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                                                                   EXHIBIT 10(r)




September 18, 1996


Darron Ash
The Morningstar Group
5956 Sherry Lane
Dallas, Texas 75225

Dear Darron,

         Per this memo, below is an outline of your financial arrangements with
Morningstar.  These are subject to review by the compensation committee of the
board.


                              
         Term                     October 1, 1996 through September 30, 1998

         Title                    Chief Financial Officer

         Base Salary              $125,000

         Bonus Potential          50% of base salary if budgeted EPS is achieved

         Severance                In the event of a change of control of the company during the term
                                  of this agreement, you shall be paid the sum equivalent to one year
                                  of your existing base salary plus anticipated bonus.  Change in
                                  control shall be defined as the acquisition of a majority of the stock
                                  or all or substantially all of the assets of the Company by any person
                                  of entity, a merger with another company where the then current
                                  Board of Directors of Morningstar no longer controls the surviving
                                  company or other similar consolidation of the Company with
                                  another entity.


         I'm looking forward to continuing a mutually enjoyable and productive
relationship.

Sincerely Yours,

/s/ HOLLIS JONES
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Hollis Jones