Exhibit 2(b)


                   BLANKET ASSIGNMENT, BILL OF SALE, DEED AND
                              ASSUMPTION AGREEMENT


         This BLANKET ASSIGNMENT,  BILL OF SALE, DEED AND ASSUMPTION  AGREEMENT,
dated as of February 28, 1997,  ("Assignment  and Assumption  Agreement") by and
among Seafield Capital Corporation,  a Missouri corporation ("Seafield") and SLH
Corporation,  a  newly  formed  Kansas  corporation  which  is  a  wholly  owned
subsidiary of Seafield ("SLH").

                                    RECITALS

         A. The Boards of Directors of Seafield and SLH have  determined that it
is in the best interests of the shareholders of Seafield: (1) to transfer to SLH
substantially  all of Seafield's  assets (the "Transfer  Assets") other than its
holdings  (including  any capital  stock and debt) of LabOne,  Inc.  ("Lab") and
Response  Oncology,  Inc.  ("Response")  and certain other assets (the "Retained
Assets"  as more  particularly  defined  below)  and  certain  liabilities  (the
"Transfer  Liabilities")  and (2) to distribute to the holders of the issued and
outstanding  shares of common stock,  par value $1 per share, of Seafield all of
the issued and outstanding shares of common stock, par value $0.01 per share, of
SLH  (the  "Distribution")  in  accordance  with  Article  II of a  DISTRIBUTION
AGREEMENT dated as of December 20, 1996 ("Distribution Agreement").

         B. Pursuant to Section 1.02 of the Distribution  Agreement Seafield and
SLH are  required to take all action  necessary to transfer to SLH, and to cause
SLH to assume,  as the case may be, effective as of the  Distribution  Date, (1)
all of the  Transfer  Assets  and  (2)  all of the  Transfer  Liabilities.  This
agreement is intended to effect such transfers and  assumptions,  subject to the
terms of the Distribution Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  herein  contained  and  intending to be legally  bound  thereby,  the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.  Definitions  and  Terms.  Except  as  otherwise  provided  herein,  the
capitalized  terms in this agreement  shall have the same meaning as those terms
are defined to have in the Distribution Agreement.




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<PAGE>



                                   ARTICLE II
                           TRANSFER OF TRANSFER ASSETS

         2.1 Contribution and Transfer. KNOW ALL MEN BY THESE PRESENTS: for good
and  valuable  consideration,  the  receipt  of  which is  hereby  acknowledged,
Seafield,  subject to the terms  hereof,  has  contributed,  granted,  conveyed,
transferred,  assigned,  and set over, and does by these presents grant, convey,
transfer,  assign and set over to SLH all of its right,  title and  interest  in
those assets held by Seafield in the name of or for the exclusive benefit of the
SLH  Business  (the "SLH  Assets")  other than the assets  listed in Section 2.2
hereof  (the  "Retained  Assets,"  with the SLH Assets  other than the  Retained
Assets being hereinafter  referred to as the "Transfer Assets"),  TO HAVE AND TO
HOLD the same unto SLH, its successors and assigns,  forever.  Without  limiting
the  foregoing,  the  Transfer  Assets  expressly  include all  Transfer  Assets
reflected on Seafield's  books and records as being  allocated for the exclusive
use or  consumption  by the SLH Business,  including,  without  limitation,  the
Transfer  Assets  reflected  on the  September  30,  1996,  unaudited  Pro Forma
Combined  Balance  Sheet  included in the SLH Form 10 under the  Securities  and
Exchange Commission dated December 21, 1996, as amended (the "Balance Sheet" and
the "Form 10") as well as those acquired by the SLH Business since September 30,
1996,  less those  disposed of since  September 30, 1996.  Without  limiting the
foregoing, the Transfer Assets include the following:

     2.11 SLH  Subsidiaries.  All of the  issued and  outstanding  shares of the
capital stock of the following  Seafield  subsidiaries,  which together with the
indirectly owned subsidiaries of such Seafield  subsidiaries  constitute the SLH
Subsidiaries as defined in the Distribution Agreement:

               a.   BMA Resources,  Inc. ("Resources"),  which owns, among other
                    things (i)  5,950,000  shares of the issued and  outstanding
                    shares of common stock of  Syntroleum  Corporation  and (ii)
                    interests in the following oil and gas general partnerships:
                    Bundy, Bentel, Westgate and Chenault.

               b.   Scout Development  Corporation ("Scout"),  which owns, among
                    other things (i) Scout Development Corporation of New Mexico
                    ("Scout  NM"),  and  (ii)  Carousel  Apartment  Homes,  Inc.
                    ("Carousel"); and

               c.   Tenenbaum Associates,  Inc.  ("Tenenbaum"),together with any
                    accounts  receivable  and  other  assets  that may have been
                    retained  by  Seafield  in  connection   with  the  sale  of
                    Tenenbaum's business and assets.

     2.12 SLH Investments.  The following  Securities held by Seafield which are
hereinafter referred to as the SLH Investments:





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               a.   Securities  issued  by  Norian  Corporation,   a  California
                    corporation  consisting  of  181,250  shares of  convertible
                    preferred stock, no par value;

               b.   Securities  issued by: (i) First Century  Partnership III, a
                    limited  partnership  consisting of a 3.7% capital interest;
                    (ii) First Century  Partnership  II, a limited  partnership;
                    (iii)  New   Enterprise   Associates   II,  L.P.  a  limited
                    partnership;

               c.   Securities  issued  by  Oclassen  Pharmaceuticals,   Inc.  a
                    Delaware corporation  consisting of 500,000 shares of common
                    stock;

               d.   Cash  and  short  term  investments  in the face  amount  of
                    $6,850,000;

               e.   Contract  rights  formerly  relating  to or  arising  out of
                    Tenenbaum Associates,  Inc. and its stockholders,  including
                    all  rights  of  Seafield  in  and  to  payments  and  other
                    consideration  required to be made by Ernst & Young U.S. LLP
                    ("E&Y")  pursuant to that certain Asset  Purchase  Agreement
                    dated  May 31,  1995  (the "E&Y  Agreement)  and any  rights
                    arising out of that  certain  Agreement of Purchase and Sale
                    of Assets  dated as of July 10, 1995  between  Seafield  and
                    Wayne A.  Tenenbaum (the "WAT  Agreement")  and all accounts
                    and notes receivable by Seafield with respect to the sale of
                    Tenenbaum  Associates,  Inc.  assets and the  liquidation of
                    Tenenbaum; and

               f.   Treasury notes or similar instruments pledged by Seafield in
                    the approximate  amount of $3.0 million to secure payment of
                    a certain Gillette letter of credit.

     2.13 Information and Records.  All books,  records and information recorded
on any  form  of  media,  including  paper,  magnetic  disks,  computer  drives,
microfiche or other form of information  storage equipment or materials owned by
Seafield and used exclusively by the SLH Business.

     2.14 Accounts and Notes Receivable.  All payments of currency receivable by
Seafield  upon  accounts  generated  with  respect to the SLH  Business and upon
notes,  leases,  refunds and other evidences of  indebtedness or  reimbursements
arising out of  transactions  between the SLH  Business  and persons or entities
other than Seafield  (hereinafter  "Third  Parties"),  including any receivables
reflected on the Balance Sheet and now owned by Seafield.

