EXHIBIT 4.9


                 Amendment Number 1 dated June 17, 1999 to the
        1993 Stock Option and Incentive Plan of Syntroleum Corporation


          WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March
30, 1998 between Syntroleum Corporation, a Kansas corporation then named SLH
Corporation ("Syntroleum-Kansas"), and Syntroleum Corporation, an Oklahoma
corporation ("Syntroleum Oklahoma"),  Syntroleum-Kansas assumed the 1993 Stock
Option and Incentive Plan of Syntroleum-Oklahoma (the "Plan").

          WHEREAS, Syntroleum-Kansas entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 7, 1999 with Syntroleum
Corporation, a Delaware corporation ("Syntroleum-Delaware"); and

          WHEREAS, the Merger Agreement provides for the merger of Syntroleum-
Kansas with and into Syntroleum-Delaware (the "Merger" and together with the
other transactions contemplated thereby, the "Reincorporation"); and

          WHEREAS, Article IV of the Merger Agreement provides that the Stock
Option Plans (as defined therein) and other employee benefit and compensation
plans and agreements of Syntroleum-Kansas shall be assumed by and become plans
and agreements of Syntroleum-Delaware immediately after the Effective Time (as
defined therein); and

          WHEREAS, the Plan is a Stock Option Plan as contemplated in the Merger
Agreement and therefore was assumed by and continues as a plan and agreement of
Syntroleum-Delaware at the Effective Time;

          NOW, THEREFORE, Syntroleum-Delaware does hereby adopt the Plan and
does hereby amend the Plan, effective June 17, 1999, to provide for certain
other changes as follows:

          1.     Section 2.5 of the Plan is amended to read as follows:

                 "2.5 'Company' means Syntroleum Corporation, a Delaware
                 corporation."

          2.     Section 2.18 of the Plan is amended to read as follows:

                 "2.18 'Shares' means shares of the Company's common stock, par
                 value $0.01 per share, or if by reason of the adjustment
                 provisions hereof any rights under an Award under the Plan
                 pertain to any other security, such other security."


             3.   The first sentence of Section 5 of the Plan is amended to read
                  as follows:

                  "The Company hereby reserves 2,579,800 Shares for issuance in
                  connection with Awards under the Plan, subject to adjustment
                  under Section 19."

             4.   The last sentence of Section 26 of the Plan is amended to read
                  as follows:

                  "The Plan, and all agreements hereunder, shall be construed in
                  accordance with and governed by the laws of the State of
                  Delaware."



                                              SYNTROLEUM CORPORATION,
                                              a Delaware corporation



                                              /s/ Eric Grimshaw
                                              -------------------------
                                              Eric Grimshaw
                                              Secretary

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