EXHIBIT 10.9.3


                               EXCHANGE AGREEMENT


       THIS AGREEMENT, dated as of July 10, 1997, is made by SOCO INTERNATIONAL,
INC., a Delaware corporation ("Purchaser"), and EDWARD T. STORY, JR. ("Seller").


         Purchaser  and Seller own 900 shares and 100 shares,  respectively,  or
the common stock of SOCO International  Holdings,  Inc., a Delaware  corporation
("Holdings"),  such shares  constituting  all the outstanding  shares of capital
stock of Holdings. Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller,  the 100 shares of common stock owned by Seller ("Seller's
Shares") on the terms and conditions set forth in this Agreement. This Agreement
contemplates a nontaxable  exchange of Seller's  Shares by the Seller for shares
of common stock, par value $.01 per share, of Snyder Oil Corporation, a Delaware
corporation,  ("SOCO Stock"),  the sole stockholder of the Purchaser,  currently
owned by Purchaser.  Therefore,  for and in  consideration of the agreements set
forth herein, Purchaser and Seller agree to the provisions hereof.


                                    ARTICLE I
                                PURCHASE AND SALE

         1.01 Purchase and Sale.  Seller agrees to sell and and Purchaser agrees
to purchase,  for the  consideration  hereinafter set forth,  and subject to the
terms and provisions herein contained, the Seller's Shares.

         1.02 Purchase  Price.  The Purchase Price for the Seller's Shares shall
be 530,000  shares of SOCO Stock,  which shares are currrently  outstanding  and
owned by Purchaser.

         1.03  Closing.  The closing of the  transactions  contemplated  in this
Agreement  (the  "Closing")  shall be held on a date  agreed upon by the parties
that shall be as soon as the appropriate  documentation can be prepared,  agreed
to by the parties,  and  finalized,  and all  appropriate  consents are obtained
(such date  referred to herein as the  "Closing  Date") and shall be held at the
offices of Purchaser, 777 Main Street, Fort Worth, Texas.

         1.04 Delivery of the Purchase Price.  Purchaser shall deliver to Seller
two certificates, registered in the name of Seller, representing the SOCO Stock.
One certificate  shall be in the amount of 480,000 shares and shall be delivered
to Purchaser.  The second certificate will be in the amount of 50,000 shares and
will be  delivered  directly to Holdings as provided in Section  1.08.  All SOCO
Stock so delivered shall bear the legend specified in Section 1.06.

         1.05  Delivery of the  Seller's  Shares.  At the Closing  Seller  shall
deliver to the Purchaser  certificates  representing the Seller's  Shares,  duly
endorsed in blank for transfer or  accompanied  by  appropriate  stock powers in
blank.

         1.06.  Transfer  of SOCO  Stock.  Unless a  registration  statement  is
effective  with respect  thereto,  the shares of SOCO Stock  delivered to Seller
pursuant to Article I will not have been registered  under the Securities Act of
1933, as amended (the  "Securities  Act").  The  certificates for shares of SOCO
Stock issued pursuant to this Agreement (other than shares which are at the time
the subject of an effective  registration  statement  under the Securities  Act)
shall bear a legend applicable to the

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disposition  of those  shares,  provided  that  forthwith  upon any  disposition
pursuant to the  registration  statement filed under the Securities Act of 1933,
Purchaser  and/or  SOCO  shall  substitute   therefor,   at  its  expense,   new
certificates  not bearing that legend.  The legend shall read  substantially  as
follows:

                  "The  shares  represented  by this  certificate  have not been
                  registered  under the  Securities  Act of 1933 and such shares
                  cannot be sold or transferred unless they are so registered or
                  an exemption from registration is then available."

         1.07.  Registration  Rights  Agreement.  At the Closing SOCO and Seller
shall enter into the  Registration  Rights Agreement (the  "Registration  Rights
Agreement") in the form of Exhibit A hereto.

         1.08 Pledge Agreement At the Closing Seller shall enter into the Pledge
Agreement with Holdings (the "Pledge  Agrement") in the form of Exhibit B hereto
and shall have delivered to Holdings 50,000 shares of SOCO Stock,  together with
duly executed stock powers in blank, to hold as security  thereunder as provided
in the Pledge Agreement.

         1.09.  Resignation.  At the Closing,  and without any further action on
the part of Seller,  Seller  shall  resign as an officer  and  director  of SOCO
International Holdings, Inc.

                                   ARTICLE II
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represent and warrants to Seller that:

         2.01  Organization,   Existence  and  Qualification.   Purchaser  is  a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has all requisite corporate power and authority to own and lease
the assets it  currently  owns and leases and to carry on its  business  as such
business is currently conducted.

         2.02  Authority.  Purchaser  has  all  requisite  corporate  power  and
authority to execute and deliver this Agreement,  to consummate the transactions
contemplated  hereby and to perform  all the terms and  conditions  hereof to be
performed by it. The execution and delivery of this Agreement by Purchaser,  the
performance  by it of its  obligations  hereunder  and the  consummation  of the
transactions  contemplated hereby (a) have been duly authorized by all necessary
corporate  action on the part of  Purchaser  and do not  require  the consent or
approval of any governmental or other regulatory body and (b) do not violate any
provision of any federal or state law or regulation  or any  judgment,  order or
decree of any federal or state court or  governmental  agency  applicable  to or
binding  on  Purchaser.   This  Agreement  constitutes  the  valid  and  binding
obligation of Purchaser  enforceable in accordance with its terms, except as the
enforceability  thereof may be limited by (i)  bankruptcy,  insolvency  or other
laws  relating to or  affecting  generally  creditors'  rights,  (ii) by general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in equity  or at law),  and (iii) by the power of a court to deny
enforcement of remedies generally based upon public policy.

         2.03 SOCO  Stock.  The SOCO Stock to be  delivered  to Seller  pursuant
hereto is in due and proper form, is duly authorized and outstanding, fully paid
and non-assessable and listed on the New York Stock Exchange.  When delivered by
Purchaser pursuant to this Agreement against payment of

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the  consideration  therefor  set forth  herein,  Seller will  receive  good and
marketable  title to such SOCO Stock free and clear of all  liabilities,  liens,
charges, security interests or encumbrances of any nature whatsoever.

         2.04  No  Representation  as  to  Tax  Treatment.  Purchaser  makes  no
representation  or  warranty  to  Seller as to the  federal  income or other tax
treatment of the transaction contemplated hereby.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby represents and warrants to Purchaser that:

         3.01  Authority.  Seller has the requisite power to execute and deliver
this  Agreement,  to  consummate  the  transactions  contemplated  hereby and to
perform all the terms and conditions hereof to be performed by it. The execution
and delivery of this Agreement by Seller, the performance by it of all the terms
and  conditions  hereof  to be  performed  by it  and  the  consummation  of the
transactions  contemplated hereby do not violate any provision of any federal or
state law or regulation or any judgment, order or decree of any federal or state
court or governmental  agency applicable to or binding on Seller. This Agreement
and the  instruments  to be  delivered at the Closing  constitute  the valid and
binding obligation of Seller, enforceable in accordance with their terms, except
as the  enforceability  thereof may be limited by (i) bankruptcy,  insolvency or
other laws relating to or affecting  generally  creditors' rights,  (ii) general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or at law),  and  (iii)  the power of a court to deny
enforcement of remedies generally based upon public policy.

