EXHIBIT 4.2

Chapman Leases

Lease #1

                                OIL AND GAS LEASE
                                -----------------
275676                                                                      444
- --------------------------------------------------------------------------------
AGREEMENT, Made and entered into this 21st day of December, 1983, by and between
The Home-Stake  Royalty  Corporation,  507 Philtower  Building,  Tulsa, OK 74103
lessor (whether one or more) and R. D. T. Properties, P. O. Box 52400, Tulsa, OK
74152, lessee.

Witnesseth,  That the said lessor,  for and in  consideration  on TEN and no/100
($10.00) DOLLARS, cash in hand paid, receipt of which is hereby acknowledged and
of the convenants and agreements  hereinafter contained on the part of lessee to
be paid, kept and performed,  has granted,  demised, leased and let and by these
presents does grant,  demise,  lease and let unto the said lessee,  for the sole
and only purpose of  exploring  by  geophysical  and other  methods,  mining and
operating for oil (including but not limited to distillate and condensate),  gas
(including casinghead gas and helium and all other constituents), and for laying
pipe lines,  and building  tanks,  power  stations and  structures  thereon,  to
produce,  save and take care of said  products,  all that certain tract of land,
together  with any  reversionary  rights  therein,  situated  in the  County  of
Okfuskee, State of Oklahoma, described as follows, to-wit:

Southwest  Quarter (SW/4 and the South Half of the southeast  Quarter (S/2 SE/4)
limited to the  production  of oil & gas and other  minerals from the surface of
said tract down to and  including  the Senora sand,  usually  found a depth from
surface down to 1750 feet of Section 23,  Township 10N, Range 8E, and containing
240 acres, more or less.

Subject to other provisions herein,  this lease shall remain in force for a term
of 3 years from date (primary  term),  and as long there after as oil or gas, or
either of them, is produced in paying  quantities  from said land by the lessee.
In consideration of the premises the said lessee covenants and agrees:

1st. To deliver to the credit of lessor free of cost,  in the pipe line to which
it may  connect its wells,  or at the option on the  lessor,  to deliver to such
pipe line as it may elect,  the part of all oil  (including  but not  limited to
condensate and distillate produced and saved from the leased premises.

2nd.  To deliver to the  credit of lessor,  free of cost,  into the pipe line to
which the well or wells may be  connected  by  lessee,  or at the  option of the
lessor,  to such  pipe line as it may  direct,  part of all gas,  including  its
constituents,  produced  and saved from the leased  premises.  During any period
(whether before or after  expiration of the primary term hereof) when gas is not
being so sold or used and the well or wells are shut in and there is no  current
production of oil or operations on said leased premises  sufficient to keep this
lease in force,  lessee  shall pay or tender a royalty  of Twenty  Five  Dollars
($25.00)  per year per net royalty  acre  retained  hereunder,  such  payment or
tender to be made, on or before the expiration of ninety (90) days from the date
such well is shut in and thereafter on the same date annually  during the period
such well is shut in, to the royalty owners. When such payment or tender is made
it will be  considered  that gas is being  produced  within  the  meaning of the
entire  lease.  However,  lessee may not keep this lease in force by making such
shut-in  payments for more than three (3) years beyond the primary term.  Lessor
shall  have the  privilege  at his risk and  expense of using gas from any well,


                                       1


producing gas only,  on the leased  premises for stoves and inside lights in the
principal  dwelling  thereon out of any  surplus  gas not needed for  operations
hereunder.

If no well be  commenced  on said land on or before the 21st day of  December 84
this lease shall  terminate as to both  parties,  unless the lessee on or before
that date shall pay or tender to the lessor or to the lessor's credit in the The
First  National  Bank and Trust Company of Tulsa Bank or its  successors,  which
shall continue as the depository  regardless of changes in the ownership of said
land, the sum of $240.00 DOLLARS,  in currency,  draft, or lessee's check, which
shall operate as rental and cover the privilege of deferring the commencement of
a well for twelve months from said date.  Tender may be made either to lessor in
person or by mailing  the same to lessor at his last known  address,  or to said
depository bank on or before the date on which said rental is due hereunder.  In
like manner and upon like payments or tenders the  commencement of a well may be
further  deferred for periods of the same number of months  successively  during
the primary term. And it is understood and agreed that the  consideration  first
recited herein,  the down payment,  covers not only the privilege granted to the
date when said first  rental is payable,  as  aforesaid,  but also the  lessee's
option of extending that period as a foresaid, and any and all rights conferred.