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<PAGE>



     2.15 Contracts and Agreements.  All of Seafield's right, title and interest
in all contracts and agreements  between Seafield and any Third Party made by or
for the  exclusive  benefit  of the SLH  Business,  other  than such  rights and
interests in contracts and agreements  included  among the Retained  Assets (the
"Contract  Rights," and "Contracts,"  respectively  with the excluded rights and
interests  hereinafter  referred  to  as  the  "Retained  Contract  Rights"  and
"Retained Contracts," respectively) including, without limitation the following:

               2.151Real  estate  leases  consisting  of (i) the  lease  for the
                    space  occupied by Seafield at 2600 Grand  Boulevard , Suite
                    500, Kansas City, Missouri (the "Seafield Offices") and (ii)
                    the Tenenbaum leases;

               2.152Equipment  leases  with  respect  to any items of  equipment
                    located at the Seafield Offices on the Distribution Date;

               2.153Insurance  and  indemnity  contracts  and  policies  to  the
                    extent  set forth  under  Article  VIII of the  Distribution
                    Agreement;

               2.154SLH  Business  orders  for  the  purchase  of  goods  and or
                    services from Third Parties;

               2.155Employee  benefit plans and  arrangements for the benefit of
                    employees who on the  Distribution  Date are employed by and
                    are on the  payroll  of the SLH or any SLH  Subsidiary  (the
                    "SLH Employees");

               2.156Any SLH  Support  Agreement  as defined in the  Distribution
                    Agreement  including  the pledge by Seafield of the Gillette
                    cash and short term securities; and

               2.157 The E&Y Agreement and the WAT Agreement.

     2.16  Claims,  Suits and  Choses in Action.  All  asserted  and  unasserted
claims, suits, and choses in action now owned by Seafield and arising out of the
business and  operations  of the SLH Business or relating to any of the Transfer
Assets (the "Claims") including without limitation, the following:

               a.   Any  Seafield  claim for tax refunds or off sets arising out
                    of  losses  recognized  or  recognizable  by  Seafield  with
                    respect to the disposition prior to the Distribution Date of
                    any  assets  of the SLH  Business,  or  which is  usable  by
                    Seafield  as an off set  against or a  reduction  of any tax
                    liability which is included in the Transfer Liabilities; and







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<PAGE>
               b.   The action  described  in the second  paragraph of Item 3 of
                    the  Seafield  report on Form 10-K for the fiscal year ended
                    December 31, 1995 (the  "Seafield  10-K") (BMA v.  Skidmore,
                    Owings & Merrill).

     2.17 Permits and  Licenses.  All permits and licenses  held by Seafield for
the  exclusive  benefit of the SLH  Business to the extent that such permits and
licenses may be legally transferrable (The "Permits").

     2.2 Retained Assets.  Notwithstanding the foregoing, the following Retained
Assets  shall not be deemed to be within  the  Transfer  Assets and shall not be
contributed or otherwise transferred to SLH hereunder:

     2.21 Retained  Information and Records.  All books, records and information
recorded on any form of media, including paper, magnetic disks, computer drives,
microfiche or other form of information  storage equipment or materials owned by
Seafield and including information or data relating to or for the benefit of the
SLH  Business  as well as  businesses  other than the SLH  Business  (the "Joint
Records").  SLH shall be  permitted  access to the Joint  Records at  Seafield's
discretion and on an otherwise mutually agreeable basis.

     2.22 Retained Accounts and Notes Receivable.  All of the following Retained
Accounts  Receivable:  All intracompany  accounts receivable by the SLH Business
from Seafield other than the following accounts: O' Byrne Note receivable.

               2.23 Retained Contracts and Contract Rights. All of the following
                    Retained Contracts and Retained Contract Rights:

                    2.231All  contract  rights to be retained by Seafield or any
                         member of the Seafield  Group under Article VI and VIII
                         of the Distribution Agreement.