         3.02 Title. Upon delivery to Purchaser of the certificates representing
the  shares  of  Seller's  Stock to  Purchaser  hereunder  and  delivery  of the
consideration  therefore  set forth  herein,  Purchaser  will  receive  good and
marketable  title to such  Seller's  Stock  free and  clear of all  liabilities,
liens, charges, security interests or encumbrances of any nature whatsoever.

                                   ARTICLE IV
                              CONDITIONS TO CLOSING

         4.01  Conditions to the  Obligations of Each Party.  The obligations of
Purchaser and Seller to consummate  the Closing are subject to the  satisfaction
of the  condition  that no judgment,  injunction,  order or decree of any court,
arbitrator or governmental entity shall restrain or prohibit the consummation of
the Closing.

         4.02 Conditions to Obligation of Purchaser. The obligation of Purchaser
to  consummate  the  Closing  is  subject,  at the option of  Purchaser,  to the
satisfaction of the following further conditions:

         (a)  Each of the  representations  and  warranties  of  Seller  in this
Agreement shall be true and correct in all respects material to the transactions
contemplated  by this Agreement as of the date hereof and as of the Closing Date
with the same effect as though such representations and warranties had been made
on the Closing Date.


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         (b)  Seller  shall  have   performed  in  all  material   respects  all
obligations and complied in all material respects with all covenants required to
be  performed  or  complied  with by it  under  this  Agreement  and the  Pledge
Agreement at or prior to the Closing.

         4.03  Conditions to Obligation of Seller.  The  obligation of Seller to
consummate the Closing is subject,  at the option of Seller, to the satisfaction
of the following further conditions:

         (a) The  representations  and warranties of Purchaser in this Agreement
shall be true and correct as of the date hereof and as of the Closing  Date with
the same effect as though such  representations  and warranties had been made on
the Closing Date.

         (b)  Purchaser  shall  have  performed  in all  material  respects  all
obligations and complied in all material respects with all covenants required to
be  performed  or complied  with by it under this  Agreement  at or prior to the
Closing.

         (c) SOCO shall have  executed and  delivered  the  Registration  Rights
Agreement to Seller.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.01 Notices. All notices and other  communications  hereunder shall be
in writing and shall be deemed given when received by a party at the address set
forth  below  the name of that  party on the  signature  page  hereof or at such
subsequent address as is provided by one party to the other in writing.

         5.02  Exclusive   Agreement.   This  Agreement   supersedes  all  prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive  statement of the terms of the
agreement between the parties.

         5.03  Choice of Law;  Amendments;  Headings.  This  agreement  shall be
governed by and construed and enforced in accordance  with the laws of the state
of Texas.  This  agreement  may not be changed or amended  orally.  The headings
contained in this agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this agreement.

         5.04  Assignments and Third Parties.  No party hereto shall assign this
Agreement  or any part  hereof  without the prior  written  consent of the other
party,  except that (a) Purchaser may assign any or all its rights  hereunder to
SOCO or to any  subsidiary of Purchaser or SOCO,  provided that no assignment by
Purchaser  (whether  before  or after  the  Closing  in whole or in part)  shall
release  Purchaser from any obligation under this Agreement,  and (b) Seller and
its  successors  and  assigns  may  assign  any or all  rights  and  obligations
hereunder to any  Affiliate of Seller (as defined  below) to which Seller or any
such  successor  or  assignee  of Seller also  transfers,  assigns,  or sells by
liquidation  or otherwise some or all of the SOCO Stock acquired by Seller under
this  Agreement.  For these  purposes,  the term "Affiliate of Seller" means any
member of the  immediate  family of Seller,  and trust solely for the benefit of
one or more  members  of  Seller's  immediate  family  or any  entity  currently
existing  or to be formed  that is  Controlled  by,  Seller  and/or  one or more
members of Seller's  immediate  family.  The term  "Control"  means the power to
determine, direct, or decide matters relating to an entity, whether by direct or
indirect ownership of voting securities,  contractual arrangement, or otherwise.
Except as otherwise  provided  herein,  this Agreement shall be binding upon and
inure to the

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benefit of the parties hereto and their successors and assigns.  Nothing in this
Agreement  shall  entitle  any person  other than the parties  hereto,  or their
successors and assigns permitted hereby to any claim, cause of action, remedy or
right of any kind.

         5.05 Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed to be an  original,  but both of which  together  shall
constitute but one and the same agreement.

         5.06 Good  Faith.  The  obligation  to act in good faith is an integral
term of this Agreement and each party hereto covenants to the other that it will
in good faith carry out each and all terms,  provisions  and  conditions of this
Agreement  applicable to or binding on such party. The parties hereto agree that
the exercise of any option, right or privilege as provided for in this Agreement
or as  permitted by  applicable  regulations  or statutes or other  agreement(s)
between the parties  regardless  of the effect,  economic or  otherwise,  on the
other party or parties is deemed, for purposes of this Agreement,  as "acting in
good faith".

         5.07  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  all costs and expenses  incurred by each party hereto in  connection
with all things required to be done by it hereunder,  including  attorney's fees
and accountant fees, shall be borne by the party incurring same.

         5.08  Attorneys'  Fees.  The prevailing  party in any legal  proceeding
brought under or to enforce this  Agreement  shall be  additionally  entitled to
recover court costs and reasonable attorneys' fees from the nonprevailing party.

         5.09 Severability.  If any term or other provision of this Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any adverse manner to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  agreement so as to effect the original  intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

         5.10  Survival.  The  representations,   warranties,   covenants,   and
agreements  set forth in this  Agreement  and in any  certificate  or instrument
delivered in connection herewith shall survive Closing.

         5.11  Public  Announcements.  Each party  agrees not to issue any press
release or make any other public announcement  relating to this Agreement or the
transactions described in this Agreement, or to permit any agent or affiliate of
it to issue any such press  release or make any such  announcement,  without the
prior written consent of the other party, except where such release or statement
is deemed in good  faith by the  releasing  party to be  required  by law or any
national securities  exchange,  in which case the releasing party will provide a
copy to the other party at least three full  business  days prior to any release
or statement.

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         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first written above.

SOCO INTERNATIONAL, INC.                                EDWARD T.  STORY, JR.

    /s/ John C. Snyder                                 /s/ Edward T. Story, JR.
By __________________________                         _________________________
     John C.  Snyder,
     Chairman

Address:                                               Address:

777 Main Street                                        P.O. Box 1523
Fort Worth, Texas 76102                                Centerpoint, Texas  78010
Attn:      General Counsel


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                                    EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT


         THIS AGREEMENT, dated as of July 10, 1997, is made by SNYDER OIL
CORPORATION, a Delaware corporation ("SOCO") and EDWARD T.STORY, JR. ("Holder").


