(10.76)         Pledge Agreement between Orlando E. Panfile and Aero
                Services International Inc. dated May 10, 1996.

                          PLEDGE AGREEMENT

        THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made and
entered into as of the 10th day of May, 1995, by and between
ORLANDO E. PANFILE ("Panfile") and AERO SERVICES INTERNATIONAL,
INC., a Louisiana corporation ("Aero").

        WHEREAS, as of even date herewith, Panfile, Aero, and Jason
IV Aviation, Inc., a Louisiana corporation controlled by Panfile
("Jason IV"), have entered into that certain Transfer Agreement
(the "Asset Purchase Agreement"), pursuant to which Aero has
agreed to sell, transfer and assign certain rights and assets,
as more particularly described in the Asset Purchase Agreement,
to Jason IV; and

        WHEREAS,  as of even date herewith, in accordance with the
Asset Purchase Agreement, Jason IV has executed and delivered to
Aero (i) that certain promissory note in the original principal
amount of One Hundred Thousand Dollars ($100,000) (the "A Note")
and (ii) that certain promissory note in the original principal
amount of Five Hundred Thousand Dollars ($500,000) (the "B
Note"); and

        WHEREAS, the A Note and the B Note, each of which is more
particularly described in the Asset Purchase Agreement, may,
hereinafter, be referred to, collectively as the "Notes"; and

        WHEREAS, the execution, delivery and performance under the
Asset Purchase Agreement will be to the economic benefit of
Panfile; and

        WHEREAS, as a condition for entering into the Asset
Purchase Agreement and accepting the Notes in accordance
therewith, Aero has required that Panfile execute and deliver
that certain guaranty and suretyship agreement or even date
herewith (the Panfile Guaranty), pursuant to which Panfile
guarantees and becomes surety for the full and prompt payment of
all amounts due and payable or that may become due and payable
by Jason IV to Aero under the Notes and/or the indemnification
provisions set forth in Section 14.2 of the Asset Purchase
Agreement; and

        WHEREAS, as a further condition for entering into the Asset
Purchase Agreement and accepting the Notes in accordance
therewith, and as security for the full and complete performance
of his obligations under this Panfile Guaranty, Aero has
required that Panfile execute and deliver this pledge agreement,
pursuant to which Panfile pledges all of the issued and
outstanding stock in Jason IV to Aero; 

        NOW, THEREFORE, in consideration of these premises and for
other good and valuable consideration, the receipt and suffi-
ciency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

        1.      Recitals Incorporated.  The parties hereto acknowledge
and agree that the foregoing recitals constitute a material part
of this Pledge Agreement, and the same are expressly
incorporated herein by this reference.

        2.      Definitions.  In addition to the terms defined
elsewhere in this Pledge Agreement, unless otherwise stated in
this Pledge Agreement, the following terms will have the
meanings set forth below.  Capitalized terms not defined herein
shall have the meanings ascribed to such terms in the Asset
Purchase Agreement.

        3.      Material Inducement.  Panfile acknowledges and agrees
that Aero would not enter into the Asset Purchase Agreement or
accept the Notes thereunder without the execution of this Pledge
Agreement by Panfile, and, further, that this Pledge Agreement
constitutes a material inducement to Aero in respect of the
foregoing.

        4.      Effectiveness and Priority.  Panfile has represented
to Aero that, as of the date hereof, the Pledged Shares are
subject to a prior pledge to Gulf Coast Bank (as defined in the
Asset Purchase Agreement).  Panfile and Aero acknowledge and
agree that this Pledge Agreement shall be effective on the first
to occur of (i) the date on which a Senior Lender (as defined in
the Asset Purchase Agreement) has provided financing to
Purchaser as contemplated in the Asset Purchase Agreement, (ii)
the date on which Gulf Coast Bank has consented to Aero's second
priority security interest in the Pledged Shares, or (iii) the
one hundred twentieth (120th) day after the Closing Date.  The
foregoing notwithstanding, unless Panfile shall demonstrate to
Aero's reasonable satisfaction, within ten (10) days from the
date hereof, that there exists a current, perfected security
interest in the Pledged Shares in favor of Gulf Coast Bank, this
Pledge Agreement shall be effective as of the date hereof.  On
the effectiveness of this Pledge Agreement, Aero shall have a
security interest in the Pledged Shares which shall be
subordinate in priority only to (i) the Senior Lender (but only
if and to the extent that the Senior Lender requires a pledge of
the Pledged Shares) or (ii) Gulf Coast Bank (but only if and to
the extent that Gulf Coast Bank has a perfected security
interest in the Pledged Shares).

