CARBONIC RESERVES
                 CHANGE IN CONTROL COMPENSATION AGREEMENT


      This  Agreement,  dated  as  of  the  24th  day of January, 1997, between
CARBONIC  RESERVES,  ("CARBONIC"), a Nevada Corporation  having  its  principal
place of business at 10110 Huebner Road, San Antonio, Texas, 78240 and CLIFFORD
H. COLLEN, JR. ("COLLEN"),  who  resides  at  36  Old San Antonio Road, Boerne,
Texas 78006.

      The  Board  of Directors of CARBONIC has considered,  and  the  Board  of
Directors has approved,  that  CARBONIC  enter  into  agreements, providing for
compensation under certain circumstances after a change  in  control,  with key
executives of CARBONIC and its subsidiaries.

      COLLEN is a key executive of CARBONIC and has been selected by the  Board
of Directors to enter into this Agreement;

      Should  CARBONIC  become  subject to any proposed or threatened Change in
Control (as defined below), the Board  of  Directors  of  CARBONIC  believes it
imperative that CARBONIC and the Board of Directors be able to rely upon COLLEN
to continue in his position, and that CARBONIC be able to receive and rely upon
his  advice,  if  requested,  as  to  the  best  interests  of CARBONIC and its
stockholders  without  concern  that  he  might  be distracted by the  personal
uncertainties and risks created by such a proposal or threat; and

      Should  CARBONIC  receive  any  such proposal, in  addition  to  COLLEN's
regular duties, he may be called upon to  assist  in  the  assessment  of  such
proposals,  advise  management  and  the  Board of Directors as to whether such
proposal would be in the best interests of CARBONIC and its stockholders and to
take such other actions above and beyond his  regular duties as the Board might
determine to be appropriate;

      NOW,  THEREFORE,  to  assure CARBONIC that it  will  have  the  continued
dedication  of  COLLEN  and  the   availability   of  his  advice  and  counsel
notwithstanding the possibility, threat or occurrence of an effort to take over
control of CARBONIC and for other good and valuable consideration, CARBONIC and
COLLEN agree as follows:

      1.    SERVICES  DURING  CERTAIN EVENTS.  In the  event  a  third  person,
persons or entity begins a tender  or  exchange  offer,  circulates  a proxy to
stockholders,  or  takes  other steps to effect a Change in Control (as defined
below), COLLEN agrees that he will not voluntarily leave the employ of CARBONIC
or the subsidiary then employing  him  on less than three months written notice
to the Chairman of the Board of CARBONIC, and will render the services expected
of his position, and will act in all things  related  to  the  benefit  of  the
shareholders  of  CARBONIC,  until  the  third  person,  persons  or entity has
abandoned or terminated his/its efforts to effect a Change in Control  or until
a Change in Control has occurred.

      2.    TERMINATION  FOLLOWING  CHANGE  IN CONTROL.  Except as provided  in
Section 4 here, CARBONIC will provide or cause  to  be  provided  to COLLEN the
rights  and  benefits  described  in  Section 3 here in the event that COLLEN's
employment is terminated at any time within  three  years following a Change in
Control  (as  such term is defined in this Section 2) under  the  circumstances
stated in (a) or (b) below.

      (a)  by CARBONIC  or  the  subsidiary  employing COLLEN for reasons other
than for "cause" (as such term is defined in Section 4 here) or other than as a
consequence of COLLEN's death or attainment of  the  normal  retirement date as
provided  under  CARBONIC's  401K  Plan  (the "Retirement Plan") as  in  effect
immediately preceding such date ("Normal Retirement Date"); or

      (b)  by COLLEN following the occurrence of any of the following events:

      (i)  the assignment of COLLEN to any  duties or responsibilities that are
           inconsistent with his position, duties,  responsibilities  or status
           immediately  preceding  such  Change in Control, or a change in  his
           reporting  responsibilities  or  titles   in  effect  at  such  time
           resulting in a reduction of his responsibilities or position;

      (ii) the  reduction  of  COLLEN's annual salary (including  any  deferred
           portions of it) or level of benefits or supplemental compensation;

      (iii)the transfer of COLLEN  to  a  location  requiring  a  change in his
           residence;

      (iv) a transfer of COLLEN resulting in a material increase in  the amount
           of  travel  normally  required  of  COLLEN  in  connection  with his
           employment; or

      (v)  the  good  faith  determination by COLLEN that due to the Change  in
           Control (including  any  changes  in  circumstances at CARBONIC that
           directly   or   indirectly   effect   COLLEN's   position,   duties,
           responsibilities  or status immediately  preceding  such  Change  in
           Control) he is no longer  able  to  effectively discharge his duties
           and responsibilities.

