Share Exchange Agreement

Share Exchange Agreement

by Pontotoc Production Inc
December 23rd, 1997

                     SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE AGREEMENT is made effective this 10th day of
December 1997, by and between Pontotoc Production, Inc., formerly Mahogany
Capital, Inc., a Nevada corporation ("Mahogany"), and Pontotoc Production
Company, Inc., a Texas corporation ("Pontotoc").

     WHEREAS, Mahogany desires to acquire all of the issued and outstanding
shares of common stock of Pontotoc in exchange for an aggregate of 3,165,000
authorized but unissued restricted shares of the common stock, $.0001 par
value, of Mahogany (the "Common Stock") (the "Exchange Offer"); and

     WHEREAS, Pontotoc desires to assist Mahogany in a business combination
which will result, if Pontotoc's shareholders desire to participate, in the
shareholders of Pontotoc owning approximately 84.4% of the then issued and
outstanding shares of Mahogany's Common Stock, and Mahogany holding 100% of
the issued and outstanding shares of Pontotoc's common stock; and

     WHEREAS, the voluntary share exchange contemplated hereby will result in
the Pontotoc shareholders tendering all of the outstanding common stock of
Pontotoc to Mahogany in exchange solely for the Common Stock and no other
consideration, which the parties hereto intend to treat as a reorganization
under I.R.C. Section 368(a)(1)(B).

     NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

                            ARTICLE 1
                      EXCHANGE OF SECURITIES

     1.1  Issuance of Shares.  Subject to all of the terms and conditions of
this Agreement, Mahogany agrees to offer 293.05556 shares of Common Stock for
each share of Pontotoc common stock issued and outstanding, or a total of
3,165,000 shares of Mahogany's Common Stock.  The Common Stock will be issued
directly to the shareholders of Pontotoc which accept the Exchange Offer. 
Schedule 1, which is attached hereto and incorporated herein by reference, is
a complete list of the shareholders of Pontotoc which sets forth the number of
shares each person owns in Pontotoc and the number of shares they will be
offered in Mahogany.

     1.2  Exemption from Registration.  The parties hereto intend that the
Common Stock to be issued by Mahogany to Pontotoc shareholders shall be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder.

     1.3  Investment Intent.  Prior to the consummation of the Exchange
Offer, the shareholders of Pontotoc accepting the Exchange Offer shall execute
Letters of Acceptance and such other documents containing, among other things,
representations and warranties relating to investment intent and investor
status, restrictions on transferability and restrictive legends such that the
counsel for both Mahogany and Pontotoc shall be satisfied that the offer and
sale of Mahogany shares as contemplated by this Agreement shall be exempt from
the registration requirements of the Act and any applicable state blue sky
laws.
                            ARTICLE 2
            REPRESENTATIONS AND WARRANTIES OF PONTOTOC

     Except as disclosed in Schedule 2 which is attached hereto and
incorporated herein by reference, Pontotoc hereby represents and warrants to
Mahogany that:

     2.1  Organization.  Pontotoc is a corporation duly organized, validly
existing, and in good standing under the laws of Texas, has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and is in good
standing in each of the jurisdictions where its business requires
qualification.

     2.2  Capital.  The authorized capital stock of Pontotoc consists of
50,000 shares of Common Stock, $.50 par value, of which 10,800 are currently
issued and outstanding.  All of the issued and outstanding shares of Pontotoc
are duly authorized, validly issued, fully paid, and nonassessable.  There are
no outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities, or other agreements or commitments
obligating Pontotoc to issue or to transfer from treasury any additional
shares of its capital stock of any class.
 
     2.3  Subsidiaries.  Pontotoc does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation) except as disclosed in Schedule 2.

     2.4  Directors and Officers.  Schedule 2 contains the names and titles
of all directors and officers of Pontotoc as of the date of this Agreement.

     2.5  Financial Statements. Pontotoc has delivered to Mahogany unaudited
balance sheets and statements of revenue and expenses on an income tax basis
for the years ended March 31, 1995, 1996 and 1997, and for the months April
through August, 1997 (the "Financial Statements").  The Financial Statements
are complete and correct in all material respects and have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods indicated.  The Financial Statements
accurately set out and describe the financial condition of the Company as of
August 31, 1997.

     2.6  Absence of Changes.  Since August 31, 1997, except for changes in
the ordinary course of business which have not in the aggregate been
materially adverse, to the best of Pontotoc's knowledge, Pontotoc has
conducted its business only in the ordinary course and has not experienced or
suffered any material adverse change in the condition (financial or
otherwise), results of operations, properties, business or prospects of
Pontotoc or waived or surrendered any claim or right of material value.

