Exhibit 10.31


                           SUPPLEMENTAL LOAN AGREEMENT

      THIS  AGREEMENT  is  executed  effective  the 30th day of  October,  2003,
between EXCALIBUR HOLDINGS,  INC., a Texas corporation  ("Holdings"),  EXCALIBUR
INDUSTRIES, INC. , a Delaware corporation ("Industries"), EXCALIBUR STEEL, INC.,
an  Oklahoma  corporation  ("Steel"),  EXCALIBUR  AEROSPACE,  INC.,  an Oklahoma
corporation  ("Aerospace")  EXCALIBUR  SERVICES,  INC., an Oklahoma  corporation
("Services"),  SHUMATE  MACHINE WORKS,  INC., a Texas  corporation  ("Shumate"),
MATTHEW FLEMMING, an individual  ("Flemming"),  WILLIAM H. STUART, an individual
("Stuart") and STILLWATER  NATIONAL BANK AND TRUST COMPANY,  a national  banking
association (the "Lender").

                               R E C I T A L S:

      WHEREAS,  Holdings,   Industries,  Steel,  Aerospace,  Services,  Shumate,
Flemming  and  Stuart  are  currently  indebted  to the Lender by virtue of that
certain Amended and Restated Loan Agreement  effective as of April 30, 2003 (the
"Existing Debt");

      WHEREAS, the Existing Debt and agreements thereto are evidenced by various
loan agreements,  promissory notes,  security  agreements,  guaranties and other
instruments and agreements (collectively, the "Existing Loan Documents");

      WHREREAS,  additional  borrowing  is needed for working  capital and other
expenses;

      NOW,  THEREFORE,  in  consideration of the mutual  agreements  between the
parties and the funds to be advanced to the Borrower, it is agreed as follows:

1.    LENDING  AGREEMENT.  Subject to the terms and conditions  hereinafter  set
      forth,  Lender  agrees to lend to  Industries  and Shumate the amounts set
      forth below.

2.    TERM NOTE.  Industries will execute and deliver to the Lender a Promissory
      Note of even date  herewith in the  principal  face amount of FIVE HUNDRED
      FIFTY THOUSAND DOLLARS  ($550,000.00) (the "Industries Note"),  which will
      be in form and substance and payable on the terms approved by Lender.  The
      Industries Note shall mature and become due on December 15, 2003, at which
      time,  the  Borrower  will pay the entire  outstanding  principal  balance
      together with all accrued interest and other charges, if any.

3.    SHUMATE  REVOLVER.  The Lender  will  provide  Shumate  and  Industries  a
      revolving line of credit as follows:

      3.1   Note.  Promissory  Note of even date herewith in the principal  face
            amount of FIVE HUNDRED FIFTY  THOUSAND  DOLLARS  ($550,000.00)  (the
            "Shumate Note"),  which will be in form and substance and payable on
            the terms  approved by Lender.  It is  specifically  agreed that the
            aggregate  of advances  made during the term of the Shumate Note may
            exceed the face amount thereof, but the unpaid principal balance due

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            on the Shumate Note will not exceed the lesser of (i) the  Borrowing
            Base; or (ii) the face amount of the Shumate Note.

      3.2   Advances.  Advances  under the  Shumate  Note will be limited to the
            Borrowing  Base.  The  Borrowing  Base  shall  be  determined  twice
            monthly,  on the  15th  day of each  month  and the last day of each
            month,   on  submission  of  a  signed   "Monthly   Borrowing   Base
            Certificate"  in the same  form as  provided  by the  Existing  Loan
            Documents. Each Monthly Borrowing Base Certificate will be supported
            by a current accounts receivable aging, and such other documentation
            that  may  reasonably  required  by  the  Lender  to  determine  the
            Borrowing Base.  After  determination  of the Borrowing Base for any
            given month,  Borrower may obtain advances by submitting an "Advance
            Request" in the form required by the Existing Loan Documents.

      3.3   Maturity.  Notwithstanding  anything  herein  to  the  contrary  the
            Shumate Note will mature and become fully due and payable on October
            28, 2004.

4.    INTEREST. Interest on the Industries Note and the Shumate Revolver will be
      paid at the  interest  rate equal to the Prime Rate plus two percent (2 %)
      per annum, adjusted on each day on which a change in the Prime Rate occurs
      (the "Interest  Rate").  "Prime Rate" means the prime rate as published in
      the "Money Rates  Section" of the Wall Street  Journal,  which rate is not
      necessarily  the  lowest  rate of  interest  charged  by the  Lender.  All
      interest on the Term Note will be calculated for the actual number of days
      elapsed at a per diem charge based on a year consisting of 360 days.

