

                          Exhibit 10.2
                                
                      C.R. ANTHONY COMPANY
                                
            AMENDED SEVERANCE COMPENSATION AGREEMENT


     This Amended Severance Compensation Agreement is entered
into as of this 31st day of May, 1996, between C.R. Anthony
Company, an Oklahoma corporation (the "Company"), and William A.
North ("North").

     WHEREAS, the Company and North entered into that certain
North Severance Compensation Agreement dated as of April 1, 1995
(the "1995 Agreement"); and

     WHEREAS, the Company and North desire to amend and restate
in its entirety the 1995 Agreement;

     NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to restate and amend in
its entirety the 1995 Agreement as follows:

     1.   Definitions.  For purposes of this Agreement, the
following capitalized terms shall have the following meanings:

          (a)  "Cause" shall mean (i) committing fraud, theft,
     misappropriation, embezzlement, larceny or other felony,
     willful misconduct, gross malfeasance or breach of trust by
     North resulting or intended to result directly or indirectly
     in gain or personal enrichment to North at the expense of
     the Company, (ii) committing any other crime involving moral
     turpitude which materially impairs North's ability to
     perform his duties or the business reputation of the
     Company, or (iii) continued and deliberate failure by North
     to substantially perform North's employment duties with the
     Company.  However, anything in the preceding sentence to the
     contrary notwithstanding, "Cause" shall not include the
     following: (i) any act or omission that was the result
     solely of poor business judgement or simple negligence; (ii)
     any act or omission believed by North in good faith to have
     been in or not opposed to the interests of the Company;
     (iii) any act or omission in respect of which North met the
     applicable standard of conduct for indemnification against
     liabilities and expenses under the Company's Certificate of
     Incorporation; or (iv) any act or omission which occurred
     more than 12 months prior to the Company's giving to North
     the Notice of Intended Termination for Cause (as defined in
     Section 3), unless the commission of such act or omission
     was not at the time of commission or omission known to a
     majority of the members of the Board of Directors of the
     Company, in which case more than 12 months from the date the
     commission or omission was known by a majority of the
     members of the Board of Directors.

          (b)  "Corporate Transaction" shall mean a lease or sale
     of all or substantially all of the Company's assets or a
     merger, consolidation or reorganization in which the Company
     is not the surviving entity.

          (c)  "Death" shall mean the death of North.

          (d)  "Disability" shall have the same meaning as is
     then applicable under the Company's welfare benefit plan
     governing long term disability income payments.  If no such
     plan is in effect at the time of any determination of
     Disability, then Disability shall mean North's absence as a
     result of physical or mental illness from his duties with
     the Company on a full-time basis for six months and provided
     that within 30 days after written notice of termination is
     thereafter given by the Company to North as provided in
     Section 3 North shall not have returned to the full-time
     performance of North's duties with the Company.

          (e)  "Good Reason" shall mean the occurrence of any of
     the following without North's prior written consent:

               (i)  Except as mutually agreed to by the Company
          and North, the assignment to North by the Company of
          duties that constitute a substantial reduction or
          diminishment of the importance of North's position,
          duties, responsibilities and status with the Company,
          or a change in North's titles or offices that
          constitutes a substantial reduction or diminishment of
          importance of North's titles or offices;

               (ii) A substantial reduction by the Company in
          North's base salary as in effect on the date hereof or
          as the same may be increased from time to time during
          the term of this Agreement, other than as follows:
          North's base salary for any fiscal year may be reduced
          without giving rise to "Good Reason" if the base salary
          of substantially all of the executive officers of the
          Company and the members of the Operating Committee,  or
          similar successor committee or equivalent management
          personnel  (such committees and management personnel
          being collectively hereinafter referred to as the
          "Operating Committee") experience a percentage
          reduction in base salary for such fiscal year that is
          not more than 10 percentage points less than the
          percentage reduction in the base salary of North for
          such fiscal year, unless the effect of such reduction
          is to reduce North's base salary to less than 80% of
          his base salary as in effect on the date hereof (in
          which case such reduction shall constitute "Good
          Reason");

               (iii)     The failure by the Company to permit
          North (a) to participate in any bonus or other cash or
          equity incentive compensation plan, program or
          arrangement made generally available to members of the
          Operating Committee of the Company and in which North
          is entitled to participate and (b) to have performance
          goals, if applicable, and target bonus or other
          incentive awards under any such plan program or
          arrangement that are reasonable in relation to the
          performance goals and awards established for members of
          the Operating Committee.