      (vi) upon COLLEN's disability or whenever  the  continued  performance of
           COLLEN's  duties  would become hazardous to his health.   Under  the
           latter circumstance,  as  a  condition  to  termination, COLLEN must
           furnish CARBONIC with a physician's written statement  that COLLEN's
           continued  employment  is impossible or otherwise hazardous  to  his
           health.   That  statement   must  be  independently  verified  by  a
           physician  selected by CARBONIC  before  COLLEN  may  terminate  his
           employment for reasons of health or disability.

      If a Change in Control  shall  occur prior to or during any renewal term,
as set forth in Section 6 herein, COLLEN  shall  be  entitled to the rights and
benefits provided for in this Section 2 notwithstanding any other provisions to
the contrary in this Agreement.

      For purposes of this Agreement, the term "Change  in  Control" is defined
to  include:  (a)  a  tender  offer or exchange offer made and consummated  for
ownership of CARBONIC stock representing  50%  or  more  of the combined voting
power  of  CARBONIC's  outstanding  securities;  (b)  the sale or  transfer  of
substantially all of CARBONIC's assets to another corporation  which  is  not a
wholly-owned  subsidiary  of CARBONIC; (c) any transaction relating to CARBONIC
which must be described in  accordance  with  item  5(f)  of  Schedule  14A  of
Regulation  14A  of  the  Securities and Exchange Commission; (d) any merger or
consolidation of CARBONIC with  another corporation, where less than 50% of the
outstanding voting shares of the  surviving  or resulting corporation are owned
in the aggregate by CARBONIC's former stockholders;  or  (e)  any tender offer,
exchange offer, merger, sale of assets and/or contested election  which results
in  a  change  of  more  than  50%  in  the composition of CARBONIC's Board  of
Directors.

      3.    RIGHTS  AND  BENEFITS  UPON  TERMINATION.   In  the  event  of  the
termination of COLLEN's employment under any  of the circumstances set forth in
Section 2 hereof ("Termination"), CARBONIC agrees  to  provide  or  cause to be
provided to COLLEN the following rights and benefits:

      (a)  SALARY  AND OTHER PAYMENTS AT TERMINATION. COLLEN shall be  entitled
to receive his full compensation through the date of termination as well as any
severance  benefits otherwise  existing  under  the  terms  of  his  employment
agreement with  CARBONIC,  subject  however  to  any reduction or forfeiture of
those  benefits as provided below to ensure that there  are  no  tax  penalties
imposed  on  the  amounts  received.   Additionally, COLLEN will be entitled to
receive payment in cash in the amount of  2.99  times  COLLEN's  average Annual
Earnings (as such term is defined in this Section 3(a)), which for  purposes of
this Agreement shall be deemed to be the "base amount" as that term is  defined
in  Section  280G  of  the Internal Revenue Code of 1986, as amended during the
most recent five-year fiscal periods (or the period during which the COLLEN has
been employed by CARBONIC  or any of its subsidiaries if less than five years).
However, if such amount exceeds limits provided in the then existing provisions
of the Internal Revenue Code  for  the  imposition  of  tax  penalties  on such
payments,  the  amount  shall be reduced to the highest amount allowed to avoid
such penalties.  At the election  of  COLLEN,  payment  shall  be made in equal
monthly  payments  over a three-year period beginning with the month  following
Termination, or payment  shall  be  made  in  a lump sum.  Any lump sum payment
request must be made in writing within 10 days of Termination and shall be paid
to COLLEN within 30 days of Termination.

      If COLLEN shall die prior to the time all  payments  which  may otherwise
have  been  due  to  COLLEN,  under  this  Section  3(a)  or  otherwise in this
agreement, have been made, then as soon as practicable after such  death but in
no event later than three months thereafter, CARBONIC shall pay in a  lump  sum
in  cash  all sums not distributed to COLLEN prior to his death.  Payment shall
be made to  the  beneficiary  named  as  such  under  the  Life  Insurance Plan
maintained  by CARBONIC on the date of COLLEN's death.  If no such  beneficiary
is named, such  sums shall be paid to COLLEN's estate.  No reduction to present
value of any such sums shall be made.