        5.      Pledge of Shares.  Panfile hereby pledges and assigns
to Aero, and grants to Aero a continuing lien and security
interest in all of the issued and outstanding shares of Jason IV
stock now or hereafter registered in the name of Panfile, as
represented by the certificates specified on Exhibit A hereto,
as modified or amended from time to time (the "Pledged Shares"),
and any proceeds thereof and all dividends and other payments
and distributions hereafter made upon or with respect to the
Pledged Shares and any proceeds thereof (such amounts being
collectively called herein the "Proceeds," and the Pledged
Shares and the Proceeds are hereinafter referred to,
collectively, as the "Collateral"), as security for the due and
punctual payment of all amounts due and payable or that may
become due and payable by Jason IV to Aero under the Notes
and/or the indemnification provisions set forth in Section 14.2
of the Asset Purchase Agreement (collectively, the
"Obligations").  Panfile shall deliver, or cause to be
delivered, to Aero all of the original certificate(s) evidencing
ownership of the pledged shares, together with stock powers duly
executed in blank.  If, during the term of this Pledge
Agreement, any new or additional shares of capital stock of
Jason IV, whether created in respect of the Pledged Shares, by
stock split, stock dividend, reclassification, readjustment, or
otherwise, are issued to Panfile, such new or additional shares
shall, without any further act or deed, become Pledged Shares
and shall be delivered to Aero to be held in the same manner and
on the same terms and conditions as the shares originally
deposited and pledged pursuant to this Pledge Agreement. 
Panfile hereby appoints Aero as Panfile's attorney-in-fact to
arrange for the transfer of the Pledged Shares on the books of
Aero in accordance with the terms of this Pledge Agreement.  The
aforesaid appointment constitutes a power coupled with an
interest and shall not be revocable until payment in full of the
Obligations.  

        6.      Deposit and Holding of Pledged Shares.  At such time
as this Pledge Agreement is effective in accordance with Section
4 hereof, Purchaser shall cause the Pledged Shares to (i) be
delivered to Aero to be held as security for the Obligations in
accordance with the provisions of this Agreement, or (ii) to be
held by the Senior Lender or Gulf Coast Bank, as the case may
be, in trust for Aero subject to such party's perfected security
interest therein.  In furtherance of the foregoing, Panfile
shall direct the Senior Lender or Gulf Coast Bank, as the case
may be, that, so long as there is an outstanding balance under
the Notes, or the Panfile Guaranty, the Pledged Shares shall not
be released to Panfile or to any other party, but, on
satisfaction of the obligations of Panfile and/or Jason IV to
such secured party, the Pledged Shares shall be released to
Aero.

        7.      Ownership of Pledged Shares.  So long as no Event of
Default (as defined in Section 11 hereof) has occurred and is
continuing, Panfile shall be entitled to all voting rights and
all other incidents of ownership with respect to the Pledged
Shares.  On the occurrence and continuance of an Event of
Default, subject to the interest of the Senior Lender or Gulf
Coast Bank, as the case may be, Aero shall be entitled to
exercise all voting rights and privileges whatsoever with
respect to the Pledged Shares, and to that end Panfile hereby
constitutes Aero as Panfile's proxy and attorney-in-fact for
purposes of voting the Pledged Shares.  The aforesaid
appointment constitutes a power coupled with an interest and
shall not be revocable until performance in full of the Obliga-
tions.  All Persons shall be entitled to rely conclusively upon
Aero's written certification that it is entitled to vote the
Pledged Shares in accordance with this Section 7.

