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           WESTERN BANK              Golden Oil Company           DT#20969
ALBUQUERQUE, NEW MEXICO 87110-4319   550 Post Oak Blvd Suite 550  Loan Number   3224500
                                     Houston, TX 77027            Date   April 12 1996
LENDER'S NAME AND ADDRESS                                         Maturity  Date April 12, 2000
"You" means the Lender,              BORROWER'S NAME AND ADDRESS  Loan Amount  $ 400,000.00
its successors and assigns           "I" includes each Borrower   Renewal of #9756209 plus new
TERMS FOLLOWING A [ ] APPLY ONLY IF  above, jointly and           money
CHECKED                              severally
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NOTE - For value received, I promise to pay to you, or your order, at your
address above, the principal sum of: Four hundred thousand dollars and no/100
Dollars $ 400,000.00. plus interest from April 12, 1996 at the rate of 11.25%
per year until April 12, 2000.

[X] ADDITIONAL FINANCE CHARGE- I also agree to pay a nonrefundable fee of $
    4,000.00, and it will be [_] paid in cash. [_] paid pro rata over the loan
    term. [X] withheld from the proceeds. (If this fee is withheld from the
    proceeds, the amount is included in the principle sum.)

[X] VARIABLE RATE- The rate above may then change so as always to be 2% above
    the following index rate: WESTERN BANK ALBUQUERQUE PRIME RATE FLOATING. The
    interest rate may not change more than _________% each ______________. The
    annual interest rate in effect on this note will not at any time be more
    than ________% of less than 10%. The interest rate in effect on this note
    may change (as often as) 1st day of each calendar month (assuming there is a
    change in the base rate) and an increase in the interest rate will cause an
    increase in [X] the amount of each scheduled payment. [_] the amount due at
    maturity [_] the number of payments.

PAYMENT- I will pay this note as follows:
(a) [X] Interest due: monthly included in payment
        Principal due: monthly included in payment

(b) [x] This note has 48 payments. The first payment will be in the amount of
        $10,418.85 and will be due 5/12/96  A payment of $ 10,418.85 will
        be due on the 12th day of each month thereafter. The final payment of
        the entire unpaid balance of principal and interest will be due at
        maturity.

INTEREST- Interest accrues on a 360 basis.

[X] MINIMUM INTEREST CHARGE- I agree to pay a minimum interest charge of $25.00
if I pay this loan off before you have earned that much in interest.

[X] LATE CHARGE- I agree to pay a late charge on the portion of any payment made
more than 10 days after it is due equal to 5% of the unpaid amount or $ NA,
whichever is NA.

POST-MATURITY INTEREST- Interest will accrue after maturity on the unpaid
balance of this note on the same basis as interest accrues before maturity,
unless a specific post-maturity interest rate is agreed to in the next sentence
[X] Interest will accrue at the rate of 18 % per year on the balance of this
note not paid at maturity, including maturity by acceleration.
[ ] This loan is made under the New Mexico Bank Installment Loan Act of 1959.

THE PURPOSE OF THIS LOAN IS- business/renewal - to be advanced Line of Credit

SECURITY- You have certain rights that may affect my property as explained on
page 2. This loan [X] is [ ] is not further secured

(a) (X] This loan is secured by mortgage, Assignment of Production, Security
        Agreement & Financing Statement dated 6/15/93, Financing Stmt dated
        4/12/96

(b) (X) Security Agreement- I give you a security interest in the Property
        described below. The rights I am giving you in this Property and the
        obligations this agreement secures are defined on page 2 of this
        agreement.

Mortgage, Assignment of Production, Security Agreement and Financing Statements
All purchase money interest in Oil and Gas partnerships to be purchased with
proceeds of this line of credit

This property will be used for business purposes.

ANNUAL PERCENTAGE RATE     FINANCE CHARGE           AMOUNT FINANCED
The cost of my credit    The dollar amount the    The amount of credit
 as a yearly rate.       Credit will cost me.   Provided to me or on my behalf.
    11.95                   $104,104.80               $396,000.000

TOTAL OF PAYMENTS                      I have the right to receive at this time
The amount I will have paid when       an intimation of the Amount Financed
I have made all scheduled payments.    [X] YES- I want an itemization
$500,104.80                            [ ] NO- I do not want an itemization
                                                "e" means an estimate.
                                          $ by cust  Filing Fees
                                          $          Nonfiling Insurance

My payment Schedule will be: On demand or
Number of Payments Amount of Payments            When Payments Are Due
     48              $10,418.85           Principal and interest due beginning
                                          5/12/96 and the same day of each month
                                          thereafter.