      For purposes  of this Agreement, "Annual Earnings" shall mean the amounts
earned  by  COLLEN  for   personal   service   rendered  to  CARBONIC  and  its
subsidiaries,  as  reportable  on  Treasury  Department   Form  W-2,  including
overtime, bonuses and commissions, and excluding the following:  (1) moving and
educational  expenses,  (2)  income  included under Section 79 of the  Internal
Revenue Code of 1986, as amended and (3) income imputed to COLLEN from personal
use  of employer owned automobiles.  Earnings  shall  not  include  any  income
attributable  to grants of and dividends on shares awarded (whether as options,
restricted stock  or  any  other form) under any Stock Option Plan or Incentive
Stock Option Plan.

      (b)  RETIREMENT PLAN BENEFITS.  Except to the extent expressly prohibited
by  any  applicable  law  or regulation,  any  and  all  restrictions,  vesting
schedules or schedule of exercise  provided in the CARBONIC Retirement Plan (or
any successor to it) shall immediately  lapse  and  COLLEN  shall  be  entitled
immediately to receive all benefits previously granted him under that plan.

      (c)  INCENTIVE  PLAN  BENEFITS.  An award under any Incentive Plan for  a
prior  Plan  Year which has not  been  paid  to  COLLEN  at  the  time  of  his
Termination shall be paid to him within 30 days of his Termination.

      (d)  INSURANCE   AND  OTHER  SPECIAL  BENEFITS.   Until  COLLEN's  Normal
Retirement Date, (as defined  in paragraph 2(a) above, COLLEN shall continue to
be  covered  by  the  life  insurance,  medical  insurance,  and  accident  and
disability insurance plans of  CARBONIC  and  its subsidiaries or any successor
plan or program in effect at or after Termination  for  employees  in  the same
class or category as was COLLEN prior to his Termination, subject to the  terms
of  such  plans  and  to  COLLEN's  making  any  payments  therefor required of
employees in the same class or category as was COLLEN prior to his Termination.
In the event COLLEN is ineligible to continue to be so covered  under the terms
of  any  such benefit plan or program, or, in the event COLLEN is eligible  but
the benefits  applicable  to  COLLEN  under  any  such  plan  or  program after
Termination  are  not  substantially  equivalent to the benefits applicable  to
COLLEN immediately prior to Termination, then, until COLLEN's Normal Retirement
Date, CARBONIC shall provide such substantially  equivalent  benefits,  or such
additional  benefits  as  may  be  necessary to make the benefits applicable to
COLLEN substantially equivalent to those  in effect before Termination, through
other  sources; PROVIDED, HOWEVER, that if during  such  period  COLLEN  should
enter into  the  employ of another company or firm which provides substantially
similar insurance  benefit  coverage,  COLLEN's participation in the comparable
benefit provided by CARBONIC either directly  or  through  such  other  sources
shall cease.  Nothing contained in this paragraph shall be deemed to require or
permit  termination  or restriction of any COLLEN's coverage under any plan  or
program of CARBONIC, or  any  of  its  subsidiaries  or  any  successor plan or
program  thereto to which COLLEN is entitled under the terms of  such  plan  or
program thereto  to  which  COLLEN  is entitled under the terms of such plan or
program.

      (e)  OWNERSHIP OF PERQUISITES.   The  ownership of COLLEN's company owned
automobile shall be transferred, at book value,  to  him  within 30 days of his
Termination, if he so desires.

      (f)  RELOCATION  BENEFITS.   If  COLLEN  has  moved  his residence  to  a
different city at the request of CARBONIC or any of its subsidiaries  within 24
months  before or after a Change in Control but before Executive's Termination,
CARBONIC  shall  provide  all  benefits  available to employees in the class or
category  as was COLLEN prior to his Termination  under  CARBONIC's  relocation
policy as in  effect  immediately  prior  to the Change in Control, to relocate
COLLEN and his family to any city of COLLEN's  choice within the United States.
COLLEN must request this benefit within 12 months of his Termination.

      (g)  OTHER BENEFIT PLANS.  The specific arrangements  referred to in this
Section 3 are not intended to exclude COLLEN's participation  in  other benefit
plans  in  which  COLLEN  currently  participates  or  which  are or may become
available to executive personnel generally in the class or category  of  COLLEN
or to preclude other compensation or benefits as may be authorized by the Board
of Directors from time to time.

