STOCK SUBSCRIPTION OFFER
                           ALOE COMMODITIES, INC.                          
                                


   To: Board of Directors



   1.   Subscription.  Caraloe, Inc. (the "Undersigned"), whose address is 
   2001 Walnut Hill Ln, Irving, Texas 75038 hereby offers to subscribe for 
   200,000 shares of Common Stock (the "Stock") of Aloe Commodities, Inc., 
   a Texas corporation (the "Company") whose address is 12901 Nicholson,   
   Suite 370, Farmers Branch, Texas 75234.  The par value of the Common    
   Stock is no par stock, The Undersigned agrees to pay $200,000.00,
   payable at the time of subscription for said Shares.  

   2.   Representations and Warranties of the Undersigned.  The
   Undersigned hereby represents and warrants that:   

    A.  The Undersigned is financially responsible, able to meet his/her   
   obligations hereunder, and acknowledges this investment may be lon term 
   and is by its nature speculative; further, the Undersigned acknowledges 
   he/she is financially capable of bearing the risk of this investment.

    B.  The Undersigned has had substantial experience in business or
   investments  in one or more of the following:

        (I)   knowledge of and investment experience with securities, such
   as stocks and bonds;

       (ii)  ownership of interests in new ventures and/or start-up
   companies;

      (iii)  experience in business and financial dealings and parlance,
   and the Undersigned can protect his/her own interests in an investment
   of this nature and does not have a  Purchaser Representative , as that  
   term is defined in Regulation D of the Securities Act of 1933, as       
   amended, (the "Securities Act") and does not need such a representative.

    C.  The Undersigned is capable of bearing the high degree of economic
   risks and burdens of this investment, including, but not limited to, the
   possibility of complete loss of all his/her investment capital and the
   lack of a liquid public market, such that he/she may not be able to
   readily liquidate the investment whenever desired or at the then current
   asking price of the Stock.
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    D.  The Undersigned has had access to the information set forth in
   Paragraph 4 hereof and is able to request copies of such information,
   ask questions of and receive answers from the Company regarding such
   information and any other information he/she desires concerning the
   terms and conditions of this transaction and all such questions have
   been answered to his/her full satisfaction.  The Undersigned understands
   that the Stock has not been registered under the Securities Act and the
   applicable state securities laws in reliance on the exemption provided
   by Section 4 (2) of the Securities Act and Regulation D relating to
   transactions not involving a public offering.  The Undersigned further
   understands that he/she is purchasing the Stock without being furnished
   any offering literature, prospectus or private offering memorandum,
   other than that supplied under or identified in this Offer.

    E.  At no time was the Undersigned presented with or solicited by any
   leaflet, public promotional meeting, circular, newspaper or magazine
   article, radio or television advertisement, or any other form of general
   advertising ortherwise than in connection and concurrently with this
   Offer.

    F.  The Stock which the Undersigned hereby subscribes is being acquired
   soley for his/her own account, for investment, and is not being
   purchased with a view to or for the resale or distribution thereof and
   the Undersigned has no present plans to enter into any contract,
   undertaking, agreement or arrangement for such resale or distribution.

    G.  The Undersigned is aware of the following:

        (I) The Company's financial and operating history;

       (ii) The existence of substantial restrictions on the
   transferability of the stock;

      (iii) The Stock will not be, and the Undersigned will have no rights
   to require, that the Company register the Stock under the Securities Act
   or any state securities laws; and

       (iv) The Undersigned may not be able to avail him/her selves of the
   provisions of Rule 144 adopted by the Securities and Exchange Commission
   under the Securities Act or any applicable state securities acts with
   respect to the release of the Stock, and, accordingly, it may not be
   possible for the Undersigned to liquidate part or all of their
   investment in the Company or to liquidate at the ten current asking
   price of the Stock, if any.

