and without
prior notice), for the purposes of ascertaining compliance with
this Agreement, to (i) visit and inspect the properties of the
Debtor, (ii) examine and make copies of and take abstract from
the books and records of the Debtor and (iii) discuss the
affairs, finances and accounts of the Debtor with their
appropriate officers, employees and accountants.

     5.06.  Preservation of Corporate Existence.  The Debtor
shall maintain the corporate existence of each of the Debtor and
Calox Corporation, their respective rights, franchises and
privileges, and cause each to qualify and remain qualified as a
foreign corporation in each jurisdiction in which qualification
is necessary in view of their respective business and operations.

     5.07.  Payment of Debts.  The Debtor shall pay and discharge
all taxes, assessments and governmental charges or levies imposed
upon the Debtor, its income or profits and any property belonging
to it and make timely payment of its other obligations and debts,
and all lawful claims which if unpaid might become a lien or a
charge upon any properties of the Debtor, other than the
indebtedness existing immediately prior to the Filing Date which
is stayed by the bankruptcy proceeding.

     5.08.  Maintenance of Insurance.  The Debtor shall maintain
insurance with reputable and licensed insurance companies, in
such amounts and covering such risks as are usually carried by
companies engaged in similar businesses and owning similar
properties in the same general areas in which the Debtor
operates.

     5.09  Records and Books of Account.  The Debtor shall keep
accurate records and books of account in which complete entries
will be made in accordance with generally accepted accounting
principles consistently applied, reflecting all transactions of
the Debtor, and give Pembrooke and its representatives access to
all of the same and all other corporate records of the Debtor
during normal business hours and upon reasonable prior notice.

     5.10.  Filing of a Plan of Reorganization and Disclosure
Statement.  The Debtor shall proceed in a reasonable time and
manner to file a plan of reorganization and disclosure statement
with the Bankruptcy Court.  Any such plan of reorganization or
disclosure statement shall expressly incorporate this Agreement
in its entirety and be fully consistent with all of the terms
hereof.

VI.  CALOX CORPORATION'S COVENANTS

     6.01.  So long as Pembrooke shall have an interest in the
Debtor or Reorganized Debtor in any capacity (i.e. secured
creditor or equity holder), Calox Corporation covenants that it
will not assign, encumber, hypothecate, mortgage or otherwise
dispose, sell and transfer any interest in the Monroe County
Reserves without the prior written consent and authorization of
Pembrooke.  Notwithstanding the foregoing, Calox Corporation may
mortgage its Fifty Percent (50%) Working Interest in the Monroe
County Reserves which is not subject to Pembrooke's mortgage,
without Pembrooke's written consent.

VII.  DEFAULT

     7.01.  The following shall constitute an "Event of Default":

          (a)  if there is a default in the payment of the Loan
               due Pembrooke by the Debtor as provided herein; or

          (b)  any violation or breach of the representation(s)
               and covenant(s) made by the Debtor hereunder or
               with respect to the mortgage pertaining to the
               Monroe County Reserves; or

          (c)  there shall occur any material adverse change in
               the assets, liabilities, financial condition,
               business or prospects of the Debtor, taken as a
               whole, as determined by Pembrooke acting in good
               faith;

          (d)  appointment of a trustee or other fiduciary for
               the Debtor or the property of the estate of the
               Debtor; or

          (e)  conversion of the Debtor's Chapter 11 case to a
               case under Chapter 7 of the Bankruptcy Code.

     7.02.  If an Event of Default occurs which is not cured
within ten (10) business days after written notice to the Debtor
and its counsel (other than non-monetary defaults under
subparagraphs 5.01(b), 5.01(d) or 5.01(e), which are not subject
to cure), then the Loan shall become immediately due and payable
with all accrued interest (the "Accelerated Debt") and Pembrooke
shall be authorized to move before the Bankruptcy Court on an
expedited basis to obtain payment of its super priority claim
granted hereunder and foreclose on the mortgage pertaining to the
Monroe County Reserves on three (3) days notice to the Debtor and
its counsel, counsel to the Official Committee of Unsecured
Creditors if appointed in the Debtor's Chapter 11 case, the
Office of the United States Trustee and any other party-in-
interest filing a notice of appearance and request for service of
papers in Debtor's bankruptcy case.