      (h)  NO  DUTY  TO  MITIGATE.  COLLEN's entitlement to benefits under this
plan shall not be governed  by  any  duty  to  mitigate  his damages by seeking
further  employment nor offset by any compensation which he  may  receive  from
future employment.

      (i)  PAYMENT  OBLIGATIONS  ABSOLUTE.   Unless  Section  4  is applicable,
CARBONIC's obligation to pay or cause to be paid to COLLEN the benefits  and to
make  the  arrangements  provided  in  this  Section  3  shall  be absolute and
unconditional and shall not be affected by any circumstances, including without
limitation,  any  set  off,  counterclaim, recoupment, defense or other  right,
which CARBONIC may have against  him or anyone else.  All amounts payable by or
on behalf of CARBONIC under this agreement shall, unless specifically stated to
the contrary in this agreement, be  paid  without  notice  or demand.  Each and
every  payment made hereunder by or on behalf of CARBONIC shall  be  final  and
CARBONIC  and  its  subsidiaries  shall not, for any reason whatsoever, seek to
recover all or any part of such payment  from  COLLEN or from whomever shall be
entitled thereto.

      4.   CONDITIONS TO THE OBLIGATIONS OF CARBONIC.   CARBONIC  shall have no
obligation to provide or cause to be provided to COLLEN the rights and benefits
described in Section 3 hereof if either of the following events shall occur:

      (a)  TERMINATION FOR CAUSE.  CARBONIC shall terminate COLLEN's employment
for  "cause."   For  purposes of this Agreement, termination of employment  for
"cause" shall mean termination  for  conviction of a felony directly related to
the performance of his duties as an employee of CARBONIC.

      (b)  RESIGNATION  AS DIRECTOR OR  OFFICER.   COLLEN  shall  fail,  within
thirty (30) days after receiving  notice  to do so after Termination, to resign
as a director and/or officer of CARBONIC and  each  subsidiary and affiliate of
CARBONIC of which he is then serving as a director and/or officer.

      5.  CONFIDENTIALITY; NON-SOLICITATION; COOPERATION; CONSULTANCY.

      (a)  CONFIDENTIALITY.   COLLEN  agrees  that  at  all   times   following
Termination,  he  will  not,  without  the  prior  written  consent of CARBONIC
disclose  to  any person, firm or corporation any confidential  information  of
CARBONIC or its  subsidiaries which is known to him or which hereafter (whether
before or after his  Termination)  may  become  known to him as a result of his
employment  or  association  with CARBONIC and which  could  be  helpful  to  a
competitor;  provided,  however,   that   the  foregoing  shall  not  apply  to
confidential information that becomes publicly disseminated by means other than
a breach of this Agreement.

      (b)  COOPERATION.    COLLEN  agrees  that,   at   all   times   following
Termination, he will furnish  such  information  and render such assistance and
cooperation as may reasonably be requested in connection with any litigation or
legal proceedings concerning CARBONIC or any of its  subsidiaries  (other  than
any legal proceedings concerning COLLEN's employment).  In connection with such
cooperation,  CARBONIC will pay or reimburse COLLEN for all reasonable expenses
incurred in cooperating with such requests.

      (c)  CONSULTATION.   COLLEN  agrees  that  for  a period of two (2) years
following the date of Termination he will make himself  available  to  CARBONIC
and  its  subsidiaries for consultation with senior officers of CARBONIC or  of
its subsidiaries,  as the case may be; provided, however, that COLLEN shall not
be required to perform  consulting  services (i) for more than five days in any
month and (ii) for more than 30 hours  in  any  month.   It is expressly agreed
that COLLEN's consulting services will be required at such time and such places
as  will  result  in the least inconvenience to and not impose  a  hardship  on
COLLEN to honor such  other  commitments  prior to his rendering services under
this agreement.  It is further agreed that  COLLEN's  consulting services shall
be rendered by personal consultation at COLLEN's principal residence or office,
wherever maintained, or by correspondence through mail,  telephone or telegraph
or  other  similar  modes  of communications at times, including  weekends  and
evenings, most convenient to  COLLEN.  CARBONIC and COLLEN agree that if during
such period, COLLEN should enter  into  the full-time employ of another company
or firm, COLLEN shall not be required to  consult  at  times or on matters that
will  conflict  with  his  responsibilities  with respect to  such  employment.
COLLEN  will  be paid by CARBONIC reasonable compensation  and  all  reasonable
expenses for such  consulting  services.  The failure of CARBONIC and COLLEN to
agree on the compensation and/or  expenses  to be paid to COLLEN by CARBONIC or
its  subsidiaries, shall be cause for COLLEN to  discontinue  his  consultation
services.