[X] This note has a demand feature.  [ ] This note is payable on demand and all
                                         disclosures are based on an assumed
                                         maturity of one year.

[X] Variable Rate   - [ ] My loan contains a variable rate feature. Disclosures
                          about the variable rate feature have been provided to
                          me earlier.
                      [X] The annual percentage rate may increase during the
                          term of this transaction if there is an increase in
                          WESTERN BANK ALBUQUERQUE PRIME RATE FLOATING

Any increase will take the form of increased interest due if the rate increases
by 1% in xxon 4/12/96, the total finance charge will increase to 113.661.60. The
rate may not increase more often than once a month, and may not increase more
than _______% each__________________. The rate will not go xxx below 10%.

Security- I am giving a security interest in:

[X] (brief description of other property) Mortgage, Assignment of Production,
    Security Agreement, Financing Statements, All purchase Money interest in 
    Oil & Gas partnerships to be purchased

[X] the goods or property being purchased.
[X] collateral securing other leans with you may also secure this loan.
[X] my deposit accounts and other rights to the payment of money from you.
[X] Late Charge- I will be charged a late charge on the portion of any payment
    made more than 10 days after it is due equal to 5% of the unpaid amount, or
    $na, whichever is na.

[ ] Required Deposit- The annual percentage rate does not take into account my
    required deposit.
Prepayment-
If I pay off this note early, I [X] may [ ] will not have to pay a penalty.
[X] If I pay off this note early, I will not be entitled to a refund of part of
    the additional finance charge.
[X] Assumptions- Someone buying the property securing this obligations cannot
    assume the remainder of the obligation on the original terms.

I can see my contract documents for any additional information about nonpayment,
default, and required repayment before the scheduled date, and prepayment
refunds and penalties.
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CREDIT INSURANCE- Credit life insurance and credit disability                 ITEMIZATION OF AMOUNT FINANCED
insurance are not required to obtain credit, and will not be provided         AMOUNT GIVEN TO ME DIRECTLY     $ 50,000.00
unless I sign and agree to pay the additional costs.                            #9756200

                                                                                AMOUNT PAID ON MY (LOAN) ACCOUNT  $121,047.63
Type           Premium          Term                                             to be advanced                   $224,952.37
Credit Life
Credit Disability                                                               AMOUNTS PAID TO OTHER ON MY BEHALF:
Joint Credit Life                                                               to Insurance Companies            $
                                                                                to Public Officials               $
I [ ] do [X] do not want credit life insurance.                                   WS 1% orig fee                  $  4,000.00
I [ ] do [X] do not want credit disability insurance.
I [ ] do [X] do not want joint credit life insurance.
I [ ] do [X] do not want       insurance.                                       (less)  PREPAID FINANCE CHARGE(S) $ (4,000.00)
X                                         DOB
X                                         DOB                                   Amount Financed                   $396,000.00
PROPERTY INSURANCE- I may obtain property insurance from
anyone I want that is acceptable to you. If I get the insurance from or         (Add all items financial and subtract prepaid
through you I will pay $       for               of coverage.                                   finance charges.)
                                                                                    SIGNATURES-I AGREE TO THE TERMS SET OUT ON
                                                                                     PAGE 1 AND PAGE 2 OF THIS AGREEMENT. I HAVE
                                                                                      RECEIVED A COPY OF THIS DOCUMENT ON TODAY'S
SINGLE INTEREST INSURANCE- I may obtain single interest                                         DATE.
from anyone I want that is acceptable to you. If I get the                            COSIGNERS- SEE NOTICE ON PAGE 2
insurance from or through you I will pay                                              BEFORE SIGNING.
$ for of coverage.                                                                      GOLDEN OIL COMPANY, A DELAWARE CORPORATION
                                                                                 Signature  Ralph T. McElvenny Jr., President
             (Optional)
Signed                 For Lender                                                Signature  Ralph T. McElvenny Jr., Individually
Title
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ADDITIONAL TERMS OF THE NOTE

DEFINITIONS-"I", "me" or "my" means each Borrower who signs this note and each
other person or legal entity (including guarantors, endorsers, and sureties) who
agrees to pay this note (together referred to as "us"). "You" or "your" means
the Lender and its successors and assigns.

