Exhibit B-14(a)

   ARTICLES OF CONVERSION OF VARIBUS CORPORATION, A TEXAS
  BUSINESS CORPORATION INTO VARIBUS L.L.C., A TEXAS LIMITED
         LIABILITY COMPANY, AS THE SURVIVING ENTITY

Pursuant  to  the provisions of article 5.18  of  the  Texas
Business Corporation Act, the undersigned converting  entity
certifies  the following articles of conversion adopted  for
the   purpose   of   effecting  a  conversion   of   Varibus
Corporation,   a  Texas  Business  corporation  ("converting
entity")  with  and  into Varibus L.L.C.,  a  Texas  limited
liability  company ("converted entity"), in accordance  with
the provisions of the Texas Business Corporation Act.

1.   The name, state or country of incorporation, formation,
     and  organization  of  the converting  entity,  and  or
     organization form of the converting entity are  Varibus
     Corporation,  which was incorporated  as  a  for-profit
     business   corporation   under   the   Texas   Business
     Corporation  Act  on March 30, 1970 under  Charter  No.
     273467.

2.   A  plan  of  conversion  was approved  and  adopted  in
     accordance  with  the provisions of Articles  5.03  and
     5.17  of  the Texas Business Corporation Act  providing
     for the conversion of Varibus Corporation a corporation
     incorporated  under the Texas Business Corporation  Act
     to Varibus L.L.C., a Texas limited liability company.

3.   An  executed  plan  of conversion is  on  file  at  the
     principal place of business of the converting entity at
     350  Pine  Street, Beaumont, TX 77701,  and,  from  and
     after  the  conversion, an executed plan of  conversion
     will  be on file at the principal place of business  of
     the  converted entity at 350 Pine Street, Beaumont,  TX
     77701.

4.   A  copy of the plan of conversion will be furnished  by
     the  converting entity (prior to the conversion) or  by
     the  converted entity (after the conversion) on written
     request  and without cost to any shareholder or  member
     of the converting entity or the converted entity.

5.   The  approval  of  the  plan  of  conversion  was  duly
     authorized by all action required by the laws of the State
     of Texas under which Varibus Corporation is incorporated and
     by its constituent documents.

6.   The  converting  entity has 100,000  shares  of  common
     stock  outstanding,  and  the plan  of  conversion  was
     unanimously approved by the shareholders of the converting
     entity.

7.   Two  copies of the articles of organization of  Varibus
     L.L.C., which is to be created pursuant to the plan  of
     conversion, are being filed with the secretary of state with
     the articles of conversion.

8.   The converted entity will be liable for the payment  of
     all  fees and franchise taxes of the converting  entity
     required by law.


Dated: ______________________.
                                         Varibus Corporation

                            By______________________________

                           Its______________________________