FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

      This  Fourth  Amendment  to Loan  and  Security  Agreement  (this  "Fourth
Amendment")  made and entered  into as of the 28th day of May,  2004,  is by and
between  LaSalle  Bank  National  Association,  a national  banking  association
("LENDER"),  with an office  located  at 3201  North  Ashland  Avenue,  Chicago,
Illinois 60657, and Consolidated Oil Well Services,  Inc., a Kansas corporation,
having its principal place of business at 211 West 14th Street,  Chanute, Kansas
66720 ("BORROWER").

                              W I T N E S S E T H:

      WHEREAS, prior hereto, Lender provided certain loans, extensions of credit
and other financial accommodations (the "Financial  Accommodations") to Borrower
pursuant to (a) that certain Loan and Security Agreement dated as of January 14,
2002, as amended by that certain First Amendment to Loan and Security  Agreement
dated as of  February  19,  2003,  that  certain  Second  Amendment  to Loan and
Security  Agreement dated as of April 25, 2003, and that certain Third Amendment
to Loan and Security  Agreement  dated as of April 19, 2004, each by and between
Borrower  and  Lender  (collectively  the "Loan  Agreement"),  and (b) the other
documents,  agreements  and  instruments  referenced  in the Loan  Agreement  or
executed and delivered pursuant thereto;

      WHEREAS,  Borrower has  requested  that Lender extend the maturity date of
the   Revolving   Loan  to  December   31,  2005  (the   "Additional   Financial
Accommodations"); and

      WHEREAS,   Lender  is  willing  to  provide   the   Additional   Financial
Accommodations,  but solely on the terms and subject to the provisions set forth
in this Fourth  Amendment and the other  agreements,  documents and  instruments
referenced herein or executed and delivered pursuant hereto.

      NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
understandings  of the  parties  hereto  set forth  herein  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  Lender  and  Borrower  hereby  agree as set forth in this  Fourth
Amendment.

I.    DEFINITIONS.

      A. USE OF DEFINED  TERMS.  Except as  expressly  set forth in this  Fourth
Amendment,  all terms which have an initial capital letter where not required by
the rules of grammar are used herein as defined in the Loan Agreement.

      B. AMENDED DEFINITIONS. Effective as of the date of this Fourth Amendment,
Section 1 of the Loan Agreement is hereby amended by deleting the definitions of
"Maturity  Date" and  "Revolving  Note" set forth in Section 1 and  substituting
therefor the following, respectively:


                                        1
<PAGE>

            "MATURITY DATE" shall mean December 31, 2005.

            "REVOLVING NOTE" shall mean that certain  Revolving Note dated as of
      May __, 2004,  executed  and  delivered by Borrower to Lender in a maximum
      aggregate  principal  amount not to exceed Two Million and no/100  Dollars
      ($2,000,000.00),  as such Revolving  Note is amended,  renewed or restated
      from time to time.

II.  CONDITIONS  PRECEDENT.   Lender's  obligation  to  provide  the  Additional
Financial  Accommodations  to  Borrower  is  subject  to  the  full  and  timely
performance of the following  covenants prior to or  contemporaneously  with the
execution of this Fourth Amendment:

      A.  Borrower  executing  and  delivering,  or causing to be  executed  and
delivered to Lender, the following documents, each of which shall be in form and
substance acceptable to Lender:

            (i) An  original  Secretary's  Certificate  of  even  date  herewith
            executed by the Secretary of Borrower to Lender;

            (iii) An original Reaffirmation of Continuing Unconditional Guaranty
            of even date  herewith  from each of Stanton  E. Ross and  Infinity,
            Inc.; and

            (vii) such other agreements, documents and instruments as Lender may
            reasonably request;

      B. No Event of Default or any event  which with  notice,  lapse of time or
both would  constitute an Event of Default exists under the Loan  Agreement,  as
amended by this Fourth Amendment, or the Other Agreements (hereinafter defined);

      C.  No  claims,   litigation,   arbitration  proceedings  or  governmental
proceedings not disclosed in writing to Lender prior to the date of hereof shall
be pending or known to be  threatened  against  Borrower  and no known  material
development  not so  disclosed  shall have  occurred in any claims,  litigation,
arbitration  proceedings or  governmental  proceedings so disclosed which in the
opinion of Lender is likely to  materially  or  adversely  affect the  financial
position  or  business  of  Borrower  or the  capability  of Borrower to pay its
obligations and liabilities to Lender; and

      D. There shall have been no material  or adverse  change in the  business,
financial  condition or results of operations  since the date of Borrower's most
recently delivered financial statements to Lender.