         Pursuant to that certain  Exchange  Agreement dated as of July 10, 1997
(the "Exchange  Agreement") between SOCO  International,  Inc. ("SOCO Inc.") and
Holder,  Holder has  transferred  to SOCO Inc. 100 shares of common  stock,  par
value $.01 per share, in exchange for 530,000 shares of common stock,  par value
$.01 per share, of SOCO (the "Registrable Stock").

Pursuant  to the  Exchange  Agreement,  SOCO is  entering  into  this  Agreement
providing for the registration of the Registrable Stock with such stockholder.

Therefore, for and in consideration of the agreements set forth herein, SOCO and
Holder agree to the provisions hereof.

         1. Transfer of SOCO Stock. Unless a registration statement is effective
with  respect  thereto,  the shares of  Registrable  Stock  delivered  to Holder
pursuant  to the  Exchange  Agreement  will not have been  registered  under the
Securities Act of 1933, as amended (the "Securities  Act").  SOCO shall cause to
be placed upon  certificates for shares of Registrable  Stock issued pursuant to
the Exchange  Agreement  (other than shares which are at the time the subject of
an  effective   registration  statement  under  the  Securities  Act)  a  legend
applicable to the disposition of those shares,  provided that forthwith upon any
disposition pursuant to the registration statement filed under this Agreement or
otherwise,  SOCO shall substitute therefor, at its expense, new certificates not
bearing that legend. The legend shall read substantially as follows:

                  The securities  represented by this  certificate have not been
                  registered  under  the  securities  act of 1933 and may not be
                  sold  or  transferred  unless  they  are so  registered  or an
                  exemption from registration is then available.

         2.  Registration on Request.  Upon written notice of Holder  requesting
that SOCO effect the  registration  under the Securities Act of 1933, as amended
(the "Securities Act"), of all or part of the shares of Registrable Stock, which
notice  shall  specify the  intended  method or methods of  disposition  of such
Registrable  Stock, SOCO will file a registration  statement with the Securities
and Exchange  Commission  ("SEC") (at the earliest  possible date and, except as
provided herein, no later than 30 days following receipt of such notice) and use
its  reasonable  best efforts to effect the  registration,  under the Securities
Act, of such  Registrable  Stock for disposition in accordance with the intended
method or methods of disposition stated in such request, provided that:

                  (1) if, upon  receipt of a  registration  request  pursuant to
         this Section  2.01,  SOCO is advised in writing (with a copy to Holder)
         by a recognized  independent  investment  banking firm  selected by the
         Board of Directors of SOCO that, in such firm's opinion, a registration
         at the time and on the  terms  requested  would  adversely  affect  any
         public  offering of securities  by SOCO (other than in connection  with
         employee  benefit and similar plans) (a "Public  Offering") for which a
         registration  statement had been filed by SOCO prior to receiving  such
         registration request,

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         SOCO shall not be  required to effect a  registration  pursuant to this
         Section 2 until the earlier of (i) three months after the completion of
         such Public  Offering,  (ii) the  termination of any "black out" period
         required by the  underwriters,  if any, to be applicable to such Holder
         in  connection  with  such  Public   Offering,   (iii)  promptly  after
         abandonment of such Public  Offering or (iv) 135 days after the date of
         written notice of Holder requesting registration; and

                  (2)  if  a  registration  request  is  made  while  a  merger,
         consolidation,  acquisition,  disposition or other material development
         involving SOCO is pending,  and the general  counsel of SOCO determines
         in writing that the filing of a  registration  statement  would require
         the disclosure of information  that is material to such  transaction or
         material  development  which SOCO has a bona fide business  purpose for
         preserving as confidential, and SOCO promptly provides Holder a copy of
         such determination, SOCO shall not be required to effect a registration
         pursuant  to this  Section  2.02 until the earlier of (i) the date upon
         which such material information is disclosed to the public or ceases to
         be material or (ii) 135 days after the date of written notice by Holder
         requesting registration.

         3. Registration Expenses.  SOCO shall be responsible for the payment of
all Registration Expenses (as defined below) in connection with the registration
pursuant to this Agreement.  With respect to such registration Holder shall bear
its own legal costs and any underwriting commissions or discounts charged to the
Holder.

         "Registration   Expenses,"  means  all  expenses   incident  to  SOCO's
performance of or compliance  with the  registration  requirements  set forth in
this Section 2  including,  without  limitation,  the  following:  (i) the fees,
disbursements and expenses of SOCO's counsel(s)  (United States and foreign) and
accountants  in  connection  with any such  registration;  (ii)  all  costs  and
expenses  in  connection  with  the  preparation,  printing  and  filing  of the
registration  statement,  each  prospectus,  and all amendments and  supplements
thereto;  (iii) the costs incurred in connection with the  qualification  of the
securities  under  the  laws  of  various  jurisdictions   (including  fees  and
disbursements  of counsel);  (iv) the cost of furnishing to the Holder copies of
any  such  registration  statement,  each  preliminary  prospectus,   the  final
prospectus  and each  amendment  and  supplement  thereof;  and (v) all fees and
expenses incurred in listing the Registrable Stock on any stock exchange and any
transfer agent or registrar fees.

         4. Registration Procedures. If and whenever SOCO is required to use its
reasonable  best efforts to effect the  registration  of any  Registrable  Stock
under the  Securities  Act as provided in Section 2, SOCO will as promptly as is
practicable:

                  (a) prepare, file and use its reasonable best efforts to cause
to become  effective a registration  statement on Form S-3 or such other form as
SOCO  reasonably  selects  under the  Securities  Act or update by  amendment or
supplement a previously filed registration  statement  regarding the Registrable
Stock to be offered;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to the registration  statement and the prospectus used in connection
therewith as may be necessary to keep the registration  statement  effective and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition  of all  Registrable  Stock  until the  earlier  of such time as all
Registrable  Stock has been disposed of in accordance with the intended  methods
of  disposition by Holder set forth in the  registration  statement or until the
earlier of three years after the registration statement becomes

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effective  or such  earlier  date upon which the  Registrable  Stock may be sold
under Rule 144(k) under the Securities Act;

                  (c)  furnish to Holder the number of  conformed  copies of the
registration  statement and of each  amendment and  supplement  thereto (in each
case including all exhibits), the number of copies of the prospectus included in
such  registration  statement  (including  each  preliminary  prospectus and any
summary  prospectus),  in each  case the  number  to be in  conformity  with the
requirements of the Securities Act, those documents incorporated by reference in
the registration statement or prospectus, and such other documents as Holder may
reasonably request;

                  (d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or blue
sky laws of other jurisdictions as Holder shall reasonably  request,  and do any
and all other acts and things  which may be  necessary  or  advisable  to enable
Holder to consummate the disposition in those  jurisdictions  of its Registrable
Stock covered by the registration statement,  except that SOCO shall not for any
such  purpose be  required  to qualify  generally  to do  business  as a foreign
corporation in any  jurisdiction  wherein it is not so qualified,  or to subject
itself to taxation in any such jurisdiction, or to consent to general service of
process in any such jurisdiction; and

                  (e)  immediately  notify  Holder at any time when a prospectus
relating  to a  registration  pursuant  to  this  Agreement  is  required  to be
delivered  under the Securities Act of the happening of any event as a result of
which the prospectus included in the registration  statement, as then in effect,
includes an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the  circumstances  under which they were made, not  misleading,
and at the request of Holder  prepare and furnish to Holder and any  underwriter
of the Registrable  Stock a reasonable number of copies of a supplement to or an
amendment of the prospectus as may be necessary so that, as thereafter delivered
to the purchasers of the Registrable  Stock, the prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading.

