ARABIAN SHIELD DEVELOPMENT COMPANY

                    10830 North Central Expressway, Suite 175
                                Dallas TX, 75231
                                 (214) 692-7872


                                                               November 15, 1996


Sheikh Fahad Al-Athel
P.O. Box 4900
Riyadh 11412
Saudi Arabia

Dear Sheikh Fahad Al-Athel:

         Arabian Shield Development Company, a Delaware Corporation, agrees to
sell you Four Hundred Fifty Thousands Shares (450,000) of its authorized and
unissued common stock, par value $.10 per share, and you agree to purchase such
shares at the price of 1.00 Dollar (one) per share. Payment for these shares
shall be made on the following schedule:

                  $100,000 to be paid on the date of your signing; and
                  $100,000 monthly thereafter.

         These shares have not been registered under the United States
Securities Act of 1933 (the "Act"), as amended, and are being sold to you in
reliance upon one or more exemptions from the registration requirements of the
Act, including but not limited to, the exemptions set forth in Regulation S
relating to offers and sales made outside the United States of America.

         By your execution of this letter agreement, you represent to the
Company as follows:

1.       You are not a citizen or resident of the United States of America;

2.       You are purchasing the shares for your own account for investment and
         not with a view to the resale or distribution of the shares within, or
         to citizens or residents of, the United States of America;

3.       You are not purchasing the shares for the account or benefit or a
         citizen or resident of the United States of America or any partnership
         or corporation organized or incorporated under the laws of any
         jurisdiction in the United States of America;



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Sheikh Fahad Al-Athel
Page 2
November 15, 1996


4.       At the time you are executing this letter agreement, you are outside
         the United States of America;

5.       You have received or have had access to all information you consider
         necessary or advisable in order to enable you to make an informed
         decision concerning your purchase of the shares; and

6.       You have such knowledge and experience in business and financial
         matters that you are capable of evaluating the merits and risks or
         investing in the shares, and you are able to bear the economic risk of
         investing in the shares.

         You further agree that the shares may not be offered for sale, sold, or
otherwise disposed of within or to United States citizens or residents unless
the shares are subsequently registered under the Act or an exemption from
registration is available. The certificate representing the shares will contain
a restrictive legend with respect to the foregoing. In the event that by reason
of your acquisition of the shares you are required to make any filings pursuant
to the United States Securities Exchange Act of 1934, as amended, the
certificate representing the shares will not be issued to you until all
applicable filing requirements have been satisfied.

                                       Very truly yours,

                                       ARABIAN SHIELD DEVELOPMENT COMPANY


                                       By: /s/ Hatem El-Khalidi
                                          --------------------------------------

AGREED TO:

By: /s/ Sheikh Fahad Al-Athel
   -------------------------------
Date: November 30, 1996
     -----------------------------


Source: OneCLE Business Contracts.