5.    RECOURSE.  The indebtedness  will be full recourse to the Borrower and the
      Guarantors.

6.    BORROWING  BASE.  "Borrowing  Base"  means,  as of any given date,  eighty
      percent  (80%),or at the Lender's sole  discretion  any lesser  percentage
      designated  upon  sixty  (60) days  notice,  of  Eligible  Trade  Accounts
      Receivable of Shumate subject to the following:

      6.1   "Trade  Accounts  Receivable"  means,  as of  any  given  date,  all
            accounts  receivable  of Shumate  (which shall be excluded  from the
            Borrowing Base under the Existing Loan Documents) for goods sold and
            delivered and services rendered by Shumate in the ordinary course of
            the business  presently  conducted by Shumate  representing  amounts
            then invoiced and due and owing. A Trade Account Receivable shall be
            an "Eligible Trade Account Receivable", and shall be included in the
            Borrowing  Base, only if and so long as it meets each and all of the
            following requirements:

            6.1.1 It is a valid,  genuine  and legally  enforceable  obligation,
                  subject  to no  defense,  set  off  or  counter-claim,  of the
                  account debtor or other obligor named herein or in the records
                  of Shumate pertaining  thereto,  and that Shumate has received
                  from the  account  debtor or other  obligor  any  notification
                  repudiating  such obligation or asserting that such obligation
                  is subject to any defense, set off or counterclaim; and

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            6.1.2 It is owned by Shumate free and clear of all interests, liens,
                  attachments,  encumbrances  and security  interests except the
                  security interests granted to the Lender; and

            6.1.3 The Account  debtor or other  obligor is located in the United
                  States; and

            6.1.4 Not more than ninety (90) days have expired  since the date of
                  invoice;  or, if the Lender in its sole discretion  accepts as
                  eligible  a Trade  Account  Receivable  which is due on a date
                  stated in the  invoice,  not more than  thirty  (30) days have
                  expired since the date stated; and

            6.1.5 Shumate  has not  received  notice  from the  Lender  that the
                  credit of the account debtor is not satisfactory to the Lender
                  for any reason; and

            6.1.6 The account debtor is not an entity in which Shumate or any of
                  the guarantors has a controlling interest; and

            6.1.7 Eligible  Trade  Accounts  Receivable  shall not  include  any
                  account  receivable  of the same account  debtor to Shumate in
                  excess of fifteen  percent  (15%) of the then  Eligible  Trade
                  Accounts Receivable calculated after ineligible accounts; and

            6.1.8 The entire receivable of one account debtor becomes ineligible
                  if more than ten percent (10%) of the total due is over ninety
                  (90) days past due,  unless the ten percent  (10%) over ninety
                  (90)  days  is  attributable  to an  isolated  dispute  over a
                  specific invoice.

      6.2   The value of Inventory used in determining  the Borrowing Base shall
            equal the value of raw material  plus the value of finished  product
            and shall not include the value of any work in progress.

7.    COLLATERAL  SECURITY.  The  performance  of all covenants  and  agreements
      contained in this Loan  Agreement and in the other  documents  executed or
      delivered  as a part of this  transaction  and the payment of the Note and
      all renewals, amendments and modifications thereof shall be secured by the
      collateral set forth in the Existing Loan Documents. Industries, Holdings,
      Steel,  Services,  Aerospace  and Shumate  acknowledge  that the  Security
      Agreement  executed  effective  April 15, 2003,  covers and applies to the
      extension of credit contemplated herein.

8.    CONDITIONS  OF LENDING.  In addition  to the  conditions  set forth in the
      Existing Loan Documents, the extension of credit contemplated herein shall
      be  conditioned  upon  payment  of the  Lender's  expenses  in  connection
      herewith.

9.    GUARANTOR ACKNOWLEDGMENTS.  Holdings, Steel, Services, Aerospace, Flemming
      and Stuart acknowledge and agree that their guaranties  executed effective
      April 15, 2003,  cover and apply to the  extension of credit  contemplated
      herein.

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10.   EXISTING LOAN DOCUMENTS.  Except to the extent  supplemented  herein,  all
      terms of the Existing  Loan  Documents  shall apply to the  extensions  of
      credit made under this Agreement.

      IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  Agreement
effective the date first above written.

                                    EXCALIBUR HOLDINGS, INC.,
                                    a Texas corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO


                                    EXCALIBUR INDUSTRIES, INC.,
                                    a Delaware corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO



                                    EXCALIBUR STEEL INC.,
                                    an Oklahoma corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO



                                    EXCALIBUR AEROSPACE, INC.
                                    an Oklahoma corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO

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                                    EXCALIBUR SERVICES, INC.
                                    an Oklahoma corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO



                                    SHUMATE MACHINE WORKS, INC.
                                    a Texas corporation

                                    By: /s/ Matthew C. Flemming
                                       --------------------------
                                    Name:  Matthew C. Flemming
                                    Title: CFO



                                    /s/ Matthew C. Flemming
                                    -----------------------------
                                    MATTHEW FLEMMING, individually


                                    /s/ William S.H. Stuart
                                    -----------------------------
                                    WILLIAM H. STUART, individually



                                    STILLWATER NATIONAL BANK AND TRUST
                                      COMPANY, a national banking association

                                    By: /s/ Carol A. Kinzer
                                       --------------------------
                                    Name: Carol A. Kinzer
                                    Title: Senior Vice President
                                    (the "Lender")

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