Exhibit 10.32


                                 LOAN AGREEMENT


      THIS LOAN  AGREEMENT  (the "Loan  Agreement") is entered into on this 23rd
day of  March,  2004,  by  and  among  SHUMATE  MACHINE  WORKS,  INC.,  a  Texas
corporation   ("Shumate"),   EXCALIBUR  HOLDINGS,   INC.,  a  Texas  corporation
("Excalibur Holdings"),  and EXCALIBUR INDUSTRIES,  INC., a Delaware corporation
("Excalibur Industries") (Shumate,  Excalibur Holdings, and Excalibur Industries
are collectively  referred to herein as the "Borrowers"),  MATTHEW FLEMMING (the
"Guarantor") and STILLWATER NATIONAL BANK AND TRUST COMPANY (the "Lender").

                                    RECITALS:

      WHEREAS,  the Borrowers are currently  indebted to the Lender by virtue of
prior loans and advances as evidenced by the following notes:


             Lender                  Original
            Note No.        Date      Amount       Principal    Interest
            --------        ----      ------       ---------    --------
          900005198301   04/15/2003  3,500,000  $3,500,000.00  198,791.06
          900005423900   04/15/2003             $  212,811.46   2,296.95
                                       500,000
          900005195802   04/15/2003  1,100,000  $1,100,000.00   61,880.84
          900005550600   __________    500,000  $  400,547.00   11,759.12


The above described indebtedness is referred to hereafter as the "Prior Debt."

      WHEREAS,  the Prior Debt and  agreements  thereto are evidenced by various
loan agreements,  promissory notes,  security  agreements,  guaranties and other
instruments  and  agreements,  all  of  which,  collectively,  are  referred  to
hereafter as the "Prior Loan Documents."

      NOW THEREFORE,  in consideration of the mutual covenants contained herein,
it is agreed as follows:

1.    LENDING  AGREEMENT.  Subject to the terms and conditions  hereinafter  set
      forth,  Lender  agrees to lend to Borrowers,  and the  Borrowers  agree to
      borrow from the Lender from time to time on the Borrowers'  request, a sum
      of up to FIVE HUNDRED  THOUSAND  DOLLARS  ($500,000.00)  (the "Loan"),  as
      evidenced by the Note (as defined  below),  which funds advanced under the
      Note (as hereafter  defined) will be used by the Borrowers  solely for the
      purchase  of  equipment  and  other  related  personal  property  used  in
      connection with the conduct of the Borrowers' business,  including but not
      limited to the  Equipment  and other  property  described  at Exhibit  "A"
      hereto (the "Equipment").

2.    BORROWERS'  NOTE. The Loan shall be evidenced by a Promissory Note of even
      date  herewith  in the  principal  face  amount of FIVE  HUNDRED  THOUSAND
      DOLLARS  ($500,000.00)  in form and  substance  and  payable  on the terms
      approved by the Lender (the  "Note").  The Note will bear  interest on the
      unpaid  principal  balance at a per annum rate equal to the Reference Rate

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      plus two percent (2%), which interest rate will be adjusted on each day on
      which a change in the Reference  Rate occurs (the  "Interest  Rate").  The
      "Reference  Rate" will mean the prime rate of interest as published in the
      "Money Rates" section of the of the Wall Street Journal, which rate is not
      necessarily  the lowest rate of interest  charged by the Lender.  Interest
      only on the Note will be paid for ninety (90) days commencing on April 23,
      2004, and on the 23rd day of each month  thereafter,  until June 23, 2004.
      Commencing on July 23, 2004, and on the 23rd day of each month thereafter,
      monthly  payments of principal  and  interest  will be payable on the Note
      based on a sixty (60) month  amortization at the Interest Rate. The entire
      unpaid principal balance of the Note and all accrued interest thereon will
      be due and payable on June 23, 2006 (the "Maturity Date").

3.    RECOURSE.  The  Note  will  be  full  recourse  to the  Borrowers  and the
      Guarantors.

4.    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
      following:

      4.1   Security  Agreement.  The  Borrowers  shall  execute  and deliver to
            Lender a Security  Agreement (the "Security  Agreement")  granting a
            security interest  covering all of the Borrowers'  goods,  chattels,
            accounts, inventory,  equipment, contract rights, medical equipment,
            accounts  receivable,  health  care  accounts  receivable,   general
            intangibles,  and all other personal property,  whether now owned or
            hereafter  acquired,  including  but  not  limited  to the  property
            described at Exhibit "A" hereto, and all proceeds,  products, rents,
            profits and income  therefrom  (the  "Equipment")  and UCC Financing
            Statements  as necessary to perfect  Lender's  security  interest in
            such Equipment.

      4.2   Excalibur Holdings Stock Pledge Agreement.  Excalibur Holdings shall
            execute  and  deliver to the Lender a Stock  Pledge  Agreement  (the
            "Excalibur  Holdings  Stock Pledge  Agreement")  granting a security
            interest covering one hundred percent (100%) of Excalibur  Holdings'
            common  stock in  Shumate,  and all  proceeds,  profits,  and income
            therefrom (the "Shumate Stock").

      4.3   Excalibur  Industries Stock Pledge Agreement.  Excalibur  Industries
            shall  execute  and deliver to the Lender a Stock  Pledge  Agreement
            (the  "Excalibur  Industries  Stock  Pledge  Agreement")  granting a
            security  interest  covering one hundred percent (100%) of Excalibur
            Industries'  common stock in Excalibur  Holdings,  and all proceeds,
            profits, and income therefrom (the "Excalibur Holdings Stock").

      4.4   Guaranty  Agreement.  Matthew  Fleming  shall execute and deliver an
            unlimited  Guaranty  Agreement  in favor of the  Lender  in form and
            substance satisfactory to the Lender (the "Guaranty Agreement").

