PRIDE COMPANIES, L.P.

                 REVOLVING CREDIT AND TERM LOAN AGREEMENT

                              Amendment No. 2


     This Agreement, dated as of November 20, 1998, is among Pride
Companies, L.P., a Delaware limited partnership (the "Company"), Pride SGP,
Inc., a Texas corporation, Pride Refining, Inc., a Texas corporation,
Desulfur Partnership, a Texas general partnership, Pride Borger, Inc., a
Delaware corporation, and Pride Marketing of Texas (Cedar Wind), Inc., a
Texas corporation (collectively, the "Pride Entities"), BankBoston, N.A.,
Lehman Commercial Paper Inc. and Union Bank of California (collectively,
the "Lenders"), BankBoston, N.A., as agent (the "Agent") for itself and the
other Lenders, and Lehman Brothers Commercial Paper Inc., as Documentation
Agent (the "Documentation Agent") for itself and the other Lenders.  The
parties agree as follows:

1.  Reference to Credit Agreement; Background.

     1.1.  Reference to Credit Agreement; Definitions.  Reference is
made to the Revolving Credit and Term Loan Agreement dated as of December
30, 1997, as amended by Amendment No. 1 thereto dated as of April 15, 1998
(the "Credit Agreement"), among the Pride Entities, the Lenders, the Agent
and the Documentation Agent.  The Credit Agreement, as amended by the
amendments set forth in Section 2 hereof (the "Amendment"), is referred to
as the "Amended Credit Agreement."  Terms defined in the Amended Credit
Agreement and not otherwise defined herein are used herein with the
meanings so defined.

     1.2.  Background.  The Company has requested that the Credit
Agreement be amended to cure certain existing and prospective Defaults and
for other purposes.  The Lenders have agreed to such amendments on the
conditions that BankBoston be released from any obligation to provide the
Term Loan and on the other conditions set forth herein.

2.  Amendments to Credit Agreement.  Subject to all of the terms and
conditions hereof and in reliance upon the representations and warranties
set forth or incorporated by reference in Section 3 hereof, the Credit
Agreement is amended as follows, effective as of the date hereof (the
"Amendment Closing Date").

     2.1.  The definition of "Varde Credit Agreement" set forth in
Section 1.1 of the Credit Agreement is amended to read in its entirety as
follows:

          "Varde Credit Agreement" means that certain Sixth Restated
     and Amended Credit Agreement dated as of December 30, 1997, among
     the Company, the General Partners, Pride Borger, Inc., Desulfur
     Partnership, Pride Marketing of Texas (Cedar Wind), Inc. and
     Varde, as amended by Amendment No. 1 thereto dated as of April
     15, 1998 and by Amendment No. 2 thereto dated as of November 20,
     1998.

     2.2.  Section 6.6.15 of the Credit Agreement is amended to read
in its entirety as follows:

          6.6.15.  Indebtedness of the Obligors to Varde in respect of
     the Varde Revolving Loan, so long as the principal amount thereof
     at any time outstanding does not exceed $2,000,000, the per annum
     rate of  interest thereon does not exceed 11% per annum and the
     stated maturity thereof is not earlier than January 1, 1999;
     provided, however, that with respect to the period commencing
     November 20, 1998 through and including December 1, 1998, the
     maximum principal amount of such Indebtedness permitted under
     this Section 6.6.15 shall be increased from $2,000,000 to
     $3,500,000.

3.  Representations and Warranties.  In order to induce the Lenders to
enter into this Agreement, each of the Pride Entities jointly and severally
represents and warrants to each of the Lenders that:

     3.1.  No Legal Obstacle to Agreements.  Neither the execution and
delivery of this Agreement or any other Credit Document, nor the making of
any borrowing under the Amended Credit Agreement, nor the guaranteeing of
the Credit Obligations, nor the securing of the Credit Obligations with the
Credit Security, nor the consummation of any transaction referred to in or
contemplated by this Agreement, the Amended Credit Agreement or any other
Credit Document, nor the fulfillment of the terms hereof or thereof or of
any other agreement, instrument, deed or lease contemplated by this
Agreement, the Amended Credit Agreement or any other Credit Document, has
constituted or resulted in or will constitute or result in:

          (a)  any breach or termination of the provisions of any
     agreement, instrument, deed or lease to which any of the Pride
     Entities is a party or by which it is bound, or of the Charter
          or By-laws of any of the Pride Entities;

          (b)  the violation of any law, statute, judgment, decree or
     governmental order, rule or regulation applicable to any of the
     Pride Entities;

          (c)  the creation under any agreement, instrument, deed or
     lease of any Lien (other than Liens on the Credit Security which
     secure the Credit Obligations and Liens permitted by Section 6.8
     of the Amended Credit Agreement) upon any of the assets of any of
     the Pride Entities; or

          (d)  any redemption, retirement or other repurchase
     obligation of any of the Pride Entities under any Charter,
     By-law, agreement, instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is
required to be obtained or made by any of the Pride Entities in connection
with the execution and delivery of this Agreement, the performance of this
Agreement, the Amended Credit Agreement or any other Credit Document, the
transactions contemplated hereby or thereby, the making of any borrowing
under the Amended Credit Agreement, the guaranteeing of the Credit
Obligations or the securing of the Credit Obligations with the Credit
Security.

     3.2.  Defaults.  Immediately after giving effect to the
Amendment, no Default shall exist. 

     3.3.  Incorporation of Representations and Warranties of Company. 
Immediately after giving effect to the Amendment, the representations and
warranties set forth in Section 7 of the Amended Credit Agreement will be
true and correct as if originally made on and as of the Amendment Closing
Date (except to the extent of any representation or warranty which refers
to a specific earlier date).

4.  Conditions.  The effectiveness of each of the amendments set forth in
Section 2 hereof shall be subject to the satisfaction of the following
conditions:

     4.1.  Officer's Certificate.  The representations and warranties
contained in Section 3 hereof shall be true and correct on and as of the
Amendment Closing Date with the same force and effect as though originally
made on and as of the Amendment Closing Date; immediately after giving
effect to such amendments, no Default shall exist; no Material Adverse
Change shall have occurred since December 30, 1997 except as previously
disclosed by the Company in writing to the Lenders; and the Company shall
have furnished to the Lenders on or before the Amendment Closing Date a
certificate to these effects signed by a Financial Officer of the Company.

     4.2.  Proper Proceedings.  All proper proceedings shall have been
taken by each of the Pride Entities to authorize this Agreement, the
Amended Credit Agreement and the transactions contemplated hereby and
thereby.  On or before the Amendment Closing Date, the Agent shall have
received copies of all documents, including legal opinions of counsel and
records of corporate proceedings which the Agent may have requested in
connection therewith, such documents, where appropriate, to be certified by
proper corporate or governmental authorities.

     4.3.  Varde.  Varde shall have consented to the terms and
conditions of this Agreement and the Amended Credit Agreement, and the
Varde Credit Agreement shall have been amended in a manner satisfactory in
form and substance to the Required Revolving Lenders which provides, in
documentation satisfactory in form and substance to the Required Revolving
Lenders, for the temporary increase of the Varde Revolving Loan.

     4.4.  Execution and Delivery.  Each of the Pride Entities, the
Lenders, the Agent and the Documentation Agent shall have executed and
delivered this Agreement.

     4.5.  Expenses.  The Company shall have paid to the Agent all
reasonable expenses, fees and charges payable to the Agent's counsel, Ropes
& Gray.

5.  Further Assurances.  The Company will, promptly upon the request of the
Agent from time to time, execute, acknowledge and deliver, and file and
record, all such instruments and notices, and take all such action, as the
Agent deems necessary or advisable to carry out the intent and purposes of
this Agreement.  In addition, the parties confirm their agreement to enter
into a restatement of the Credit Agreement incorporating the amendments set
forth in Section 2 hereof and containing such additional provisions as
shall be appropriate to reflect fully the termination of the commitment of
the Term Lender to make the Term Loan.  Such restatement shall be effected
as soon as reasonably possible.

6.  General.  The Amended Credit Agreement and all of the other Credit
Documents are each confirmed as being in full force and effect.  This
Agreement, the Amended Credit Agreement and the other Credit Documents
referred to herein or therein constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersede
all prior and current understandings and agreements, whether written or
oral, with respect to such subject matter.  The invalidity or
unenforceability of any provision hereof shall not affect the validity and
enforceability of any other term or provision hereof.  The headings in this
Agreement are for convenience of reference only and shall not alter, limit
or otherwise affect the meaning hereof.  Each of this Agreement and the
Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all
holders of any Note.  This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.

<PAGE>
     Each of the undersigned has caused this Agreement to be executed
and delivered by its duly authorized officer as an agreement under seal as
of the date first above written.

               . . . . . . . . . .      PRIDE COMPANIES, L.P.
                                   by Pride Refining, Inc., its
                                   Managing General Partner


                              By_________________________________
                                    Title:


                              PRIDE REFINING, INC.


                              By_________________________________
                                    Title:


                              PRIDE SGP, INC.


                              By_________________________________
                                    Title:


                              PRIDE BORGER, INC.


                              By_________________________________
                                    Title:


                              PRIDE MARKETING OF TEXAS (CEDAR
                              WIND), INC.