               2.24 Assets  Subject to  Restrictions  on Transfer.  The Retained
                    Assets shall include, subject to the terms hereof, any asset
                    otherwise  included in the above description of the Transfer
                    Assets  which is subject to a  restriction  on  transfer  or
                    otherwise  requires  the  consent of a third  party prior to
                    transfer and with respect to which the  restriction  has not
                    been  removed or a consent  has not been  obtained as of the
                    Distribution  Date.  Subsequent  to  the  Distribution  Date
                    Seafield and SLH shall use reasonable  efforts to remove any
                    such  restriction  or to obtain  such  consent  and upon the
                    removal of such  restriction  or the receipt of such consent
                    such asset shall become a Contributed  Asset,  deemed by the
                    parties  to  have  been   contributed   at  and  as  of  the
                    Distribution  Date.  Upon such  occurrence  Seafield and SLH
                    shall execute such further instruments of transfer necessary
                    to complete the legal  transfer of such  Contributed  Asset,
                    dated as of the  Distribution  Date if permissible.  Pending
                    removal of such restriction and receipt of any such required
                    consent, Seafield shall arrange for SLH

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<PAGE>
                   to enjoy the benefits of such  Asset to the  extent  legally
                    permissible   and  SLH  shall  provide   Seafield  with  the
                    resources  necessary  for  Seafield  to  continue to satisfy
                    SLH's obligations with respect to such asset.

     2.25 Other  Retained  Assets.  All of the  following  other  assets held by
Seafield in the name of or for the exclusive  benefit of the SLH Business:  None
other than an Accra Legend  automobile  used by W.T. Grant II, a whale sculpture
in the Seafield Board Room and a fish tank in the offices of W.T. Grant II.


                                   ARTICLE III
                       ASSUMPTION OF TRANSFER LIABILITIES

     3.1  Liabilities  Assumed by SLH.  SLH hereby  unconditionally  assumes and
agrees to  discharge  and  perform in  accordance  with  their  terms all of the
obligations,  liabilities and duties of Seafield arising out of its operation of
the SLH Business  and its  ownership,  use or  operation of the Transfer  Assets
other than such Retained  liabilities  and  obligations  that are  enumerated in
Section 3.2 (the  "Transfer  Liabilities,"  with such Retained  liabilities  and
obligations  hereinafter referred to as the "Retained  Liabilities"),  including
without limitation the following Transfer Liabilities:

     3.11 Balance Sheet Liabilities.  All of Seafield's  liabilities relating to
the SLH  Business  which are  referred to or which are  reflected on the Balance
Sheet as well as such  liabilities  which have been incurred by the SLH Business
since September 30, 1996, other than such  liabilities  included in the Retained
Liabilities  (the "Balance  Sheet  Liabilities"  with the such Retained  balance
sheet  liabilities  hereinafter  referred  to as  the  "Retained  Balance  Sheet
Liabilities").

     3.12  Liabilities  to SLH Employees.  All of Seafield's  liabilities to SLH
Employees,  including,  without limitation, all Seafield's obligations under and
pursuant  to any  SLH  collective  bargaining,  union  benefit,  salary,  bonus,
employee welfare, pension,  retirement,  vacation pay, disability,  accident and
health insurance, life insurance, profit sharing, severance pay or other benefit
plan  other than such  liabilities  and  obligations  included  in the  Retained
Liabilities (the "Employee Liabilities" with the such other employee liabilities
hereinafter referred to as the "Retained Employee Liabilities").

                    3.121 Employment of SLH Employees. At the Distribution Date,
               (a)  all of the  following  individuals  who  were  prior  to the
               Distribution   Date   employees  of  Seafield  shall  become  the
               employees of SLH,  with their  employment  continuing on the same
               terms  and  conditions  as in  effect  immediately  prior  to the
               Distribution Date, subject to the rights of each such employee to
               decline such  employment with SLH: All persons full time employed
               by an SLH Subsidiary,  but not including P. Anthony Jacobs, James
               R. Seward,  Steven K.  Fitzwater,  Linda McCoy, D. Rick Linhardt,
               Lisa  Wall,  Sandy  Crain,  Brian  Elvin,  Kim  Schaefer,   Paula
               Sheridan, Julie Tushaus, Patti Campbell or Linda Stilley; and (b)
               all

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<PAGE>
               SLH  Employees  who were  immediately  prior to the  Distribution
                    Date  employees  of  SLH  or of  any  SLH  Subsidiary  shall
                    continue as employees of SLH or such  subsidiary  of SLH, as
                    the case may be,  with their  employment  continuing  on the
                    same terms and conditions as in effect  immediately prior to
                    the Distribution  Date. In no event shall there be deemed to
                    be any separation  from service or termination of employment
                    with respect to any of the SLH  Employees for any purpose on
                    account of the transfer of assets and  liabilities  relating
                    to the SLH Business contemplated hereby.