               (iv) The failure by the Company to permit North to
          participate in any retirement plan or arrangement or
          any insurance or other welfare benefit plan or
          arrangement made generally available to members of the
          Operating Committee of the Company and in which North
          is entitled to participate on a basis reasonable in
          relation to the basis on which the other members of the
          Operating Committee of the Company are eligible to
          participate;

               (v)  The relocation of the site from which North
          is to perform his principal duties to any place 50 or
          more miles outside of Oklahoma City, Oklahoma, except
          in connection with the contemporaneous relocation of
          the Company's principal executive offices and except
          for required travel by North on the Company's business
          to an extent substantially consistent with North's
          business travel obligations as of the date hereof; or

               (vi) The failure by the surviving or successor
          entity in a Corporate Transaction to assume or
          otherwise be liable for the obligations of the Company
          under this Agreement.

          (f)  "Restriction Period" shall mean the period of two
     years after the occurrence of a Severance Event, commencing
     on the Termination Date.
                                             
          (g)  "Retirement" shall mean the termination by the
     Company or North of North's employment based on North's
     having reached age 65 or such other age as shall have been
     fixed in any arrangement established with North's consent
     with respect to North.

          (h)  "Severance Event" shall mean  the  occurrence  of
     any  of  the  following:

               (i)  The Termination by North of his employment
          with the Company for Good Reason in the manner set
          forth in Section 4; or

               (ii) The termination by the Company of North's
          employment with the Company other than as a result of
          the Death, Disability or Retirement of North or other
          than for Cause in the manner set forth in Section 3.

          (i)  "Termination Date" shall mean the date on which
     this Agreement terminates after and as a result of a
     Severance Event.

     2.   Term. This Agreement shall commence as of the date
hereof and shall continue in effect through March 31, 2002;
provided, however, that commencing on April 1, 2002 and on each
April I thereafter, the terms of this Agreement shall
automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company shall
give written notice to North that it does not wish to extend this
Agreement.  In addition, this Agreement shall automatically
terminate following: (i) the termination by the Company of
North's employment with the Company as a result of Death,
Disability or Retirement or for Cause in the manner provided in
Section 3; (ii) the resignation or other termination by North of
his employment with the Company other than for Good Reason; or
(iii) the payment in full by the Company of any Severance Payment
(as defined in Section 5) required to be paid by the Company
pursuant to the terms of this Agreement.  Upon termination of
this Agreement, North shall have no right to any payments
pursuant to this Agreement other than the payment of all or any
portion of the Severance Payment, if any, that was payable to
North pursuant to the terms of this Agreement prior to the
termination of this Agreement.

     3.   Procedures for Termination of Employment By the
Company. Any termination of North's Employment by the Company as
a result of the Death, Disability or Retirement of the Employee
or for Cause shall be communicated in the case of Death,
Disability or Retirement by a "Notice of Termination" or in the
case of termination for Cause by a "Notice of Intended
Termination for Cause".  For purposes of this Agreement, a
"Notice of Termination" and a "Notice of Intended Termination for
Cause" shall mean a written notice which shall indicate those
specific provisions in this Agreement relied upon by the Company
and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of
North's employment under the provision so indicated.  Termination
of North's Employment on the basis of Death or Retirement shall
be deemed effective for purposes of the Agreement as the date of
death or retirement set forth in the Notice of Termination.
Termination of North's employment on the basis of Disability
shall be deemed effective for purposes of this Agreement 30 days
after Notice of Termination is given to North (provided that
North shall not have returned to the performance of North's
duties on a full-time basis during such 30-day period).  If the
termination of North's employment is for Cause, such termination
shall be deemed effective for purposes of this Agreement only
after the delivery to North of a copy of a resolution, duly
adopted by the affirmative vote of not less than three-fourths of
the outside members of the Company's Board of Directors then in
office at a meeting of the Board called and held for the purpose,
finding that North was guilty of conduct set forth in the Section
l(a) hereof constituting "Cause" and specifying the particulars
thereof in reasonable detail.  Any such meeting shall be held
following the delivery of the Notice of Intended Termination for
Cause and at a time calculated to provide reasonable notice to
North and an opportunity for North, together with North's
counsel, to be heard before the Board.