                              By_________________________________
                                    Title:


<PAGE>
                              DESULFUR PARTNERSHIP
                                   by Pride Companies, L.P., its
                                   General Partner,
                                   by Pride Refining, Inc., its
                                   Managing General Partner


                              By_________________________________
                                    Title:

                                   and by Pride Marketing of Texas
                                   (Cedar Wind),
                                   Inc., its General Partner


                              By_________________________________
                                    Title:

     
                              BANKBOSTON, N.A., for Itself and as
                              Agent


                              By_________________________________
                                    Authorized Officer


                              LEHMAN COMMERCIAL PAPER INC., for
                                   Itself and as Documentation Agent


                              By_________________________________
                                    Authorized Officer


                              UNION BANK OF CALIFORNIA, N.A.


                              By_________________________________
                                    Authorized Officer

<PAGE>
Consented to:

VARDE PARTNERS, INC.


By _________________________________
     Authorized Officer<PAGE>

                           PRIDE COMPANIES, L.P.

                 REVOLVING CREDIT AND TERM LOAN AGREEMENT

                              Amendment No. 3


     This Agreement, dated as of December 31, 1998, is among Pride
Companies, L.P., a Delaware limited partnership (the "Company"), Pride SGP,
Inc., a Texas corporation, Pride Refining, Inc., a Texas corporation,
Desulfur Partnership, a Texas general partnership, Pride Borger, Inc., a
Delaware corporation, and Pride Marketing of Texas (Cedar Wind), Inc., a
Texas corporation (collectively, the "Pride Entities"), BankBoston, N.A.,
Lehman Commercial Paper Inc. and Union Bank of California (collectively,
the "Lenders"), BankBoston, N.A., as agent (the "Agent") for itself and the
other Lenders, and Lehman Commercial Paper Inc., as Documentation Agent
(the "Documentation Agent") for itself and the other Lenders.  The parties
agree as follows:

7.  Reference to Credit Agreement; Background.

     7.1.  Reference to Credit Agreement; Definitions.  Reference is made
to the Revolving Credit and Term Loan Agreement dated as of December 30,
1997, as amended by Amendment No. 1 thereto dated as of April 15, 1998 and
Amendment No. 2 thereto dated as of November 20, 1998 (the "Credit
Agreement"), among the Pride Entities, the Lenders, the Agent and the
Documentation Agent.  The Credit Agreement, as amended by the amendments
set forth in Section 2 hereof (the "Amendment"), is referred to as the
"Amended Credit Agreement."  Terms defined in the Amended Credit Agreement
and not otherwise defined herein are used herein with the meanings so
defined.

     7.2.  Background.  The Company has requested that the Credit Agreement
be amended to cure certain existing and prospective Defaults and for other
purposes.  The Lenders have agreed to such amendments on the conditions
that BankBoston be released from any obligation to provide the Term Loan
and on the other conditions set forth herein.

8.  Amendments to Credit Agreement.  Subject to all of the terms and
conditions hereof and in reliance upon the representations and warranties
set forth or incorporated by reference in Section 3 hereof, the Credit
Agreement is amended as follows, effective as of the date hereof (the
"Amendment Closing Date").

     8.1.  The definition of "Varde Credit Agreement" set forth in Section
1.1 of the Credit Agreement is amended to read in its entirety as follows:

          "Varde Credit Agreement" means that certain Sixth Restated and
     Amended Credit Agreement dated as of December 30, 1997, among the
     Company, the General Partners, Pride Borger, Inc., Desulfur
     Partnership, Pride Marketing of Texas (Cedar Wind), Inc. and Varde, as
     amended by the First Amendment thereto dated as of April 15, 1998, the
     Second Amendment thereto dated as of November 20, 1998, and the Third
     Amendment thereto dated as of December 1, 1998 and the Fourth
     Amendment thereto dated as of December 31, 1998.

     8.2.  Section 6.6.15 of the Credit Agreement is amended to read in its
entirety as follows:

          6.6.15.  Indebtedness of the Obligors to Varde in respect of the
     Varde Revolving Loan, so long as the principal amount thereof at any
     time outstanding does not exceed $2,000,000, the per annum rate of 
     interest thereon does not exceed 11% per annum and the stated maturity
     thereof is not earlier than January 31, 1999 with the possibility of
     an extension up to July 31, 1999; provided, however, that with respect
     to the period commencing November 20, 1998 through and including
     January 1, 1999, the maximum principal amount of such Indebtedness
     permitted under this Section 6.6.15 shall be increased from $2,000,000
     to $3,500,000.

9.  Representations and Warranties.  In order to induce the Lenders to
enter into this Agreement, each of the Pride Entities jointly and severally
represents and warrants to each of the Lenders that:

     9.1.  No Legal Obstacle to Agreements.  Neither the execution and
delivery of this Agreement or any other Credit Document, nor the making of
any borrowing under the Amended Credit Agreement, nor the guaranteeing of
the Credit Obligations, nor the securing of the Credit Obligations with the
Credit Security, nor the consummation of any transaction referred to in or
contemplated by this Agreement, the Amended Credit Agreement or any other
Credit Document, nor the fulfillment of the terms hereof or thereof or of
any other agreement, instrument, deed or lease contemplated by this
Agreement, the Amended Credit Agreement or any other Credit Document, has
constituted or resulted in or will constitute or result in:

          (a)  any breach or termination of the provisions of any
     agreement, instrument, deed or lease to which any of the Pride
     Entities is a party or by which it is bound, or of the Charter
     or By-laws of any of the Pride Entities;

          (b)  the violation of any law, statute, judgment, decree or
     governmental order, rule or regulation applicable to any of the Pride
     Entities;

          (c)  the creation under any agreement, instrument, deed or lease
     of any Lien (other than Liens on the Credit Security which secure the
     Credit Obligations and Liens permitted by Section 6.8 of the Amended
     Credit Agreement) upon any of the assets of any of the Pride Entities;
     or

          (d)  any redemption, retirement or other repurchase obligation of
     any of the Pride Entities under any Charter, By-law, agreement,
     instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is
required to be obtained or made by any of the Pride Entities in connection
with the execution and delivery of this Agreement, the performance of this
Agreement, the Amended Credit Agreement or any other Credit Document, the
transactions contemplated hereby or thereby, the making of any borrowing
under the Amended Credit Agreement, the guaranteeing of the Credit
Obligations or the securing of the Credit Obligations with the Credit
Security.

     9.2.  Defaults.  Immediately after giving effect to the Amendment, no
Default shall exist. 

     9.3.  Incorporation of Representations and Warranties of Company. 
Immediately after giving effect to the Amendment, the representations and
warranties set forth in Section 7 of the Amended Credit Agreement will be
true and correct as if originally made on and as of the Amendment Closing
Date (except to the extent of any representation or warranty which refers
to a specific earlier date).

10.  Conditions.  The effectiveness of each of the amendments set forth in
Section 2 hereof shall be subject to the satisfaction of the following
conditions:

     10.1.  Officer's Certificate.  The representations and warranties
contained in Section 3 hereof shall be true and correct on and as of the
Amendment Closing Date with the same force and effect as though originally
made on and as of the Amendment Closing Date; immediately after giving
effect to such amendments, no Default shall exist; no Material Adverse
Change shall have occurred since December 30, 1997 except as previously
disclosed by the Company in writing to the Lenders; and the Company shall
have furnished to the Lenders on or before the Amendment Closing Date a
certificate to these effects signed by a Financial Officer of the Company.

     10.2.  Proper Proceedings.  All proper proceedings shall have been
taken by each of the Pride Entities to authorize this Agreement, the
Amended Credit Agreement and the transactions contemplated hereby and
thereby.  On or before the Amendment Closing Date, the Agent shall have
received copies of all documents, including legal opinions of counsel and
records of corporate proceedings which the Agent may have requested in
connection therewith, such documents, where appropriate, to be certified by
proper corporate or governmental authorities.

     10.3.  Varde.  Varde shall have consented to the terms and conditions
of this Agreement and the Amended Credit Agreement, and the Varde Credit
Agreement shall have been amended in a manner satisfactory in form and
substance to the Required Revolving Lenders which provides, in
documentation satisfactory in form and substance to the Required Revolving
Lenders, for the temporary increase of the Varde Revolving Loan.

     10.4.  Execution and Delivery.  Each of the Pride Entities, the
Lenders, the Agent and the Documentation Agent shall have executed and
delivered this Agreement.

     10.5.  Expenses.  The Company shall have paid to the Agent all
reasonable expenses, fees and charges payable to the Agent's counsel, Ropes
& Gray.

11.  Further Assurances.  The Company will, promptly upon the request of
the Agent from time to time, execute, acknowledge and deliver, and file and
record, all such instruments and notices, and take all such action, as the
Agent deems necessary or advisable to carry out the intent and purposes of
this Agreement.  In addition, the parties confirm their agreement to enter
into a restatement of the Credit Agreement incorporating the amendments set
forth in Section 2 hereof and containing such additional provisions as
shall be appropriate to reflect fully the termination of the commitment of
the Term Lender to make the Term Loan.  Such restatement shall be effected
as soon as reasonably possible.

12.  General.  The Amended Credit Agreement and all of the other Credit
Documents are each confirmed as being in full force and effect.  This
Agreement, the Amended Credit Agreement and the other Credit Documents
referred to herein or therein constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersede
all prior and current understandings and agreements, whether written or
oral, with respect to such subject matter.  The invalidity or
unenforceability of any provision hereof shall not affect the validity and
enforceability of any other term or provision hereof.  The headings in this
Agreement are for convenience of reference only and shall not alter, limit
or otherwise affect the meaning hereof.  Each of this Agreement and the
Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all
holders of any Note.  This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.