Should the first well drilled on the above  described land, or on acreage pooled
therewith,  within twelve  months from the  expiration of the last rental period
for which rental has been paid,  this lease shall  terminate as to both parties,
unless  payment of rentals as above  provided  is  resumed,  in which  event the
provisions hereof governing the payment of rentals and the effect thereof, shall
continue in force just as thought there had been no  interruption  in the rental
payments.  If the lessee shall  commence to drill a well within the term of this
lease or any extension thereof, or on acreage pooled therewith, the lessee shall
have the right to drill such well to completion  with  reasonable  diligence and
dispatch,  and if oil or gas, or either of them, be found in paying  quantities,
this lease shall  continue  and be in force with like effect as if such well had
been completed  within the term of years first  mentioned.  "Commence to drill a
well"  shall be deemed to be  commenced  when the actual  drilling of a hole has
been commenced with a drilling rig capable of drilling to the total depth of the
proposed well.

Lessee,  at its option, is hereby given the right to pool or combine the acreage
covered by this lease or any portion thereof with other land, lease or leases in
the immediate  vicinity  thereof,  when in lessee's  judgment it is necessary or
advisable to do so in order to properly  develop and operate said lease premises
so as to promote  the  conservation  of oil and gas in and under and that may be
produced from said premises, such pooling to be tracts contiguous to one another
and to be into a unit or units  which  shall not  substantially  exceed 80 acres
each in the  event of an oil  well,  or into a unit or  units  which  shall  not
substantially exceed 640 acres each in the event of a gas well, plus a tolerance
of ten  percent  (10%).  Lessee  shall  execute  in  writing  and  record in the
conveyance  records of the county in which the land herein leased is situated an
instrument  identifying and describing the pooled acreage. The entire acreage so
pooled  into a tract or unit  shall be  treated,  for all  purposes  except  the
payment of royalties on production  from the pooled unit, as if it were included
in this lease. If production is found on the pooled acreage, it shall be treated
as if production is had from this lease, whether the well or wells be located on
the premises  covered by this lease or not. In lieu of the  royalties  elsewhere
herein specified, lessor shall received on production from a unit so pooled only
such  portion of the  royalty  stipulated  herein as the  amount of his  acreage
placed in the unit or his royalty  interest therein on an acreage basis bears to
the total acreage so pooled in the particular  unit  involved.  Anything in this
lease to the contrary not  withstanding,  in the event only a part, or parts, of
the land  covered  by this  lease is pooled or  consolidated  with other land or


                                       2


lands,  operations on or production from such pooled unit or units will maintain
this lease in force only as to the land covered hereby which is included in such
unit or units,  and only as to the strata or stratum  from which  production  of
oil,  liquid  hydrocarbons,  gas or their  respective  constituent  products  is
obtained by the unit well or wells.  This lease may be maintained in force as to
any land  covered  hereby and not  included  in such unit or units in any manner
provided for in this lease,  provided that if it be by rental payments,  rentals
shall be reduced in the  proportion  that the number of acre covered  hereby and
included in such unit or units bears to the total acreage  covered  hereby.  The
foregoing provisions regarding acreage covered by this lease which shall be held
by drilling  operations on or production from any pooled unit or units shall not
be  altered  or  amended  by any  pooling,  unitization  or  like  agreement  or
instrument, or any amendment thereto or ratification or acknowledgement thereof,
unless same shall be  specifically  designated as an amendment of this paragraph
of this lease.  If any State,  U.S., or other  governmental  agency or authority
shall grant or create a unit, or units,  of which this  leasehold  acreage may e
apart and which has an acres-per-wells  ratio in excess of 80 acres per well for
an oil unit or 640  acres  per  well for a gas  unit,  plus a  tolerance  of ten
percent (10%),  Lessor and Lessee agree, as part of the  consideration  for this
lease, that Lessor's interest shall  nevertheless be calculated as if said unit,
or units,  contained the number of acres  calculated by using an  acres-per-well
ratio of 80 acres per well for an oil unit or 640 acres per well for a gas unit,
regardless of the actual acres contained in said unit or units.