APPLICABLE LAW-This note and any agreement securing this note will be governed
by the laws of the state of New Mexico. The federal Truth-in-Lending disclosures
on page 1 are disclosures only and are not intended to be terms of this
agreement. The fact that any part of this note cannot be enforced will not
affect the rest of this note. Any change to this note or any agreement securing
this note must be in writing and signed by you and me.

PAYMENTS-Each payment I made on this loan will be applied first to any charges I
owe other than principal and interest, then to interest that is due, and finally
to principal that is due. No late charge will be assessed on any payment when
the only delinquency is due to late fees assessed on earlier payments and the
payment is otherwise a full payment. The actual amount of my final payment will
depend on the interest rates(if variable) and my payment record. If any payment
due under this loan does not equal or exceed the amount of interest due, you
may, at your option, increase the amount of the payment due and all future
payments to an amount that will pay off this loan in equal payments over the
remaining term of this loan.

PREPAYMENT-I may prepay this loan in whole or in part at any time. If I prepay
in part, I must still make each later payment in the original amount as it
becomes due until this note is paid in full.

INTEREST-Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If "Variable Rate" is checked on page 1, I will pay interest
at the rates in effect from time to time. Decreases in the interest rate for
this note will have the opposite effect on payments that increases would have.
You will figure a change in the interest rate by using the index rate in effect
at the time the interest rate is to change. Changes in the index between
scheduled changes in the interest rate will not affect the interest rate. If the
index specified on page 1 ceases to exist, I agree that you may substitute a
similar index for the original.

INDEX-If you and I have agreed that the interest rate on this note will be
variable and will be related to an index, then the index you select will
function only as a tool for setting the rate on this note. You do not guaranty,
by selecting any index, that the interest rate on this note will have a
particular relationship to the interest rate you charge on any other loans or
any type or class of loans with your other customers.

ACCRUAL METHOD-The amount of interest I will pay on this loan will be calculated
using the interest rate and accrual method stated on page 1. For interest
calculation, the accrual method will determine the number of days in a year. If
no accrual method is stated, then you may use any reasonable accrual method for
calculating interest.

POST-MATURITY INTEREST-Interest will accrue on the principal balance remaining
unpaid after final maturity at the rate specified on page 1. For purposes of
this section, final maturity occurs: 

(a)   If this loan is payable on demand, on the date you make demand for
      payment;

(b)   If this loan is payable on demand with alternate payment date(s), on the
      date you make demand for payment or on the final alternate payment date,
      whichever is earlier;

(c)   On the date of the last scheduled payment of principal; or

(d)   On the date you accelerate the due date of this loan(demand immediate
      payment).

REAL ESTATE OR RESIDENCE SECURITY-If this loan is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by this agreement.

DEFAULT-Subject to any limitations in the "REAL ESTATE OR RESIDENCE SECURITY"
paragraph above. I will be in default on this loan and any agreement securing
this loan if any one or more of the following occurs:

(a)   I fail to make a payment in full when due;

(b)   I die, am declared incompetent, or become insolvent;

(c)   I fail to keep any promise I have made in connection with this loan;

(d)   I fail to pay, or keep any other promise on, any other loan or agreement I
      have with you;

(e)   I make any written statement or provide any financial information that is
      untrue or inaccurate at the time it is provided;

(f)   Any creditor of mine attempts to collect any debt I owe through court
      proceedings set-off or self-help repossession;

(g)   The property is damaged, destroyed or stolen;

(h)   I fail to provide any additional security that you may require;

(i)   Any legal entity (such as a partnership or corporation ) that has agreed
      to pay this note merges, dissolves, reorganizes, end its business or
      existence, or a partner or majority stockholder dies or is declared
      incompetent; or

(j)   Anything else happens that causes you to believe that you will have
      difficulty collecting the amount I owe you.

      If any of us are in default on this note or any security agreement, you
may exercise your remedies against any or all of us.

REMEDIES - Subject to any limitations in the "REAL ESTATE OR RESIDENCE SECURITY"
paragraph above, if I am in default on this loan or any agreement securing this
loan, you may:

(a)   Make unpaid principal, earned interest and all other agreed charges I owe
      you under this loan immediately due;

(b)   Use the right of set-off as explained below;

(c)   Demand more security or new parties obligated to pay this loan (or both)
      in return for not using any other remedy;

(d)   Make a claim for any and all insurance benefits or refunds that may be
      available on my default;

(e)   Use any remedy you have under sate of federal law; and 1 Use any remedy
      given to you in any agreement securing this loan.