         SOCO may require that Holder furnish such information  regarding Holder
and the distribution of such securities as SOCO may from time to time reasonably
request in writing and as shall be  required by law or by the SEC in  connection
with any registration.

         5.  Blackout  Periods.  Upon  written  notice  from SOCO to Holder that
either:

                  (a) SOCO has  determined to engage in a financing and has been
advised  in  writing  (with  a  copy  to  Holder)  by a  recognized  independent
investment banking firm selected by the Board of Directors of SOCO that, in that
firm's opinion,  SOCO's sale of Registrable  Stock pursuant to the  registration
statement would adversely  affect SOCO's own  immediately  planned  financing (a
"Transaction Blackout"); or

                  (b) the general  counsel of SOCO  determines  in good faith in
writing (with a copy to Holder) that Seller's sale of Registrable Stock pursuant
to the registration  statement would require disclosure of material  information
which SOCO has a bona fide business purpose for preserving as

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confidential  as a  result  of a  pending  merger,  consolidation,  acquisition,
disposition  or other  material  development  involving  SOCO  (an  "Information
Blackout");

Holder shall suspend sales of Registrable  Stock  pursuant to such  registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout, the
earliest of (A) three  months after the  completion  of the  financing,  (B) the
termination  of  any  "blackout"  period  required  by  the  underwriters  to be
applicable to SOCO, if any, in connection with the financing, (C) abandonment of
such  financing  and (D) 135 days after the date of SOCO's  written  notice of a
Transaction  Blackout,  or (ii)  in the  case of an  Information  Blackout,  the
earlier of (A) the date upon which the material  information is disclosed to the
public or ceases to be material or (B) 135 days after SOCO's  written  notice of
an Information  Blackout,  and (Y) such time as SOCO notifies  Holder that sales
pursuant to such registration statement may be resumed.

         6.  Preparation;  Reasonable  Investigation.  In  connection  with  the
preparation and filing of the  registration  statement  registering  Registrable
Stock  under  the  Securities  Act,  SOCO  shall  give  Holder  and its  counsel
reasonable and customary  access to its books and records and  opportunities  to
discuss  the  business  of SOCO with its  officers  and the  independent  public
accountants who have audited its financial statements.

         7.       Indemnification and Contribution.

                  (a)  SOCO  hereby  indemnifies  and  agrees  to hold  harmless
Holder, its directors and officers, and each person, if any, who controls Holder
within the meaning of the  Securities Act against any losses,  claims,  damages,
liabilities and expenses,  joint or several, to which that person may be subject
under the Securities Act or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of any
material  fact  contained  in  the   registration   statement  under  which  the
Registrable  Stock is  registered  under the  Securities  Act,  any  preliminary
prospectus or final prospectus  included therein, or any amendment or supplement
thereto, or any document incorporated by reference therein, or (ii) any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the  statements  therein not  misleading,  and SOCO
shall reimburse each such person for any legal or any other expenses  reasonably
incurred by that person in connection with  investigating  or defending any such
loss, claim,  liability,  action or proceeding;  provided that SOCO shall not be
liable  in any  such  case to the  extent  that any such  loss,  claim,  damage,
liability (or action or proceeding in respect  thereof) or expense arises out of
or is based upon an untrue  statement  or alleged  untrue  statement or omission
made in reliance upon and in conformity  with written  information  furnished by
the  indemnified  person to SOCO.  This indemnity shall remain in full force and
effect  regardless  of any  investigation  made by or on  behalf  of SOCO or any
director,  officer or  controlling  person and shall survive the transfer of the
registered securities by Holder.

                  (b) Holder hereby  indemnifies and agrees to hold harmless (in
the same  manner and to the same  extent as set forth in  Subsection  7(a)) each
director  of  SOCO,  each  officer  of SOCO  who  shall  sign  the  registration
statement,  and each person, if any, who controls SOCO within the meaning of the
Securities  Act,  with  respect  to  any  statement  in  or  omission  from  the
registration statement,  any preliminary prospectus or final prospectus included
therein,  or any amendment or supplement  thereto,  if the statement or omission
was made in reliance upon and in conformity with written  information  furnished
by it to SOCO. This indemnity shall remain in full force and effect

                                        4

<PAGE>



regardless  of any  investigation  made by or on behalf of SOCO or any director,
officer or  controlling  person and shall survive the transfer of the registered
securities by Holder.

                  (c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in this
Section 7 is for any reason held to be unenforceable by the indemnified parties,
although  applicable  in  accordance  with  its  terms,  SOCO and  Holder  shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by SOCO and Holder,
as incurred,  as between  SOCO on the one hand and Holder on the other,  in such
proportion as is  appropriate  to reflect the relative  fault of SOCO on the one
hand and of Holder on the other in connection  with the  statements or omissions
which result in the losses, liabilities, claims, damages or expenses, as well as
any other relative equitable  considerations.  The relative fault of SOCO on the
one hand and of Holder on the other shall be  determined  by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or  the  omission  or  alleged  omission  to  state  material  fact  relates  to
information supplied by SOCO or by Holder.

         8.  Miscellaneous.

                  (a) Notices.  All notices and other  communications  hereunder
shall be in writing  and shall be deemed  given when  received by a party at the
address set forth below the name of that party on the  signature  page hereof or
at such subsequent address as is provided by one party to the other in writing.

                  (b) Exclusive  Agreement.  This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive  statement of the terms of the
agreement between the parties.

