AGREEMENT AMENDING MANAGEMENT AGREEMENT

               THIS AGREEMENT, dated July 31, 1995, is made and
     entered into among Empire Gas Corporation, a Missouri corporation
     ("Empire"), Northwestern Growth Corporation, a South Dakota
     corporation ("NGC"), and SYN Inc., a Delaware corporation
     ("SYN"), to amend the Management Agreement, dated May 17, 1995,
     among such parties.

               NOW THEREFORE, the parties hereto agree that the above-
     mentioned Management Agreement is hereby amended to change the
     definition of the term "Stock Agreement" therein to mean the
     Amended and Restated Agreement Among Initial Stockholders and SYN
     Inc., dated as of May 17, 1995, entered into by Empire, NGC and
     SYN.

               IN WITNESS HEREOF, the parties hereto have executed
     this Agreement as of the date first above written.

          Empire Gas Corporation        SYN Inc.

          By:/s/ Paul S. Lindsey, Jr.   By:/s/ Paul S. Lindsey, Jr.
             ________________________      ________________________
               Its President            Title:President            

                                        Northwestern Growth Corporation

                                        By:/s/ Richard R. Hylland  
                                           __________________________
                                             Its President