If said lessor owns a less interest in the above  described land that the entire
and undivided fee simple estate  therein,  then the royalties and rentals herein
provided  shall be paid to the lessor only in the  proportion its interest bears
to the whole and undivided fee.

When requested by the lessor,  lessee shall bury his pipelines below plow depth,
or below 30", whichever is deeper. No well shall be drilled nearer than 200 feet
to the house or barn now on said  premises,  without the written  consent of the
lessor.

In the event a well or wells producing oil or gas in paying quantities should be
brought in on adjacent land and draining the leased  premises,  Lessee agrees to
drill such offset wells as a reasonably  prudent  operator would drill under the
same or similar circumstance. If oil or gas is discovered on the land covered by
this lease,  or on land pooled  therewith,  Lessee agrees to further develop the
land covered by this lease as a reasonable and prudent  operator would under the
same or similar circumstance.

Lessee shall pay for all damages  caused by its  operations  to growing crops on
said land.

Lessee  shall have the right at any time  before or within six months  after the
expiration  of this lease to remove all  machinery  and  fixture  placed on said
premises, including the right to draw and remove casing.

If the estate of either party hereto is assigned, and the privilege of assigning
in whole or in part is expressly  allowed,  the covenants hereof shall extend to
their heirs, executors, administrators,  successors or assigns, but no change in
the ownership of the land or assignment of rentals or royalties shall be binding
on the lessee until after the lessee has been furnished with a written  transfer
or assignment or a true copy thereof,  and it is hereby agreed in the event this
lease shall be assigned as to a part or parts of the above  described  lands and
assignee or  assignees  of such part or parts shall fail or make  default in the
payments of the  proportionate  part of the  rentals  due from it or them,  such
default  shall not operate to defeat or affect this lease in so far as it covers
a part or parts of the lands on which the said  lessee or any  assignee  thereof


                                       3


shall make the payment on said rentals.  In case lessee  assigns this lease,  in
whole or in part,  lessee shall be relieved of all  obligations  with respect to
the assigned portion or portions arising subsequent to the date of assignment.

All express or implied  covenants  of this lease shall be subject to all Federal
and State Laws,  Executive Orders,  Rules and Regulations,  and this lease shall
not be terminated,  in whole or in part, nor lessee held liable in damages,  for
failure to comply  therewith,  if compliance is prevented by, or such failure is
the result of and such Law, Order, Rule or Regulation.  The undersigned lessors,
for themselves and their heirs,  successors  and assigns,  hereby  surrender and
release all rights of dower and  homestead  in the  premises  herein  described,
insofar as said right of dower and  homestead may in any way affect the purposes
for which this lease is made as recited herein.

Lessor  hereby agrees that the lessee shall have the right at any time to redeem
from  lessor,  by  payment,  any  mortgages,  taxes or other  liens on the above
described land, in the event of default of payment by lessor,  and be subrogated
to the rights of the holder thereof.

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IN TESTIMONY WHEREOF, we sign this the 21st day of December, 1983
                                       -----       --------- ----

ATTEST                          THE HOME-STAKE OIL & GAS COMPANY
- ---------------------           ---------------------------------------------

- ---------------------           ---------------------------------------------
W.C. Seal, Secretary            O. Strother Simpson, President

Tax ID 730288030
- ---------------------           ---------------------------------------------


                                       4



STATE OF OKLAHOMA,
                       (ACKNOWLEDGMENT FOR INDIVIDUAL) 445
County of
          --------------------------

Before me, the undersigned,  a Notary Public,  in and for said County and State,
on   this   ______   day  of   _____________,   19______   personally   appeared
_________________________________  personally  known  to me to be the  identical
person... who executed the within and foregoing instrument,  and acknowledged to
me that _____  executed the same as _________  free and  voluntary act and deed,
for the uses and purposes therein set forth.

IN WITNESS  WHEREOF,  I have  hereunto set my official  signature and affixed my
official seal the day and year first above written.


My commission expires                                             Notary Public
                      -------------------------------

- --------------------------------------------------------------------------------

STATE OF OKLAHOMA,
                         (ACKNOWLEDGMENT FOR INDIVIDUAL)
County of
         --------------------------------------------

Before me, the undersigned,  a Notary Public,  in and for said County and State,
on this  day of , 19__  personally  appeared  personally  known  to me to be the
identical  person...  who  executed  the within and  foregoing  instrument,  and
acknowledged  to me that  executed the same as free and  voluntary act and deed,
for the uses and purposes therein set forth.