III.  CONFLICT.  If, and to the extent,  the terms and provisions of this Fourth
Amendment  contradict  or  conflict  with the terms and  provisions  of the Loan
Agreement,  the terms and provisions of this Fourth  Amendment  shall govern and
control;  provided,  however,  to the  extent the terms and  provisions  of this
Fourth  Amendment do not contradict or conflict with the terms and provisions of
the Loan  Agreement,  the Loan Agreement,  as amended by this Fourth  Amendment,
shall  remain in and have its  intended  full force and  effect,  and Lender and
Borrower hereby affirm, confirm and ratify the same.


                                      -2-
<PAGE>


IV.  SEVERABILITY.  Wherever  possible,  each provision of this Fourth Amendment
shall be  interpreted  in such  manner  as to be  valid  and  enforceable  under
applicable  law,  but if any  provision  of this Fourth  Amendment is held to be
invalid or  unenforceable by a court of competent  jurisdiction,  such provision
shall be severed  herefrom and such  invalidity  or  unenforceability  shall not
affect any other provision of this Fourth Amendment,  the balance of which shall
remain in and have its intended  full force and effect.  Provided,  however,  if
such provision may be modified so as to be valid and  enforceable as a matter of
law,  such  provision  shall be  deemed  to be  modified  so as to be valid  and
enforceable to the maximum extent permitted by law.

V.   REAFFIRMATION.   Borrower   hereby   reaffirms   and  remakes  all  of  the
representations,  warranties,  covenants,  duties,  obligations  and liabilities
contained in the Loan Agreement, as amended hereby.

VI. FEES,  COSTS AND EXPENSES.  Borrower  agrees to pay, upon demand,  all fees,
costs  and  expenses  of  Lender,  including,  but not  limited  to,  reasonable
attorneys'  fees, in connection with the  preparation,  execution,  delivery and
administration of this Fourth Amendment and the other agreements,  documents and
instruments executed and delivered in connection herewith or pursuant hereto.

VII.  RESERVATION OF RIGHTS.  Lender  continues to reserve all of its rights and
remedies,  including all security  interests,  assignments and liens pursuant to
the Loan Agreement and the Other Agreements,  as well as any rights and remedies
at law, in equity or otherwise. Nothing contained in this Fourth Amendment shall
be or be deemed a waiver of any presently  existing or any hereafter  arising or
occurring breach, default or event of default, including, nor shall preclude the
subsequent exercise of any of Lender's rights or remedies.

VIII.  CHOICE OF LAW. This Fourth  Amendment has been  delivered and accepted in
Chicago, Illinois, and shall be governed by and construed in accordance with the
laws of the  State of  Illinois,  regardless  of the laws that  might  otherwise
govern  under  applicable  principles  of  conflicts  of law as to all  matters,
including matters of validity, construction, effect, performance and remedies.

IX.  COUNTERPART.  This  Agreement may be executed in two or more  counterparts,
each of  which  will be  deemed  an  original,  but all of which  together  will
constitute one and the same instrument.

X. WAIVER OF JURY TRIAL.  BORROWER AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE
RIGHT TO TRIAL BY JURY.


                            [signature page follows]


                                      -3-
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have duly  executed  this Fourth
Amendment as of the date first written above.

<TABLE>
<CAPTION>
CONSOLIDATED OIL WELL SERVICES, INC., a Kansas corporation   LASALLE BANK NATIONAL ASSOCIATION, a national banking
                                                             association
<S>                                                          <C>
By: /s/ Stephen D. Stanfield                                 By: /s/ Debra Warner
    ------------------------------------------------------       --------------------------------------------------

Title:   President                                           Title: Assistant Vice President
      ----------------------------------------------------         -------------------------------------------------
</TABLE>


                                      -4-
<PAGE>

                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


      This  Fifth  Amendment  to  Loan  and  Security   Agreement  (this  "Fifth
Amendment")  made and entered  into as of the 9th day of July,  2004,  is by and
between  LaSalle  Bank  National  Association,  a national  banking  association
("LENDER"),  with an office located at 1000 South York Rd., Elmhurst,  IL 60126,
and  Consolidated  Oil Well  Services,  Inc., a Kansas  corporation,  having its
principal  place of  business at 211 West 14th  Street,  Chanute,  Kansas  66720
("BORROWER").