     2.7  Absence of Undisclosed Liabilities. Neither Pontotoc nor any of
its properties or assets are subject to any material liabilities or
obligations of any nature, whether absolute, accrued, contingent or otherwise
and whether due or to become due, that are not reflected in the financial
statements presented to Mahogany or have otherwise been disclosed to Mahogany.

     2.8  Tax Returns.  Within the times and in the manner prescribed by
law, Pontotoc has filed all federal, state and local tax returns required by
law, or has filed extensions which have not yet expired, and has paid all
taxes, assessments and penalties due and payable.

     2.9  Investigation of Financial Condition.  Without in any manner
reducing or otherwise mitigating the representations contained herein,
Mahogany and/or its attorneys shall have the opportunity to meet with
accountants and attorneys to
                               -2-

discuss the financial condition of Pontotoc.  Pontotoc shall make available to
Mahogany and/or its attorneys all books and records of Pontotoc.

     2.10 Trade Names and Rights.  Pontotoc does not use any trademark,
service mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.

     2.11 Compliance with Laws.  To the best of Pontotoc's knowledge,
Pontotoc has complied with, and is not in violation of, applicable federal,
state or local statutes, laws and regulations (including, without limitation,
any applicable building, zoning or other law, ordinance or regulation)
affecting its properties or the operation of its business, except for matters
which would not have a material affect on Pontotoc or its properties.

     2.12 Litigation.  Pontotoc is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation pending or, to the best knowledge of Pontotoc, threatened
against or affecting Pontotoc or its business, assets or financial condition,
except for matters which would not have a material affect on Pontotoc or its
properties.  Pontotoc is not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it.  Pontotoc is not
engaged in any lawsuit to recover any material amount of monies due to it.

     2.13 Authority.  Pontotoc has full corporate power and authority to
enter into this Agreement.  The board of directors of Pontotoc has taken all
action required to authorize the execution and delivery of this Agreement by
or on behalf of Pontotoc and the performance of the obligations of Pontotoc
under this Agreement.  No other corporate proceedings on the part of Pontotoc
are necessary to authorize the execution and delivery of this Agreement by
Pontotoc in the performance of its obligations under this Agreement.  This
Agreement is, when executed and delivered by Pontotoc, and will be a valid and
binding agreement of Pontotoc, enforceable against Pontotoc in accordance with
its terms, except as such enforceability may be limited by general principles
of equity, bankruptcy, insolvency, moratorium  and similar laws relating to
creditors' rights generally.

     2.14 Ability to Carry Out Obligations.  Neither the execution and
delivery of this Agreement, the performance by Pontotoc of its obligations
under this Agreement, nor the consummation of the transactions contemplated
under this Agreement will to the best of Pontotoc's knowledge:  (a) materially
violate any provision of Pontotoc's articles of incorporation or bylaws; (b)
with or without the giving of notice or the passage of time, or both, violate,
or be in conflict with, or constitute a material default under, or cause or
permit the termination or the acceleration of the maturity of, any debt,
contract, agreement or obligation of Pontotoc, or require the payment of any
prepayment or other penalties; (c) require notice to, or the consent of, any
party to any agreement or commitment, lease or license, to which Pontotoc is
bound; (d) result in the creation or imposition of any security interest,
lien, or other encumbrance upon any material property or assets of Pontotoc;
or (e) violate any material statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority to which Pontotoc is
bound or subject.

     2.15 Full Disclosure.  None of the representations and warranties made
by Pontotoc herein, or in any schedule, exhibit or certificate furnished or to
be furnished in connection with this Agreement by Pontotoc, or on its behalf,
contains or will contain any untrue statement of material fact.
                               -3-

     2.16 Assets.  Pontotoc has good and marketable title to all of its
tangible properties and such tangible properties are not subject to any
material liens or encumbrances.

     2.17 Material Contracts and Obligations. Attached hereto on Schedule 2
is a list of all agreements, contracts, indebtedness, liabilities and other
obligations to which Pontotoc is a party or by which it is bound that are
material to the conduct and operations of its business and properties, which
provide for payments to or by the Company in excess of $25,000; or which
involve transactions or proposed transactions between the Company and its
officers, directors, affiliates or any affiliate thereof.  Copies of such
agreements and contracts and documentation evidencing such liabilities and
other obligations have been made available for inspection by Mahogany and its
counsel.  All of such agreements and contracts are valid, binding and in full
force and effect in all material respects, assuming due execution by the other
parties to such agreements and contracts.

     2.18 Consents and Approvals.  No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Pontotoc in connection with:
(a) the execution and delivery by Pontotoc of this Agreement; (b) the
performance by Pontotoc of its obligations under this Agreement; or (c) the
consummation by Pontotoc of the transactions contemplated under this
Agreement.