     3.13 Contract  Liabilities.  All of Seafield's  liabilities and obligations
under the contracts and agreements  included in the Transfer  Assets,  including
those specified in Section 2.15.

     3.14  Liabilities  Relating  to Certain Tax Claims.  Without  limiting  the
foregoing,  the  Transfer  Liabilities  shall  include any and all  liability of
Seafield to the IRS or any state or local taxing  authority  with respect to any
matter  relating to or arising  out of any  proposed  adjustments  by the IRS as
described under "Legal  Matters" in the Information  Statement that is a part of
the Form 10 (the  "Information  Statement")  as well as any other  matters to be
assumed by SLH as set forth in the Tax Sharing Agreement.

     3.15  Transfer  and  Distribution  Tax  Liabilities.  Without  limiting the
foregoing,  the Transfer  Liabilities  shall include Tax liabilities only to the
extent provided in Section 3.14 and as provided in the Tax Sharing Agreement.

     3.16 Other  Liabilities.  All other liabilities and obligations of Seafield
arising  out of or  relating  to any of the  Transfer  Assets  other  than  such
liabilities and  obligations  included in the Retained  Liabilities  (the "Other
Liabilities" with the such other Retained liabilities hereinafter referred to as
the "Other Retained Liabilities").

     3.2 Retained  Liabilities.  Notwithstanding  the  foregoing,  the following
Retained  Liabilities shall not be deemed to be within the Transfer  Liabilities
and shall not be assumed by SLH hereunder:

                  3.21  Retained   Employee   Liabilities.   Retained   Employee
Liabilities  consisting of all of Seafield's obligations (a) with respect to the
following  Seafield  employees:  P. Anthony Jacobs,  James R. Seward,  Steven K.
Fitzwater,  Linda McCoy, D. Rick Linhardt,  Lisa Wall, Sandy Crain, Brian Elvin,
Kim Schaefer,  Paula Sheridan,  Julie Tushaus,  Patti Campbell or Linda Stilley;
(b) under  Retained  Liabilities  identified  in Article VI of the  Distribution
Agreement,  and (c ) arising under  employee  benefit plans that are not for the
exclusive  benefit of the SLH Employees but that cover the employees of Seafield
and/or of its subsidiaries in addition to the SLH Employees such as stock option
or award plans relating to securities  issued or issuable by Seafield,  umbrella
employee  benefit or welfare  plans such as the 401-K  Plan,  to the extent such
obligations  relate to employees  other than the SLH Employees and to the extent
that such  obligations  are  excluded  from the Transfer  Liabilities  under the
Distribution Agreement.

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<PAGE>



                  3.22 Transfer and Distribution Tax Costs and Expenses. Without
limiting the foregoing,  the Transfer  Liabilities shall not include any expense
or  liability  (other  than Tax  Liabilities  under  Section  3.14)  incurred by
Seafield  with  respect  to (a) the  transfer  of the  Transfer  Assets  and the
assumption of the Transfer Liabilities hereunder and (b) the distribution of the
SLH Common Stock to the Seafield shareholders under the Distribution Agreement.