     4.   Procedures for Termination of Employment By North for
Good Reason.   North shall be entitled to terminate his
employment with the Company for Good Reason.  Any termination by
North of his employment with the Company for Good Reason shall be
communicated to the Company by a "Notice of Termination for Good
Reason", which Notice must be given within three months after the
occurrence of the event constituting Good Reason.  For purposes
of this Agreement, a "Notice of Termination for Good Reason"
shall mean a written notice which shall indicate those specific
provisions in this Agreement relied upon by North and which sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination by North of his employment with
the Company for Good Reason under the provision so indicated.
Termination by North of his employment for Good Reason shall be
deemed effective for purposes of this Agreement only if within 30
days following receipt by the Company of the Notice of
Termination for Good Reason the Company shall have failed to cure
the circumstances constituting Good Reason.

     5.   Severance Payment.

          (a)  Following the occurrence of a Severance Event, the
     Company shall pay to North in a lump sum, in cash, on the
     thirtieth day following the Termination Date, an amount
     equal to (i) North's total cash compensation for the twelve-
     month period immediately preceding the Severance Event plus
     (ii) the dollar amount of the annual incentive cash bonus
     then most recently paid to or earned by North by the Company
     multiplied by a fraction the numerator of which is the
     number of days elapsed in the Company's fiscal year to the
     Termination Date and the denominator of which is 365.  Such
     amount shall be referred to herein as a "Severance Payment."

          (b)  The Company shall not under any circumstances be
     required to make more than one Severance Payment to North
     pursuant to the terms of this Agreement.

          (c)  Anything herein to the contrary notwithstanding,
     any payments required to be made by the Company hereunder to
     North or his legal representatives shall be subject to
     withholding to the extent required under any applicable
     statutes, rules or regulations.

     6.   No Obligation to Mitigate Damages: No Effect on Other
Contractual Rights; No Right to Employment.

          (a)  North shall not be required to mitigate damages or
     the amount of any payment provided for under this Agreement
     by seeking other employment or otherwise, nor shall the
     amount of any payment provided for under this Agreement be
     reduced by any compensation earned by North as a result of
     employment by another employer, or otherwise.

          (b)  The provisions of this Agreement, and any payment
     provided for hereunder, shall be expressly in replacement of
     any cash benefits payable to North as a result of the
     termination for any reason of the employment of North under
     any and all employment, severance or agreements, plans,
     programs or arrangements of the Company, whether written or
     unwritten.  The effect of the termination of the employment
     of North on North's continuing participation in (and the
     costs to North of such participation) any insurance or other
     welfare benefit plans or arrangements maintained by the
     Company and on any outstanding stock options held by North
     shall be as provided in the plans, documents and agreements
     governing such plans, arrangements and stock options.

          (c)  Nothing in this Agreement shall confer to North a
     right to employment by the Company, and his employment by
     the Company may be terminated at any time and for any reason
     by the Company, subject only to any other express written
     agreements between North and the Company and to the
     Company's obligation to pay any sums payable to North
     pursuant to this Agreement.

     7.   Confidential Information; Nonsolicitation.

          (a)  Confidential Information.  Except as permitted or
     directed by Company's Board of Directors, during the term of
     this Agreement or at any time thereafter, North shall not
     divulge, furnish or make accessible to anyone or use in any
     way (other than in the ordinary course of Company's
     business) any confidential or secret knowledge or
     information of the Company which North has acquired or
     become acquainted with or will acquire or become acquainted
     with during the term of his employment, whether developed by
     himself or others, concerning any trade secrets or
     confidential, secret or proprietary information or plans,
     directly or indirectly useful in any aspect of the business
     of the Company, any customer or supplier lists of the
     Company, any confidential or secret development work of the
     Company or any other confidential information or secret or
     proprietary aspects of the business of the Company
     ("Confidential Information").  North acknowledges that the
     Confidential Information constitutes a unique and valuable
     asset of the Company and represents a substantial investment
     of time and expense by the Company, and that any disclosure
     or other use of any Confidential Information other than for
     the sole benefit of the Company would be wrongful and would
     cause irreparable harm to the Company.  The foregoing
     obligations of confidentiality shall not apply to any
     Confidential Information which is now published or which
     subsequently becomes generally publicly known other than as
     a direct or indirect result of the breach of this Agreement
     by North or which is required to be disclosed by North by
     order of any court or governmental agency or pursuant to any
     statute or governmental regulation.  This covenant shall not
     be construed to limit in any way North's obligation not to
     use or disclose Confidential Information.

