Thor Energy Resources and Subsidiaries - Page 8

                                          8                                           
               *        *        *        *        *        *        *                
                    7.4  Loans Repaid.  Except as provided in Section                 
               8.4 below with respect to Intercompany Advances, all                   
               loans made by the Company to the Seller or any                         
               affiliate thereof, shall have been repaid in full,                     
               including all applicable interest.  All amounts                        
               reflected on the July 31 balance sheet as "Dividends                   
               Payable" shall be cancelled effective as of the date of                
               Closing.                                                               
               *        *        *        *        *        *        *                
                    8.4  Cancellations.  All amounts reflected in the                 
               July 31, 1988 Financial Statements of "Intercompany                    
               Advances" shall be cancelled, effective as of the date                 
               of Closing.                                                            
               *        *        *        *        *        *        *                
               Schedule 4.8:  Undisclosed contingent liabilities                      
               None.                                                                  
               *        *        *        *        *        *        *                
               Schedule 4.18:  Material changes since July 31, 1988                   
               None.                                                                  
               *        *        *        *        *        *        *                
               Schedule 4.20:  Intercompany documents                                 
               None.                                                                  


               S&B's July 31, 1988, financial statements indicate                     
          "intercompany accounts and investments" of negative $724,000.  No           
          "dividends payable" are reflected on S&B's July 31, 1988, balance           
          sheet.                                                                      
               On October 3, 1988, Thor announced publicly that it had                
          executed an agreement to sell the outstanding stock of S&B in               







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