<PAGE>
     Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of
the date first above written.

                              PRIDE COMPANIES, L.P.
                                   by Pride Refining, Inc., its
                                   Managing General Partner


                              By_________________________________
                                    Title:


                              PRIDE REFINING, INC.


                              By_________________________________
                                    Title:


                              PRIDE SGP, INC.


                              By ________________________________
                                    Title:


                              PRIDE BORGER, INC.


                              By ________________________________
                                    Title:


                              PRIDE MARKETING OF TEXAS (CEDAR
                              WIND), INC.


                              By ________________________________
                                    Title:


<PAGE>
                              DESULFUR PARTNERSHIP
                                   by Pride Companies, L.P., its
                                   General Partner,
                                   by Pride Refining, Inc., its
                                   Managing General Partner


                              By ________________________________
                                    Title:

                                   and by Pride Marketing of Texas
                                   (Cedar Wind),Inc., its
                                    General Partner


                              By _______________________________
                                    Title:

     
                              BANKBOSTON, N.A., for Itself and as
                              Agent


                              By ________________________________
                                    Authorized Officer


                              LEHMAN COMMERCIAL PAPER INC., for
                                   Itself and as Documentation Agent


                              By ________________________________
                                    Authorized Officer


                              UNION BANK OF CALIFORNIA, N.A.


                              By_________________________________
                                    Authorized Officer

<PAGE>
Consented to:

VARDE PARTNERS, INC.


By _________________________________
     Authorized Officer<PAGE>

                           PRIDE COMPANIES, L.P.

                 REVOLVING CREDIT AND TERM LOAN AGREEMENT

                              Amendment No. 4


     This Agreement, dated as of March __, 1999, is among Pride Companies,
L.P., a Delaware limited partnership (the "Company"), Pride SGP, Inc., a
Texas corporation, Pride Refining, Inc., a Texas corporation, Pride Borger,
Inc., a Delaware corporation, and Pride Marketing of Texas (Cedar Wind),
Inc., a Texas corporation (collectively, the "Pride Entities"), BankBoston,
N.A., Lehman Commercial Paper Inc. and Union Bank of California
(collectively, the "Lenders"), BankBoston, N.A., as agent (the "Agent") for
itself and the other Lenders, and Lehman Commercial Paper Inc., as
Documentation Agent (the "Documentation Agent") for itself and the other
Lenders.  The parties agree as follows:

13.  Reference to Credit Agreement; Background.

     13.1.  Reference to Credit Agreement; Definitions.  Reference is made
to the Revolving Credit and Term Loan Agreement dated as of December 30,
1997, as amended by Amendment No. 1 thereto dated as of April 15, 1998,
Amendment No. 2 thereto dated as of November 20, 1998 and Amendment No. 3
thereto dated as of December 31, 1998 (the "Credit Agreement"), among the
Pride Entities, the Lenders, the Agent and the Documentation Agent.  The
Credit Agreement, as amended by the amendments set forth in Section 2
hereof (the "Amendment"), is referred to as the "Amended Credit Agreement." 
Terms defined in the Amended Credit Agreement and not otherwise defined
herein are used herein with the meanings so defined.

     13.2.  Background.  The Company has requested that the Credit
Agreement be amended to cure certain existing and prospective Defaults and
for other purposes.  The Lenders have agreed to such amendments on the
conditions that BankBoston be released from any obligation to provide the
Term Loan and on the other conditions set forth herein.

14.  Amendments to Credit Agreement.  Subject to all of the terms and
conditions hereof and in reliance upon the representations and warranties
set forth or incorporated by reference in Section 3 hereof, the Credit
Agreement is amended as follows, effective as of the date hereof (the
"Amendment Closing Date").

     14.1.  The definition of "Varde Credit Agreement" set forth in Section
1.1 of the Credit Agreement is amended to read in its entirety as follows:

          "Varde Credit Agreement" means that certain Sixth Restated and
     Amended Credit Agreement dated as of December 30, 1997, among the
     Company, the General Partners, Pride Borger, Inc., Desulfur
     Partnership, Pride Marketing of Texas (Cedar Wind), Inc. and Varde, as
     amended by the First Amendment thereto dated as of April 15, 1998, the
     Second Amendment thereto dated as of November 20, 1998, and the Third
     Amendment thereto dated as of December 1, 1998, the Fourth Amendment
     thereto dated as of December 31, 1998 and the Fifth Amendment thereto
     dated as of March __, 1999.

     14.2.  Section 6.6.15 of the Credit Agreement is amended to read in
its entirety as follows:

          6.6.15.  Indebtedness of the Obligors to Varde in respect of the
     Varde Revolving Loan, so long as the principal amount thereof at any
     time outstanding does not exceed $2,000,000, the per annum rate of 
     interest thereon does not exceed 11% per annum and the stated maturity
     thereof is not earlier than January 31, 1999 with the possibility of
     an extension up to July 31, 1999; provided, however, that with respect
     to the period commencing March __, 1999 through and including March
     31, 1999, the maximum principal amount of such Indebtedness permitted
     under this Section 6.6.15 shall be increased from $2,000,000 to
     $2,500,000.

15.  Representations and Warranties.  In order to induce the Lenders to
enter into this Agreement, each of the Pride Entities jointly and severally
represents and warrants to each of the Lenders that:

     15.1.  No Legal Obstacle to Agreements.  Neither the execution and
delivery of this Agreement or any other Credit Document, nor the making of
any borrowing under the Amended Credit Agreement, nor the guaranteeing of
the Credit Obligations, nor the securing of the Credit Obligations with the
Credit Security, nor the consummation of any transaction referred to in or
contemplated by this Agreement, the Amended Credit Agreement or any other
Credit Document, nor the fulfillment of the terms hereof or thereof or of
any other agreement, instrument, deed or lease contemplated by this
Agreement, the Amended Credit Agreement or any other Credit Document, has
constituted or resulted in or will constitute or result in:

          (a)  any breach or termination of the provisions of any
     agreement, instrument, deed or lease to which any of the Pride
     Entities is a party or by which it is bound, or of the Charter
     or By-laws of any of the Pride Entities;

          (b)  the violation of any law, statute, judgment, decree or
     governmental order, rule or regulation applicable to any of the Pride
     Entities;

          (c)  the creation under any agreement, instrument, deed or lease
     of any Lien (other than Liens on the Credit Security which secure the
     Credit Obligations and Liens permitted by Section 6.8 of the Amended
     Credit Agreement) upon any of the assets of any of the Pride Entities;
     or

          (d)  any redemption, retirement or other repurchase obligation of
     any of the Pride Entities under any Charter, By-law, agreement,
     instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is
required to be obtained or made by any of the Pride Entities in connection
with the execution and delivery of this Agreement, the performance of this
Agreement, the Amended Credit Agreement or any other Credit Document, the
transactions contemplated hereby or thereby, the making of any borrowing
under the Amended Credit Agreement, the guaranteeing of the Credit
Obligations or the securing of the Credit Obligations with the Credit
Security.

     15.2.  Defaults.  Immediately after giving effect to the Amendment, no
Default shall exist. 

     15.3.  Incorporation of Representations and Warranties of Company. 
Immediately after giving effect to the Amendment, the representations and
warranties set forth in Section 7 of the Amended Credit Agreement will be
true and correct as if originally made on and as of the Amendment Closing
Date (except to the extent of any representation or warranty which refers
to a specific earlier date).

16.  Conditions.  The effectiveness of each of the amendments set forth in
Section 2 hereof shall be subject to the satisfaction of the following
conditions:

     16.1.  Officer's Certificate.  The representations and warranties
contained in Section 3 hereof shall be true and correct on and as of the
Amendment Closing Date with the same force and effect as though originally
made on and as of the Amendment Closing Date; immediately after giving
effect to such amendments, no Default shall exist; no Material Adverse
Change shall have occurred since December 30, 1997 except as previously
disclosed by the Company in writing to the Lenders; and the Company shall
have furnished to the Lenders on or before the Amendment Closing Date a
certificate to these effects signed by a Financial Officer of the Company.

     16.2.  Proper Proceedings.  All proper proceedings shall have been
taken by each of the Pride Entities to authorize this Agreement, the
Amended Credit Agreement and the transactions contemplated hereby and
thereby.  On or before the Amendment Closing Date, the Agent shall have
received copies of all documents, including legal opinions of counsel and
records of corporate proceedings which the Agent may have requested in
connection therewith, such documents, where appropriate, to be certified by
proper corporate or governmental authorities.

     16.3.  Varde  Varde shall have consented to the terms and conditions
of this Agreement and the Amended Credit Agreement, and the Varde Credit
Agreement shall have been amended in a manner satisfactory in form and
substance to the Required Revolving Lenders which provides, in
documentation satisfactory in form and substance to the Required Revolving
Lenders, for the temporary increase of the Varde Revolving Loan.

     16.4.  Execution and Delivery.  Each of the Pride Entities, the
Lenders, the Agent and the Documentation Agent shall have executed and
delivered this Agreement.

