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               District Court for the Southern District of Texas, Houston
               Division, upon application of Seller or of Buyer, shall appoint
               an arbitrator to fill such position with the same force and
               effect as though such arbitrator had been appointed as
               hereinabove contemplated.

          (ii) The arbitration proceeding shall be conducted in Houston, Texas,
               in accordance with the Rules of the American Arbitration
               Association. A determination, award or other action shall be
               considered the valid action of the arbitrators if supported by
               the affirmative vote of two or three of the three arbitrators.
               The costs of arbitration (exclusive of attending the arbitration,
               and of the fees and expenses of legal counsel to such party, all
               of which shall be borne by such party) shall be shared equally by
               Buyers and Seller. The arbitration award shall be final and
               conclusive and shall receive recognition, and judgment upon such
               award may be entered and enforced in any court of competent
               jurisdiction.

                        ARTICLE 10.  EMPLOYMENT MATTERS

  10.1  Employment.  The full-time and part-time employees of Seller and its
subsidiaries, whether currently employed, or employed between the date hereof
and the Closing Date, are collectively referred to as the "CIMARRON EMPLOYEES".
As soon as reasonably practicable after the date of this Agreement, each Buyer
shall furnish Seller with a list of the names of each of the Cimarron Employees
to whom Buyer reasonably expect to extend offers of employment on the Closing
Date ("CONTINUING EMPLOYEES").

 10.2  Buyers' Responsibility for Cimarron Employees' Retirement and Other
Benefits.

          (i) Buyers will cause to be provided pension, medical, 401(k) plan and
              other benefits to all Continuing Employees from and after the
              Closing Date to the same extent provided to similarly situated
              employees of Buyers.

         (ii) Seller will retain responsibility for and continue to pay all
              medical, life insurance, disability and other welfare plan
              expenses and benefits for each Cimarron Employee with respect to
              claims incurred by such employees or their covered dependents
              under any benefit plan and subject to the terms thereof prior to
              the Closing Date. Expenses and benefits with respect to claims
              incurred by Continuing Employees or their covered dependents on or
              after the Closing Date shall be the responsibility of Buyers, in
              accordance with the Buyers' plans. For purposes of this paragraph,
              a claim is deemed incurred when, in accordance with a Buyer's
              plans, the services that are the subject of the claim are
              performed; provided, however, that in the case of life insurance,
              a claim is deemed incurred when the death occurs and in the case
              of long-term disability benefits, when the disability occurs. With
              respect to each Cimarron Employee who is not a Continuing Employee
              or such employee's dependent, the Seller shall be

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