                              W I T N E S S E T H:

      WHEREAS, prior hereto, Lender provided certain loans, extensions of credit
and other financial accommodations (the "Financial  Accommodations") to Borrower
pursuant to (a) that certain Loan and Security Agreement dated as of January 14,
2002, as amended by that certain First Amendment to Loan and Security  Agreement
dated as of  February  19,  2003,  that  certain  Second  Amendment  to Loan and
Security  Agreement  dated as of April 25, 2003, that certain Third Amendment to
Loan and Security  Agreement dated as of April 19, 2004, and that certain Fourth
Amendment to Loan and Security  Agreement  dated as of May 28, 2004, each by and
between Borrower and Lender  (collectively  the "Loan  Agreement"),  and (b) the
other documents,  agreements and instruments referenced in the Loan Agreement or
executed and delivered pursuant thereto;

      WHEREAS,  Borrower  has  requested  that  Lender,  among other  things (a)
increase the principal  amount of Term Loan B, and (b) extend the maturity dates
of the Revolving  Loan and Term Loan B to December 31, 2007  (collectively,  the
"Additional Financial Accommodations"); and

      WHEREAS,   Lender  is  willing  to  provide   the   Additional   Financial
Accommodations,  but solely on the terms and subject to the provisions set forth
in this Fifth  Amendment and the other  agreements,  documents  and  instruments
referenced herein or executed and delivered pursuant hereto.

      NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
understandings  of the  parties  hereto  set forth  herein  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  Lender  and  Borrower  hereby  agree as set  forth in this  Fifth
Amendment.

I.    DEFINITIONS.

      A. USE OF  DEFINED  TERMS.  Except as  expressly  set forth in this  Fifth
Amendment,  all terms which have an initial capital letter where not required by
the rules of grammar are used herein as defined in the Loan Agreement.


                                        1
<PAGE>

      B. AMENDED DEFINITIONS.  Effective as of the date of this Fifth Amendment,
Section 1 of the Loan Agreement is hereby amended by deleting the definitions of
"Maturity Date", "Permitted Distributions",  "Revolving Note" and "Term Note B",
as  set  forth  in  Section  1,  and   substituting   therefor  the   following,
respectively:

            "MATURITY DATE" shall mean December 31, 2007.

            "MAXIMUM   LOAN  LIMIT"  shall  mean  Seven   Million  Four  Hundred
      Forty-Seven    Thousand   Six   Hundred    Eighty   and   no/100   Dollars
      ($7,447,680.00).

            "PERMITTED   DISTRIBUTIONS"  shall  mean  dividends  or  other  cash
      payments to Borrower's parent,  Infinity, Inc., in an aggregate amount not
      to exceed Excess Cash Flow on a cumulative  basis beginning August 1, 2004
      and continuing thereafter, provided that at the time of each such payment,
      (i) no Event of Default,  or any event which,  if uncured,  will become an
      Event of Default  after notice or lapse of time (or both),  then exists or
      would be created by such dividends or other cash payments,  or (ii) Lender
      has not, in Lender's sole discretion, notified Borrower to discontinue all
      such dividends or other cash payments.

            "REVOLVING NOTE" shall mean that certain  Revolving Note dated as of
      July 9, 2004,  executed  and  delivered by Borrower to Lender in a maximum
      aggregate  principal  amount not to exceed Two Million and no/100  Dollars
      ($2,000,000.00),  as such Revolving  Note is amended,  renewed or restated
      from time to time.

            "TERM NOTE B" shall mean that  certain  Term Note B dated as of July
      9, 2004,  executed  and  delivered  by Borrower to Lender in the  original
      principal  amount of Five Million Four  Hundred  Forty-Seven  Thousand Six
      Hundred Eighty and no/100 Dollars ($5,447,680.00),  as such Term Note B is
      amended, renewed or restated from time to time.