IN WITNESS  WHEREOF,  I have  hereunto set my official  signature and affixed my
official seal the day and year first above written.


My commission expires                                             Notary Public
                      -------------------------------

- --------------------------------------------------------------------------------

                                       5


                                   No. 275676

                                Oil and Gas Lease
                                      FROM

                     ---------------------------------------
                     ---------------------------------------
                                       TO
                     ---------------------------------------
                     ---------------------------------------

                     Date , 19
                     ---------------------------------------
                     Section ,    Township ,     Range
                     ---------------------------------------
                     County, Oklahoma
                     ---------------------------------------

                           No. of Acres Term STATE OF
                               OKLAHOMA, County of
                                    Okfuskee
               This instrument was filed for record on the 11 day
                     ---------------------------------------
                                of January, 1984
                     ---------------------------------------
                      at 2:40 o'clock PM and duly recorded
                     ---------------------------------------
                           in book 682 page 444 of the
                     ---------------------------------------
                             records of this office.

                                 Barbara L. Fox
                     ---------------------------------------
                                  County Clerk
                                 By Jolene Lyon
                                     Deputy

                               Record and Mail to:
                     ---------------------------------------
                     ---------------------------------------


STATE OF OKLAHOMA,
                         (ACKNOWLEDGMENT FOR INDIVIDUAL)
Country of        Tulsa
          -----------------

On this 21st day of December , 1983 before me, the undersigned, a Notary Public,
in and for the County  and State  aforesaid,  personally  appeared  O.  Strother
Simpson to me known to be the identical person ...who subscribed the name of the
maker thereof to the foregoing  instrument as its President and  acknowledged to
me that he executed the same as his free and  voluntary  act and deed and as the
free and  voluntary act and deed of such  corporation  for the uses and purposes
therein set forth.  ____________________________ Given under my hand and seal of
office, the day and year last above written.

                                                               Bunny
                                                   ----------------------------
                                                             Notary Public
My commission expires      3/7/84
                      -------------------------------

                                       6



Lease #2

                                OIL AND GAS LEASE
                                -----------------
275675                                                                      442
- --------------------------------------------------------------------------------
AGREEMENT, Made and entered into this 21st day of December, 1983, by and between
The Home-Stake  Royalty  Corporation,  507 Philtower  Building,  Tulsa, OK 74103
lessor (whether one or more) and R. D. T. Properties, P. O. Box 52400, Tulsa, OK
74152, lessee.

Witnesseth,  That the said lessor,  for and in  consideration  on TEN and no/100
($10.00) DOLLARS, cash in hand paid, receipt of which is hereby acknowledged and
of the convenants and agreements  hereinafter contained on the part of lessee to
be paid, kept and performed,  has granted,  demised, leased and let and by these
presents does grant,  demise,  lease and let unto the said lessee,  for the sole
and only purpose of  exploring  by  geophysical  and other  methods,  mining and
operating for oil (including but not limited to distillate and condensate),  gas
(including casinghead gas and helium and all other constituents), and for laying
pipe lines,  and building  tanks,  power  stations and  structures  thereon,  to
produce,  save and take care of said  products,  all that certain tract of land,
together  with any  reversionary  rights  therein,  situated  in the  County  of
Okfuskee, State of Oklahoma, described as follows, to-wit:

Southwest  Quarter (SW/4 and the South Half of the southeast  Quarter (S/2 SE/4)
limited to the  production  of oil & gas and other  minerals from the surface of
said tract down to and  including  the Senora sand,  usually  found a depth from
surface down to 1750 feet of Section 23,  Township 10N, Range 8E, and containing
240 acres, more or less.

Subject to other provisions herein,  this lease shall remain in force for a term
of 3 years from date (primary  term),  and as long there after as oil or gas, or
either of them, is produced in paying  quantities  from said land by the lessee.
In consideration of the premises the said lessee covenants and agrees:

1st. To deliver to the credit of lessor free of cost,  in the pipe line to which
it may  connect its wells,  or at the option on the  lessor,  to deliver to such
pipe line as it may elect,  the part of all oil  (including  but not  limited to
condensate and distillate produced and saved from the leased premises.