        8.      Covenants.  To the extent required by law from time to
time to perfect or maintain Aero's security interest in the
Collateral, Panfile will, at Panfile's expense and in such
manner and form as Aero may request, execute, deliver, file and
record any financing statement, specific assignment or other
paper and take any other action that may be necessary or
advisable, or that Aero may reasonably request, in order to
create, preserve, perfect, maintain the perfection of or
validate any lien or security interest granted hereunder or to
enable Aero to exercise and enforce its rights hereunder with
respect to any of the Collateral.  To the extent permitted by
law, Panfile hereby authorizes Aero to execute and file, in the
name of Panfile or otherwise, Uniform Commercial Code financing
statements which Aero in its sole discretion may deem necessary
or appropriate to further perfect or maintain the security
interest granted hereunder.  If, for any reason, the
certificate(s) evidencing the Pledged Shares are delivered to
Panfile while there remains an outstanding balance under the
Notes, the Asset Purchase Agreement or the Panfile Guaranty,
Panfile shall immediately deliver such certificate(s) to Aero. 
Panfile shall also direct the Senior Lender and Gulf Coast Bank,
as the case may be, on the release of the Pledged Shares by such
party, for any reason, the Pledged Shares shall be released and
delivered by such party to Aero so long as there is an
outstanding balance under the Notes, the Asset Purchase
Agreement or the Panfile Guaranty. 

        9.      Representations and Warranties.  Panfile represents
and warrants to Aero as follows:

                9.1.    Title.  Panfile is the legal, beneficial and
record owner of the Pledged Shares, and Panfile owns the Pledged
Shares free and clear of any lien, encumbrance, security
interest, claim or restriction (collectively, "Liens" and
individually a "Lien"), other than the lien of Gulf Coast Bank
(which lien is as represented in Section 4 hereof and Section
2.5 of the Asset Purchase Agreement), and Panfile has the full
power and authority to pledge and grant a security interest in
the Pledged Shares to Aero pursuant to this Pledge Agreement,
except for the consent of Gulf Coast Bank.

                9.2.    Execution; Binding Obligation.  This Pledge
Agreement has been duly executed and delivered by Panfile and
constitutes the legal, valid and binding obligation of Panfile. 
The execution, delivery, performance and enforcement of this
Pledge Agreement do not and will not contravene, or constitute
a default under, any provision of applicable law or regulation
or any agreement, judgment, injunction, order, decree or other
instrument binding on Panfile or result in the creation or impo-
sition of any Lien (other than the pledge and security interest
granted hereunder) against any asset of Panfile.  Panfile has
not taken and will not take any action which would prevent Aero
from enforcing any of the terms and conditions of this Pledge
Agreement.
 
        10.     Maintenance of Priority of Pledge.  So long as the
Pledged Shares are held as security hereunder:  
(i) Panfile shall pay and discharge all taxes, assessments and charges
imposed on the Pledged Shares by any federal, state or local
governmental authority, the Liens of which would or might be
prior to the rights of Aero in and to the Pledged Shares
hereunder; (ii) Panfile shall not sell, transfer, encumber or
otherwise dispose of all or any part of the Pledged Shares; and
(iii) Panfile shall execute and deliver such further documents
and take such further actions as may be reasonably required in
order to confirm the rights of Aero in and to the Pledged Shares
or otherwise to effectuate the intent of the parties to this
Agreement.

        11.     Events of Default.  Each of the following shall
constitute an "Event of Default" hereunder:
(i) the failure on the part of Jason IV or Panfile to make any payment when due
under the Notes and/or the indemnification provisions set forth
in Section 14.2 of the Asset Purchase Agreement; (ii) any breach
by Panfile of any covenant contained in the Panfile Guaranty or
in this Pledge Agreement, or in any other document or agreement
executed by Panfile in connection with the Asset Purchase
Agreement or with respect to the transactions contemplated
therein; (iii) any representation or warranty made by Panfile in
the Asset Purchase Agreement or in this Pledge Agreement shall
prove to be untrue in any material respect; or (iv) the failure
on the part of Jason IV or Panfile to make any payment when due
to the Senior Lender or Gulf Coast Bank.

        12.     Remedies On Event of Default.  On the occurrence of an
Event of Default, Aero shall have the following rights and
remedies, in addition to all other rights or remedies provided
herein or by law with respect to the Pledged Shares, all of
which shall be cumulative and may be exercised from time to time
either successively or concurrently:

                (a)  To declare this Agreement immediately in default
and, upon possession thereof, to sell the Pledged Shares or any
portion thereof, from time to time upon ten (10) days' prior
written notice to Panfile of the time and place of sale (which
notice Panfile hereby agrees is commercially reasonable), for
cash or upon credit or for future delivery (Panfile hereby
waives all rights, if any, of marshalling the Pledged Shares and
any other security), for the payment of the Obligations, and at
the option and in the complete discretion of Aero, either: 
(i) at a public sale or sales; or (ii) at a private sale or
sales.  From time to time Aero may, but shall not be obligated
to, postpone the time of any proposed sale of any of the Pledged
Shares, which has been the subject of a notice as provided
above, and also, upon ten (10) days' written notice to Panfile
(which notice Panfile agrees is commercially reasonable), may
change the time and place of such sale. 