     16.5.  Expenses.  The Company shall have paid to the Agent all
reasonable expenses, fees and charges payable to the Agent's counsel, Ropes
& Gray.

17.  Further Assurances.  The Company will, promptly upon the request of
the Agent from time to time, execute, acknowledge and deliver, and file and
record, all such instruments and notices, and take all such action, as the
Agent deems necessary or advisable to carry out the intent and purposes of
this Agreement.  In addition, the parties confirm their agreement to enter
into a restatement of the Credit Agreement incorporating the amendments set
forth in Section 2 hereof and containing such additional provisions as
shall be appropriate to reflect fully the termination of the commitment of
the Term Lender to make the Term Loan.  Such restatement shall be effected
as soon as reasonably possible.

18.  General.  The Amended Credit Agreement and all of the other Credit
Documents are each confirmed as being in full force and effect.  This
Agreement, the Amended Credit Agreement and the other Credit Documents
referred to herein or therein constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersede
all prior and current understandings and agreements, whether written or
oral, with respect to such subject matter.  The invalidity or
unenforceability of any provision hereof shall not affect the validity and
enforceability of any other term or provision hereof.  The headings in this
Agreement are for convenience of reference only and shall not alter, limit
or otherwise affect the meaning hereof.  Each of this Agreement and the
Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all
holders of any Note.  This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.

<PAGE>
     Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of
the date first above written.

                              PRIDE COMPANIES, L.P.
                                   by Pride Refining, Inc., its
                                   Managing General Partner


                              By______________________________
                                    Title:


                              PRIDE REFINING, INC.


                              By______________________________
                                    Title:


                              PRIDE SGP, INC.


                              By_______________________________
                                    Title:


                              PRIDE BORGER, INC.


                              By_______________________________
                                    Title:


                              PRIDE MARKETING OF TEXAS (CEDAR
                              WIND), INC.


                              By_______________________________
                                    Title:


<PAGE>
                              BANKBOSTON, N.A., for Itself and as
                              Agent


                              By _______________________________
                                    Authorized Officer


                              LEHMAN COMMERCIAL PAPER INC., for
                                   Itself and as Documentation Agent


                              By________________________________
                                    Authorized Officer


                              UNION BANK OF CALIFORNIA, N.A.


                              By________________________________
                                    Authorized Officer

Consented to:

VARDE PARTNERS, INC.


By _________________________________
     Authorized Officer<PAGE>
  
                                                            
   
   
   
                  SECOND AMENDMENT TO SIXTH
            RESTATED AND AMENDED CREDIT AGREEMENT
   
   
          THIS SECOND AMENDMENT TO SIXTH RESTATED AND
   AMENDED CREDIT AGREEMENT, dated as of November 20, 1998 (this
   "Second Amendment"), amends the Sixth Restated and Amended
   Credit Agreement dated as of December 30, 1997 (the "Credit
   Agreement") by and among PRIDE COMPANIES, L.P. (the
   "Borrower"), PRIDE REFINING, INC., PRIDE SGP, INC., DESULFUR
   PARTNERSHIP, PRIDE MARKETING OF TEXAS (CEDAR WIND), INC. and
   PRIDE BORGER, INC. (collectively, the "Guarantors") and VARDE
   PARTNERS, INC., as Lender (the "Lender").  Capitalized terms
   used herein but not otherwise defined herein shall have the
   meanings assigned thereto in the Credit Agreement.
   
          WHEREAS, the Borrower, the Guarantors and the
   Lender have entered into the Credit Agreement; and
   
          WHEREAS, the parties desire to amend the Credit
   Agreement as hereinafter set forth;
   
          NOW, THEREFORE, the parties hereto agree as
   follows:
   
          SECTION 1 Amendments.  Effective on (and subject
   to the occurrence of) the Second Amendment Effective Date (as
   defined in Section 3 below), the Credit Agreement shall be
   amended as set forth below:
   
          1.1  Section 1.1 of the Credit Agreement is hereby
   amended by amending and restating the definition of
   "Revolving Credit Commitment" in its entirety as follows:
   
          "Revolving Credit Commitment" shall mean the obligation
of the Lender to make Revolving Credit Loans to the Borrower
hereunder in an aggregate principal amount at any one time
outstanding not to exceed Two Million Dollars ($2,000,000)as such
amount may be reduced from time to time in accordance with the
terms of this Agreement; provided, however, that with respect to
the period from the Second Amendment Effective Date through and
including December 1, 1998, the Revolving Credit Commitment shall
mean the obligation of the Lender to make Revolving Credit Loans
to the Borrower hereunder in an aggregate principal amount at any
one time outstanding not to exceed Three Million Five Hundred
Thousand Dollars ($3,500,000) as such amount may be reduced from
time to time in accordance with the terms of this Agreement.
   
         1.2  Section 1.1 of the Credit Agreement is hereby
further amended by adding the following new definition in the
appropriate alphabetical position:
   
          "Second Amendment Effective Date" shall mean       
November 20, 1998.
   
          1.3  Section 2.3 of the Credit Agreement is hereby  
amended and restated in its entirety to read as follows:
   
          2.3  Revolving Credit Notes.  The Revolving Credit Loans
made by the Lender shall be evidenced by a promissory note of the
Borrower, substantially in the form of Exhibit A-6, with
appropriate insertions as to payee, date and principal amount (a   
"Revolving Credit Note"), payable to the order of the Lender and
in a principal amount equal to the lesser of (a) the amount of the
Revolving Credit Commitment and (b) the aggregate unpaid principal
amount of all Revolving Credit Loans made by the Lender.  The
Revolving Credit Note shall (x) be dated the Second Amendment      
Effective Date, (y) be stated to mature on the Revolving Credit
Termination Date and (z) provide for the payment of interest in
accordance with Section 2.6.
   
          1.4  Exhibit A to the Credit Agreement is hereby amended
by deleting Exhibit A-6 thereto and inserting a new Exhibit A-6 in
the form of Exhibit A hereto.
   
          SECTION 2 Representations and Warranties.  The
   Borrower and each of the Guarantors represents and warrants
   to the Lender that (a) each representation and warranty set
   forth in Article V of the Credit Agreement is true and
   correct in all material respects (except for any such
   representations and warranties which are qualified by their
   terms by a reference to materiality, which representations
   and warranties as so qualified shall be true and correct in
   all respects) as of the date of the execution and delivery of
   this Second Amendment by the Borrower and the Guarantors (and
   assuming the effectiveness hereof), with the same effect as
   if made on such date (except for any such representations and
   warranties which are made with respect to a specified date,
   which representations and warranties shall only be required
   to be true and correct as of such date); and (b) the
   execution and delivery by the Borrower and the Guarantors of
   this Second Amendment and the performance by the Borrower and
   the Guarantors of their respective obligations under the
   Credit Agreement, as amended hereby (as so amended, the
   "Amended Credit Agreement"), (i) are within the corporate
   powers of the Borrower and Guarantors, (ii) have been duly
   authorized by all necessary corporate action on the part of
   the Borrower and the Guarantors, (iii) have received all
   necessary approvals and consents from any governmental
   authority and (iv) do not and will not contravene or conflict
   with, or result in or require the creation or imposition of
   any Lien under, any provision or requirements of law or of
   the certificate of incorporation or by-laws (or equivalent
   organizational or governing document) of the Borrower or any
   Guarantor or of any agreement, instrument, order or decree
   which is binding upon the Borrower of any Guarantor.
     
          SECTION 3 Effectiveness.  The amendments set forth
   in Section 1 hereof shall become effective on such date (the
   "Second Amendment Effective Date") when the Lender shall have
   received all of the following:
   
                           (i)  Counterparts of this Second
Amendment executed by a duly authorized officer of the Borrower
and each of the Guarantors.
   
                          (ii)  An executed Revolving Credit Note
in the form of Exhibit A hereto.
   
                         (iii)  An opinion of Andrews & Kurth,
LLP, counsel to the Borrower and the Guarantors, substantially in 
the form of Attachment I hereto.
   
                          (iv)  Confirmation that the Borrower has
paid to the Lender all reasonable expenses, fees and charges 
payable to the Lender's counsel, Paul, Weiss, Rifkind, Wharton &
Garrison.
   
                           (v)  All documents the Lender may
reasonably request relating to the existence of the Borrower and
the Guarantors, the corporate authority for and the validity of  
this Second Amendment, and any other matters relevant hereto,  
all in form and substance satisfactory to the Lender.
   
                          (vi)  Counterparts of the Consent and  
Agreement, substantially in the form of Attachment II hereto,  
executed by a duly authorized officer of each of the Guarantors.
   
                         (vii)  A duly executed copy of Amendment
No. 2 to the BankBoston Credit Agreement in form and substance  
satisfactory to the Lender.
   
          SECTION 4      Miscellaneous.
   
          4.1  Continuing Effectiveness, etc.  The Credit
   Agreement as hereby amended and all other Loan Documents are
   hereby ratified and confirmed in all respects.  After the
   Second Amendment Effective Date, all references in the Credit
   Agreement and the other Loan Documents to "Credit Agreement",
   "Agreement" or similar terms shall refer to the Amended
   Credit Agreement.  The execution, delivery and effectiveness
   of this Second Amendment shall not, except as expressly
   provided herein, operate as a waiver of any right, power or
   remedy of the Lender under the Credit Agreement or any other
   Loan Document nor constitute a waiver of any provision of the
   Credit Agreement, the Notes, or any other Loan Document nor
   constitute a waiver of any Default or Event of Default.
   