2nd.  To deliver to the  credit of lessor,  free of cost,  into the pipe line to
which the well or wells may be  connected  by  lessee,  or at the  option of the
lessor,  to such  pipe line as it may  direct,  part of all gas,  including  its
constituents,  produced  and saved from the leased  premises.  During any period
(whether before or after  expiration of the primary term hereof) when gas is not
being so sold or used and the well or wells are shut in and there is no  current
production of oil or operations on said leased premises  sufficient to keep this
lease in force,  lessee  shall pay or tender a royalty  of Twenty  Five  Dollars
($25.00)  per year per net royalty  acre  retained  hereunder,  such  payment or
tender to be made, on or before the expiration of ninety (90) days from the date
such well is shut in and thereafter on the same date annually  during the period
such well is shut in, to the royalty owners. When such payment or tender is made
it will be  considered  that gas is being  produced  within  the  meaning of the
entire  lease.  However,  lessee may not keep this lease in force by making such
shut-in  payments for more than three (3) years beyond the primary term.  Lessor
shall  have the  privilege  at his risk and  expense of using gas from any well,
producing gas only,  on the leased  premises for stoves and inside lights in the
principal  dwelling  thereon out of any  surplus  gas not needed for  operations
hereunder.

                                       7


If no well be  commenced  on said land on or before the 21st day of  December 84
this lease shall  terminate as to both  parties,  unless the lessee on or before
that date shall pay or tender to the lessor or to the lessor's credit in the The
First  National  Bank and Trust Company of Tulsa Bank or its  successors,  which
shall continue as the depository  regardless of changes in the ownership of said
land, the sum of $240.00 DOLLARS,  in currency,  draft, or lessee's check, which
shall operate as rental and cover the privilege of deferring the commencement of
a well for twelve months from said date.  Tender may be made either to lessor in
person or by mailing  the same to lessor at his last known  address,  or to said
depository bank on or before the date on which said rental is due hereunder.  In
like manner and upon like payments or tenders the  commencement of a well may be
further  deferred for periods of the same number of months  successively  during
the primary term. And it is understood and agreed that the  consideration  first
recited herein,  the down payment,  covers not only the privilege granted to the
date when said first  rental is payable,  as  aforesaid,  but also the  lessee's
option of extending that period as a foresaid, and any and all rights conferred.

Should the first well drilled on the above  described land, or on acreage pooled
therewith,  within twelve  months from the  expiration of the last rental period
for which rental has been paid,  this lease shall  terminate as to both parties,
unless  payment of rentals as above  provided  is  resumed,  in which  event the
provisions hereof governing the payment of rentals and the effect thereof, shall
continue in force just as thought there had been no  interruption  in the rental
payments.  If the lessee shall  commence to drill a well within the term of this
lease or any extension thereof, or on acreage pooled therewith, the lessee shall
have the right to drill such well to completion  with  reasonable  diligence and
dispatch,  and if oil or gas, or either of them, be found in paying  quantities,
this lease shall  continue  and be in force with like effect as if such well had
been completed  within the term of years first  mentioned.  "Commence to drill a
well"  shall be deemed to be  commenced  when the actual  drilling of a hole has
been commenced with a drilling rig capable of drilling to the total depth of the
proposed well.

Lessee,  at its option, is hereby given the right to pool or combine the acreage
covered by this lease or any portion thereof with other land, lease or leases in
the immediate  vicinity  thereof,  when in lessee's  judgment it is necessary or
advisable to do so in order to properly  develop and operate said lease premises
so as to promote  the  conservation  of oil and gas in and under and that may be
produced from said premises, such pooling to be tracts contiguous to one another
and to be into a unit or units  which  shall not  substantially  exceed 80 acres
each in the  event of an oil  well,  or into a unit or  units  which  shall  not
substantially exceed 640 acres each in the event of a gas well, plus a tolerance
of ten  percent  (10%).  Lessee  shall  execute  in  writing  and  record in the
conveyance  records of the county in which the land herein leased is situated an
instrument  identifying and describing the pooled acreage. The entire acreage so
pooled  into a tract or unit  shall be  treated,  for all  purposes  except  the
payment of royalties on production  from the pooled unit, as if it were included
in this lease. If production is found on the pooled acreage, it shall be treated
as if production is had from this lease, whether the well or wells be located on
the premises  covered by this lease or not. In lieu of the  royalties  elsewhere
herein specified, lessor shall received on production from a unit so pooled only
such  portion of the  royalty  stipulated  herein as the  amount of his  acreage
placed in the unit or his royalty  interest therein on an acreage basis bears to
the total acreage so pooled in the particular  unit  involved.  Anything in this
lease to the contrary not  withstanding,  in the event only a part, or parts, of
the land  covered  by this  lease is pooled or  consolidated  with other land or
lands,  operations on or production from such pooled unit or units will maintain
this lease in force only as to the land covered hereby which is included in such
unit or units,  and only as to the strata or stratum  from which  production  of
oil,  liquid  hydrocarbons,  gas or their  respective  constituent  products  is