   By choosing any one or more of these remedies you do not give up your right
to use another remedy later. BY deciding not to use any remedy should I be in
default, you do not give up your right to consider the event a default if it
happens again.

COST OF COLLECTION AND ATTORNEYS' FEES - I agree to pay you all reasonable costs
you incur to collect this debt or realize on any security. This includes to the
extent permitted by law, reasonable attorney's fees. This provision also shall
apply if I file a petition or any other claim for relief under any bankruptcy
rule or law of the United States, or if such petition or other claim for relief
is under any bankruptcy rule or law of the United States, or if such petition or
other claim for relief is filed against me by another.

SET-OFF - I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.

      "Right to receive money from you" means:

(a)   Any deposit account balance I have with you;

(b)   Any money owed to me on an item presented to you or in your possession for
      collection or exchange: and

(c)   Any repurchase agreement or other nondeposit obligation.

   "Any amount due and payable under this note" means the total amount of which
you are entitled to demand payment under the terms of this note at the time you
set off. This total includes any balance the due date for which you properly
accelerate under this note.

   If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights arise only in a representative capacity. It also does
not apply to any Individual Retirement Account or other tax-deferred retirement
account.

   You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you
harmless from any such claims arising as a result of our exercise of your right
of set-off.

OTHER SECURITY - Any present of future agreement securing any other debt I owe
you also will secure the payment of this loan. Property securing another debt
will not secure this loan if such property is my principal dwelling and you fail
to provide any required notice of right of rescission. Also, property securing
another debt will not secure this loan to the extent such property is in
household goods.

OBLIGATIONS INDEPENDENT - I understand that my obligation to pay this loan is
independent of the obligation of any other person who has also agreed to pay it.
You may, without notice, release me or any of us, give up any right you may have
against any of us, extend new credit to any of us, or renew or change this note
one or more times and for any term, and I will still be obligated to pay this
loan. You may, without notice, fail to perfect your security interest in,
impair, or release any security and I will still be obligated to pay this loan.

WAIVER - I waive (to the extent permitted by law) demand, presentment, protest,
notice of dishonor and notice of protest.

PRIVACY - I agree that from time to time you may receive credit information
about me from others, including other lenders and credit reporting agencies. I
agree that you may furnish on a regular basis credit and experience information
regarding my loan to others seeking such information. To the extent permitted by
law, I agree that you will not be liable for any claim arising from the use of
information provided to you by others or for providing such information to
others.

FINANCIAL STATEMENTS - I will give you any financial statements or information
that you feel is necessary. All financial statements and information I give you
will be correct and complete.

PURCHASE MONEY LOAN - If this is a Purchase Money Loan, you may include the name
of the seller on the check or draft for this loan.

               ADDITIONAL TERMS OF THE SECURITY AGREEMENT

SECURED OBLIGATIONS - This security agreement secures this loan (including all
extensions, renewals, refinancings and modifications) and any other debt I have
with you now or later. Property described in this security agreement will not
secure other such debts if you fail to give any required notice of the right of
rescission with respect to the Property. Also, this security agreement will not
secure other debts if this security interest is in household goods and the other
debt is a consumer loan. This security agreement will last until it is
discharged in writing.

   For the sole purpose of determining the extent of a purchase money security
interest arising under this security agreement:

(a) Payments on any nonpurchase money loan also secured by this agreement will
    not be deemed to apply to the Purchase Money Loan; and

(b) Payments on the Purchase Money Loan will be deemed to apply first to the
    nonpurchase money portion of the loan, if any, and then to the purchase 
    money obligations in the order in which the items were acquired.


   No security interest will be terminated by application of this formula.
"Purchase Money Loan" means any loan the proceeds of which, in whole or in part,
are used to acquire any property securing the loan and all extensions, renewals,
consolidations and refinancings of such loan. 

PROPERTY - The word "Property," as used here, includes all property that is
listed in the security agreement on page 1. If a general description is used,
the world Property includes all my property fitting the general description.
Property also means all benefits that arise from the described Property
(including all proceeds, insurance benefits, payments from others, interest,
dividends, stock splits and voting rights). It also means property that now or
later is attached to, is a part of, or results from the Property.

OWNERSHIP AND DUTIES TOWARD PROPERTY - Unless a co-owner(s) of the Property
signed a third party agreement, I represent that I own all the Property. I will
defend the Property against any other claim. I agree to do whatever you require
to perfect your interest and keep our priority. I will not do anything to harm
your position.