                            ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF MAHOGANY

     Except as disclosed in Schedule 3 which is attached hereto and
incorporated herein by reference, Mahogany represents and warrants to Pontotoc
that:

     3.1  Organization.  Mahogany is a corporation duly organized, valid
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business. 

     3.2  Capitalization.  The authorized capital stock of Mahogany consists
of 100,000,000 shares of $.0001 par value Common Stock of which 1,250,000
shares of Common Stock are currently issued and outstanding, and 5,000,000
shares of $.0001 par value preferred stock of which no shares are issued and
outstanding.  All of the issued and outstanding shares of Common Stock are
duly authorized, validly issued, fully paid and nonassessable.  There are no
outstanding subscriptions, options, rights, warrants, convertible securities,
or other agreements or commitments obligating Mahogany to issue or to transfer
from treasury any additional shares of its capital stock of any class. 
Mahogany shareholders will surrender for cancellation a total of 665,000
shares of Mahogany common stock at the Closing.

     3.3  Subsidiaries.  Mahogany does not presently have any subsidiaries
or own any interest in any other enterprise (whether or not such enterprise is
a corporation).

     3.4  Directors and Officers.  Schedule 3 contains the names and titles
of all directors and officers of Mahogany as of the date of this Agreement.

     3.5  Financial Statements.  Mahogany has delivered to Pontotoc its
audited balance sheet and statements of operations and cash flows as of and
for the period ended December 31, 1996, and its unaudited balance sheet and
statements
                               -4-

of operations and cash flows as of and for the period ended September 30, 1997
(collectively the "Financial Statements").  The Financial Statements are
complete and correct in all material respects and have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods indicated. The Financial Statements
accurately set out and describe the financial condition and operating results
of the Company as of the dates, and for the periods, indicated therein.  As of
the Closing, the total liabilities of Mahogany shall not exceed zero.

     3.6  Absence of Changes.  Since September 30, 1997, except for changes
in the ordinary course of business which have not in the aggregate been
materially adverse, to the best of Mahogany's knowledge, Mahogany has not
experienced or suffered any material adverse change in its condition
(financial or otherwise), results of operations, properties, business or
prospects or waived or surrendered any claim or right of material value.

     3.7  Absence of Undisclosed Liabilities.  Neither Mahogany nor any of
its properties or assets are subject to any liabilities or obligations of any
nature, whether absolute, accrued, contingent or otherwise and whether due or
to become due, that are not reflected in the financial statements presented to
Pontotoc.

     3.8  Tax Returns.  Within the times and in the manner prescribed by
law, Mahogany has filed all federal, state and local tax returns required by
law and has paid all taxes, assessments and penalties due and payable.

     3.9  Investigation of Financial Condition.  Without in any manner
reducing or otherwise mitigating the representations contained herein,
Pontotoc shall have the opportunity to meet with Mahogany's accountants and
attorneys to discuss the financial condition of Mahogany.  Mahogany shall make
available to Pontotoc all books and records of Mahogany.

     3.10 Trade Names and Rights.  Mahogany does not use any trademark,
service mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.

     3.11 Compliance with Laws.  To the best of Mahogany's knowledge,
Mahogany has complied with, and is not in violation of, applicable federal,
state or local statutes, laws and regulations (including, without limitation,
any applicable building, zoning, or other law, ordinance, or regulation)
affecting its properties or the operation of its business or with which it is
otherwise required to comply.

     3.12 Litigation.  Mahogany is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of Mahogany, threatened
against or affecting Mahogany or its business, assets, or financial condition. 
Mahogany is not in default with respect to any order, writ, injunction, or
decree of any federal, state, local, or foreign court, department agency, or
instrumentality.  Mahogany is not engaged in any legal action to recover
moneys due to it.

     3.13 No Pending Investigation.  Mahogany is not aware of any pending
investigations or legal proceedings by the SEC, any state securities
regulatory agency, or any other governmental agency regarding Mahogany or any
officers or directors of Mahogany or any shareholders or controlling persons
of such shareholders.

     3.14 Authority.  Mahogany has full corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this
                               -5-

Agreement.  The Board of Directors of Mahogany has taken all action required
to authorize the execution and delivery of this Agreement by or on behalf of
Mahogany, the performance of the obligations of Mahogany under this Agreement
and the consummation by Mahogany of the transactions contemplated under this
Agreement.  No other corporate proceedings on the part of Mahogany are
necessary to authorize the execution and delivery of this Agreement by
Mahogany in the performance of its obligations under this Agreement.  This
Agreement is, and when executed and delivered by Mahogany, will be a valid and
binding agreement of Mahogany, enforceable against Mahogany in accordance with
its terms, except as such enforceability may be limited by general principles
of equity, bankruptcy, insolvency, moratorium and similar laws relating to
creditors rights generally.