          4.2  Counterparts.  This Second Amendment may be
   executed in any number of counterparts and by the different
   parties on separate counterparts, and each such counterpart
   shall be deemed to be an original but all such counterparts
   shall together constitute one and the same Second Amendment.
   
          4.3  Governing Law.  This Second Amendment shall
   be governed by and construed in accordance with the internal
   laws of the State of New York (without reference to the
   conflicts of laws provisions thereof).
   
          4.4  Successors and Assigns.  This Second
   Amendment shall be binding upon the Borrower, the Guarantors,
   the Lender and their respective permitted successors and
   assigns, and shall inure to the benefit of the Borrower, the
   Guarantors, the Lender and their respective permitted
   successors and assigns.
   
          4.5  Further Assurances. Each of the Borrower and
   the Guarantors will, promptly upon the request of the Lender,
   from time to time execute, acknowledge and deliver, and file
   and record, all such agreements, documents, instruments and
   notices, and take all such action, as the Lender deems
   necessary or advisable to carry out the intent and purposes
   of this Second Amendment and the Credit Agreement.
   
      <PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused
   this Second Amendment to be duly executed by their respective
   authorized officers as of the day and year first above
   written.
   
                              PRIDE COMPANIES, L.P.
                                By Pride Refining, Inc., its
                                Managing General Partner
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              PRIDE REFINING, INC.
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              PRIDE SGP, INC.
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              PRIDE BORGER, INC.
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              PRIDE MARKETING OF TEXAS CEDAR WIND


 
                              By:____________________________
                              Name:                                
                              Title:
   
   
                              DESULFUR PARTNERSHIP
                               by Pride Companies, L.P., its
                                General Partner, by Pride

                                Refining, Inc., its Managing
                                General Partner
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              and by Pride Marketing of Texas
                              (Cedar Wind), Inc., its General
                              Partner
   
   
                              By:____________________________
                              Name:
                              Title:
   
   
                              VARDE PARTNERS, INC., as lender
   
   
                              By:____________________________
                              Name:
                              Title:
   
      <PAGE>
   
   
                                              Attachment I  
   
   
   
   
   
   
                          Form of Opinion<PAGE>
   
                                                            
   
   
                                               Attachment II
   
   
                    CONSENT AND AGREEMENT
   
   
          Each of Pride Refining, Inc., Pride SGP, Inc.,
   Desulfur Partnership, Pride Marketing of Texas (Cedar Wind),
   Inc. and Pride Borger, Inc. hereby consents to the provisions
   of this Second Amendment and the transactions contemplated
   herein, and hereby ratifies and confirms the respective Third
   Restated Guaranty Agreements, each dated as of December 30,
   1997, made by it for the benefit of Lender, and agrees that
   its obligations and covenants thereunder are unimpaired
   hereby and shall remain in full force and effect.   
   
   Dated:  November 20, 1998
   
                         PRIDE REFINING, INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE SGP, INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         DESULFER PARTNERSHIP
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE MARKETING OF TEXAS (CEDAR 
                         WIND), INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE BORGER, INC.
   
   
                         By:______________________________
                         Name:
                            Title:<PAGE>
   
                                                   EXHIBIT A
   
                                                            
   
                    REVOLVING CREDIT NOTE         
                                
   
   $3,500,000                             New York, New York
                                           November 20, 1998
   
          FOR VALUE RECEIVED, the undersigned, PRIDE COMPANIES,
L.P., a Delaware limited partnership (the "Borrower"),
unconditionally promises to pay on the Revolving Credit
Termination Date (as defined in the Credit Agreement defined
below) to the order of VARDE PARTNERS, INC. (the "Lender"), on the
dates and in the manner set forth in sections 2.6 and 2.8 of the
Credit Agreement, the lesser of (a) the principal amount of  
THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) and (b)
the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to section 2.2
of the Credit Agreement.  The Borrower further agrees to pay
interest on the unpaid principal amount hereof on the dates and at
the applicable rates per annum as provided in section 2.6(b) of
the Credit Agreement until any such amount shall be due and
payable (whether at the stated maturity, by acceleration or
otherwise).
   
          The holder of this Note is authorized to endorse on the
schedule annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a
part hereof the date and amount of each Revolving Credit Loan made
pursuant to the Credit Agreement and the date and amount of each
payment or prepayment of principal thereof.  Each such endorsement
shall constitute prima facie evidence of the accuracy of the  
information endorsed; provided, however, that the failure of the
lender to make any such endorsement shall not affect the
obligations of the Borrower in respect of such Revolving Credit
Loans.
   
          This Note (a) is the Revolving Credit Note referred to
in the Sixth Restated and Amended Credit Agreement, dated as of
December 30, 1997 (as the same may from time to time be amended,
modified or supplemented, the "Credit Agreement"), among the  
Borrower, Pride Refining, Inc., Pride SGP, Inc., Desulfur
Partnership, Pride Marketing of Texas (Cedar Wind), Inc., Pride
Borger, Inc. and the Lender, (b) is subject to the provisions of  
the Credit Agreement and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Credit
Agreement.  This Note is secured and guaranteed as provided in  
the Collateral Documents.  Reference is hereby made to the
Collateral Documents for a description of the properties and
assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee
were granted and the rights of the holder of this Note in respect  
thereof.
      
          Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then
remaining unpaid on this Note may become, or be declared to be,
immediately due and payable as provided in the Credit Agreement.
   
          Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
   
          The Borrower hereby waives presentment, demand, protest
and all other notices of any kind.
   
          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND 
   INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
   YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PROVISIONS
   THEREOF).
   
   
                         PRIDE COMPANIES, L.P., a Delaware limited
                            partnership
   
                         By:  PRIDE REFINING, INC., a Texas
                                 corporation, Managing General     
                             Partner
   
   
                         By: ___________________________________   
                                         Dave Caddell
                                        Vice President
      <PAGE>
   
   
   
   
                                               SCHEDULE A to
                                       Revolving Credit Note
   
   
          LOAN REPAYMENTS OF REVOLVING CREDIT LOAN<PAGE>
   
                                                            
   
   
   
                  THIRD AMENDMENT TO SIXTH
            RESTATED AND AMENDED CREDIT AGREEMENT
   
   
          THIS THIRD AMENDMENT TO SIXTH RESTATED AND AMENDED
CREDIT AGREEMENT, dated as of December 1, 1998 (this "Third
Amendment"), amends the Sixth Restated and Amended Credit
Agreement dated as of December 30, 1997 (as amended, supplemented
or modified from time to time, the "Credit Agreement") by and
among PRIDE COMPANIES, L.P. (the "Borrower"), PRIDE REFINING,
INC., PRIDE SGP, INC., DESULFUR PARTNERSHIP, PRIDE MARKETING OF
TEXAS (CEDAR WIND), INC. and PRIDE BORGER, INC. (collectively, the
"Guarantors") and VARDE PARTNERS, INC., as Lender (the "Lender"). 
Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned thereto in the Credit Agreement.

          WHEREAS, the Borrower, the Guarantors and the Lender
have entered into the Credit Agreement; and

          WHEREAS, the parties desire to amend the Credit
Agreement as hereinafter set forth;

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1 Amendments.  Effective on (and subject to the
occurrence of) the Third Amendment Effective Date (as defined in
Section 3 below), the Credit Agreement shall be amended as set
forth below:

          1.1  Section 1.1 of the Credit Agreement is hereby
amended by amending and restating the definition of "Revolving
Credit Commitment" in its entirety as follows:

          "Revolving Credit Commitment" shall mean the obligation
of the Lender to make Revolving Credit Loans to the Borrower
hereunder in an aggregate principal amount at any one time
outstanding not to exceed Two Million Dollars ($2,000,000) as such
amount may be reduced from time to time in accordance with the
terms of this Agreement; provided, however, that with respect to
the period from the Second Amendment Effective Date through and
including January 1, 1999, the Revolving Credit Commitment shall
mean the obligation of the Lender to make Revolving Credit Loans
to the Borrower hereunder in an aggregate principal amount at any
one time outstanding not to exceed Three Million Five Hundred
Thousand Dollars ($3,500,000) as such amount may be reduced from
time to time in accordance with the terms of this Agreement.

          SECTION 2 Representations and Warranties.  The Borrower
and each of the Guarantors represents and warrants to the Lender
that (a) each representation and warranty set forth in Article V
of the Credit Agreement is true and correct in all material
respects (except for any such representations and warranties which
are qualified by their terms by a reference to materiality, which
representations and warranties as so qualified shall be true and
correct in all respects) as of the date of the execution and
delivery of this Third Amendment by the Borrower and the
Guarantors (and assuming the effectiveness hereof), with the same
effect as if made on such date (except for any such
representations and warranties which are made with respect to a
specified date, which representations and warranties shall only be
required to be true and correct as of such date); and (b) the
execution and delivery by the Borrower and the Guarantors of this
Third Amendment and the performance by the Borrower and the
Guarantors of their respective obligations under the Credit
Agreement, as amended hereby (as so amended, the "Amended Credit
Agreement"), (i) are within the corporate powers of the Borrower
and Guarantors, (ii) have been duly authorized by all necessary
corporate action on the part of the Borrower and the Guarantors,
(iii) have received all necessary approvals and consents from any
governmental authority and (iv) do not and will not contravene or
conflict with, or result in or require the creation or imposition
of any Lien under, any provision or requirements of law or of the
certificate of incorporation or by-laws (or equivalent
organizational or governing document) of the Borrower or any
Guarantor or of any agreement, instrument, order or decree which
is binding upon the Borrower of any Guarantor.
     