                (b)  To exercise all rights of a secured party under
the Uniform Commercial Code of the Commonwealth of Pennsylvania
(as amended from time to time) and all other applicable laws.

        In the case of any sale by Aero of the Pledged Shares or
any portion thereof on credit or for future delivery, which may
be elected at the option and in the complete discretion of Aero,
the Pledged Shares so sold may, at Aero's option, either be
delivered to the purchaser with proper security retained
therefor reasonably satisfactory to Aero or retained by Aero
until the selling price is paid by the purchaser, but in either
event Aero shall incur no liability in case of failure of the
purchaser to take up and pay for the Pledged Shares so sold.  In
case of any such failure, such Pledged Shares may again be sold
by Aero in the manner provided for in this Section 12.

        After deducting all its reasonable costs set forth therein
and expenses of every kind, including, without limitation, legal
fees and registration fees and expenses, if any, in connection
with the sale of the Pledged Shares, Aero shall apply the
residue of the proceeds of any sale or sales of the Pledged
Shares to the Obligations.  Aero shall not incur any liability
as a result of the sale of the Pledged Shares at any private
sale or sales, and Panfile hereby waives any claim arising by
reason of the fact that the price or prices for which the
Pledged Shares or any portion thereof is sold at such private
sale or sales is less than the price which would have been
obtained at a public sale or sales or is less than the Obliga-
tions, even if Aero accepts the first offer received and does
not offer the Pledged Shares or any portion thereof to more than
one offeree.

        If Aero shall determine to exercise its right to sell all
or any of the Collateral, Panfile agrees to indemnify and hold
harmless Aero (and any person controlling the foregoing), such
indemnification to remain operative regardless of any
investigation made by or on behalf of Aero (or any person con-
trolling the foregoing), from and against any loss, liability,
claim, damage, expense (and reasonable counsel fees incurred in
connection therewith) insofar as such loss, liability, claim,
damage or expense arises out of or is based upon any untrue
statement of a material fact by Panfile or any omission by
Panfile of any material fact necessary in order to make any
statements made by Panfile not misleading in light of the
circumstances in which they were made, in each case in
connection with such sale (or any such statement or omission
made by any other person in reliance upon any such statement or
omission made by Panfile).

        13.     Expenses.  Panfile will forthwith on demand pay to
Aero:  (i) the amount of any taxes which Aero may have been
required to pay by reason of the granting of the security
interest hereunder (including any applicable transfer taxes) or
to free any of the Collateral from any Lien thereon; and (ii)
the amount of any and all out-of-pocket expenses, including the
fees and disbursements of counsel, which Aero may incur in
connection with (A) the collection, sale or other disposition of
any of the Collateral or (B) the exercise by Aero of any of the
rights conferred upon it hereunder.

        14.     Release of Pledged Shares.  Aero, after taking
possession of the Pledged Shares as provided hereunder, shall
release the Pledged Shares to Panfile, as follows:

                14.1.            On full payment and performance of the
Obligations owing by Panfile to Aero on account of, or in
connection with, the Guaranty, this Pledge Agreement shall
terminate and Aero shall redeliver possession of the Pledged
Shares (to the extent of its possession thereof) as Panfile may
then direct.

                14.2.            Following an Event of Default, if Aero
elects to retain any portion of the Pledged Shares, then, Aero
shall deliver a stock certificate or certificates to Panfile
evidencing the balance of the Pledged Shares owned by Panfile,
if any such balance exists.

        15.     Reinstatement of Lien.  If at any time, payment,
satisfaction or performance of the Obligations is rescinded or
must otherwise be restored or returned upon the insolvency,
bankruptcy, or reorganization of Aero or Panfile, or either of
them, or otherwise, the obligations of Panfile hereunder with
respect to the Collateral shall be reinstated at such time as
though payment, satisfaction or performance had been due but had
not been made or performed.

