Exhibit 4.9

     THE  SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT  BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933,  AS  AMENDED,  THE
OKLAHOMA  SECURITIES  ACT OR THE SECURITIES  LAWS  OF  ANY  OTHER
STATE.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND  MAY
NOT  BE  SOLD  OR  TRANSFERRED FOR VALUE IN  THE  ABSENCE  OF  AN
EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF  1933,
AS  AMENDED, AND/OR THE SECURITIES LAWS OF ANY OTHER STATE OR  AN
OPINION OF COUNSEL OR OTHER DOCUMENTATION SATISFACTORY TO APPLIED
INTELLIGENCE  GROUP, INC. THAT SUCH REGISTRATION IS NOT  REQUIRED
UNDER SUCH ACT OR ACTS.

                     STOCK OPTION AGREEMENT

                OPTIONS TO PURCHASE COMMON STOCK

                               OF

                APPLIED INTELLIGENCE GROUP, INC.

                      Date: June 12, 1997

     This  is to certify that, for value received, David Mitchell
or  any subsequent holder or holders of option rights under  this
Stock  Option Agreement (this "Agreement" or "Option") by  virtue
of assignment or transfer (the "Holder") is entitled to purchase,
subject  to  the  provisions  of  this  Agreement,  from  Applied
Intelligence   Group,   Inc.,   an  Oklahoma   corporation   (the
"Company'), up to THIRTY-EIGHT THOUSAND (38,000) shares of Common
Stock,  $.001  par  value, of the Company  (the  "Stock")  at  an
exercise  price  of Three Dollars Fifty Cents ($3.50)  per  share
(the  "Exercise  Price"). With the exception of  any  adjustments
pursuant to Section 4 of this Agreement, the Stock issuable  upon
exercise of this Option shall be in all respects identical to the
Common Stock issued and outstanding of the Company as of the date
hereof. The shares of Stock or other securities deliverable  upon
such  exercise,  as adjusted from time to time,  are  hereinafter
sometimes  referred  to  as the "Option Securities."  Unless  the
context  otherwise requires, the term "Option"  or  "Options"  as
used  herein includes this Option and any other Option or Options
that  may be issued pursuant to the provisions of this Agreement,
whether  upon transfer, assignment, partial exercise,  divisions,
combinations,  exchange or otherwise, and the  term  "Holder"  or
"Holders"  includes any registered transferee or  transferees  or
registered  assignee or assignees of Holder,  who  in  each  case
shall  be  subject to the provisions of this Agreement, and  when
used  with  reference to Option Securities, means the  holder  or
holders of such Option Securities.

     SECTION 1. Exercise of Option. Subject to the provisions  of
this  Agreement,  the Holder shall be eligible to  exercise  that
portion  of  this  Option for purchase of the  number  of  Option
Securities  on or before the Expiration Date (as defined  below).
This  Option may be exercised in whole or in part at any time  or
from time to time during the period commencing June 12, 1997 (the
"Commencement    Date"),   and   ending   5:00   P.M.,    Central
Daylight-Savings Time, on June 12, 1999 (the "Expiration  Date"),
by  presentation end surrender to Company at its principal office
of  this  Option  and  the  Purchase Form  annexed  hereto,  duly
executed  and  accompanied  by payment,  in  cash,  certified  or
official bank check payable to the order of Company in the amount
of  the  Exercise  Price for the number of shares  of  Stock  (or
Option  Securities) specified in such Form. Upon  such  exercise,
Company  shall  issue to the Holder one or more certificates  for
the  shares  of Stock (or Option Securities), as appropriate.  If
this  Option  is exercised in part only, Company shall,  promptly
after presentation of this Option upon such exercise, execute and
deliver  a new Option evidencing the rights of Holder thereof  to
purchase   the  balance  of  the  shares  of  Stock  (or   Option
Securities)  purchasable  hereunder  upon  the  same  terms   and
conditions as herein set forth.

     SECTION  2.  Reservation of Shares.  Company  shall  at  all
times after the date hereof and until expiration or full exercise
of this Option reserve for issuance and delivery upon exercise of
this  Option the number of Option Securities as shall be required
for issuance and delivery upon exercise of this Option.

     SECTION 3. Transfer, Exchange, Assignment or Loss of Option.