          (b)  Nonsolicitation Covenants.

               (1)  While North is an employee of the Company and
     thereafter during the Restriction Period, without the
     Company's prior written approval, North shall not, directly
     or indirectly:  (i) employ, attempt to employ, solicit for
     employment by others or induce or attempt to influence a
     termination of employment by any of the Company's employees;
     (ii) induce or attempt to induce a consultant or other
     independent contractor to sever that person's relationship
     with the Company; or (iii) solicit, cause to be solicited or
     accept the disclosure of any Confidential Information for
     any purpose whatsoever or for any other party.

               (2)  If, in any judicial proceeding, a court shall
     refuse to enforce any provision of this Section 7(b) because
     the time limit is too long, the Company and North hereby
     expressly understand and agree that for the purpose of such
     proceeding, such time limitation shall be deemed reduced to
     the extent necessary to permit the enforcement of this
     Section 7(b).
               
               (3)  If, in any judicial proceeding, a court shall
     refuse to enforce any provision of this Section 7(b) because
     it is more extensive than necessary to effectuate the
     purposes of this Agreement, the Company and North expressly
     understand and agree that for the purpose of such
     proceeding, such limitation shall be deemed reduced to the
     extent necessary to permit the enforcement of the provisions
     of this Section 7(b).

          (c) Remedies.  North acknowledges and agrees that the
     restrictions set forth in this Section 7 are reasonable and
     necessary to protect the legitimate interests of the
     Company, that irreparable harm will be caused to the Company
     by a violation hereof, and that the Company therefore shall
     be entitled to injunctive and other equitable relief as
     appropriate in the event of a breach hereof by North;
     provided, however, that such remedy shall not be exclusive
     of any other legal remedies available to the Company.
     
     8.   Successor to the Company.  During the term hereof, the
Company will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to
North, expressly, absolutely and unconditionally to assume and
agree to this Agreement in the same manner and  to  the  same
extent that the Company would be required to perform it if no
such  succession  or  assignment had taken place.

     9.   Assignability.  Neither this Agreement nor any rights
of North hereunder shall be assignable or transferable by North;
provided, however this Agreement shall inure to the benefit of
and be enforceable by North's personal and legal representatives,
executors, administrators, successors, heirs, distributes,
devisee and legatees.  If North should die while any amounts are
still payable to him hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to North's devisee, legatee, or other
designee, or, if there be no such designee, to North's estate.

     10.  Notices.  For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, as follows:

          If to the Company:

               If by Delivery:

                    C.R. Anthony Company
                    701 N. Broadway
                    Oklahoma City, OK 73102
                    Attn: Chief Executive Officer


               If by Mail:

                    C.R. Anthony Company
                    P. O. Box 25725
                    Oklahoma City, Oklahoma 73125-0725
                    Attn: Chief Executive Officer

          If by mail or delivery to North:
                    

                    William A. North
                    4709 Doral Court
                    Oklahoma City, Oklahoma 73142

or such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

     11.  Miscellaneous  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a writing signed by North and the
Company.  No waiver by either party hereto at any time of any
condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or
subsequent time.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements
relating hereto, and no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth
expressly in this Agreement.  This Agreement shall be governed by
and construed in accordance with the laws of State of Oklahoma.
The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full
force and effect.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.

     12. Legal Fees and Expenses.  The Company and North shall
each pay their respective legal fees and expenses which may be
incurred in connection with this Agreement.

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


                                   C.R. ANTHONY COMPANY,
                                   an Oklahoma corporation



                                   By:/s/ John J. Wiesner
                                      John J. Wiesner,
                                        Chairman of the Board and
                                        Chief Executive Officer



                                   "NORTH"




                                          /s/ William A. North
                                          William A. North