    H.  It has at no time been represented, guaranteed, or warranted to the
   Undersigned by an officer or director of the Company, or the agents or
   employees thereof, or any other person, expressly or impliedly, any of
   the following:

        (I) An exact or approximate length of time the Undersigned will or
   will not remain as owner of the Stock;

       (ii) A percentage of profit and/or amount or type of consideration,
   profit, loss, credits or deductions to be realized, if any, as a result
   of the Undersigned's ownership of the Stock; or

      (iii) Past performance on the part of any director or officer of the
   Company, or the agents or employees thereof, that will in any way
   indicate the predictable results accruing from ownership of the Stock.
<PAGE>

    I.  The Company is under no duty to register the Stock or comply with
   any exemption from registration under the Securties Act of any state
   securities law, including supplying to the appropriate agency or to the
   Undersigned any information required in connection with transfers under
   appropriate rules and regulations.

        The foregoing representations and warranties shall be true and
   accurate as of the date hereof and as of the date of any acceptance of
   this Offer by the Company and shall survive the date of such acceptance
   by the Company.

   3.  Indemnification. The Undersigned acknowledges that he/she
   understands the meaning and legal consequence of the representations and
   warranties contained in Paragraph 2 hereof and the Undersigned hereby
   agrees to indemnify and hold harmless all loss, damage or liability due
   to or arising out of (I) a breach of any such representation or
   warranty, or (ii) a breach of any warranty of the Undersigned contained
   in this Offer.

   4.  Access to and Furnishings Information. The Company has provided the
   Undersigned access to and furnished to the Undersigned, if requested,
   all corporate records, including Articles of Incorporation, By-Laws,
   Minute and Stock Books, and agreements with officers, directors,
   stockholders and employees, and information related to the business of
   the Company dated on or before the date of this offer.  The Undersigned
   hereby acknowledges that he/she has had an opportunity to review and
   understand the foregoing and have, if he/she deemed necessary, consulted
   with a legal and/or tax advisor.

   5.  Transferability The Undersigned agrees not to transfer or assign
   this Offer, or any of the Undersigned's interest therein, and further
   agrees that the assignment and and transferability of the Stock acquired
   pursuant hereto shall be made only in accordance with this Offer.  The
   Company shall issue stop transfer instructions to its transfer agent for
   its common stock with respect to the Stock and shall place the following
   legend on the certificates representing the Stock:

   The shares represented by this certificate have been acquired pursuant   
   to a transaction effected in reliance upon Section $(2) of the       
   Securities Act of 1933 as amended, (the "Act") and have not been the     
   subject of a Registration Statement under the Act or any state       
   securities act.  These securities may not be sold or otherwise       
   transferred in the absence of such registration or applicable exemption  
   therefrom under the Act or any applicable state securities act. 

   6.  Revocation. The Undersigned agrees that he/she shall not cancel,
   terminate or revoke this Agreement or any provisions hereof or any
   agreement of the Undersigned made hereunder.

   7.  Notices. All notices or other communications given or made hereunder
   shall be in writing and shall be delivered or mailed by registered or
   certified mail, return receipt requested, postage prepaid, to the
   Undersigned or the Company at their respective addresses set forth
   below. 
<PAGE>
   
   8.  Governing Law. This Agreement and other transactions contemplated
   hereunder shall be construed in accordance with and governed by the laws
   of the State of Texas.

   9.  Entire Agreement. This Offer constitutes the entire agreement amoung
   the parties hereto with respect to the subject matter hereof and may be
   amended only by a writing executed by all parties.
   


              IN WITNESS WHEREOF, the parties hereto have executed this
   Offer as of this 30th day of October, 1996.

                                     By:/S/Carlton Turner
                                     Signature

                                     Caraloe, Inc.
                                     Name

                                     2001 Walnut Hill Ln.
                                          Address

                                     Irving, TX 75038
                                     City, State, Zip
                                     
                                     972-518-1300
                                       Telephone


   THIS OFFER IS ACCEPTED BY:        ALOE COMMODITIES INTERNATIONAL, INC.

                                     By:/S/ L. Scott Mcknight
                                     
                                     Its: President 
                                         Title
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