          SECTION 3 Effectiveness.  The amendments set forth in
Section 1 hereof shall become effective on such date (the "Third
Amendment Effective Date") when the Lender shall have received all
of the following:

                           (i)  Counterparts of this Third
Amendment executed by a duly authorized officer of the Borrower
and each of the Guarantors.

                          (ii)  Confirmation that the Borrower has
paid to the Lender all reasonable expenses, fees and charges
payable to the Lender's counsel, Paul, Weiss, Rifkind, Wharton &
Garrison.

                         (iii)  All documents the Lender may
reasonably request relating to the existence of the Borrower and
the Guarantors, the corporate authority for and the validity of
this Third Amendment, and any other matters relevant hereto, all
in form and substance satisfactory to the Lender.

                          (iv)  Counterparts of the Consent and
Agreement, substantially in the form of Attachment I hereto,
executed by a duly authorized officer of each of the Guarantors.

                           (v)  A duly executed copy of Amendment
No. 3 to the BankBoston Credit Agreement in form and substance
satisfactory to the Lender.

          SECTION 4      Miscellaneous.

          4.1  Continuing Effectiveness, etc.  The Credit
Agreement as hereby amended and all other Loan Documents are
hereby ratified and confirmed in all respects.  After the Third
Amendment Effective Date, all references in the Credit Agreement
and the other Loan Documents to "Credit Agreement", "Agreement" or
similar terms shall refer to the Amended Credit Agreement.  The
execution, delivery and effectiveness of this Third Amendment
shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lender under the
Credit Agreement or any other Loan Document nor constitute a
waiver of any provision of the Credit Agreement, the Notes, or any
other Loan Document nor constitute a waiver of any Default or
Event of Default.

          4.2  Counterparts.  This Third Amendment may be
executed in any number of counterparts and by the different
parties on separate counterparts, and each such counterpart shall
be deemed to be an original but all such counterparts shall
together constitute one and the same Third Amendment.

          4.3  Governing Law.  This Third Amendment shall be
governed by and construed in accordance with the internal laws of
the State of New York (without reference to the conflicts of laws
provisions thereof).

          4.4  Successors and Assigns.  This Third Amendment
shall be binding upon the Borrower, the Guarantors, the Lender and
their respective permitted successors and assigns, and shall inure
to the benefit of the Borrower, the Guarantors, the Lender and
their respective permitted successors and assigns.

          4.5  Further Assurances. Each of the Borrower and the
Guarantors will, promptly upon the request of the Lender, from
time to time execute, acknowledge and deliver, and file and
record, all such agreements, documents, instruments and notices,
and take all such action, as the Lender deems necessary or
advisable to carry out the intent and purposes of this Third
Amendment and the Credit Agreement.

<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.

                              PRIDE COMPANIES, L.P.
                                By Pride Refining, Inc., its
                                Managing General Partner


                              By:____________________________
                              Name:
                              Title:


                              PRIDE REFINING, INC.


                              By:____________________________
                              Name:
                              Title:


                              PRIDE SGP, INC.


                              By:____________________________
                              Name:
                              Title:


                              PRIDE BORGER, INC.


                              By:____________________________
                              Name:
                              Title:


                              PRIDE MARKETING OF TEXAS             
                             (CEDAR WIND), INC.


                              By:____________________________
                              Name:                                
                             Title:


                              DESULFUR PARTNERSHIP
                                by Pride Companies, L.P., its
                                General Partner, by Pride
                                Refining, Inc.,
                                its Manager General Partner


                              By:____________________________
                              Name:
                              Title:


                              and by Pride Marketing of Texas
                              (Cedar Wind), Inc., its General
                              Partner


                              By:____________________________
                              Name:
                              Title:


                              VARDE PARTNERS, INC., as Lender


                              By:____________________________
                              Name:
                              Title:
<PAGE>

                                                                 


                                                     Attachment I


                      CONSENT AND AGREEMENT


          Each of Pride Refining, Inc., Pride SGP, Inc., Desulfur
Partnership, Pride Marketing of Texas (Cedar Wind), Inc. and Pride
Borger, Inc. hereby consents to the provisions of this Third
Amendment and the transactions contemplated herein, and hereby
ratifies and confirms the respective Third Restated Guaranty
Agreements, each dated as of December 30, 1997, made by it for the
benefit of Lender, and agrees that its obligations and covenants
thereunder are unimpaired hereby and shall remain in full force
and effect.   

Dated: December 1, 1998

                         PRIDE REFINING, INC.


                         By:______________________________
                         Name:
                         Title:


                         PRIDE SGP, INC.


                         By:______________________________
                         Name:
                         Title:


                         DESULFER PARTNERSHIP


                         By:______________________________
                         Name:
                         Title:


                         PRIDE MARKETING OF TEXAS (CEDAR 
                         WIND), INC.


                         By:______________________________
                         Name:
                         Title:


                         PRIDE BORGER, INC.


                         By:______________________________
                         Name:
                         Title:<PAGE>
   
                                                            
   
   
   
                  FOURTH AMENDMENT TO SIXTH
            RESTATED AND AMENDED CREDIT AGREEMENT
   
   
          THIS FOURTH AMENDMENT TO SIXTH RESTATED AND
   AMENDED CREDIT AGREEMENT, dated as of December 31, 1998 (this
   "Third Amendment"), amends the Sixth Restated and Amended
   Credit Agreement dated as of December 30, 1997 (as amended,
   supplemented or modified from time to time, the "Credit
   Agreement") by and among PRIDE COMPANIES, L.P. (the
   "Borrower"), PRIDE REFINING, INC., PRIDE SGP, INC., DESULFUR
   PARTNERSHIP, PRIDE MARKETING OF TEXAS (CEDAR WIND), INC. and
   PRIDE BORGER, INC. (collectively, the "Guarantors") and VARDE
   PARTNERS, INC., as Lender (the "Lender").  Capitalized terms
   used herein but not otherwise defined herein shall have the
   meanings assigned thereto in the Credit Agreement.
   
          WHEREAS, the Borrower, the Guarantors and the
   Lender have entered into the Credit Agreement; and
   
          WHEREAS, the parties desire to amend the Credit
   Agreement as hereinafter set forth;
   
          NOW, THEREFORE, the parties hereto agree as
   follows:
   
          SECTION 1 Amendments.  Effective on (and subject
   to the occurrence of) the Fourth Amendment Effective Date (as
   defined in Section 3 below), the Credit Agreement shall be
   amended as set forth below:
   
          1.1  Section 1.1 of the Credit Agreement is hereby
   amended by amending and restating the definitions of
   "Available Commitment" and "Revolving Credit Commitment
   Termination Date" in their entirety as follows:
   
          "Available Commitment" shall mean, at any time, an
        amount equal to the excess, if any, of (a) the amount
        of the Revolving Credit Commitment over (b) the
        aggregate principal amount of all Revolving Credit
        Loans then outstanding.
   
          "Revolving Credit Commitment Termination Date"
        shall mean "January 31, 1999," provided, however, that
        (i) upon at least five (5) Business Days written notice
        to the Lender the Borrower may request that such date
        be extended for an additional six month period
        commencing on February 1, 1999, and (ii) the "Revolving
        Credit Commitment Termination Date" shall be the date
        so requested if the Lender shall have agreed (in its
        sole and absolute discretion) in writing to such date
        on or prior to January 31, 1999.          
          
          SECTION 2 Representations and Warranties.  The
   Borrower and each of the Guarantors represents and warrants
   to the Lender that (a) each representation and warranty set
   forth in Article V of the Credit Agreement is true and
   correct in all material respects (except for any such
   representations and warranties which are qualified by their
   terms by a reference to materiality, which representations
   and warranties as so qualified shall be true and correct in
   all respects) as of the date of the execution and delivery of
   this Fourth Amendment by the Borrower and the Guarantors (and
   assuming the effectiveness hereof), with the same effect as
   if made on such date (except for any such representations and
   warranties which are made with respect to a specified date,
   which representations and warranties shall only be required
   to be true and correct as of such date); and (b) the
   execution and delivery by the Borrower and the Guarantors of
   this Fourth Amendment and the performance by the Borrower and
   the Guarantors of their respective obligations under the
   Credit Agreement, as amended hereby (as so amended, the
   "Amended Credit Agreement"), (i) are within the corporate
   powers of the Borrower and Guarantors, (ii) have been duly
   authorized by all necessary corporate action on the part of
   the Borrower and the Guarantors, (iii) have received all
   necessary approvals and consents from any governmental
   authority and (iv) do not and will not contravene or conflict
   with, or result in or require the creation or imposition of
   any Lien under, any provision or requirements of law or of
   the certificate of incorporation or by-laws (or equivalent
   organizational or governing document) of the Borrower or any
   Guarantor or of any agreement, instrument, order or decree
   which is binding upon the Borrower of any Guarantor.
     