      C. NEW  DEFINITIONS.  Effective  as of the date of this  Fifth  Amendment,
Section 1 of the Loan  Agreement is hereby  amended by adding the  following new
definitions in the appropriate alphabetical order:

            "CAPITAL  EXPENDITURES"  shall mean with respect to any period,  the
      aggregate  of all  expenditures  (whether  paid  in  cash  or  accrued  as
      liabilities and including  expenditures for capitalized lease obligations)
      by Borrower  during such period that are required by GAAP,  to be included
      in or  reflected by the  property,  plant and  equipment or similar  fixed
      asset accounts (or intangible  accounts  subject to  amortization)  on the
      balance sheet of Borrower.

            "EBITDA"  shall mean,  for any period,  the net earnings of Borrower
      plus, to the extent  deducted in  calculating  net earnings,  expenses for
      interest,   income  taxes  and  depreciation  and  amortization,   all  as
      determined in accordance with GAAP consistently applied.

            "EXCESS CASH FLOW" shall mean  Borrower's  EBITDA  minus  Borrower's
      Fixed  Charges,  minus  Capital  Expenditures  not financed with long term
      debt,  minus One Dollar ($1.00) on a cumulative  basis beginning August 1,
      2004, and continuing through the Maturity Date.


                                      -2-
<PAGE>

            "FIXED  CHARGES"  shall  mean,  for any  period,  the  total  of (i)
      interest  expense for such period,  plus (ii)  payments of principal  with
      respect to all indebtedness and liabilities for borrowed money (including,
      without limitation,  payments on capitalized lease obligations)  scheduled
      or  otherwise  required to be made during such  period,  plus (iii) income
      taxes paid during such period and any  distributions  to  shareholders  in
      respect of income taxes for such period,  plus (iv) any other dividends or
      distributions to shareholders made on or after August 1, 2004.

II.   LOAN AGREEMENT MODIFICATIONS.

      A.  Term  Loan  B  Repayment.  Effective  as of the  date  of  this  Fifth
Amendment,  subsection  2(d)(v)  of the Loan  Agreement  is  hereby  amended  by
deleting  said  subsection  in  its  entirety  and  substituting  the  following
therefor:

            "(v)  Repayment  of Term  Loan B.  Term  Loan B shall be  repaid  as
      follows:  (a) forty-one (41) successive  monthly principal payments of One
      Hundred   Thirteen   Thousand   Four  Hundred   Ninety-Three   and  33/100
      ($113,493.33)  each,  together  with accrued  interest to the date of each
      payment,  beginning  July 31, 2004, and continuing on the last day of each
      calendar month thereafter through and including November 30, 2007, and (b)
      a final payment of all then outstanding Liabilities evidenced by Term Note
      B on December  31,  2007.  If any such  payment due date is not a Business
      Day, then such payment may be made on the next succeeding Business Day and
      such extension of time shall be included in the  computation of the amount
      of interest and fees due hereunder."

      B. Term Loan B. Effective as of the date of this Fifth Amendment,  Section
2(f) of the Loan  Agreement  is hereby  amended by deleting  said Section in its
entirety and substituting the following therefor:

            "(f) Subject to the terms and  conditions of this  Agreement and the
      Other  Agreements,  Lender has previously  made a term loan to Borrower in
      the  principal  amount of Two Million Two Hundred  Thirteen  Thousand Nine
      Hundred  Seven and 94/100  Dollars  ($2,213,907.94)  ("Term Loan B").  The
      current  outstanding  principal balance of Term Loan B as of July 9, 2004,
      is  $1,917,029.82.  Lender has agreed to lend additional funds to Borrower
      to increase the total current outstanding principal balance of Term Loan B
      to Five Million Four Hundred  Forty-Seven  Thousand Six Hundred Eighty and
      no/100 Dollars ($5,447,680.00).  The proceeds of the additional advance on
      Term Loan B shall be used by  Borrower  to: (a) pay off third  party loans
      secured by certain  of  Borrower's  equipment,  (b) fund  certain  Capital
      Expenditures,  and (c) to transfer funds to Borrower's parent for purposes
      of  investing  in certain  leasehold  rights in land and other oil and gas
      well  development  and operating  costs.  Term Loan B constitutes a "Loan"
      under this Agreement and shall bear interest as provided in Paragraph 4(a)
      below.  Term Loan B shall be  evidenced by and repaid in  accordance  with
      Term Note B."