        16.     Resignation of Panfile.  In connection with this
Pledge Agreement, Panfile has executed and delivered to Aero
Panfile's undated resignation as a director and officer of Jason
IV, which resignation shall be effective, without any further
action by Panfile, on the occurrence of an Event of Default
hereunder.

        17.     Panfile's Obligations Not Affected; No Waiver, Etc. 
The undertakings of Panfile hereunder shall remain in full force
and effect without regard to, and shall not be impaired by, any
of the following:

                (a)     any exercise or failure to exercise, or any
waiver, by Aero of any right, remedy, power or privilege under
or in respect of any of the Obligations;

                (b)     any amendment to or modification of any
agreement, instrument or document evidencing any of the Obliga-
tions;

                (c)     any amendment to or modification of any in-
strument securing any of the Obligations or the release or
discharge or termination of any security or guarantee for any of
the Obligations, whether or not Panfile shall have notice or
knowledge of any of the foregoing;

                (d)     any extension, renewal, settlement, compromise,
waiver or release in respect of any obligation of any party with
respect to the Notes;

                (e)     any release, nonperfection or invalidity of any
direct or indirect security for any obligation of any party
under the Asset Purchase Agreement or the Notes;

                (f)     any change in the corporate existence, structure
or ownership of Aero or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting such party
or its assets;

                (g)     the existence of any claim, setoff or other
rights which any person may have against any other person, whe-
ther in connection herewith or under the Asset Purchase
Agreement or the Notes;

                (h)     any invalidity or unenforceability relating to or
against any party for any reason of (to the extent applicable)
this Pledge Agreement, the Asset Purchase Agreement or the Notes
or any provision of applicable law or regulation purporting to
prohibit any payment under the Notes; or

                (i)     any other act (other than the payment, satisfac-
tion and performance of the Obligations) or omission to act or
delay of any kind by any person or any other circumstances what-
soever which might, but for the provisions of this Section 12,
constitute a legal or equitable discharge of Aero under the
Notes.

          If at any time, payment, satisfaction or performance
of the Obligations is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy, or reorganization of
Aero, Panfile, or Jason IV, or any of them, or otherwise, the
obligations of Panfile hereunder with respect to the Collateral
shall be reinstated at such time as though payment, satisfaction
or performance had been due but had not been made or performed.

          Aero's prior recourse to any part or all of any colla-
teral securing the Obligations shall not constitute a condition
of any demand, suit or proceeding for payment or collection of
the obligations of Panfile hereunder.  No act, failure or delay
by Aero shall constitute a waiver of its rights and remedies
hereunder or otherwise.  No single or partial waiver by Aero of
any default or right or remedy which it may have shall operate
as a waiver of any other default, right or remedy or of the same
default, right or remedy on a future occasion.  Panfile hereby
waives presentment, notice of dishonor and protest of all
instruments included in or evidencing any of the Obligations of
Panfile or the collateral securing such Obligations, and any and
all other notices and demands whatsoever (except as otherwise
expressly provided herein).

        18.     Miscellaneous Provisions. 

                18.1.            Severability.  Any invalidity, in whole or
in part, of any provision of this Pledge Agreement shall not
affect the validity or enforceability of any other provisions
hereof.

                18.2.            Cumulation of Remedies.  All remedies
available to either party hereunder, at law or in equity, for
breach or violation of this Pledge Agreement are cumulative and
may be exercised concurrently or separately, and the exercise of
any one remedy shall not be deemed an election of such remedy to
the exclusion of other remedies.

                18.3.            Waiver.  A waiver, express or implied, by
either party of any default by the other in the observance and
performance of any of the conditions, covenants or duties set
forth herein shall not constitute or be construed as a waiver of
any subsequent default.
        
                18.4.            Assignment.  Neither party shall assign the
whole or any part of this Pledge Agreement without the prior
written consent of the other party.