                  (c) Choice of Law; Amendments;  Headings. This Agreement shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State of Texas.  This  Agreement  may not be  changed  or  amended  orally.  The
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

                  (d)  Assignments  and Third  Parties.  No party  hereto  shall
assign this  Agreement or any part hereof  without the prior written  consent of
the other party,  except that Holder and its  successors  and assigns may assign
any or all rights  and  obligations  hereunder  to any  Affiliate  of Holder (as
defined  below) to which Holder or any such successor or assignee of Holder also
transfers,  assigns,  or sells by  liquidation  or otherwise  some or all of the
Registrable  Stock acquired by Holder  pursuant to the Exchange  Agreement.  For
these purposes, the term "Affiliate of Holder" means any member of the immediate
family of Holder,  and trust  solely for the  benefit of one or more  members of
Holder's  immediate family or any entity currently existing or to be formed that
is  Controlled  by,  Holder  and/or one or more  members of  Holder's  immediate
family.  The term  "Control"  means the power to  determine,  direct,  or decide
matters relating to an entity, whether by direct or indirect ownership of voting
securities,  contractual arrangement, or otherwise. Except as otherwise provided
herein,  this  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their successors and assigns.  Except as specified in Section
7, which is intended to benefit and to be enforceable by any of the  Indemnified
Parties,  nothing in this  Agreement  shall  entitle  any person  other than the
parties hereto,

                                        5

<PAGE>



or their successors and assigns permitted hereby to any claim,  cause of action,
remedy or right of any kind.

                  (e)   Counterparts.   This   Agreement   may  be  executed  in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute but one and the same agreement.

                  (f) Expenses.  Except as otherwise  expressly provided in this
Agreement,  all costs and expenses  incurred by each party hereto in  connection
with all things required to be done by it hereunder,  including  attorney's fees
and accountant fees, shall be borne by the party incurring same.

                  (g)  Severability.  If any  term or  other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions contemplated hereby is not affected in any adverse
manner to any party. Upon such determination that any term or other provision is
invalid,  illegal or  incapable  of being  enforced,  the parties  hereto  shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first written above.

SNYDER OIL CORPORATION                                 EDWARD T.  STORY, JR.

    /s/ John C. Snyder                                 /s/ Edward T. Story, JR.
By __________________________                          ________________________
     John C.  Snyder
     Chairman

Address:                                              Address:

777 Main Street                                       P.O. Box 1523
Fort Worth, Texas 76102                               Centerpoint, Texas  78010
Attn:  General Counsel


                                        6

<PAGE>



                                    EXHIBIT B

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "Pledge Agreement") is executed and
 effective as of the 10th day of July, 1997, by and between EDWARD T. STORY,JR.
("Pledgor") and SOCO INTERNATIONAL HOLDINGS, INC., a Delaware corporation 
("Pledgee").

         Pursuant to an  Exchange  Agreement  dated as of July 10, 1997  between
Pledgor and Snyder Oil Corporation ("SOCO"), Pledgor has on this day transferred
100 shares of common stock of Pledgee to SOCO in exchange for 530,000  shares of
common stock, par value $.01 per share, of SOCO. In addition,  Pledgor has as of
this day resigned as a director and officer of Pledgee.

         Pledgee is the holder of two Notes (the "Notes") of Pledgor, each dated
December 30, 1996 and in the principal  amounts of $269,563.25 and  $320,936.74.
Pledgor and Pledgee wish to secure the  obligations  of Pledgor under the Notes.
Effective March 15, 1997 the interest notes of the Notes was reduced from 1% per
month to a floating  rate equal to the average  rate paid by SOCO on  borrowings
under ist bank credit agreement.

         NOW, THEREFORE, for valuable consideration,  receipt of which is hereby
acknowledged and confessed, Pledgor agrees with Pledgee as follows:

         1. Pledge.  Upon the terms hereof,  Pledgor  hereby grants to Pledgee a
security  interest in and to the rights,  titles and interests of Pledgor in and
to all of the  following  rights,  interests  and property (all of the following
being herein sometimes called the "Pledged Shares"): (a) 50,000 shares of common
stock, par value $.01 per share, of SOCO; (b) any and all proceeds or other sums
arising  from or by virtue  of, and all  dividends  and  distributions  (cash or
otherwise)  payable  and/or  distributable  with  respect  to, all or any of the
Pledged Shares described in clause (a) preceding;  and (c) all cash, securities,
dividends,  and other  property at any time and from time to time  receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares  described  in clause (a) hereof and any other  property  substituted  or
exchanged therefor.

         2.  Secured  Obligation.  The  security  interest  herein  granted (the
"Security   Interest")   shall  secure  payment  and  performance  of  Pledgor's
obligations under the Notes (the "Obligations").

         3.   Representations   and  Warranties:   Related  Covenants.   Pledgor
represents, warrants, covenants and agrees to and with Pledgee that: (a) Pledgor
is the legal and beneficial owner of the Pledged Shares; (b) no dispute right of
setoff,  counterclaim  or defense  exists with respect to all or any part of the
Pledged Shares; (c) the Pledged Shares are free and clear of all liens, options,
warrants,  puts,  calls  or other  rights  of third  persons,  and  restrictions
(collectively,  "Liens"),  other than (I) those Liens  arising under this Pledge
Agreement and (ii) restrictions on  transferability  imposed by applicable state
and federal  securities laws; (d) Pledgor has full right and authority to pledge
the Pledged  Shares for the purposes and upon the terms set out herein;  and (e)
certificates  representing  the Pledged  Shares have been  delivered to Pledgee,
together with a duly executed blank stock power with signatures guaranteed,  for
each certificate.

         4.  Covenants.  (a) Pledgor  covenants  and agrees to from time to time
promptly   execute  and   deliver  to  Pledgee   all  such  other   assignments,
certificates,   supplemental   writings  and  financing  statements  as  Pledgee
reasonably  requests  in order to perfect or  evidence  the  Security  Interest.
Pledgor  further agrees that if Pledgor shall at any time acquire any additional
shares  of the  capital  stock of any  class of SOCO by  reclassification  of or
dividend  on the  Pledged  Shares,  Pledgor  shall  forthwith  (and  without the
necessity for

                                        1

<PAGE>



any request or demand by Pledgee)  deliver the  certificates  representing  such
shares to  Pledgee.  Upon  delivery,  such  shares  shall  thereupon  constitute
"Pledged  Shares"  and shall be subject  to the Liens  herein  created,  for the
purposes and upon the terms and conditions  set forth in this Pledge  Agreement.
Pledgor further covenants and agrees that,  without the prior written consent of
Pledgee,  Pledgor  shall not (I)  transfer any of  Pledgor's  rights,  titles or
interests  in and to the  Pledged  Shares;  or (ii)  create  any  other  Lien or
otherwise  encumber  any of the  Pledged  Shares,  or permit any of the  Pledged
Shares  to  ever  be or  become  subject  to any  Lien,  attachment,  execution,
sequestration,  other legal or equitable  process or any Lien or  encumbrance of
any kind, except the Security Interest.