                                      -3-
<PAGE>


      C.  Interest  Rate.  Effective  as of the  date of this  Fifth  Amendment,
Section 4(a) of the Loan Agreement is hereby amended by deleting said Section in
its entirety and substituting the following therefor:

            "(a)  Each  Loan  shall  bear  interest  at  the  rate  of  one  and
      one-quarter  percent  (1.25%)  per annum in  excess  of the Prime  Rate in
      effect from time to time,  payable on the last  Business Day of each month
      in arrears.  Said rate of interest shall increase or decrease by an amount
      equal to each  increase  or decrease  in the Prime Rate  effective  on the
      effective date of each such change in the Prime Rate.  Upon the occurrence
      of an Event of Default and during the continuance thereof, each Loan shall
      bear interest at the rate of two and one-quarter percent (2.25%) per annum
      in excess of the interest rate otherwise  payable thereon,  which interest
      shall be payable on demand.  All interest shall be calculated on the basis
      of a 360-day year."

      D. Prepayment  Penalty.  Effective as of the date of this Fifth Amendment,
the last  sentence  of Section  10 of the Loan  Agreement  is hereby  amended by
deleting said sentence in its entirety and substituting the following therefor:

            "If, during the term of this Agreement,  Borrower prepays all of the
      Liabilities  and this Agreement is terminated,  Borrower  agrees to pay to
      Lender as a  prepayment  fee,  in  addition  to the  payment  of all other
      Liabilities, an amount equal to (i) three percent (3%) of the Maximum Loan
      Limit if such  prepayment  occurs on or before December 31, 2005, (ii) two
      percent  (2%) of the Maximum  Loan Limit if such  prepayment  occurs on or
      after  January 1, 2006,  but on or before  December 31, 2006, or (iii) one
      percent  (1%) of the Maximum  Loan Limit if such  prepayment  occurs on or
      after January 1, 2007 and prior to the Maturity Date."

      E. Notice. Effective as of the date of this Fifth Amendment, Section 19 of
the Loan  Agreement  is hereby  amended  by  deleting  Lender's  address  in its
entirety and substituting the following therefor:

                  "LaSalle Bank National Association
                   1000 South York Rd.
                   Elmhurst, IL 60126
                   Attention: Mr. Richard A. Simons
                   Facsimile No.:  (630) 941-6997"

III.  CONDITIONS  PRECEDENT.  Lender's  obligation  to  provide  the  Additional
Financial  Accommodations  to  Borrower  is  subject  to  the  full  and  timely
performance of the following  covenants prior to or  contemporaneously  with the
execution of this Fifth Amendment:

      A.  Borrower  executing  and  delivering,  or causing to be  executed  and
delivered to Lender, the following documents, each of which shall be in form and
substance acceptable to Lender:

            (i)   An original executed Revolving Note and Term Note B;


                                      -4-
<PAGE>

            (ii)  An  original  Secretary's  Certificate  of even date  herewith
                  executed by the Secretary of Borrower to Lender;

            (iii) An original Reaffirmation of Continuing Unconditional Guaranty
                  of even  date  herewith  from  each of  Stanton  E.  Ross  and
                  Infinity, Inc.; and

            (iv)  Such other agreements, documents and instruments as Lender may
                  reasonably request;

      B. No Event of Default or any event  which with  notice,  lapse of time or
both would  constitute an Event of Default exists under the Loan  Agreement,  as
amended by this Fifth Amendment, or the Other Agreements;

      C.  No  claims,   litigation,   arbitration  proceedings  or  governmental
proceedings not disclosed in writing to Lender prior to the date of hereof shall
be pending or known to be  threatened  against  Borrower  and no known  material
development  not so  disclosed  shall have  occurred in any claims,  litigation,
arbitration  proceedings or  governmental  proceedings so disclosed which in the
opinion of Lender is likely to  materially  or  adversely  affect the  financial
position  or  business  of  Borrower  or the  capability  of Borrower to pay its
obligations and liabilities to Lender; and

      D. There shall have been no material  or adverse  change in the  business,
financial  condition or results of operations  since the date of Borrower's most
recently delivered financial statements to Lender.