     3.15 Ability to Carry Out Obligations.  Neither the execution and
delivery of this Agreement, the performance by Mahogany of its obligations
under this Agreement, nor the consummation of the transactions contemplated
under this Agreement will, to the best of Mahogany's knowledge:  (a) violate
any provision of Mahogany's articles of incorporation or bylaws; (b) with or
without  the giving of notice or the passage of time, or both, violate, or be
in conflict with, or constitute a default under, or cause or permit the
termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of Mahogany, or require the payment of any prepayment
or other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which Mahogany is bound; (d)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Mahogany;  or (e) violate any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which Mahogany is bound or subject.

     3.16 Validity of Mahogany Shares.  The shares of Mahogany Common Stock
to be delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.

     3.17 Full Disclosure.  None of the representations and warranties made
by Mahogany herein, or in any exhibit, certificate or memorandum furnished or
to be furnished by Mahogany, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.

     3.18 Assets.  Mahogany does not have any assets.

     3.19 Material Contracts and Obligations. Except for its agreement with
Corporate Stock Transfer, Mahogany has no material contracts to which it is a
party or by which it is bound.

     3.20 Consents and Approvals.  No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Mahogany in connection with:
(a) the execution and delivery by Mahogany of its obligations under this
Agreement; (b) the performance by Mahogany of its obligations under this
Agreement; or (c) the consummation by Mahogany of the transactions
contemplated by this Agreement.

     3.21 Real Property.  Mahogany does not own, use or claim any interest
in any real property, including without limitation any license, leasehold or
any similar interest in real property.
                               -6-

                            ARTICLE 4
                            COVENANTS

     4.1  Investigative Rights.  From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same.  Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request.  If the transaction contemplated hereby is not
completed, all documents received by each party and/or its attorneys and
accountants, auditors or other authorized representatives shall be returned to
the other party who provided same upon request.  The parties hereto, their
directors, employees, agents and representatives shall not disclose any of the
information described above unless such information is already disclosed to
the public, without the prior written consent of the party to which the
confidential information pertains.  Each party shall take such steps as are
necessary to prevent disclosure of such information to unauthorized third
parties.

     4.2  Conduct of Business.  Prior to the Closing, Mahogany and Pontotoc
shall each conduct its business in the normal course, and shall not sell,
pledge, or assign any assets, without the prior written approval of the other
party, except in the regular course of business or as contemplated in
previously disclosed contractual obligations.  Neither Mahogany nor Pontotoc
shall amend its Articles of Incorporation or Bylaws, declare dividends, redeem
or sell stock or other securities, incur additional or newly-funded
liabilities, acquire or dispose of fixed assets, change employment terms,
enter into any material or long-term contract, guarantee obligations of any
third party, settle or discharge any balance sheet receivable for less than
its stated amount, pay more on any liability than its stated amount, or enter
into any other transaction other than in the regular course of business except
as otherwise contemplated herein.

                           ARTICLE 5
         CONDITIONS PRECEDENT TO MAHOGANY'S PERFORMANCE

     5.1  Conditions.  The obligations of Mahogany hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions set forth
in this Article 5.  Mahogany may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Mahogany of any other condition of or
any of Mahogany's other rights or remedies, at law or in equity, if Pontotoc
shall be in default of any of their representations, warranties, or covenants
under this Agreement.

     5.2  Accuracy of Representations.  Except as otherwise permitted by this
Agreement, all representations and warranties by Pontotoc in this Agreement or
in any written statement that shall be delivered to Mahogany by Pontotoc under
this Agreement shall be true and accurate on and as of the Closing Date as 
though made at that time.

     5.3  Performance.  Pontotoc shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it, on or before the Closing Date.

     5.4  Acceptance by Pontotoc Shareholders.  The holders of not less than
95% of the issued and outstanding shares of common stock of Pontotoc shall
have agreed to exchange their shares for shares of Mahogany Common Stock.
                               -7-

     5.5  Absence of Litigation.  No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been 
instituted or threatened against Pontotoc on or before the Closing Date.

     5.6  Officer's Certificate.  Pontotoc shall have delivered to Mahogany a
certificate, dated the Closing Date, and signed by the Chief Executive Officer
of Pontotoc, certifying that each of the conditions specified in Sections 5.2
through 5.5 hereof have been fulfilled.

                           ARTICLE 6
         CONDITIONS PRECEDENT TO PONTOTOC'S PERFORMANCE

     6.1  Conditions.  Pontotoc's obligations hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth 
in this Article 6.  Pontotoc may waive any or all of these conditions in 
whole or in part without prior notice; provided, however, that no such waiver
of a condition shall constitute a waiver by Pontotoc of any other condition 
of or any of Pontotoc's rights or remedies, at law or in equity, if Mahogany
shall be in default of any of its representations, warranties, or covenants
under this Agreement.