                                       8


obtained by the unit well or wells.  This lease may be maintained in force as to
any land  covered  hereby and not  included  in such unit or units in any manner
provided for in this lease,  provided that if it be by rental payments,  rentals
shall be reduced in the  proportion  that the number of acre covered  hereby and
included in such unit or units bears to the total acreage  covered  hereby.  The
foregoing provisions regarding acreage covered by this lease which shall be held
by drilling  operations on or production from any pooled unit or units shall not
be  altered  or  amended  by any  pooling,  unitization  or  like  agreement  or
instrument, or any amendment thereto or ratification or acknowledgement thereof,
unless same shall be  specifically  designated as an amendment of this paragraph
of this lease.  If any State,  U.S., or other  governmental  agency or authority
shall grant or create a unit, or units,  of which this  leasehold  acreage may e
apart and which has an acres-per-wells  ratio in excess of 80 acres per well for
an oil unit or 640  acres  per  well for a gas  unit,  plus a  tolerance  of ten
percent (10%),  Lessor and Lessee agree, as part of the  consideration  for this
lease, that Lessor's interest shall  nevertheless be calculated as if said unit,
or units,  contained the number of acres  calculated by using an  acres-per-well
ratio of 80 acres per well for an oil unit or 640 acres per well for a gas unit,
regardless of the actual acres contained in said unit or units.

If said lessor owns a less interest in the above  described land that the entire
and undivided fee simple estate  therein,  then the royalties and rentals herein
provided  shall be paid to the lessor only in the  proportion its interest bears
to the whole and undivided fee.

When requested by the lessor,  lessee shall bury his pipelines below plow depth,
or below 30", whichever is deeper. No well shall be drilled nearer than 200 feet
to the house or barn now on said  premises,  without the written  consent of the
lessor.

In the event a well or wells producing oil or gas in paying quantities should be
brought in on adjacent land and draining the leased  premises,  Lessee agrees to
drill such offset wells as a reasonably  prudent  operator would drill under the
same or similar circumstance. If oil or gas is discovered on the land covered by
this lease,  or on land pooled  therewith,  Lessee agrees to further develop the
land covered by this lease as a reasonable and prudent  operator would under the
same or similar circumstance.

Lessee shall pay for all damages  caused by its  operations  to growing crops on
said land.

Lessee  shall have the right at any time  before or within six months  after the
expiration  of this lease to remove all  machinery  and  fixture  placed on said
premises, including the right to draw and remove casing.

If the estate of either party hereto is assigned, and the privilege of assigning
in whole or in part is expressly  allowed,  the covenants hereof shall extend to
their heirs, executors, administrators,  successors or assigns, but no change in
the ownership of the land or assignment of rentals or royalties shall be binding
on the lessee until after the lessee has been furnished with a written  transfer
or assignment or a true copy thereof,  and it is hereby agreed in the event this
lease shall be assigned as to a part or parts of the above  described  lands and
assignee or  assignees  of such part or parts shall fail or make  default in the
payments of the  proportionate  part of the  rentals  due from it or them,  such
default  shall not operate to defeat or affect this lease in so far as it covers
a part or parts of the lands on which the said  lessee or any  assignee  thereof
shall make the payment on said rentals.  In case lessee  assigns this lease,  in
whole or in part,  lessee shall be relieved of all  obligations  with respect to
the assigned portion or portions arising subsequent to the date of assignment.