      3.24 Retained Other Liabilities. All of the following Retained Other
Liabilities: None.

         3.3 No Other  Liabilities  Assumed.  Anything in this  Agreement to the
contrary  notwithstanding,  SLH  shall  not  assume,  or shall be deemed to have
assumed,  any debt,  claim,  obligation or other liability of Seafield or any of
Seafield's   subsidiaries  or  other   affiliates   whatsoever   other  than  as
specifically set forth in this Article III.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION AND
                              ACCESS TO INFORMATION

         4.1  Representations  and  Warranties.  Except  as  otherwise  provided
herein,  Seafield  makes no  representations  or warranties  with respect to the
Transfer Assets, the Transfer Liabilities or the accuracy or completeness of the
Balance Sheet and SLH  understands  that it is accepting the Transfer Assets "AS
IS AND WITH ALL  FAULTS"  and  assuming  the  Transfer  Liabilities  without any
limitation.

     4.2   Indemnification.   Obligations   of  the  parties   with  respect  to
indemnification   are  provided  for  under  Article  III  of  the  Distribution
Agreement.

     4.3 Access to  Information.  Obligations  of the  parties  with  respect to
access to  Information  are  provided  for under  Article V of the  Distribution
Agreement.

     4.4 Restriction On Payment of Dividends and Redemption of Stock. As further
assurance  for its  obligations  hereunder,  SLH  agrees  that  until the second
anniversary  of  this  agreement  SLH  shall  not  distribute  property  to  its
stockholders  with respect to its outstanding  stock as a dividend or redeem any
of its capital stock without the prior written consent of the Seafield Board.


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<PAGE>




                                    ARTICLE V
                                MISCELLANEOUS AND
                CERTAIN ADDITIONAL COVENANTS OF SEAFIELD AND SLH

         5.1 Taxes.  Subject to the specific terms of the Tax Sharing Agreement,
Seafield shall pay all sales, use, stamp,  transfer,  service,  recording,  real
estate and like taxes or fees, if any, imposed by the United States or any state
or political  subdivision thereof on Seafield and or SLH, required to be paid in
connection with the transfer and assignment of the Transfer  Assets,  if any and
in connection with the Distribution; provided, however, neither SLH nor Seafield
shall be  responsible  for or obligated with respect to any taxes required to be
recognized by any Seafield  shareholder or SLH stockholder  arising out of or in
connection with the distribution of the SLH Common Stock in the Distribution.

     5.2 Amendment. This Agreement may be amended, modified or supplemented in a
writing signed by Seafield and SLH.

     5.3  Counterparts.   This  Agreement  may  be  executed  simultaneously  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     5.4 Applicable  Law. This Agreement  shall be governed by and construed and
enforced in accordance with the internal laws of the State of Missouri.

     5.5  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

     5.6 No Third Party  Beneficiaries.  Except as otherwise  indicated  herein,
this  Agreement is solely for the benefit of the parties hereto and no provision
of this  Agreement  shall be deemed to confer  upon third  parties  any  remedy,
claim, liability, reimbursement, claim of action or other right in excess of the
specific rights granted hereunder.

     5.7 Conveyances and Further Assurances. The transfer of the Transfer Assets
hereunder shall be further evidenced by the delivery by Seafield to SLH of stock
certificates together with duly executed instruments of assignment separate from
certificates,  deeds, bills of sale, properly endorsed certificates of title and
other  specific  conveyances  requested  by SLH.  The  assumption  by SLH of the
Transfer  Liabilities  shall be  further  evidenced  by the  delivery  by SLH to
Seafield of such other instruments as Seafield may reasonably request and as may
otherwise be required by this  Agreement,  the  Distribution  Agreement  and the
Other Agreements.  In addition,  upon the reasonable  request of any of party to
this Agreement,  the other party will on and after the Distribution Date execute
and deliver to the requesting party such other documents,  releases, assignments
and  other  instruments  as  may  be  required  to  effectuate   completely  the
transactions contemplated by this Agreement.