          SECTION 3 Effectiveness.  The amendments set forth
   in Section 1 hereof shall become effective on such date (the
   "Fourth Amendment Effective Date") when the Lender shall have
   received all of the following:
   
                           (i)  Counterparts of this Fourth 
   Amendment executed by a duly authorized officer of the Borrower 
   and each of the Guarantors.
   
                          (ii)  All documents the Lender may
   reasonably request relating to the existence of the Borrower
   and the Guarantors, the corporate authority for and the
   validity of this Fourth Amendment, and any other matters
   relevant hereto, all in form and substance satisfactory to
   the Lender.
   
                         (iii)  Counterparts of the Consent and
   Agreement, substantially in the form of Attachment I hereto,
   executed by a duly authorized officer of each of the
   Guarantors.
   
          SECTION 4      Miscellaneous.
   
          4.1  Continuing Effectiveness, etc.  The Credit
   Agreement as hereby amended and all other Loan Documents are
   hereby ratified and confirmed in all respects.  After the
   Fourth Amendment Effective Date, all references in the Credit
   Agreement and the other Loan Documents to "Credit Agreement",
   "Agreement" or similar terms shall refer to the Amended
   Credit Agreement.  The execution, delivery and effectiveness
   of this Fourth Amendment shall not, except as expressly
   provided herein, operate as a waiver of any right, power or
   remedy of the Lender under the Credit Agreement or any other
   Loan Document nor constitute a waiver of any provision of the
   Credit Agreement, the Notes, or any other Loan Document nor
   constitute a waiver of any Default or Event of Default.
   
          4.2  Counterparts.  This Fourth Amendment may be
   executed in any number of counterparts and by the different
   parties on separate counterparts, and each such counterpart
   shall be deemed to be an original but all such counterparts
   shall together constitute one and the same Fourth Amendment.
   
          4.3  Governing Law.  This Fourth Amendment shall
   be governed by and construed in accordance with the internal
   laws of the State of New York (without reference to the
   conflicts of laws provisions thereof).
   
          4.4  Successors and Assigns.  This Fourth
   Amendment shall be binding upon the Borrower, the Guarantors,
   the Lender and their respective permitted successors and
   assigns, and shall inure to the benefit of the Borrower, the
   Guarantors, the Lender and their respective permitted
   successors and assigns.
   
          4.5  Further Assurances. Each of the Borrower and
   the Guarantors will, promptly upon the request of the Lender,
   from time to time execute, acknowledge and deliver, and file
   and record, all such agreements, documents, instruments and
   notices, and take all such action, as the Lender deems
   necessary or advisable to carry out the intent and purposes
   of this Fourth Amendment and the Credit Agreement.
   
          IN WITNESS WHEREOF, the parties hereto have caused
   this Fourth  Amendment to be duly executed by their
   respective authorized officers as of the day and year first
   above written.
   
                              PRIDE COMPANIES, L.P.
                                By Pride Refining, Inc., its
                                Managing General Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE REFINING, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE SGP, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE BORGER, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE MARKETING OF TEXAS             
                             (CEDAR WIND), INC.
   
   
                              By:___________________________
                              Name:                                
                              Title:
   
   
                              DESULFUR PARTNERSHIP
                                by Pride Companies, L.P.,
                                   its General Partner, by
                                   Pride Refining, Inc.,
                                   its Manager General
                                   Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              and by Pride Marketing of
                              Texas (Cedar Wind), Inc., its
                              General Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              VARDE PARTNERS, INC., as Lender


                              By:____________________________
                              Name:
                              Title:
<PAGE>

                                                                 


                                                     Attachment I



                      CONSENT AND AGREEMENT


          Each of Pride Refining, Inc., Pride SGP, Inc., Desulfur
Partnership, Pride Marketing of Texas (Cedar Wind), Inc. and Pride
Borger, Inc. hereby consents to the provisions of this Fourth
Amendment and the transactions contemplated herein, and hereby
ratifies and confirms the respective Third Restated Guaranty
Agreements, each dated as of December 30, 1997, made by it for the
benefit of Lender, and agrees that its obligations and covenants
thereunder are unimpaired hereby and shall remain in full force
and effect.   

Dated: December 31, 1998

                         PRIDE REFINING, INC.


                         By:______________________________
                         Name:
                         Title:


                         PRIDE SGP, INC.


                         By:______________________________
                         Name:
                         Title:


                         DESULFER PARTNERSHIP


                         By:______________________________
                         Name:
                         Title:



                         PRIDE MARKETING OF TEXAS (CEDAR 
                         WIND), INC.


                         By:______________________________
                         Name:
                         Title:


                         PRIDE BORGER, INC.


                         By:______________________________
                         Name:
                         Title:<PAGE>
                                               
                                                         
                                                       
                  FIFTH AMENDMENT TO SIXTH
            RESTATED AND AMENDED CREDIT AGREEMENT
   
   
          THIS FIFTH AMENDMENT TO SIXTH RESTATED AND AMENDED
   CREDIT AGREEMENT, dated as of March __, 1999 (this "Fifth
   Amendment"), amends the Sixth Restated and Amended Credit
   Agreement dated as of December 30, 1997 (as amended, modified
   or supplemented from time to time, the "Credit Agreement") by
   and among PRIDE COMPANIES, L.P. (the "Borrower"), PRIDE
   REFINING, INC., PRIDE SGP, INC., DESULFUR PARTNERSHIP, PRIDE
   MARKETING OF TEXAS (CEDAR WIND), INC. and PRIDE BORGER, INC.
   (collectively, the "Guarantors") and VARDE PARTNERS, INC., as
   Lender (the "Lender").  Capitalized terms used herein but not
   otherwise defined herein shall have the meanings assigned
   thereto in the Credit Agreement.
   
          WHEREAS, the Borrower, the Guarantors and the
   Lender have entered into the Credit Agreement; and
   
          WHEREAS, the parties desire to amend the Credit
   Agreement as hereinafter set forth;
   
          NOW, THEREFORE, the parties hereto agree as
   follows:
   
          SECTION 1 Amendments.  Effective on (and subject
   to the occurrence of) the Fifth Amendment Effective Date (as
   defined in Section 3 below), the Credit Agreement shall be
   amended as set forth below:
   
          1.1  Section 1.1 of the Credit Agreement is hereby
   amended by amending and restating the definition of
   "Revolving Credit Commitment" in its entirety as follows:
   
          "Revolving Credit Commitment" shall mean the
        obligation of the Lender to make Revolving Credit Loans
        to the Borrower hereunder in an aggregate principal
        amount at any one time outstanding not to exceed Two
        Million Dollars ($2,000,000) as such amount may be
        reduced from time to time in accordance with the terms
        of this Agreement; provided, however, that with respect
        to the period from the Fifth Amendment Effective Date
        through and including March 31, 1999, the Revolving
        Credit Commitment shall mean the obligation of the
        Lender to make Revolving Credit Loans to the Borrower
        hereunder in an aggregate principal amount at any one
        time outstanding not to exceed Two Million Five Hundred
        Thousand Dollars ($2,500,000) as such amount may be
        reduced from time to time in accordance with the terms
        of this Agreement.
   
          
          1.2  Section 1.1 of the Credit Agreement is hereby
   further amended by adding the following new definition in the
   appropriate alphabetical position:
   
          "Fifth Amendment Effective Date" shall mean
        March __, 1999.
   
          1.3  Section 2.3 of the Credit Agreement is hereby
   amended and restated in its entirety to read as follows:
   
          2.3  Revolving Credit Notes.  The Revolving Credit
        Loans made by the Lender shall be evidenced by a
        promissory note of the Borrower, substantially in the
        form of Exhibit A-6, with appropriate insertions as to
        payee, date and principal amount (a "Revolving Credit
        Note"), payable to the order of the Lender and in a
        principal amount equal to the lesser of (a) the amount
        of the Revolving Credit Commitment and (b) the
        aggregate unpaid principal amount of all Revolving
        Credit Loans made by the Lender.  The Revolving Credit
        Note shall (x) be dated the Fifth Amendment Effective
        Date, (y) be stated to mature on the Revolving Credit
        Termination Date and (z) provide for the payment of
        interest in accordance with Section 2.6.
   
          1.4  Exhibit A to the Credit Agreement is hereby
   amended by deleting Exhibit A-6 thereto and inserting a new
   Exhibit A-6 in the form of Exhibit A hereto.
   
          SECTION 2 Representations and Warranties.  The
   Borrower and each of the Guarantors represents and warrants
   to the Lender that (a) each representation and warranty set
   forth in Article V of the Credit Agreement is true and
   correct in all material respects (except for any such
   representations and warranties which are qualified by their
   terms by a reference to materiality, which representations
   and warranties as so qualified shall be true and correct in
   all respects) as of the date of the execution and delivery of
   this Fifth Amendment by the Borrower and the Guarantors (and
   assuming the effectiveness hereof), with the same effect as
   if made on such date (except for any such representations and
   warranties which are made with respect to a specified date,
   which representations and warranties shall only be required
   to be true and correct as of such date); and (b) the
   execution and delivery by the Borrower and the Guarantors of
   this Fifth Amendment and the performance by the Borrower and
   the Guarantors of their respective obligations under the
   Credit Agreement, as amended hereby (as so amended, the
   "Amended Credit Agreement"), (i) are within the corporate
   powers of the Borrower and Guarantors, (ii) have been duly
   authorized by all necessary corporate action on the part of
   the Borrower and the Guarantors, (iii) have received all
   necessary approvals and consents from any governmental
   authority and (iv) do not and will not contravene or conflict
   with, or result in or require the creation or imposition of
   any Lien under, any provision or requirements of law or of
   the certificate of incorporation or by-laws (or equivalent
   organizational or governing document) of the Borrower or any
   Guarantor or of any agreement, instrument, order or decree
   which is binding upon the Borrower of any Guarantor.
     