      (d)  REMEDIES  FOR BREACH.  It is recognized that damages in the event of
breach of this Section  5  by  COLLEN would be difficult, if not impossible, to
ascertain, and it is therefore agreed  that CARBONIC in addition to and without
limiting any other remedy or right it may  have  shall  have  the  right  to an
injunction  or  other  equitable relief in any court of competent jurisdiction,
enjoining any such breach,  and  COLLEN here waives any and all defenses he may
have on the ground of lack of jurisdiction  or competence of the court to grant
such an injunction or other equitable relief.   The  existence  of  this  right
shall not preclude CARBONIC from pursuing any other rights and remedies at  law
or in equity which CARBONIC may have.

      6.   TERM  OF  AGREEMENT.   Subject  to  Section 2 hereof, this Agreement
shall terminate on December 31, 1999; provided,  however,  that  this Agreement
shall  automatically  renew  for  successive  one-year  terms  unless  CARBONIC
notifies  COLLEN in writing at least 180 days prior to an expiration date  that
it does not  desire to renew the Agreement for an additional term; and provided
further, however,  that  such notice shall not be given and if given shall have
no effect (i) within three  years  after a Change in Control or (ii) during any
period of time when CARBONIC has reason  to  believe  that any third person has
begun a tender or exchange offer, circulated a proxy to  stockholders, or taken
other steps or formulated plans to effect a Change in Control,  such  period of
time  to  end  when, in the opinion of the Board of Directors, the third person
has abandoned or terminated his efforts or plans to effect a Change in Control.

      7.   EXPENSES.   CARBONIC shall pay or reimburse COLLEN for all costs and
expenses, including, without  limitation,  court  costs  and  attorneys'  fees,
incurred  by  COLLEN  as  a result of any claim, action or proceeding by COLLEN
against CARBONIC arising out  of, or challenging the validity or enforceability
of, this Agreement or any provision of this agreement.

      8.   MISCELLANEOUS.

      (a)  ASSIGNMENT.  No right,  benefit  or  interest  under  this agreement
shall  be  subject  to  assignment, anticipation, alienation, sale encumbrance,
charge, pledge, hypothecation  or  set-off  in  respect  of  any claim, debt or
obligation,  or  to  execution, attachment, levy or similar process;  provided,
however, that COLLEN may  assign  any  right,  benefit  or  interest under this
agreement if such assignment is permitted under the terms of any plan or policy
of insurance or annuity contract governing such right, benefit or interest.

      (b)  CONSTRUCTION  OF  AGREEMENT.   Nothing  in this Agreement  shall  be
construed to amend any provision of any plan or policy  of  CARBONIC other than
as specifically stated here.  This Agreement is not, and nothing  here shall be
deemed to create an employment contract between COLLEN and CARBONIC  or  any of
its  subsidiaries.   COLLEN  acknowledges  that  the rights of CARBONIC and the
subsidiary employing him to change or reduce at any  time and from time to time
his compensation, title, responsibilities, location and  all  other  aspects of
the  employment relationship or to discharge him proper to a Change in  Control
shall  remain wholly unaffected by the provisions of this Agreement.  No waiver
by either  party to this Agreement at any time of any breach by the other party
to this agreement,  or  noncompliance  with  any condition or provision of this
Agreement to be performed by such other party  shall be deemed a waiver of that
or  of  any  provision  or condition.  This Agreement  sets  forth  the  entire
agreement of the parties  on the subjects addressed herein and no agreements or
representations, express or  implied  on such subjects have been made by either
party which are not set forth expressly in this Agreement.

      (c)  AMENDMENT.  This Agreement may  not be amended, modified or canceled
except by written agreement of the parties.

      (d)  WAIVER.  No provision of this Agreement  may  be  waived except by a
writing signed by the party to be bound there.

      (e)  SEVERABILITY.  In the event that any provisions or  portion  of this
Agreement  shall  be  determined to be invalid or unenforceable for any reason,
the remaining provisions  of  this  Agreement  shall  remain  in full force and
effect to the fullest extent permitted by law.

