Exhibit 4.10

      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.

             COMMON STOCK PURCHASE WARRANT AGREEMENT

                  FOR THE PURCHASE COMMON STOCK

                               OF

                APPLIED INTELLIGENCE GROUP, INC.

                       Date: June 12, 1997

     This is to certify that, for value received, Ron Beasley  or
any subsequent holder or holders of Warrant rights hereunder (the
"Warrants") by virtue of assignment or transfer (the "Holder") is
entitled  to  purchase, subject to the provisions of this  Common
Stock Purchase Warrant Agreement (this "Agreement"), from Applied
Intelligence   Group,   Inc.,   an  Oklahoma   corporation   (the
"Company"),  up  to  TWELVE THOUSAND (12,000)  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 Warrant 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 "Warrant  Securities."
Unless  the  context otherwise requires, the  term  "Warrant"  or
"Warrants"  as  used herein includes the Warrants and  any  other
warrant or warrants 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 Warrant Securities,  means  the
holder or holders of such Warrant Securities.

     SECTION  1.  Exercise of Warrants. Subject to the provisions
of  this Agreement, the Holder shall be eligible to exercise that
portion  of  the Warrants for purchase of the number  of  Warrant
Securities  on or before the Expiration Date (as defined  below).
The Warrants 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 and surrender to Company at its principal office
of  the  Warrants  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
Warrant  Securities) specified in such Form. Upon such  exercise,
Company  shall  issue to the Holder one or more certificates  for
the  shares of Stock (or Warrant Securities), as appropriate.  If
the  Warrants are exercised in part only, Company shall, promptly
after  presentation of the Warrants upon such  exercise,  execute
and  deliver new Warrants evidencing the rights of Holder thereof
to  purchase  the  balance of the shares  of  Stock  (or  Warrant
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  the  Warrants reserve for issuance and delivery upon exercise
of  the  Warrants the number of Warrant Securities  as  shall  be
required for issuance and delivery upon exercise of the Warrants.

      SECTION  3. Transfer, Exchange, Assignment or Loss  of  the
Warrants.

     SECTION  3.1  Transferability.  The  Warrants  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 1933, 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 the Warrants 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  new
Warrants 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  the  Warrants  shall  promptly   be
canceled.  The  Warrants may be divided or  combined  with  other
Warrants 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 Warrants 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 Agreement, and (in  the
case  of  loss, theft or destruction) of reasonably  satisfactory
indemnification  to  Company  or  (in  the  case  of  mutilation)
presentation  of  this Agreement for surrender and  cancellation,
Company  will execute and deliver a new Agreement of  like  tenor
and  date  and  any  such  lost, stolen, destroyed  or  mutilated
Agreement  shall  thereupon become void. This  Agreement  may  be
exchanged  at  the option of the Holder for another agreement  or
agreements of different Warrant denominations, of like tenor  and
evidencing  in  the aggregate the number of shares  of  Stock  or
Warrant  Securities purchasable pursuant to this Agreement,  upon
surrender of this Agreement, 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 this Agreement upon  surrender
and  deliver the new agreement evidencing the Warrant or Warrants
pursuant to the provisions of this Section.

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

     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  the  Warrants, 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 Warrant 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 the Warrants 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  the  Warrants
(including,  but not limited to, the allocation of  the  Exercise
Price  between or among the Warrant Securities), to the end  that
this Section 4 (including the adjustments of the number of shares
of   Stock   or  other  Warrant  Securities  purchasable)   shall
thereafter be reflected, as nearly as reasonably practicable,  in
all  subsequent exercises of the Warrants for any shares or other
Warrant   Securities  or  other  property  (or  cash)  thereafter
deliverable upon the exercise of the Warrants.

     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 Holder a supplement  to
the  Warrants  or a new option providing that the Holder  of  the
Warrants  shall  have the right thereafter (until the  Expiration
Date)  to  receive,  upon exercise of the  Warrants  or  any  new
option, at the same Exercise Price, solely the kind and amount of
shares  of  Warrant Securities and property (or cash)  receivable
upon  such consolidation, merger, sale or transfer by the  Holder
of the Warrants for the number and kind of Warrant Securities for
which the Warrants might have been exercised immediately prior to
such  consolidation, merger, sale or transfer. Such  supplemental
warrants  or  new  warrants 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
Warrant Securities purchasable upon exercise of the Warrants  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  Warrant
Securities  purchasable and the other property  (including  cash)
receivable  by  the Holder upon exercise of the Warrants  or  any
supplemental or new option. Such certificate will state that such
adjustments  in  the kind of purchasable Warrant  Securities  and
other  property  (including cash) receivable by the  Holder  upon
exercise  of  the  Warrants conform to the requirements  of  this
Section  4,  and  setting forth a brief statement  of  the  facts
accounting for such adjustments. In the event, the Holder of  the
Warrants  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.
The  Warrants may not be redeemed by Company. During  the  period
from  the date hereof until exercise of the Warrants 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 the  Warrants
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  Warrant   Securities
purchasable upon exercise of the Warrants which will be  required
as  a  result  of  such  action, and the  Holder  may  thereafter
exercise  the Warrants. 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 the
Warrants  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 Agreement.

     SECTION  7. Acquisition for Investment Purposes. The  Holder
represents  and acknowledges to the Company and its officers  and
directors that the Warrant securities at the time of issuance  to
the Holder upon exercise of the Warrants (i) will be acquired  by
the  Holder  for investment purposes only without the  intent  to
resell such Wart ant 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   Warrant  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  Warrant
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. Ron Beasley
                  ____________________________
                  ____________________________

(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 Warrants 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 the Warrants are 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
Warrants 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 the Warrants hereunder.

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

                                    APPLIED  INTELLIGENCE  GROUP, INC.


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

                                         /s/Ron Beasley
                                         Ron Beasley



                                PURCHASE FORM
              (TO BE EXECUTED BY THE MOLDER OF THE COMMON STOCK
         PURCHASE WARRANT AGREEMENT 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 Common Stock Purchase Warrant Agreement  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 Common Stock
Purchase  Warrant 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  Common  Stock  Purchase
Warrant  Agreement  for  the balance remaining of  shares  of  Common  Stock
purchasable under the Common Stock Purchase Warrant Agreement 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 Common Stock Purchase Warrant
                                   Agreement  in  every particular,  without
                                   alteration,  enlargement  or  any  change
                                   whatever.)



                               ASSIGNMENT FORM
              (TO BE EXECUTED BY THE HOLDER OF THE COMMON STOCK
              PURCHASE WARRANT AGREEMENT 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  Common
Stock  Purchase Warrant Agreement (the "Warrants") to which this  Assignment
is  attached,  and appoints __________________________________  Attorney  to
transfer  said  Warrants  or any 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 Common Stock Purchase  Warrant
Agreement,  the  undersigned requests that the Company  execute,  issue  and
deliver a new common stock purchase warrant agreement 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 Common Stock Purchase Warrant Agreement, that
the  Company execute, issue and deliver a new common stock purchase  warrant
agreement  for  the balance remaining of shares of Common Stock  purchasable
under  the  Warrants 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 Common Stock Purchase Warrant
                                   Agreement  in  every particular,  without
                                   alteration,  enlargement  or  any  change
                                   whatsoever,  and  the signature  must  be
                                   guaranteed in the usual manner.)