   I will keep the Property in my possession (except if pledged and delivered to
you). I will keep it in good repair and use it only for its intended purposes. I
will keep it at my address unless we agree otherwise in writing.

   I will not try to sell or transfer the Property, or permit the Property to
become attached to any real estate, without our written consent. I will pay all
taxes and charges on the property as they become due. I will inform you any loss
or damage to the Property. You have the right of reasonable access in order to
inspect the Property.

INSURANCE - I agree to buy insurance on the Property against the risks and for
the amounts you require. I will name you as loss payee on any such policy. You
may require added security on this loan if you agree that insurance proceeds may
be used to repair or replace the Property. I agree that if the insurance
proceeds do not cover the amounts I still owe you. I will pay the difference. I
will buy the insurance from a firm authorized to do business in New Mexico. The
firm will be reasonably acceptable to you. I will keep the insurance until all
debts secured by this agreement are paid.

DEFAULT AND REMEDIES - If I am in default, in additional to the remedies listed
in the note portion of this document and subject to any of the limitations in
the "REAL ESTATE OF RESIDENCE SECURITY" paragraph, you may (after giving notice
and waiting a period of time, if required by law):

(a) Pay taxes or other charges, or purchase any required insurance, if I fail to
    do theses things (but you are not required to do so). You may add the amount
    you pay to this loan and accrue interest on that amount at the interest
    rate(s) in effect from time to time, on this note until paid in full:

(b) Require me to gather the Property and any related records and make it
    available to you in a reasonable fashion:

(c) Take immediate possession of the Property, but in doing so you may not
    breach the peace or unlawfully enter onto my premises. You may sell, lease
    or dispose of the Property as provided by law. (If the Property includes a
    manufactured home, you will begin the repossession by giving me notice and
    an opportunity to cure my default, if required by law.) You may apply what
    you receive from the sale of the Property to your expenses and then to the
    debt. If what you receive from the sale of the Property is less than what I
    owe you, you may take me to court to recover the difference (to the extent
    permitted by law); and

(d) Keep the Property to satisfy the debt.

   I agree that when you must give notice to me of your intended sale or
disposition of the Property, the notice is reasonable if it is sent to me at my
last known address by first class mail 10 days before the intended sale or
disposition. I agree to inform you in writing of any change in my address.

FILING - A copy of this security agreement may be used as a financing statement
when allowed by law.

ASSUMPTIONS - This security agreement and any loan it secures cannot be assumed
by someone buying the Property from me. This will be true unless you agree in
writing to the contrary. Without such an agreement, if I try to transfer any
interest in the Property, I will be in default on all obligations that are
secured by this security agreement.

                         THIRD PARTY AGREEMENT

   For the purposes of the provisions within this enclosure, "I," "me" or "my"
means the person signing below and "you" means the Lender identified on page 1.

   I agree to give you a security interest in the Property that is described on
page 1. I agree to the terms of this note and security agreement but I am in no
way personally liable for payment of the debt. This means that if the Borrower
defaults, my interest in the secured Property may be used to satisfy the
Borrower's debt. I agree that you may, without releasing me or the Property from
this Third Party Agreement and without notice or demand upon me, extend new
credit to any Borrower, renew or change this note or security agreement one or
more times and for any term, or fail to perfect you security interest in,
impair, or release any security (including guaranties) for the obligations of
any Borrower.

   I HAVE RECEIVED A COMPLETED COPY OF THIS NOTE AND SECURITY AGREEMENT.

NAME_____________________________________________________

X________________________________________________________


                          NOTICE TO CONSIGNER

    You (the cosigner) are being asked to guaranty this debt. Think carefully
before you do. If the borrower doesn't pay the debt, you will have to. Be sure
you can afford to pay if you have to, and that you want to accept this
responsibility.

    You may have to pay up to the full amount of the debt if the borrower does
not pay. You also may have to pay late fees or collection costs, which increase
this amount. The creditor can collect this debt from you without first trying to
collect from the borrower.

    The creditor can use the same collection methods against you that can be
used against the borrower, such as suing you, garnishing your wages, etc. If
this debt is ever in default, that fact may become part of your credit record.

    This notice is not the contract that makes you liable for the debt.

    Attach FTC "preservation of Consumer Claims and Defenses" Notice if
Applicable