                                       9


All express or implied  covenants  of this lease shall be subject to all Federal
and State Laws,  Executive Orders,  Rules and Regulations,  and this lease shall
not be terminated,  in whole or in part, nor lessee held liable in damages,  for
failure to comply  therewith,  if compliance is prevented by, or such failure is
the result of and such Law, Order, Rule or Regulation.  The undersigned lessors,
for themselves and their heirs,  successors  and assigns,  hereby  surrender and
release all rights of dower and  homestead  in the  premises  herein  described,
insofar as said right of dower and  homestead may in any way affect the purposes
for which this lease is made as recited herein.

Lessor  hereby agrees that the lessee shall have the right at any time to redeem
from  lessor,  by  payment,  any  mortgages,  taxes or other  liens on the above
described land, in the event of default of payment by lessor,  and be subrogated
to the rights of the holder thereof.

- --------------------------------------------------------------------------------
IN TESTIMONY WHEREOF, we sign this the 21st day of December, 1983
                                       -----       --------- ----

ATTEST                          THE HOME-STAKE OIL & GAS COMPANY
- ---------------------           ---------------------------------------------

- ---------------------           ---------------------------------------------
W.C. Seal, Secretary            O. Strother Simpson, President

Tax ID 730288030
- ---------------------           ---------------------------------------------



                                       10



STATE OF OKLAHOMA,
                       (ACKNOWLEDGMENT FOR INDIVIDUAL) 443
County of
          --------------------------

Before me, the undersigned,  a Notary Public,  in and for said County and State,
on   this   ______   day  of   _____________,   19______   personally   appeared
_________________________________  personally  known  to me to be the  identical
person... who executed the within and foregoing instrument,  and acknowledged to
me that _____  executed the same as _________  free and  voluntary act and deed,
for the uses and purposes therein set forth.

IN WITNESS  WHEREOF,  I have  hereunto set my official  signature and affixed my
official seal the day and year first above written.

                                                      --------------------------
My commission expires                                            Notary Public
                      -------------------------------

- --------------------------------------------------------------------------------

STATE OF OKLAHOMA,
                         (ACKNOWLEDGMENT FOR INDIVIDUAL)
County of
         ---------------------

Before me, the undersigned,  a Notary Public,  in and for said County and State,
on this  day of , 19__  personally  appeared  personally  known  to me to be the
identical  person...  who  executed  the within and  foregoing  instrument,  and
acknowledged  to me that  executed the same as free and  voluntary act and deed,
for the uses and purposes therein set forth.

IN WITNESS  WHEREOF,  I have  hereunto set my official  signature and affixed my
official seal the day and year first above written.

                                                          ----------------------
My commission expires                                            Notary Public
                      -------------------------------

- --------------------------------------------------------------------------------

                                       11


                                   No. 275675

                                Oil and Gas Lease
                                      FROM
                     ---------------------------------------
                     ---------------------------------------

                                       TO
                     ---------------------------------------
                     ---------------------------------------


                                    Date , 19
                           Section , Township , Range
                                County, Oklahoma
                     ---------------------------------------

                           No. of Acres Term STATE OF
                               OKLAHOMA, County of
                                    Okfuskee
               This instrument was filed for record on the 11 day
                     ---------------------------------------
                                of January, 1984
                     ---------------------------------------
                      at 2:40 o'clock PM and duly recorded
                     ---------------------------------------
                           in book 682 page 442 of the
                     ---------------------------------------
                             records of this office.

                                 Barbara L. Fox
                     ---------------------------------------
                                  County Clerk
                                 By Jolene Lyon
                                     Deputy

                               Record and Mail to:
                     ---------------------------------------
                     ---------------------------------------


STATE OF OKLAHOMA,
                         (ACKNOWLEDGMENT FOR INDIVIDUAL)
Country of        Tulsa
          -----------------

On this 21st day of December , 1983 before me, the undersigned, a Notary Public,
in and for the County  and State  aforesaid,  personally  appeared  O.  Strother
Simpson to me known to be the identical person ...who subscribed the name of the
maker thereof to the foregoing  instrument as its President and  acknowledged to
me that he executed the same as his free and  voluntary  act and deed and as the
free and  voluntary act and deed of such  corporation  for the uses and purposes
therein set forth.  ____________________________ Given under my hand and seal of
office, the day and year last above written.


                                                                    Bunny
                                                            -------------------
                                                                Notary Public

My commission expires      3/7/84
                      ------------------

                                       12