          SECTION 3 Effectiveness.  The amendments set forth
   in Section 1 hereof shall become effective on such date (the
   "Fifth Amendment Effective Date") when the Lender shall have
   received all of the following:
   
                           (i)  Counterparts of this Fifth    
Amendment executed by a duly authorized officer of the Borrower    
and each of the Guarantors.
   
                          (ii)  An executed Revolving Credit Note  
  in the form of Exhibit A hereto.
   
                         (iii)  An opinion of Andrews & Kurth,    
LLP, counsel to the Borrower and the Guarantors, substantially    
in the form of Attachment I hereto.
   
                          (iv)  Confirmation that the Borrower has
   paid to the Lender all reasonable expenses, fees and charges
   payable to the Lender's counsel, Paul, Weiss, Rifkind,
   Wharton & Garrison.
   
                           (v)  All documents the Lender may
   reasonably request relating to the existence of the Borrower
   and the Guarantors, the corporate authority for and the
   validity of this Fifth Amendment, and any other matters
   relevant hereto, all in form and substance satisfactory to
   the Lender.
   
                          (vi)  Counterparts of the Consent and
   Agreement, substantially in the form of Attachment II hereto,
   executed by a duly authorized officer of each of the
   Guarantors.
   
                         (vii)  A duly executed copy of Amendment
   No. 5 to the BankBoston Credit Agreement in form and
   substance satisfactory to the Lender.
   
          SECTION 4      Miscellaneous.
   
          4.1  Continuing Effectiveness, etc.  The Credit
   Agreement as hereby amended and all other Loan Documents are
   hereby ratified and confirmed in all respects.  After the
   Fifth Amendment Effective Date, all references in the Credit
   Agreement and the other Loan Documents to "Credit Agreement",
   "Agreement" or similar terms shall refer to the Amended
   Credit Agreement.  The execution, delivery and effectiveness
   of this Fifth Amendment shall not, except as expressly
   provided herein, operate as a waiver of any right, power or
   remedy of the Lender under the Credit Agreement or any other
   Loan Document nor constitute a waiver of any provision of the
   Credit Agreement, the Notes, or any other Loan Document nor
   constitute a waiver of any Default or Event of Default.
   
          4.2  Counterparts.  This Fifth Amendment may be
   executed in any number of counterparts and by the different
   parties on separate counterparts, and each such counterpart
   shall be deemed to be an original but all such counterparts
   shall together constitute one and the same Fifth Amendment.
   
          4.3  Governing Law.  This Fifth Amendment shall be
   governed by and construed in accordance with the internal
   laws of the State of New York (without reference to the
   conflicts of laws provisions thereof).
   
          4.4  Successors and Assigns.  This Fifth Amendment
   shall be binding upon the Borrower, the Guarantors, the
   Lender and their respective permitted successors and assigns,
   and shall inure to the benefit of the Borrower, the
   Guarantors, the Lender and their respective permitted
   successors and assigns.
   
          4.5  Further Assurances. Each of the Borrower and
   the Guarantors will, promptly upon the request of the Lender,
   from time to time execute, acknowledge and deliver, and file
   and record, all such agreements, documents, instruments and
   notices, and take all such action, as the Lender deems
   necessary or advisable to carry out the intent and purposes
   of this Fifth Amendment and the Credit Agreement.
   
          IN WITNESS WHEREOF, the parties hereto have caused
   this Fifth Amendment to be duly executed by their respective
   authorized officers as of the day and year first above
   written.
   
                              PRIDE COMPANIES, L.P.
                                By Pride Refining, Inc., its
                                Managing General Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE REFINING, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE SGP, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE BORGER, INC.
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              PRIDE MARKETING OF TEXAS             
                              (CEDAR WIND), INC.
   
   
                              By:___________________________
                               Name:                               
                              Title:
   
   
                              DESULFUR PARTNERSHIP
                                by Pride Companies, L.P.,
                                its General Partner, by
                                Pride Refining, Inc.,
                                its Manager General
                                Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              and by Pride Marketing of            
                             Texas (Cedar Wind), Inc., its        
                              General Partner
   
   
                              By:___________________________
                              Name:
                              Title:
   
   
                              VARDE PARTNERS, INC., as             
                              Lender
   
   
                              By:___________________________
                              Name:
                              Title:
   
     <PAGE>
   
   
                                              Attachment I  
   
   
   
   
   
   
                          Form of Opinion<PAGE>
   
                                                            
   
   
                                               Attachment II
   
   
                    CONSENT AND AGREEMENT
   
   
          Each of Pride Refining, Inc., Pride SGP, Inc.,
   Desulfur Partnership, Pride Marketing of Texas (Cedar Wind),
   Inc. and Pride Borger, Inc. hereby consents to the provisions
   of this Fifth Amendment and the transactions contemplated
   herein, and hereby ratifies and confirms the respective Third
   Restated Guaranty Agreements, each dated as of December 30,
   1997, made by it for the benefit of Lender, and agrees that
   its obligations and covenants thereunder are unimpaired
   hereby and shall remain in full force and effect.   
   
   Dated: March __, 1999
   
                         PRIDE REFINING, INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE SGP, INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         DESULFER PARTNERSHIP
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE MARKETING OF TEXAS (CEDAR 
                         WIND), INC.
   
   
                         By:______________________________
                         Name:
                         Title:
   
   
                         PRIDE BORGER, INC.
   
   
                         By:______________________________
                         Name:
                         Title:<PAGE>
   
                                                   EXHIBIT A
   
                                                            
   
                    REVOLVING CREDIT NOTE         
                                
   
   $2,500,000                             New York, New York
                                              March __, 1999
   
          FOR VALUE RECEIVED, the undersigned, PRIDE
   COMPANIES, L.P., a Delaware limited partnership (the
   "Borrower"), unconditionally promises to pay on the Revolving
   Credit Termination Date (as defined in the Credit Agreement
   defined below) to the order of VARDE PARTNERS, INC. (the
   "Lender"), on the dates and in the manner set forth in
   sections 2.6 and 2.8 of the Credit Agreement, the lesser of
   (a) the principal amount of TWO MILLION FIVE HUNDRED THOUSAND
   DOLLARS ($2,500,000) and (b) the aggregate unpaid principal
   amount of all Revolving Credit Loans made by the Lender to
   the Borrower pursuant to section 2.2 of the Credit Agreement. 
   The Borrower further agrees to pay interest on the unpaid
   principal amount hereof on the dates and at the applicable
   rates per annum as provided in section 2.6(b) of the Credit
   Agreement until any such amount shall be due and payable
   (whether at the stated maturity, by acceleration or
   otherwise).
   
          The holder of this Note is authorized to endorse
   on the schedule annexed hereto and made a part hereof or on a
   continuation thereof which shall be attached hereto and made
   a part hereof the date and amount of each Revolving Credit
   Loan made pursuant to the Credit Agreement and the date and
   amount of each payment or prepayment of principal thereof. 
   Each such endorsement shall constitute prima facie evidence
   of the accuracy of the information endorsed; provided,
   however, that the failure of the Lender to make any such
   endorsement shall not affect the obligations of the Borrower
   in respect of such Revolving Credit Loans.
   
          This Note (a) is the Revolving Credit Note
   referred to in the Sixth Restated and Amended Credit
   Agreement, dated as of December 30, 1997 (as the same may
   from time to time be amended, modified or supplemented, the
   "Credit Agreement"), among the Borrower, Pride Refining,
   Inc., Pride SGP, Inc., Desulfur Partnership, Pride Marketing
   of Texas (Cedar Wind), Inc., Pride Borger, Inc. and the
   Lender, (b) is subject to the provisions of the Credit
   Agreement and (c) is subject to optional and mandatory
   prepayment in whole or in part as provided in the Credit
   Agreement.  This Note is secured and guaranteed as provided
   in the Collateral Documents.  Reference is hereby made to the
   Collateral Documents for a description of the properties and
   assets in which a security interest has been granted, the
   nature and extent of the security and the guarantees, the
   terms and conditions upon which the security interests and
   each guarantee were granted and the rights of the holder of
   this Note in respect thereof.
   
          Upon the occurrence of any one or more of the
   Events of Default specified in the Credit Agreement, all
   amounts then remaining unpaid on this Note may become, or be
   declared to be, immediately due and payable as provided in
   the Credit Agreement.
   
          Unless otherwise defined herein, terms defined in
   the Credit Agreement and used herein shall have the meanings
   given to them in the Credit Agreement.
   
          The Borrower hereby waives presentment, demand,
   protest and all other notices of any kind.
   
          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND 
   INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
   YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PROVISIONS
   THEREOF).
   
   
                         PRIDE COMPANIES, L.P., a Delaware
                            limited partnership
   
                         By:  PRIDE REFINING, INC., a Texas
                                 corporation, Managing General
                                 Partner
   
   
                         By:____________________________________
                                        Dave Caddell
                                        Vice President