IV.  CONFLICT.  If, and to the extent,  the terms and  provisions  of this Fifth
Amendment  contradict  or  conflict  with the terms and  provisions  of the Loan
Agreement,  the terms and  provisions of this Fifth  Amendment  shall govern and
control; provided, however, to the extent the terms and provisions of this Fifth
Amendment do not  contradict  or conflict  with the terms and  provisions of the
Loan Agreement,  the Loan Agreement,  as amended by this Fifth Amendment,  shall
remain in and have its intended  full force and effect,  and Lender and Borrower
hereby affirm, confirm and ratify the same.

V. SEVERABILITY. Wherever possible, each provision of this Fifth Amendment shall
be interpreted in such manner as to be valid and  enforceable  under  applicable
law,  but if any  provision  of this  Fifth  Amendment  is held to be invalid or
unenforceable  by a court of competent  jurisdiction,  such  provision  shall be
severed  herefrom and such invalidity or  unenforceability  shall not affect any
other  provision of this Fifth  Amendment,  the balance of which shall remain in
and  have its  intended  full  force  and  effect.  Provided,  however,  if such
provision may be modified so as to be valid and  enforceable as a matter of law,
such provision  shall be deemed to be modified so as to be valid and enforceable
to the maximum extent permitted by law.

VI.   REAFFIRMATION.   Borrower   hereby   reaffirms  and  remakes  all  of  its
representations,  warranties,  covenants,  duties,  obligations  and liabilities
contained in the Loan Agreement, as amended hereby.



                                      -5-
<PAGE>


VII. FEES, COSTS AND EXPENSES.

      A. Borrower  agrees to pay, upon demand,  all fees,  costs and expenses of
Lender, including, but not limited to, reasonable attorneys' fees, in connection
with the  preparation,  execution,  delivery  and  administration  of this Fifth
Amendment  and the other  agreements,  documents  and  instruments  executed and
delivered in connection herewith or pursuant hereto.

      B. Contemporaneously herewith, Borrower shall pay to Lender a fully-earned
non-refundable  amendment fee in the amount of Fifty Thousand and no/100 Dollars
($50,000.00).

VIII.  RESERVATION OF RIGHTS.  Lender continues to reserve all of its rights and
remedies,  including all security  interests,  assignments and liens pursuant to
the Loan Agreement and the Other Agreements,  as well as any rights and remedies
at law, in equity or otherwise.  Nothing contained in this Fifth Amendment shall
be or be deemed a waiver of any presently  existing or any hereafter  arising or
occurring breach, default or event of default, including, nor shall preclude the
subsequent exercise of any of Lender's rights or remedies.

IX.  CHOICE OF LAW.  This Fifth  Amendment  has been  delivered  and accepted in
Chicago, Illinois, and shall be governed by and construed in accordance with the
laws of the  State of  Illinois,  regardless  of the laws that  might  otherwise
govern  under  applicable  principles  of  conflicts  of law as to all  matters,
including matters of validity, construction, effect, performance and remedies.

X. COUNTERPART. This Agreement may be executed in two or more counterparts, each
of which will be deemed an original,  but all of which together will  constitute
one and the same instrument.

XI. WAIVER OF JURY TRIAL. BORROWER AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE
RIGHT TO TRIAL BY JURY.

      IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this Fifth
Amendment as of the date first written above.

<TABLE>
<CAPTION>
CONSOLIDATED OIL WELL SERVICES, INC., a Kansas corporation   LASALLE BANK NATIONAL ASSOCIATION, a national banking
                                                             association
<S>                                                          <C>
By: /s/ Stephen D. Stanfield                                 By: /s/ Debra Warner
    ------------------------------------------------------       --------------------------------------------------

Title:   President                                           Title: Assistant Vice President
      ----------------------------------------------------         -------------------------------------------------
</TABLE>

                                      -6-