     SECTION  3.1  Transferability.  This  Option  may   not   be
assigned or transferred, in whole or in part, except by operation
of  law  or with the prior written consent of the Company  (which
consent shall not be unreasonably withheld) and then only so long
as  such assignment or transfer is in accordance with and subject
to  the provisions of the Securities Act of l933, as amended, and
the  rules and regulations promulgated thereunder (said  Act  and
such   rules   and  Regulations  being  hereinafter  collectively
referred  to as the "Securities Act"). Any purported transfer  or
assignment  made  other than in accordance with  this  Section  3
shall be null and void and of no force and effect.

     SECTION  3.2  Transfer  Procedure. Any assignment  permitted
hereunder shall be made by surrender of this Option to Company at
its principal office with the Assignment Form annexed hereto duly
executed  and funds sufficient to pay any transfer tax.  In  such
event  and  the  Company  is required to  and  consents  to  such
transfer,  Company shall, without charge, execute and  deliver  a
new  Option  in the name of the assignee named in such instrument
of assignment and designate the assignee as the registered holder
on  the  Company's  records  and this Option  shall  promptly  be
canceled.  This  Option  may be divided or  combined  with  other
Options which carry the same rights upon presentation thereof  at
the  principal  office of Company together with a written  notice
signed  by  Holder hereof, specifying the names and denominations
in which new Options are to be issued.

     SECTION  3.3  Loss  or Destruction of this  Agreement.  Upon
receipt  by Company of evidence satisfactory to it of  the  loss,
theft, destruction or mutilation of this Option, and (in the case
of   loss,  theft  or  destruction)  of  reasonably  satisfactory
indemnification  to  Company  or  (in  the  case  of  mutilation)
presentation  of  this  Option  for surrender  and  cancellation,
Company  will execute and deliver a new Option of like tenor  and
date  and  any  such lost, stolen, destroyed or mutilated  Option
shall thereupon become void. This Option may be exchanged at  the
option  of  the Holder for another Option or Options of different
denominations, of like tenor and evidencing in the aggregate  the
number  of  shares  of  Stock  or Option  Securities  purchasable
pursuant to this Option, upon surrender of this Option, with  the
Assignment  Form duly filled in and executed, to the  Company  at
its  principal office, at any time or from time to time after the
close  of  business on the date hereof and prior to the close  of
business  on  the  Expiration Date. The  Company  shall  promptly
cancel  the  surrendered Option and deliver  the  new  Option  or
Options pursuant to the provisions of this Section.

     SECTION  4.  Adjustment in the Number.  Kind  and  Price  of
Option  Securities.  The  number and kind  of  Option  Securities
purchasable  upon  exercise of this Option shall  be  subject  to
adjustment from time to time upon the occurrence, after the  date
hereof, of the following events:

     SECTION  4.1  Stock  Dividends  and  Splits.  In  the  event
Company  shall (i) pay a dividend in, or make a distribution  of,
shares of Stock or of capital stock convertible into Stock on its
outstanding Stock, (ii) subdivide (forward split) its outstanding
shares  of Stock into a greater number of such shares,  or  (iii)
combine  (reverse split) its outstanding shares of Stock  into  a
smaller  number  of such shares, the total number  of  shares  of
Stock  purchasable  upon the exercise of this Option  immediately
prior  thereto  shall  be adjusted so that the  Holder  shall  be
entitled  to  receive at the same Exercise Price  the  number  of
shares  of  Stock  and  the  number of shares  of  capital  stock
convertible into Stock which such Holder would have owned or have
been  entitled to receive immediately following the happening  of
such  event, assuming and giving effect to the exercise  of  this
Option  by  such  Holder. Any adjustment made  pursuant  to  this
Subsection shall, in the case of a stock dividend or distribution
or  a  stock  issuance, become effective as of  the  record  date
therefore  and,  in the case of a subdivision or combination,  be
made as of the effective date thereof.

     SECTION  4.2 Adjustment of Option Securities. In  the  event
of  any  adjustment  of  the  total number  of  shares  of  Stock
purchasable  upon  the  exercise  of  this  Option  pursuant   to
Subsection  4.1, the Exercise Price shall remain  unchanged,  but
the  number  of  shares  of capital stock  or  Option  Securities
obtainable  on  exercise  of this Option  shall  be  adjusted  as
provided in Subsection 4.l.