      (f)  SUCCESSORS.  This Agreement shall be binding upon and  inure  to the
benefit  of COLLEN and his personal representative and heirs, and CARBONIC  and
any  successor   organization   or   organizations   which   shall  succeed  to
substantially all of the business and property of CARBONIC whether  by means of
merger,  consolidation,  acquisition  of  substantially  all  of the assets  of
CARBONIC  or  otherwise,  including  by operation of law.  References  here  to
duties and obligations of CARBONIC following  a  Change  in Control are binding
upon  and  shall  be  the  joint and several liability of CARBONIC  and/or  any
successor of it and all subsidiaries  of  CARBONIC and/or any successors of any
of them.

      (g)  TAXES.  Any payment or delivery  required under this Agreement shall
be subject to all requirements of the law with  regard to withholding of taxes,
filing, making of reports and the like, and CARBONIC shall use its best efforts
to satisfy promptly all such requirements.

      (h)  CORPORATE AUTHORITY.  CARBONIC represents  that  this Agreement, and
the transactions contemplated herein and the execution and delivery hereof have
been  duly  authorized  by all necessary corporate actions, including,  without
limitation the action on  the  part  of  the  Board  of Directors, officers and
agents  of  CARBONIC.  Furthermore, CARBONIC represents  that  the  appropriate
corporate meetings  were  held  authorizing  the aforementioned obligations and
that  copies  of such corporate minutes and corporate  resolutions  authorizing
this transaction will be delivered to COLLEN upon request.

      (i)  NOTICES.  All notices required to be given under this Agreement must
be in writing.   Notices  under  this  Agreement will be deemed duly served and
given when either (a) personally delivered to the party or the designated agent
of the party to whom such notices are directed;  or  (b)  deposited in the U.S.
Mail,  first  class  postage pre-paid, addressed to the party  at  the  address
listed for the party in  the  introductory  paragraph of this Agreement or such
other address as maybe designated by party in writing.

      (j)  CHOICE OF LAW.  This Agreement has  been  executed  and delivered in
the State of Texas and shall be interpreted under and construed  in  accordance
with the laws of the State of Texas.  It is agreed that Texas Law will  control
the validity of and the obligations of the parties covered by this Agreement.

      (k)  JURISDICTION AND VENUE.  All actions or proceedings with respect  to
or  arising  directly  or  indirectly  in  connection with, out of or from this
Agreement or any of the agreements contemplated  herein  made  by  any  of  the
parties  hereto  shall  be  litigated  in  courts having situs in Bexar County,
Texas, and each party hereto hereby submits  to the jurisdiction of such courts
in any such action and hereby waives any rights  that they may have to transfer
or change the jurisdiction or venue of any litigation  brought  against them in
accordance with this section.

      (l)  GOVERNING  LAW.  This Agreement sets forth the entire agreement  and
understanding of the parties  to  this  agreement  with  respect to the matters
covered herein.

      (m)  COUNTERPARTS.   This  Agreement  may be executed in  any  number  of
counterparts, each of which shall be deemed an  original  instrument  in  which
will  have  the  same  effect as the original instrument and all of which shall
constitute one in the same agreement.

      IN WITNESS, the parties  have  executed  this Agreement as of the day and
year first above written.

                                 CARBONIC RESERVES


                                 By:  WILLIAM M. BEARD
                                      William M. Beard
                                      Chairman of the Board of Directors
                                      of Carbonic Reserves


                                      CLIFFORD H. COLLEN, JR.
                                      Clifford H. Collen, Jr.
  

STATE OF OKLAHOMA     )
                      ) ss:
COUNTY OF OKLAHOMA    )

      Subscribed to, sworn to, and acknowledged  before me by WILLIAM M. BEARD,
as CHAIRMAN OF THE BOARD OF DIRECTORS of CARBONIC RESERVES, by and on behalf of
and with the authority of the shareholders and the  Board  of Directors of said
corporation on this the 24th day of January, 1997, to certify  which witness my
hand and seal of office.


                                       REBECCA G. WITCHER                      
                                       Rebecca G. Witcher
                                       Notary Public, State of Oklahoma
                                       Exp. 9/16/00

STATE OF TEXAS  )
                ) ss:
COUNTY OF BEXAR )


      Subscribed to, sworn to and acknowledged before me by CLIFFORD H. COLLEN,
JR.,  on  this  the 25th day of January, 1997, to certify which witness my hand
and seal of office.


                                       SUSAN M. NEWLON
                                       Notary Public, State of Texas