         (b) Pledgor will  promptly  execute and deliver or cause the  execution
and  delivery  of, all  applications,  certificates,  instruments,  registration
statements, and all other documents and papers Pledgee may reasonably request in
connection   with  the  obtaining  of  any  consent,   approval,   registration,
qualification, or authorization of any other Person necessary or appropriate for
the  effective  exercise  of any rights  under this  Pledge  Agreement.  Without
limiting  the  generality  of the  foregoing,  Pledgor  agrees that in the event
Pledgee shall exercise any rights to sell, transfer, or otherwise dispose of, or
vote,  consent,  or take any other action in connection  with any of the Pledged
Shares pursuant to this Pledge Agreement,  Pledgor shall execute and deliver all
applications,  certificates,  and other  documents  as  Pledgee  may  reasonably
request  and shall  otherwise  promptly,  fully and  diligently  cooperate  with
Pledgee and any other necessary persons, in making any application for the prior
consent or approval of any other person to the exercise by Pledgee of any rights
relating  to all or any of the  Pledged  Shares.  Furthermore,  because  Pledgor
agrees that Pledgee's  remedies at law for failure of Pledgor to comply with the
provisions  of this  Paragraph  4(b) would be  inadequate  and that such failure
would  not be  adequately  compensable  in  damages,  Pledgor  agrees  that  the
covenants of this Paragraph 4(b) may be specifically enforced.

         (c) Pledgor will preserve, warrant, and defend the Liens created hereby
in the  Pledged  Shares  against  the  claims of all  Persons  whomsoever;  will
maintain and preserve  such Liens;  will not at any time  assign,  transfer,  or
otherwise dispose of its right,  title and interest in and to any of the Pledged
Shares; will not at any time directly or indirectly create, assume, or suffer to
exist any Lien,  warrant,  put,  option,  or other  rights of third  persons and
restrictions,  other than the Liens  created by this Pledge  Agreement in and to
the Pledged Shares or any part thereof;  and will not do or suffer any matter or
thing whereby the Liens  created by this Pledge  Agreement in and to the Pledged
Shares might or could be impaired.

         5.  Conversions:  etc. Should the Pledged Shares,  or any part thereof,
ever be in any manner  converted  into  another  property of the same or another
type or any money or other  proceeds  ever be paid or  delivered to Pledgor as a
result of Pledgor's rights in the Pledged Shares, then in any such event (except
as otherwise provided herein), all such property, money and other proceeds shall
be and/or become part of the Pledged Shares, and Pledgor covenants  forthwith to
pay or deliver to Pledgee all of the same which is susceptible of delivery;  and
at the same time,  if Pledgee so  requests,  Pledgor  will  properly  endorse or
assign the same to Pledgee.  Without  limiting the  generality of the foregoing,
Pledgor  hereby  agrees  that the  shares  of  capital  stock  of the  surviving
corporation  in any merger or  consolidation  involving  SOCO shall be deemed to
constitute  the same  property as the Pledged  Shares.  With respect to any such
property  of a  kind  requiring  an  additional  security  agreement,  financing
statement or other  writing to perfect a security  interest  therein in favor of
Pledge,  Pledgor will forthwith  execute and deliver to Pledgee whatever Pledgee
shall deem necessary or proper for such purpose.

         6. No Duty to Fix or Preserve  Rights.  Pledgee shall not have any duty
to fix or preserve  rights against prior parties to the Pledged Shares and shall
not be liable for failure to use diligence to collect any

                                        2

<PAGE>



amount  payable with respect to the Pledged  Shares,  or any part  thereof,  but
shall be liable only to account to Pledgor for what Pledgee may actually collect
or receive thereon.

         7.  Rights of Parties  Before and After the  Occurrence  of an Event of
Default.

         (a)   Exercising Shareholder Rights Prior to an Event of Default. 
Unless and until an Event of Default (as defined in the Notes) shall occur,

         (I) Pledgor  shall be entitled  to receive all cash  dividends  paid to
Pledgor in respect of or attributable to the Pledged Shares. Notwithstanding the
foregoing,  Pledgee  shall be entitled  to  receive,  whether or not an Event of
Default has occurred,  (A) any and all other Distributions,  including,  but not
limited to, stock dividends or Distributions in property made on or with respect
to the Pledged Shares and any proceeds of Pledged Shares, whether resulting from
subdivision,  combination,  or reclassification of the outstanding capital stock
of SOCO or a result of any merger, consolidation, acquisition, or other exchange
of assets to which SOCO is a party,  and (B) all sums paid on any Pledged Shares
upon liquidation or dissolution or reduction of capital, repurchase, retirement,
or  redemption.  All such sums,  dividends,  distributions,  proceeds,  or other
property  described  in clauses (A) and (B)  preceding  shall if received by any
entity other than Pledgee, be held in trust for the benefit of Pledgee and shall
forthwith  be  delivered  to  Pledgee  (accompanied  by  proper  instruments  of
assignment  and/or  stock and/or bond powers  executed by Pledgor in  accordance
with  Pledgee's  instructions)  to be held  subject to the terms of this  Pledge
Agreement.  Any cash proceeds of the Pledged  Shares,  other than cash dividends
which Pledgor is then permitted to receive and retain hereunder, which come into
the  possession of Pledgee may, at Pledgee's  option,  be applied in whole or in
part to the  Obligations  (to the extent  then due),  be released in whole or in
part to or on the written instructions of Pledgor, or be retained in whole or in
part by Pledgee as additional  security for the payment and  performance  of the
Obligations. Any cash proceeds in the possession of Pledgee shall be invested by
Pledgee in securities or  obligations  issued or guaranteed by the United States
of America or any agency  thereof.  Pledgee shall never be obligated to make any
such investment and shall never have any liability to Pledgor for any loss which
may result therefrom.  All interest and other amounts earned from any investment
of such  proceeds  may be dealt with by Pledgee in the same manner as other cash
proceeds.

         (ii)  Pledgor  shall  have the  right to vote  and give  consents  with
respect to all of the Pledged Shares and to consent to, ratify,  or waive notice
of any and all meetings;  provided that such right shall in no case be exercised
for any  purpose  contrary  to,  or in  violation  of,  any of the  terms or the
provisions of this Pledge Agreement.

         (b)      Exercising Shareholder Rights After the Occurrence of an 
Event of Default.

Upon the occurrence and during the continuance of an Event of Default,  Pledgee,
without the consent of Pledgor, may:

         (I) At any time vote or consent in respect of any of the Pledged Shares
and  authorize  any  Pledged  Shares to be voted and such  consents to be given,
ratify and waive notice of any and all  meetings,  and take such other action as
shall seem desirable to Pledgee,  in its  discretion,  to protect or further the
interests  of Pledgee in respect of any of the Pledged  Shares as though it were
the outright owner thereof,  and,  Pledgor hereby  irrevocably  constitutes  and
appoints  Pledgee  its sole  proxy  and  attorney-in-fact,  with  full  power of
substitution to vote and act with respect to any and all Pledged Shares standing
in the name of Pledgor or with respect to which  Pledgor is entitled to vote and
act. The proxy and power of

                                        3

<PAGE>



attorney herein granted are coupled with interests,  are irrevocable,  and shall
continue throughout the term of this Pledge Agreement;

         (ii) In respect of any  Pledged  Shares,  join in and become a party to
any plan of recapitalization, reorganization, or readjustment (whether voluntary
or  involuntary)  as shall  seem  desirable  to  Pledgee  in respect of any such
Pledged  Shares,  and deposit any such Pledged Shares under any such plan;  make
any exchange,  substitution,  cancellation,  or surrender of such Pledged Shares
required by any such plan and take such action with  respect to any such Pledged
Shares as may be  required by any such plan or for the  accomplishment  thereof;
and no such  disposition,  exchange,  substitution,  cancellation,  or surrender
shall be deemed to constitute a release of Pledged  Shares from the Lien of this
Pledge Agreement;

         (iii)  Receive all payments of whatever  kind made upon or with respect
to any Pledged Shares; and

         (vi)  Transfer  into its name, or into the name or names of its nominee
or nominees, all or any of the Pledged Shares.