     6.2  Accuracy of Representations.  Except as otherwise permitted by this
Agreement, all representations and warranties by Mahogany in this Agreement or
in any written statement that shall be delivered to Pontotoc by Mahogany under
this Agreement shall be true and accurate on and as of the Closing Date as 
though made at that time.

     6.3  Performance.  Mahogany shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by them, on or before the Closing Date.

     6.4  Absence of Litigation.  No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been 
instituted or threatened against Mahogany on or before the Closing Date.

     6.5  Directors Mahogany.  Effective on the Closing, Mahogany shall have
fixed the size of its Board of Directors at five (5) persons, and such Board
of Directors shall include James Robby Robson, Jr., Todd Robson, James Robson,
Sr., Bill G. Cantrell, and Brian K. Gourley.  The current Officers and
Directors of Mahogany shall have submitted their resignations as the Officers
and Directors of Mahogany effective on the Closing of this transaction.

     6.6  Officers of Mahogany.  Effective on the Closing, Mahogany shall have
elected the following new Officers of Mahogany:

     James Robby Robson, Jr.       -   President and Chief Executive Officer
     Todd Robson                   -   Vice President, Secretary and Treasurer
     James Robson, Sr.             -   Vice President

     6.7  Cancellation of Shares.  Mahogany shareholders will surrender for
cancellation certificates requesting a total of 665,000 shares of Mahogany 
common stock.

     6.8  Officers' Certificate.  Mahogany shall have delivered to Pontotoc a
certificate, dated the Closing Date and signed by the President of Mahogany
certifying that each of the conditions specified in Sections 6.2 through 6.7 
have been fulfilled.
                               -8-

     6.9  Name Change.  Mahogany shall have changed its name to such  name as
Pontotoc shall have requested (assuming availability of that name in Nevada)
and shall have adopted the 1997 Incentive Stock Option Plan desired by
Pontotoc.

                            ARTICLE 7
                             CLOSING

     7.1  Closing.  The Closing of this transaction shall be held at the
offices of Krys Boyle Freedman Scott & Sawyer, P.C., 600 Seventeenth Street,
Suite 2700 South Tower, Denver, Colorado 80202, or such other place as shall
be mutually agreed upon, on such date as shall be mutually agreed upon by the
parties, but in no event shall the Closing be later than December 12, 1997. 
At the Closing:

     7.2  Pontotoc shall deliver Letters of Acceptance and the certificates
representing the shares of Pontotoc held by the shareholders of Pontotoc
accepting the Exchange Offer ("Accepting Shareholders") to Mahogany.

     7.3  Each Accepting Shareholder shall receive a certificate or
certificates representing the number of shares of Mahogany Common Stock for
which the shares of Pontotoc common stock shall have been exchanged.  

     7.4  Mahogany shall deliver an officer's certificate, as described in
Section 6.8 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Mahogany are true and correct as of, or have been fully performed and complied
with by, the Closing Date.

     7.5  Mahogany shall deliver a signed Consent and/or Minutes of the
Directors of Mahogany approving this Agreement and each matter to be approved
by the Directors of Mahogany under this Agreement.

     7.6  Pontotoc shall deliver an officer's certificate, as described in
Section 5.6 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Pontotoc are true and correct as of, or have been fully performed and complied
with by, the Closing Date.

     7.7  Pontotoc shall deliver a signed Consent or Minutes of the
Directors of Pontotoc approving this Agreement and each matter to be approved
by the Directors of Pontotoc under this Agreement.

     7.8  Mahogany shareholders shall deliver for cancellation certificates
representing 665,000 shares of Mahogany common stock.

                            ARTICLE 8
                          MISCELLANEOUS

     8.1  Captions and Headings.  The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.

     8.2  No Oral Change.  This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but it can be changed by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
                               -9-

     8.3  Non-Waiver.  Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.

     8.4  Time of Essence.  Time is of the essence of this Agreement and of
each and every provision hereof.

     8.5  Entire Agreement.  This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.

     8.6  Choice of Law.  This Agreement and its application shall be
governed by the laws of the State of Nevada, except to the extent its conflict
of laws provisions would apply the laws of another jurisdiction. 