                18.5.            Notices.  All notices, requests, demands,
directions and other communications required or permitted under
the provisions of this Pledge Agreement, or otherwise with
respect hereto, shall be in writing and shall be:  (i) mailed by
first class registered or certified mail, return receipt
requested, postage prepaid; or (ii) sent by next day business
courier (such as Federal Express or the like); or (iii)
personally delivered; or (iv) transmitted by fax, telegram or
telex (with a hard copy to follow within twenty-four (24) hours
by first class registered or certified mail, return receipt
requested, postage prepaid, or by next day business courier
[such as Federal Express or the like], or by personal delivery),
as follows:

if to Aero, to:

        Aero Services International, Inc.
        660 Newtown-Yardley Road
        Newtown, Pennsylvania  18940
        Attention:  James Affleck
        Facsimile:  (215) 968-6010        

with a copy to:

        Eckert Seamans Cherin & Mellott
        One South Market Square Building
        213 Market Street, P. O. Box 1248
        Harrisburg, PA  17108-1248
        Attention:  Christopher M. Cicconi, Esquire
        Facsimile:  (717) 237-6019

if to Panfile, to:

        Orlando E. Panfile
        96 Buckhaven Hill
        Upper Saddle River, New Jersey  07458
        Facsimile:  

with a copy to:

        Simon, Peragine, Smith & Redfearn, L.L.P.
        30th Floor Energy Centre
        1100 Poydras Street
        New Orleans, Louisiana  70163-3000
        Attention:  Guy W. Smith, Esq.
        Facsimile:  (504) 569-2999

or to such other address(es) or to the attention of such other
person(s) and officer(s) as the addressee of any such notice
shall have previously furnished to the sender in writing.  Each
notice or communication which shall be transmitted in the manner
described above, or which shall be delivered to a telegraph
company, shall be deemed sufficiently given, served, sent, or
received for all purposes at such time as it is sent to the
addressee (with return receipt, delivery receipt [or with
respect to a telex the answer back, or a fax the activity
report] being deemed conclusive evidence of such mailing,
transmission or delivery), or at such time as delivery is
refused by the addressee on presentation.  

                18.6.            Headings.  The headings contained herein are
for convenience of reference only and shall not control the
interpretation of any terms or provisions hereof.

                18.7.            Entire Agreement.  This Pledge Agreement,
together with the Asset Purchase Agreement and the Panfile
Guaranty, constitutes the entire agreement between the parties
and supersedes all prior written and oral and all
contemporaneous oral agreements or understandings between the
parties with respect to the subject matter hereof.

                18.8.            Amendments.  This Pledge Agreement may not
be modified or amended, except by a writing signed by both
parties hereto.

                18.9.            Governing Law.  This Pledge Agreement shall
be governed by and construed and interpreted in accordance with
the laws of the Commonwealth of Pennsylvania, including its
statutes of limitations but without regard to its rules
regarding conflict of laws. 

                18.10.           Recitals Incorporated.  The recitals
appearing before Section 1 hereof constitute a material part of
this Pledge Agreement, and are expressly incorporated herein by
reference.

                18.11.           Counterparts.  This Pledge Agreement may be
executed in one (1) or more counterparts.  Each full counterpart
shall be deemed an original, but all such counterparts, taken
together, shall constitute one and the same instrument.

        IN WITNESS WHEREOF, and intending to be legally bound, the
parties hereto have executed and delivered this Pledge Agreement
as of the day and year first above written.

                       AERO SERVICES INTERNATIONAL, INC.
Witness/Attest:

B. R. Adkins                        By:     R. T. Brant         
                          
                                    Its:     Chairman & CEO         
                 



Kerry Wilt                          Orlando E. Panfile                       
         
                                    Orlando E. Panfile
                                                   
xhibit A
                                                  to
                                        Stock Pledge Agreement



                              Number of Common Stock and Certificate Nos.


                                   1,000 shares - certificate no. 2
                                         STOCK TRANSFER POWER



        KNOW ALL MEN BY THESE PRESENTS, for value received, the
undersigned hereby sells, assigns and transfers unto Aero
Services International, Inc., a Louisiana corporation (the
"Secured Party"), 1,000 shares of the common stock of Jason IV
Aviation, Inc., a Louisiana corporation ("Jason IV"), standing
in his name on the books of Jason IV and represented by
Certificate number 2, and does hereby irrevocably constitute and
appoint James Affleck as my attorney-in-fact to transfer the
said stock on the books of Jason IV with full power of
substitution in the premises.

        INTENDING TO BE LEGALLY BOUND, the undersigned has executed
this Stock Transfer Power as of May 10, 1996.




Kerry Wilt                           Orlando E. Panfile 
                                            
Witness                               Orlando E. Panfile