         (c) Right of Sale After the Occurrence of an Event of Default. Upon the
occurrence and during the continuance of an Event of Default,  Pledgee may sell,
without  recourse to  judicial  proceedings,  with the right  (except at private
sale) to bid for and buy, free from any right of redemption,  the Pledged Shares
or any part  thereof,  upon  five  days'  notice  (which  notice is agreed to be
reasonable  notice for the purposes  hereof) to Pledgor of the time and place of
sale, for cash, upon credit or for future  delivery,  at Pledgee's option and in
Pledgee's complete discretion:

     (I) At public sale, including a sale at any broker's board or exchange; and

         (ii) At private  sale in any manner  which will not require the Pledged
Shares, or any part thereof,  to be registered in accordance with The Securities
Act of 1933, as amended (the "Act"),  or the rules and  regulations  promulgated
thereunder,  or any  other  law or  regulation,  at the  best  price  reasonably
obtainable  by  Pledgee at any such  private  sale or other  disposition  in the
manner mentioned above. Pledgee is also hereby authorized, but not obligated, to
take such actions,  give such notices,  obtain such consents,  and do such other
things as  Pledgee  may deem  required  or  appropriate  in the event of sale or
disposition of any of the Pledged Shares.  Pledgor  understands that Pledgee may
in its discretion approach a restricted number of potential  purchasers and that
a sale under such  circumstances may yield a lower price for the Pledged Shares,
or any portion  thereof,  than would  otherwise be  obtainable  if the same were
registered  and sold in the open  market.  Pledgor  agrees (a) that in the event
Pledgee  shall so sell the  Pledged  Shares,  or any  portion  thereof,  at such
private sale or sales,  Pledgee shall have the right to rely upon the advice and
opinion of any  member  firm of a national  securities  exchange  as to the best
price reasonably  obtainable upon such a private sale thereof (any expense borne
by Pledgee in obtaining such advise to be paid by Pledgor as an expense  related
to the exercise by Pledgee of its rights hereunder),  and (b) that such reliance
shall be conclusive  evidence that Pledgee handled such matter in a commercially
reasonable manner.

         In case of any sale by the Pledgee of the  Pledged  Shares on credit or
for future  delivery,  the Pledged  Shares sold may be retained by Pledgee until
the selling price is paid by the purchaser, but Pledgee shall incur no liability
in case of failure of the purchaser to take up and pay for the Pledged Shares so
sold.  In case of any such  failure,  such  Pledged  Shares so sold may be again
similarly sold.


                                        4

<PAGE>



         In  connection  with  the  sale  of  the  Pledged  Shares,  Pledgee  is
authorized,  but not obligated,  to limit  prospective  purchasers to the extent
deemed  necessary  or  desirable  by Pledgee to render such sale exempt from the
registration  requirements of the Act and any applicable  state securities laws,
and no sale so  made  in  good  faith  by  Pledgee  shall  be  deemed  not to be
"commercially reasonable" because so made. If Pledgee determines to exercise its
right to sell all or any of the  Pledged  Shares,  and if in the  opinion of any
reputable  law firm  selected  by  Pledgee  ("Law  Firm"),  it is  necessary  or
advisable to have such securities  registered  under the provisions of such Act,
or any similar law relating to the  registration of securities,  Pledgor agrees,
at its own  expense,  to (I)  execute  and  deliver  all  such  instruments  and
documents,  and to do or cause to be done  other  such acts and things as may be
necessary or, in the opinion of Law Firm,  advisable to register such securities
under the provisions of such Act or any  applicable  similar law relating to the
registration  of securities,  and Pledgor will use its best efforts to cause the
registration  statement  relating  thereto  to  become  effective  and to remain
effective for such period as Pledgee shall reasonably  request,  and to make all
amendments thereof and/or to the related prospectus which, in the opinion of Law
Firm, are necessary or desirable,  all in conformity  with the  requirements  of
such Act and the rules and regulations of the Securities and Exchange Commission
applicable  thereto;  (ii) use its best efforts to qualify such securities under
state "blue sky" or securities laws and to obtain the necessary  approval of any
tribunal to the sale of such securities,  all as reasonably requested by Pledge;
(iii) at the request of Pledgee,  indemnify and hold harmless,  and to cause the
Issuers to agree to indemnify and hold harmless,  Pledgee, any underwriters (and
any person  controlling any of the foregoing),  and their respective  employees,
officers,  agents,  attorneys, and accountants  (collectively,  the "Indemnified
Parties")  from and  against  any loss,  liability,  claim,  damage and  expense
(including without limitation, reasonable fees of counsel incurred in connection
therewith) under such Act or otherwise,  insofar as such loss, liability, claim,
damage or expense arises out of or is based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under which such securities were registered  under such Act or other  securities
laws, any preliminary  prospectus or final prospectus  contained therein, or any
amendment or supplement  thereto, or arise out of or are based upon any omission
or any alleged  omission to state  therein a material fact required to be stated
or necessary to make the statements therein not misleading, such indemnification
to remain operative  regardless of any investigation made by or on behalf of any
Indemnified Party;  provided that Pledgor shall not be liable in any case to the
extent that any such loss, liability, claim, damage, or expense arises out of or
is based upon any untrue statement or alleged untrue statement or an omission or
an  alleged  omission  made in  reliance  upon and in  conformity  with  written
information  furnished to Pledgor and/or SOCO or, with respect to any particular
Indemnified Party, by such Indemnified Party.

         (d) Other Rights After a Default.  Upon the  occurrence  and during the
continuance  of an Event of Default,  Pledgee,  at its election may exercise any
and all rights available to a secured party under the Uniform Commercial Code as
enacted in the State of Texas or other  applicable  jurisdiction,  as amended in
addition to any and all other  rights  afforded by the Loan  Papers,  at law, in
equity, or otherwise.

         (e)  Application  of Proceeds.  Pledgee shall apply the proceeds of any
sale or other disposition of the Pledged Shares, first, to reimburse Pledgee for
any expenses  incurred in enforcing the  Obligations  and in selling the Pledged
Shares,  second,  to accrued  but unpaid  interest on the Notes and,  third,  to
principal of the Notes.

         8. Notices. All notices and other communications  hereunder shall be in
writing  and shall be deemed  given when  received by a party at the address set
forth  below  the name of that  party on the  signature  page  hereof or at such
subsequent address as is provided by one party to the other in writing.