     8.7  Notices.  All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:

     Mahogany:

          Pontotoc Production, Inc.
          5770 South Beech Court
          Greenwood Village, Colorado  80121

     with a copy to:

          Jon D. Sawyer, Esq.
          Krys Boyle Freedman & Sawyer, P.C.
          600 Seventeenth Street, Suite 2700 South Tower
          Denver, Colorado 80202

     Pontotoc:

          Pontotoc Production Company, Inc. 
          808 East Main
          Ada, Oklahoma  74820

     with a copy to:

          John A. Spinuzzi, Esq.
          P.O. Box 50958
          Denton, Texas  76206
                               -10-

     8.8  Binding Effect.  This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.

     8.9  Mutual Cooperation.  The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.

     8.10 Brokers.  The parties hereto represent and agree that no broker
has brought about the aforementioned transaction.  Each of the parties hereto
shall indemnify and hold the other harmless against any and all claims,
losses, liabilities or expenses which may be asserted against it as a result
of its dealings, arrangements or agreements with any broker or person, except
as described in this paragraph.

     8.11 Announcements.  Mahogany and Pontotoc will consult and cooperate
with each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.

     8.12 Expenses.  Pontotoc and Mahogany agree that Pontotoc has deposited
$5,000 in the trust account of Krys Boyle Freedman Scott & Sawyer, P.C. ("Krys
Boyle") and that these funds will be used to pay the legal fees of Krys Boyle
which is representing Mahogany in this transaction.  To the extent Krys
Boyle's fees are less than $5,000 the balance will be returned to Pontotoc. 
Other than for these legal fees, Pontotoc and Mahogany will pay their own
expenses reasonably incurred in connection with this transaction.

     8.13 Exhibits.  As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for herein above, including any
items referenced therein or required to be attached thereto.  Any material
changes to the Exhibits shall be immediately disclosed to the other party.

     AGREED TO AND ACCEPTED as of the date first above written.

PONTOTOC PRODUCTION, INC.               PONTOTOC PRODUCTION COMPANY, INC.
 (formerly "Mahogany Capital, Inc.")

By /s/ Timothy J. Brasel                By/s/ James R. Robson, Jr.           
    Timothy J. Brasel, President          James Robby Robson, Jr., President
                               -11-

                            SCHEDULE 1

Name, Address and                  Number of Shares of Number of Shares of
Social Security Number                  Pontotoc             Mahogany
- -------------------------------   -------------------  --------------------
Todd and Melinda Robson, JTWROS
701 South Shumard
Ada, Oklahoma  74820
SSN:  ###-##-####                       2,886.66            845,951

James and Candace Robson, Jr., JTWROS
1500 East 17th Street
Ada, Oklahoma  74820
SSN:  ###-##-####                       2,836.66            831,297

James and Patricia Robson, Sr., JTWROS
Route 4, Box 437
Ada, Oklahoma  74820
SSN:  ###-##-####                       2,886.66            845,951

Joni K. Phillips
1210 Shady Oaks Circle
McKinney, Texas  75070
SSN:  ###-##-####                         425.16            124,594

Joan Hennen
7600 Wood Hollow, Apartment 917
Austin, Texas  78731
SSN:  ###-##-####                         414.40            121,441

Cindy Hennen
7600 Wood Hollow, Apartment 917
Austin, Texas  78731
SSN:  ###-##-####                         416.22            121,973

Frank and Wilamina DiLeonardo
1000 Franklin Avenue
Wellsburg, West Virginia  26070
SSN:  ###-##-####                         213.28             62,503

Joe Gourley
221 Northwest Summitt
Melvern, Kansas 66510
SSN: ###-##-####                           11.00              3,222

Lynn Gourley
15465 North 88th Drive
Peoria, Arizona 85382
SSN: ###-##-####                           22.00              6,447

John Lowdermilk
1112 North 14th
Marysville, Kansas 66508
SSN: ###-##-####                           64.00             18,753

Brian K. Gourley
305 North Lake Drive
Ada, Oklahoma 74820
SSN: ###-##-####                          263.00             77,071

David H. Barrett
417 Jerusalem Road
Cohasset, Massachusetts 02025
SSN: ###-##-####                           15.50              4,542

John Biddle
PO Box 48
Alresford, England S024 0ZP               109.00             31,941

Jonathan Hulme
5221 Ocean Boulevard, Suite 251
Sarasota, Florida 34242
SSN: ###-##-####                          109.00             31,941

Donald Mark West
11611 Hawthorne Way
Huntley, Illinois 60142
SSN: ###-##-####                           11.00              3,222

Tom Hoye
9650 East Happy Valley Road
Scottsdale, Arizona 85255
SSN: ###-##-####                           25.50              7,501

Beverly George
31 Hillcrest Drive
Wellsburg, West Virginia 26070
SSN: ###-##-####                            5.12              1,501

Southern Oklahoma Anesthesia Inc.
Profit Trust
Attn: Rick Coleman
PO Box 1907
Ada, Oklahoma 74820                        25.60              7,501