     SECTION  4.3 Reorganization, Recapitalization, etc.  In  the
event  of a capital reorganization or a reclassification  of  the
Stock  (except as provided in Subsection 4.1 or Subsection  4.4),
the  Holder  of  this  Option, upon exercise  thereof,  shall  be
entitled to receive, in lieu of the Stock to which he would  have
become   entitled  upon  exercise  immediately  prior   to   such
reorganization or reclassification, the shares (of any  class  or
classes)  or  other Option Securities or property of the  Company
(or cash) that the Holder would have been entitled to receive  at
the   same   Exercise   Price   upon   such   reorganization   or
reclassification  if  this Option had been exercised  immediately
prior  thereto; and in any such case, appropriate provision shall
be made for the application of this Section 4 with respect to the
rights  and  interests thereafter of the Holder  of  this  Option
(including,  but not limited to, the allocation of  the  Exercise
Price between or among the Option Securities),), to the end  that
this Section 4 (including the adjustments of the number of shares
of Stock or other Option Securities purchasable) shall thereafter
be  reflected,  as  nearly  as  reasonably  practicable,  in  all
subsequent  exercises  of this Option for  any  shares  or  other
Option   Securities  or  other  property  (or  cash)   thereafter
deliverable upon the exercise of this Option.

     SECTION  4.4  Consolidation, Merger, etc.  In  case  of  any
consolidation of the Company with, or merger of the Company with,
or merger of the Company into, another corporation (other than  a
consolidation   or   merger  which  does  not   result   in   any
reclassification or change of the outstanding Stock), or in  case
of  any sale or conveyance to another corporation of the property
of  the  Company as an entirety or substantially as an  entirety,
the  corporation formed by such consolidation or  merger  or  the
corporation  which shall have acquired such assets, as  the  case
may be, shall execute and deliver to the [{older a supplement  to
this  Option  or a new option providing that the Holder  of  this
Option  shall  have  the right thereafter (until  the  Expiration
Date) to receive, upon exercise of this Option or any new option,
at  the same Exercise Price, solely the kind and amount of shares
of  Option Securities and property (or cash) receivable upon such
consolidation,  merger, sale or transfer by the  Holder  of  this
Option  for  the number and kind of Option Securities  for  which
this  Option might have been exercised immediately prior to  such
consolidation, merger, sale or transfer. Such supplemental option
or  new  option shall provide for adjustments which shall  be  as
nearly  equivalent  as  may  be practicable  to  the  adjustments
provided  in this Section. The above provision of this Subsection
4.4  shall similarly apply to successive consolidations, mergers,
sales or transfers.

     SECTION 4.5 Notification of Adjustment. Whenever the  Option
Securities purchasable upon exercise of this Option are  modified
as  provided  in  Section 4.1 or 4.4, the Company  will  promptly
deliver to the Holder a certificate signed by the Chairman of the
Board,  Chief  Executive  Officer or the  President,  or  a  Vice
President  of  the Company and by the Treasurer or  an  Assistant
Treasurer  or  the  Secretary or an Assistant  Secretary  of  the
Company  setting  forth the number and kind of Option  Securities
purchasable and the other property (including cash) receivable by
the  Holder  upon exercise of this Option or any supplemental  or
new option. Such certificate will state that such adjustments  in
the  kind  of  purchasable Option Securities and  other  property
(including cash) receivable by the Holder upon exercise  of  this
Option  conform  to  the r requirements of this  Section  4,  and
setting forth a brief statement of the facts accounting for  such
adjustments.  In  the event, the Holder of this Option  does  not
agree  with such determination of the Board of Directors  of  the
Company as set forth in the certificate, the Company shall retain
a firm of independent public accountants acceptable to the Holder
to  make  any computation required under this Section  4,  and  a
certificate  signed by such firm shall be conclusive evidence  of
the correctness of any computation made under this Section 4.

     SECTION  5.  Redemption  and Dividend Consent  Requirements.
This  Option  may not be redeemed by Company. During  the  period
from  the  date hereof until exercise of this Option in  full  or
through  the  Expiration Date, the Company shall not declare  any
dividends payable in cash or property (other than in liquidation,
voluntary  or  involuntary  dissolution  or  winding-up  of   the
Company) without the prior written consent of the Holder of  this
Option.