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         9. Right to File as Financing Statement.  Agent shall have the right at
any time to execute and file this Pledge Agreement as a financing statement, but
the failure of Pledgee to do so shall not impair the validity or  enforceability
of this agreement.

         10.  Waiver  of  Certain  Rights.  (a) To the full  extent  that it may
lawfully so agree  Pledgor  agrees that it will not at any time plead,  claim or
take the benefit of any appraisement,  valuation, stay, extension, moratorium or
redemption  law nor or  hereafter  in force in order  to  prevent  or delay  the
enforcement of this Pledge Agreement, or the absolute sale of all or any part of
the  Pledges  Shares or the  possession  thereof  by any  purchaser  at any sale
hereunder,  and Pledgor hereby waives the benefit of all such laws to the extent
it lawfully  may. Each right,  power and remedy of Pledgee  provided for in this
Pledge Agreement or now or hereafter  existing at law or in equity or by statute
or otherwise  shall be  cumulative  and  concurrent  and shall be in addition to
every other right,  power or remedy provided for in this Pledge Agreement or now
or hereafter  existing at law or in equity or by statute or  otherwise,  and the
exercise  or  beginning  of the  exercise  by Pledgee of any one or more of such
rights,  power or remedies shall not preclude the simultaneous or later exercise
by Pledgee of any or all such other  rights,  powers or remedies.  No failure or
delay on the part of Pledgee to exercise any such right,  power or remedy and no
notice or demand  which may be given to or made upon  Pledgor  by  Pledgee  with
respect to any such  remedies  shall  operate as a waiver  thereof,  or limit or
impair  Pledgee's  right to take any action or to  exercise  any power or remedy
hereunder,  without notice or demand, or prejudice its rights as against Pledgor
in any respect.

         (b) Pledgor hereby waives diligence,  presentment,  demand, protest and
notice  of  any  kind  whatsoever  in  respect  of the  Notes,  as  well  as any
requirement that the Pledgee or any holder of any of the Notes exhaust any right
or remedy or take any action in connection with the Notes before  exercising any
right or  remedy  under  this  Pledge  Agreement.  The  obligations  of  Pledgor
hereunder shall not be affected or impaired by reason of the happening from time
to time of any of the  following,  although  without notice to or the consent of
Pledgor:

         (I) the  waiver  by  Pledgee  or any of the  holders  of  Notes  of the
performance or observance by Pledgor of any of its agreements,  covenants, terms
or conditions contained in any Note;

         (ii) the voluntary of involuntary liquidation, dissolution, sale of all
or  substantially  all of the  assets,  marshalling  of assets and  liabilities,
receivership,  conservatorship,   insolvency,  bankruptcy,  assignment  for  the
benefit of creditors, reorganization,  arrangement, winding up, or other similar
proceedings affecting Pledgor or SOCO; or

         (iii) the release of any security for the Notes.

         11.  Amendments.  This  Pledge  Agreement  may be  amended  only  by an
instrument in writing  executed  jointly by Pledgor and Pledgee and supplemented
only by documents  delivered or to be delivered in  accordance  with the express
terms hereof.

         12. Multiple  Counterparts.  This Pledge Agreement may be executed in a
number of identical counterparts,  each of which shall be deemed an original for
all purposes and all of which shall  constitute,  collectively,  one  agreement;
but, in making proof of this agreement,  it shall not be necessary to produce or
account for more than one such counterpart.

         13. Parties Bound.  This Pledge  Agreement  shall be binding on Pledgor
and Pledgor's  successors  and assigns and shall inure to the benefit of Pledgee
and Pledgee's successor and assigns.

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         14. Invalid  Provisions.  If any provision of this Pledge  Agreement is
held to be  illegal,  invalid,  or  unenforceable  under  present or future laws
effective during the term thereof, such provision shall be fully severable, this
Pledge Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable  provision had never  comprised a part thereof,  and the remaining
provisions  thereof  shall  remain  in full  force and  effect  and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom.  Furthermore,  in lieu of such  illegal,  invalid,  or  unenforceable
provision there shall be added  automatically as a part of this Pledge Agreement
a  provision  as similar in terms to such  illegal,  invalid,  or  unenforceable
provision as may be possible and be legal, valid and enforceable.

         15. Consent to  Jurisdiction.  (a) Except to the extent  required for e
exercise of the remedies  provided in the other  security  instruments,  Pledgor
hereby  irrevocably  submits to the  jurisdiction  of any Texas State or Federal
court  sitting in the Northern  District of Texas over any action or  proceeding
arising out o or relating to this  Pledge  Agreement  or the Notes,  and Pledgor
hereby  irrevocably  agrees  that  all  claims  in  respect  of such  action  or
proceeding  may be heard and  determined  such  Texas  State or  Federal  court.
Pledgor hereby irrevocably appoints Prentice-Hall  Corporation System, Inc. (the
"Process Agent"),  with an office on the date hereof at 400 N. St. Paul, Dallas,
Texas  75201,  as its agent to receive on behalf of  Pledgor  proper  service of
copies of the sermons and  complaint  and any other process which may be made by
mailing or delivering a copy of such process to Pledgor (as  applicable) in care
of the Process Agent at the Process  Agent's above  address,  and Pledgor hereby
irrevocably  authorizes  and directs the Process Agent to accept such service on
its behalf.  Such  appointment  and  authorization  shall be  automatically  and
immediately effective without the necessity of any further action on the part of
Pledgor or the Pledge in the event  Pledgor  ceases to  maintain  his  principal
residence  in the  Comfort,  Texas area.  As an  alternative  method of service,
Pledgor also  irrevocably  consents to the service of any and all process in any
such  action or  proceeding  by the  mailing  of copies of such  process  to the
Pledgor's residence at P.O. Box 1523,  Centerpoint,  Texas 78010. Pledgor agrees
that a final  judgment on any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner; provided by law.

         (b) Nothing in this Paragraph 15 shall affect arty right of the Pledgee
to serve legal process in any other manner  permitted by law or affect the right
of Pledgee to bring any action or  proceeding  against  Pledgor in the courts of
any other jurisdictions.

         16.   Complete   Agreement.   This  Pledge   Agreement  and  the  Notes
collectively  represent the final agreement by and among Pledgee and Pledgor and
may not be  contradicted  by evidence of prior,  contemporaneous,  or subsequent
oral  agreements  of  Pledgor  and the  Pledgee.  There  are no  unwritten  oral
agreements  relating to this Pledge  Agreement or the Notes between  Pledgor and
Pledgee.


                                        7

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         17. Texas Law. This Pledge  Agreement  shall be construed in accordance
with and governed by the laws of the State of Texas.


EXECUTED effective as of July 10, 1997.

PLEDGOR:

/s/ Edward T. Story
------------------------------
Edward T.  Story


ACCEPTED AND AGREED as of July 10, 1997,


PLEDGEE:

SOCO INTERNATIONAL HOLDINGS, INC.

   /s/ Peter E. Lorenzen
By ___________________________
     Vice President

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