     5.8.   Notices.   All  notices,   requests,   claims,   demands  and  other
communications

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<PAGE>



hereunder (collectively,  "Notices") shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person,  by
cable,  telegram,  telex or other  standard  form of  telecommunications,  or by
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

         If to Seafield:

                  Seafield Capital Corporation
                  2600 Grand Boulevard, Suite 500
                  Kansas City, Missouri 64108
                  Attention: President

         If to SLH:

                  SLH Corporation
                  2600 Grand Boulevard, Suite 500
                  Kansas City, Missouri 64108
                  Attention: President

or to such other  address as any party  hereto may have  furnished  to the other
parties by a notice in writing in accordance  with this Section 9.05.  Copies of
all notices,  requests, claims, demands and other communications hereunder shall
also be given to:

                  Lathrop & Gage L.C.
                  2345 Grand Boulevard
                  Suite 2800
                  Kansas City, Missouri 64108-2684
                  Attention: Lathrop M. Gates, Esq.

         5.9  Entire  Understanding.   This  Agreement  sets  forth  the  entire
agreement and understanding of the parties hereto in respect to the transactions
contemplated  hereby  and  supersedes  all prior  agreements,  arrangements  and
understandings relating to the subject matter hereof.

         5.10  Written  Consent of Sole  Stockholder.  Seafield  owns all of the
issued and outstanding  capital stock of SLH, consisting of 100 shares of $0.001
par value Common Stock.  The officer of Seafield  executing  this  Agreement has
been duly authorized by the Board of Directors of Seafield,  consistent with its
Articles of  Incorporation  and Bylaws,  to vote such stock and execute  written
consents of the holders of such stock, and his execution of this Agreement shall
constitute  the  written  consent  of  the  Sole  Stockholder  of  SLH  to  this
transaction.

     5.11 Approval of Seafield's and SLH's Boards of Directors.  Consistent with
and in accordance with the Certificates of Incorporation  and Bylaws of Seafield
and SLH, the

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Boards of  Directors of Seafield  and SLH have  authorized  and approved of this
agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date first above written.

                                               SEAFIELD CAPITAL CORPORATION
         Attest:
          s/Steven K. Fitzwater                   s/P. Anthony Jacobs
         _______________________           By: ________________________________
           Steven K. Fitzwater                 P. Anthony Jacobs, CFA
           Secretary                           President

                                               SLH CORPORATION
         Attest:
          s/Steven K. Fitzwater                 s/James R. Seward
         _______________________           By: ________________________________
           Steven K. Fitzwater                 James R. Seward, CFA
           Secretary                           President

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<PAGE>





























                                 ACKNOWLEDGMENTS

STATE OF MISSOURI   )
                    ) ss.
COUNTY OF JACKSON   )

         BE IT REMEMBERED,  that on this 28th day of february, 1997, before me,
the undersigned,  a notary public in and for said state, came P. Anthony Jacobs,
CFA,  President and Steven K.  Fitzwater,  Secretary,  respectively  of Seafield
Capital Corporation,  a Missouri corporation,  to me personally known to be such
officers  and the same  persons who  executed  as such  officers  the  foregoing
instrument on behalf of said corporation, and such persons duly acknowledged the
execution of the same to be the act and deed of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above mentioned.

                                        s/Sally Jo Blake
                                        -------------------------
                                        Notary Public in and for said
                                        County and State
My commission expires:

       Jan.12, 1999

STATE OF MISSOURI   )
                    ) ss.
COUNTY OF JACKSON   )

         BE IT REMEMBERED,  that on this 28th day of February, 1997, before me,
the  undersigned,  a notary public in and for said state,  came James R. Seward,
CFA,  President  and  Steven  K.  Fitzwater,  Secretary,   respectively  of  SLH
Corporation,  a Kansas  corporation,  to me personally known to be such officers
and the same persons who executed as such officers the  foregoing  instrument on
behalf of said corporation,  and such persons duly acknowledged the execution of
the same to be the act and deed of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above mentioned.

                                        s/Sally Jo. Blake
                                        -------------------------
                                        Notary Public in and for said
                                        County and State
My commission expires:
        Jan. 12, 1999