     SECTION  6.  Notice of Certain Corporation Action.  In  case
the  Company  after the date hereof shall propose to  effect  any
consolidation or merger to which the Company is a party  and  for
which approval of any shareholders of the Company is required, or
any  sale,  transfer  or other disposition of  its  property  and
assets   substantially  as  an  entirety,  or  the   liquidation,
voluntary  or  involuntary  dissolution  or  winding-up  of   the
Company,  then,  in each such case, the Company  shall  mail  (by
first-class, postage prepaid mail) to the Holder of  this  Option
notice  of  such proposed action, which notice shall specify  the
date    on    which    such   reclassification,   reorganization,
consolidation,   merger,  sale,  transfer,   other   disposition,
liquidation,  voluntary or involuntary dissolution or  winding-up
shall take place or commence, as the case may be, and which shall
also specify any record date for determination of holders of  the
capital  stock  of  the  Company  entitled  to  vote  thereon  or
participate  therein and shall set forth such facts with  respect
thereto  as  shall  be  reasonably  necessary  to  indicate   any
adjustments   in   the  number  or  kind  of  Option   Securities
purchasable  upon exercise of this Option which will be  required
as  a  result  of  such  action, and the  Holder  may  thereafter
exercise  this Option. Such notice shall be filed and  mailed  in
the  case  of any action covered by this Section 6, at  least  20
days  prior  to  the  earlier  of (i)  the  date  on  which  such
reclassification,  reorganization, consolidation,  merger,  sale,
transfer,   other   disposition,   liquidation,   voluntary    or
involuntary  dissolution  or winding-up  is  expected  to  become
effective, (ii) the date on which it is expected that holders  of
shares  of  the  capital stock of record on such  date  shall  be
entitled  to  exchange  their  shares  for  securities  or  other
property  deliverable upon such reclassification, reorganization,
consolidation,   merger,  sale,  transfer,   other   disposition,
liquidation, voluntary or involuntary dissolution or  winding-up,
or  (iii)  the  record date for determination of holders  of  the
capital  stock of the Company entitled to vote on such action  or
participate  in  such action. Failure of the Holder  to  exercise
this Option in whole or in part prior to any corporate action  as
described in this Section 6 shall not affect or alter the  rights
of the Holder as set forth in this Option.

     SECTION  7. Acquisition for Investment Purposes. The  Holder
represents  and acknowledges to the Company and its officers  and
directors  that the Option Securities at the time of issuance  to
the  Holder upon exercise of this Option (i) will be acquired  by
the  Holder  for investment purposes only without the  intent  to
resell  such  Option Securities, (ii) will be issued pursuant  to
exemption  from  registration under the Securities  Act  and  any
applicable  state securities act, (iii) will not  be  transferred
except pursuant to registration under the Securities Act and  any
applicable state securities act unless pursuant to exemption from
registration   under  such  acts,  and  (iv)   the   certificates
evidencing   the   Option   Securities  will   bear   appropriate
restrictive  transfer  legends  as  required  pursuant   to   the
Securities Act and any applicable state securities act.

     SECTION  8.  Registration under Securities Act. The  Company
shall  not  be  obligated  at any time  to  register  the  Option
Securities  under  the  Securities Act or  any  applicable  state
securities act.

     SECTION  9 Governing Law. This Option shall be construed  in
accordance  with the laws of the State of Oklahoma applicable  to
contracts executed and to be performed wholly within such state.

     SECTION  10 Notice. Notices and other communications  to  be
given  to Holder of this Option shall be delivered by hand or  by
first-class mail, postage prepaid, to

                       Mr. David Mitchell
                   ___________________________
                   ___________________________


(until another address is filed in writing by the Holder with the
Company).  Notices or other communications to  Company  shall  be
deemed to have been sufficiently given if delivered by hand or by
first-class mail, postage prepaid to Company at

                Applied Intelligence Group, Inc.
                        13800 Benson Road
                   Edmond, Oklahoma 73013-6417
                   Attention: Robert L. Barcum

or  such  other  address as the Company shall have designated  by
written  notice  to  such registered owner  is  herein  provided.
Notice  by  mail  shall  be deemed given when  deposited  in  the
United States mail, postage prepaid, as herein provided.

     SECTION  11.  Successors.  All the covenants and  provisions
of this Agreement by or for the benefit of the Company shall bind
and inure to the benefit of its successors and assigns hereunder,
and  all covenants and provisions of this Agreement by or for the
benefit  of the Holder of this Agreement shall bind and inure  to
the benefit of the Holder of this Agreement.

     SECTION  12. Termination. This Agreement shall terminate  as
of  the close of business on the earlier of the Expiration  Date,
or  such  earlier date upon which the Options evidenced  by  this
Agreement  shall  have  been exercised  in  full.  However,  with
respect  to  the Holders representations set forth in Section  7,
such Section and representations shall continue on and after  the
Expiration Date if this Option is fully or partially exercised on
or before the Expiration Date.