Bernard and Joan Bertus
168 Tarton Drive
Follansbee, West Virginia 26037
SSN: ###-##-####
SSN: ###-##-####                            5.12              1,501

Ray and Roberta Shepard
924 Evening Dew
Las Vegas, Nevada 89110
SSN: ###-##-####                            5.12              1,501

Ashley Robson
1500 East 17th
Ada, Oklahoma 74820
SSN: ###-##-####                           20.00              5,859

Amber Robson
1500 East 17th
Ada, Oklahoma 74820
SSN: ###-##-####                           20.00              5,859

J.D. Robson
3605 Steck Avenue, No. 1012
Austin, Texas 78759
SSN: ###-##-####                           10.00              2,928

                            SCHEDULE 2
                PONTOTOC PRODUCTION COMPANY, INC.
                           ("Pontotoc")

2.4  The Officers and Directors of Pontotoc are as follows:

     Name                          Position
- --------------------    ---------------------------------------------------
James Robson, Jr.        President, Treasurer and Director

Todd Robson              Vice President, Secretary, Assistant Treasurer and
                         Director

Patricia Robson          Assistant Secretary

James Robson, Sr.        Director

Bill G. Cantrell         Director

Brian K. Gourley         Director

2.17 Material Contracts and Obligations. 
      ----------------------------------
     1.   Line of Credit with Citizens Bank
     2.   Notes Payable to Citizens Bank

                            SCHEDULE 3
                      MAHOGANY CAPITAL, INC.
                           ("Mahogany")

3.2  Directors and Officers of Mahogany:

     Timothy J. Brasel     -   President, Secretary, Treasurer and Director

3.19 Material Contracts of Mahogany

     None

                      MAHOGANY CAPITAL, INC.
              EXCHANGE OFFER FOR THE COMMON STOCK OF
                PONTOTOC PRODUCTION COMPANY, INC.

LETTER OF ACCEPTANCE
                                ------------- Shares of Mahogany Capital, Inc.
                                Common Stock offered for your ------ shares of
Name(s) of Shareholder(s)       Pontotoc Production Company, Inc. Common Stock
- -------------------------       ----------------------------------------------


- ------------------------------------------------------------------------------
THIS FORM MUST BE COMPLETED AND DELIVERED ON OR BEFORE 5:00 P.M. CENTRAL TIME,
DECEMBER --, 1997, TO MAHOGANY CAPITAL, INC.  THIS FORM MAY BE FAXED TO ROBBY
ROBSON AT (405) 332-6486 AND THEN MAILED.
- ------------------------------------------------------------------------------

            APPROVAL OR NONAPPROVAL OF EXCHANGE OFFER

     The undersigned ---accepts    ---rejects the Exchange Offer of Mahogany
Capital, Inc. for his or her shares of Pontotoc Production Company, Inc.
common stock, as specified above subject to the terms and conditions set forth
in the Agreement Concerning the Exchange of Common Stock to be executed
between Pontotoc Production Company, Inc. and Mahogany Capital, Inc.

     The undersigned understands that approval of the Exchange Offer
constitutes (i) his or her approval of the terms and conditions of the
Exchange Offer, and the complete transfer of all of his or her shares of
Pontotoc Production Company, Inc. common stock to Mahogany Capital, Inc., and
(ii) his or her acknowledgment and agreement that the shares of common stock
of Mahogany Capital, Inc. will be full payment for all of his or her shares of
Pontotoc Production Company, Inc. 


Date: ____________________         __________________________________________

                                   __________________________________________
                                   Signature(s) of Shareholder(s)

(NOTE:  IF YOU ACCEPT THE EXCHANGE OFFER, YOU MUST ALSO SIGN ON PAGE 3 OF THIS
LETTER OF ACCEPTANCE.  IN ADDITION, YOU MUST ENDORSE YOUR STOCK CERTIFICATE(S)
AND RETURN THEM WITH THIS LETTER OF ACCEPTANCE.) 

                  REPRESENTATIONS AND WARRANTIES

     1.   The undersigned understands and acknowledges that the shares of
Common Stock ("Shares") of Mahogany Capital, Inc. (the "Company"), are being
offered in reliance upon the exemptions provided in Section 4(2), 4(6) and/or
3(b) of the Securities Act of 1933 as amended (the "Act") and the Rules and
Regulations adopted thereunder relating to nonpublic offerings; and the under-
signed makes the following representations and warranties with the intent that
the same may be relied upon in determining the suitability of the undersigned
as a purchaser of securities:

          (a)  The Shares will be acquired solely for the account of the
undersigned, for investment purposes only, and not with a view to, or for sale
in connection with, any distribution thereof and with no present intention of
distributing or reselling any part of the Shares.