VIII. BANKRUPTCY COURT APPROVAL

     8.01.  This Agreement and the transactions contemplated
hereby are subject to the approval of the Bankruptcy Court having
jurisdiction over the Debtor's Chapter 11 case and the Debtor
shall move promptly to obtain such approval on notice to all
necessary creditors and other parties-in-interest as required by
applicable bankruptcy law and rules.

     8.02.  This Agreement shall become binding and effective
upon the entry of a final order of the Bankruptcy court having
jurisdiction over the Debtor's Chapter 11 case in form and
content satisfactory to Pembrooke and Pembrooke's attorneys
authorizing, inter alia, the Debtor to enter into this Agreement
and the transactions contemplated herein, including assignment
and transfer of the Fifty Percent (50%) Working Interest, free
and clear of all liens, taxes and encumbrances, and granting
Pembrooke a super priority administration expense claim pursuant
to Section 364(c)(1) of the Bankruptcy Code and mortgage
pertaining to the Monroe County Reserves.

IX.  CONSULTING

     9.01.  The Debtor desires Pembrooke's principal, Norman
Alston, to provide, and Mr. Alston is willing to provide,
consulting services to the Debtor and/or Reorganized Debtor as
the case may be on mutually acceptable terms and conditions
relating to the marketing and sale of limestone products for the
Initial Term and for six months thereafter.  In consideration for
his consulting services, the Reorganized Debtor shall grant
Norman Alston an option to acquire 1,500,000 "free trading"
shares of its common stock following confirmation of a plan of
reorganization, at a price equal to twenty percent (20%) of the
closing bid price thereof, on the day immediately preceding the
day of option exercise.  This option will be exercisable once the
closing bid price for the Reorganized Debtor's common stock has
been one dollar or more for ten (10) consecutive trading days and
the option granted to Norman Alston hereunder shall remain
exercisable for a period of one year from the entry of a final
order approving the Debtor's plan of reorganization by the
Bankruptcy Court.

     9.02.  As used throughout this Agreement, "free trading"
shares shall mean shares of the Reorganized Debtor's common stock
which have been registered under the Securities Act of 1993, as
amended, or are exempt from registration thereunder pursuant to
applicable provisions of applicable law, as confirmed by the
written opinion of the Reorganized Debtor's securities counsel in
form and content acceptable to Pembrooke and the Pembrooke's
counsel and issued by a law firm reasonably acceptable to Norman
Alston.

X.   MISCELLANEOUS PROVISIONS

     10.01.  All notices to be given hereunder shall be in
writing and deemed given if sent by a combination of overnight
mail and facsimile transmission addressed to the parties set
forth herein and their respective attorneys or such other
addresses as may be used from time to time.

     10.02.  If any provision of this Agreement shall be
determined to be invalid or unenforceable, it shall be the intent
and understanding of the parties that the remainder of this
Agreement shall continue in full force and effect.

     10.03.  This Agreement embodies the entire agreement and
understanding between the parties with respect to the subject
matter hereof and there are no agreements, representations,
promises, inducements or warranties, by whomever made, other than
those set forth, provided for or referred to herein.

     10.04.  This Agreement is binding and enforceable on the
parties' respective successors or assigns (including any trustee
or other fiduciary appointed as a legal representative of the
Debtor or with respect to the property of the estate of the
Debtor.

     10.05.  All documents, notes and/or instruments to be
executed in furtherance hereof that are made subject to Pembrooke
or Pembrooke's attorneys' satisfaction shall be deemed acceptable
if same meets commercially reasonable standards.

     10.06.  This Agreement may be signed in counterpart by
facsimile signature.

     IN WITNESS WHEREOF, the parties hereto have respectfully
signed and sealed this Agreement as of the 16th day of July,
1996.

                              PEMBROOKE HOLDING CORPORATION

                              By:
                                   Name:
                                   Title:


                              PETRO UNION, INC.

                              By:  /s/ Richard D. Wedel
                                   Name:  Richard D. Wedel
                                   Title:  President



ABOVE AGREED AND CONSENTED
TO AS RELATES TO CALOX CORPORATION

CALOX CORPORATION

By:  /s/ Homer Barton
     Name:  Homer Barton
     Title:  President