      SECTION  13.  Benefits of this Agreement. Nothing  in  this
Agreement shall be construed to give to any person or corporation
other than the Company, and its respective successors and assigns
hereunder  and  the registered Holder of this Agreement  and  the
Option  hereunder any legal or equitable right, remedy  or  claim
under  this Agreement, but this  Agreement shall be for the  sole
and   exclusive  benefit  of  the  Company  and  its   respective
successors  and  assigns hereunder and the registered  Holder  of
this Agreement and Option hereunder.

      IN WITNESS WHERFOF, Company has executed this Agreement  on
June 12, 1997.

                         APPLIED INTELLIGENCE GROUP, INC.

                         By: /s/ Robert N. Baker
                         Robert N. Baker, Vice President

                         By: /s/ David C. Mitchell
                         David C. Mitchell



                          PURCHASE FORM
(TO BE EXECUTED BY THE HOLDER OF THE STOCK OPTION IF EXERCISED IN
                        WHOLE OR IN PART)

To: APPLIED INTELLIGENCE GROUP, INC.

     The undersigned (______________________________)    Please insert
Social Security or other number of Subscriber hereby irrevocably elects to
exercise the right of purchase represented by the Stock Option (the
"Option") to which this Purchase Form is attached, for, and to purchase
thereunder, __________________________________________________
(            ) shares of Common Stock provided for therein and tenders
payment herewith to the order of APPLIED INTELLIGENCE GROUP, INC. in the
amount of $_____________________. In accordance with Section 1 of the Stock
Option Agreement, the undersigned requests that certificates for such shares
of Common Stock be issued as follows:

Name:___________________________________________________________

Address:_________________________________________________________

Deliver to:______________________________________________________________
_
Address:_________________________________________________________


and if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable thereunder, that a new  Stock Option  for  the
balance  remaining of shares  of  Common  Stock purchasable  under the
Option be registered in the name  of,  and delivered to the undersigned at
the address stated below:

Name:____________________________________________________________

Address:_________________________________________________________

Deliver to:______________________________________________________________

Address:_________________________________________________________


Dated:_______________,____       Signature___________________________
                              (Signature  must  conform  in   all
                              respects        to  the   name   of
                              Holder as specified on the face  of
                              the    Stock   Option   in    every
                              particular,   without   alteration,
                              enlargement    or    any     change
                              whatever.)



                         ASSIGNMENT FORM
   (TO BE EXECUTED BY THE MOLDER OF THE STOCK OPTION ONLY UPON
                           ASSIGNMENT)

FOR  VALUE  RECEIVED, the undersigned hereby sells,  assigns  and
transfers unto

                                                     ("Assignee")
the right to purchase _____________________________(_____________) shares
of  Common Stock subject to purchase under  the  Stock Option  (the
"Option") to which this Assignment is attached,  and appoints
______________________________________________________________
Attorney to transfer said Option or portion thereof on the  books of
APPLIED   INTELLIGENCE GROUP, INC. with  the  full  power  of substitution
in the premises. In accordance with Section 3 of the Stock Option Agreement,
the undersigned requests that the Company execute,  issue  and  deliver a
new Stock Option  evidencing  the rights of the Assignee to purchase such
assigned shares of Common Stock to Assignee as follows:

Name:____________________________________________________________

Address:______________________________________________

Deliver to:______________________________________________________________

Address:_________________________________________________________


and  if  said number of shares of Common Stock shall not  be  all
the shares of Common Stock purchasable under the Option, that the
Company  execute, issue and deliver a new Stock  Option  for  the
balance remaining of shares of Common Stock purchasable under the
Option  to  be  registered in the name of, and delivered  to  the
undersigned at the address stated below:

Name:____________________________________________________________

Address:_________________________________________________________

Deliver to:______________________________________________________________

Address:_________________________________________________________


Dated:_______________,____.

In the presence of:

                                   Signature

Signature Guaranteed:

_________________
                                   (Signature must conform in all
                                   respects to the name of Holder
                                   as  specified on the  face  of
                                   the   Stock  Option  in  every
                                   particular,            without
                                   alteration, enlargement or any
                                   change  whatsoever,  and   the
                                   signature  must be  guaranteed
                                   in the usual manner.)