          (b)  The undersigned agrees not to dispose of his or her Shares
or any portion thereof unless and until counsel for the Company shall have
determined that the intended disposition is permissible and does not violate
the Securities Act or any applicable state securities laws, or the rules and
regulations thereunder.

          (c)  The undersigned acknowledges that the Company has made all
documentation pertaining to all aspects of the Exchange Offer available to him
or her and has offered such person or persons an opportunity to discuss the
Exchange Offer with the officers of the Company.  The undersigned further
acknowledges and represents to the Company that he or she is a knowledgeable,
sophisticated investor who can fend for himself or herself and has adequate
means to make the investment contemplated herein; and that, in connection with
this investment, he or she has obtained the necessary investment advice from
appropriate outside sources, and had available to the undersigned all
information with respect to the Company which was deemed necessary by himself
or herself and his or her respective advisors.

     2.   The undersigned represents that the shares of Pontotoc Production
Company, Inc. being exchanged are owned free and clear of any liens or
encumbrances and have not been pledged or optioned to any person.

     3.   The undersigned understands that he or she must bear the economic
risk of an investment in the Shares to be acquired pursuant to the Exchange
Offer for an indefinite period of time because the Shares have not been
registered under the Securities Act or any state securities laws and,
therefore, cannot be sold unless they are subsequently registered under the
Securities Act and any applicable state securities laws or unless exemptions
from such registrations are available.  The current holding period requirement
of Rule 144 is one year from the date this transaction is closed, and sales
may thereafter be made only in compliance with the requirements of that Rule. 
The undersigned acknowledges that only the Company can file a registration
statement, and that the Company has no obligation to do so or to take steps
necessary to make an exemption from registration available to the undersigned.

     4.   The undersigned agrees that the certificate evidencing the Shares
he or she acquires pursuant to the Exchange Offer will have a legend placed
thereon stating that the Shares have not been registered under the Securities
Act or any state securities laws and setting forth or referring to the
restrictions on transferability and sale of the Shares.

     5.   (a)  The undersigned is, or is not, an "accredited investor," as
that term is defined in Regulation D under the Securities Act of 1933, as
amended (the "Act"), as checked below:
                         ---YES         ---NO

          (b)  If "Yes," I come within the following category of that
definition (check as applicable):

     1.   ---  I am a natural person whose present net worth (or whose
               joint net worth with my spouse) exceeds $1,000,000.

     2.   ---  I am a natural person who had individual income in excess of
               $200,000 in each of the last two years or joint income with
               my spouse in excess of $300,000 during such two years, and I
               reasonably expect to have the same income level in the
               current year.

     3.   ---  I am an organization described in Section 501(c)(3) of the
               Internal Revenue Code, corporation, Massachusetts or similar
               business trust or partnership not formed for the specific
               purpose of acquiring the securities offered, with total
               assets in excess of $5,000,000.

     4.   ---  I am an entity, all of whose equity owners are accredited
               investors under paragraph 1, 2 and 3, above.

          (c)  If I have answered yes to (5)(a) above, I understand that
Regulation D requires that you have information which causes you to have a
reasonable belief that the foregoing statement is correct.  Thus, if you care
to do so, you may contact my bank, my accountant or other persons whom I
designate below to corroborate the above.  The name and telephone number of:

               (i)  My banker is _____________________________
               _______________________________________________;

               (ii) My accountant is __________________________
               ___________________________________________; and

               (iii)Other person is ___________________________
               ________________________________________________.

     6.   The undersigned hereby covenants and agrees to protect, indemnify
and hold the Company, and each of its officers, directors and shareholders,
harmless from and against any and all claims, demands, causes of action,
judgments, orders, decrees, damages, liabilities, court or other costs,
attorney fees, reasonable costs of investigation and other costs and expenses
whatsoever (i) arising out of or attributable to any breach or violation of,
or the falsity, inaccuracy or failure of, any representation, warranty or
covenant made by the undersigned in this letter, and (ii) arising from or
related to the acquisition, ownership or disposition by the undersigned of any
or all the Shares.

     7.   The undersigned's jurisdiction of residence is __________________.

     8.   I am acquainted with the requirements of Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations issued
thereunder.  I understand that, as a result of my acquisition of Shares, and
in order to comply with Section 13(d) and the rules and regulations issued
thereunder, I may be required to file a Schedule 13D and I agree to file if
that Schedule is required.
___________________________________          _________________________________
(Social Security or Tax I.D. Number)         Signature(s) of Shareholder(s)


___________________________________          _________________________________
(Social Security or Tax I.D. Number)         Signature(s) of Shareholder(s)

___________________________________
           (Mailing Address) 
___________________________________          Date:____________________________