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5.    REPRESENTATIONS  AND  WARRANTIES.  The  Borrowers  jointly  and  severally
      represent and warrant that:

      5.1   Power  and  Authority.  Each of the  Borrowers  is duly  authorized,
            qualified,  and licensed  under all  applicable  federal,  state and
            municipal  laws,  regulations,   ordinances  and  orders  of  public
            authorities  to carry on Borrowers'  business in Texas and all other
            jurisdictions  where Borrowers conduct business;  the Borrowers have
            adequate  authority,  power and legal  right to enter into and carry
            out the  provisions  of this  Loan  Agreement  and  other  documents
            contemplated herein and to consummate the transactions  contemplated
            hereby.

      5.2   No Default. The making and performance by the Borrowers of this Loan
            Agreement,  or the documents to be executed in connection  herewith,
            will not violate any  provision or  constitute  a default  under any
            indenture, agreement, or instrument to which any of the Borrowers is
            bound or affected.

      5.3   Ownership. Borrowers own good title to all of the Collateral.

      5.4   Financial Statements. The Borrowers' financial statements heretofore
            delivered  or to be  delivered  hereafter  to Lender are and will be
            true and correct in all  material  respects,  have been  prepared in
            accordance   with   generally   accepted    accounting    principles
            consistently applied, and fully and accurately present the financial
            condition  reflected therein without material change since the dates
            thereof.

      5.5   Full Disclosure.  Neither this Loan Agreement, nor any statements or
            documents  referred to herein or delivered by the Borrowers pursuant
            to this Loan  Agreement,  contains any untrue  statement or omits to
            state a material  fact  necessary  to make the  statement  herein or
            therein not misleading.

      5.6   Survival  of   Representations   and   Warranties.   All  covenants,
            representations  and warranties  made herein and under all documents
            executed  pursuant  hereto  shall  survive  the  making of the loans
            hereunder  and  the  delivery  of the  Note  and  other  instruments
            executed in connection  therewith  until  complete  repayment of the
            Note and all  renewals  and  modifications  thereof,  and all  other
            indebtedness of Borrowers to Lender under the terms of this loan.

6.    CONDITIONS  PRECEDENT TO LOAN.  The Lender will fund up to the full amount
      of the Note as  requested  by the  Borrowers  on the date  when all of the
      following conditions precedent have been satisfied (the "Closing Date"):

      6.1   Loan.  As soon  as all of the  following  conditions  set  forth  at
            Sections 6.1.1 through 6.1.6 hereof have been  satisfied,  and if no
            Default has occurred hereunder,  the Lender will advance funds under
            the Note  solely  for the  purposes  set forth in  Section 1 hereof.

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<PAGE>

            Borrowers shall perform the following covenants and deliver or cause
            to be delivered to the Lender the following items, all of which will
            be  in  form  and  substance  satisfactory  to  Lender,  and,  where
            necessary,  duly  executed  and  acknowledged,   all  of  which  are
            conditions precedent to the funding of the Loan.

            6.1.1 Closing Documents. This Loan Agreement, the Note, the Guaranty
                  Agreements,  the Security  Agreement,  the Excalibur  Security
                  Agreements,  and all other  documents  as might be required by
                  the Lender,  including but not limited to Financing Statements
                  (all of the  foregoing  are  referred  to  herein as the "Loan
                  Documents")  shall  have been duly  authorized,  executed  and
                  delivered to Lender.

            6.1.2 Insurance.  Borrowers  will deliver to the Lender prior to the
                  initial  funding  of  the  Note,   certificates  of  insurance
                  reflecting   insurance   coverage,   premiums  prepaid,   with
                  insurance  companies  satisfactory to Lender,  in such amounts
                  and  against  such risks as shall be  required  by the Lender,
                  including, but not limited to, the following:

                  6.1.2.1     public  liability   insurance  which  designates
                              Lender as an additional insured; and

                  6.1.2.2     property damage insurance  covering the Collateral
                              for 100% of full replacement cost, which insurance
                              designates the Lender as a loss payee.

            6.1.3 Financial  Statements.  The current financial  statements of
                  the  Borrowers  and each of the  Guarantors  shall have been
                  delivered   to  the  Lender,   and  all  of  which  must  be
                  satisfactory to the Lender.

            6.1.4 Property List. The Borrowers shall have provided Lender with a
                  written request for advance and copies of invoices or purchase
                  orders  reflecting  an itemized list and cost of the Equipment
                  to be purchased with each advance under the Note.

7.    COVENANTS.  Until  payment  in  full of the  Note  and  all  renewals  and
      modifications  thereof, and performance of all obligations owing to Lender
      under this Loan Agreement and the Loan Documents,  unless the Lender shall
      otherwise  consent  in writing or by e-mail  (which  consent  shall not be
      unreasonably  withheld),  the Borrowers jointly and severally covenant and
      agree as follows:

      7.1   Performance  of   Obligations.   The  Borrowers  will  promptly  and
            punctually  perform all of the  obligations  hereunder and under the
            Loan  Documents,   and  under  all  other  instruments  executed  or
            delivered pursuant thereto;

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<PAGE>

      7.2   Use of Loan  Proceeds.  The  Borrowers  shall not  permit  any funds
            advanced  to  Borrowers  under the Loan  Document to be used for any
            purpose other than the purposes set forth in Section 1 hereof;

      7.3   Books and Records.  The  Borrowers  will keep and maintain  accurate
            books and records of account in regard to the  Borrowers'  business,
            which will be kept in accordance with generally accepted  accounting
            principles consistently applied;

      7.4   Lender's Access. Borrowers will at all reasonable times and as often
            as Lender may request,  upon reasonable  advance notice from Lender,
            permit any of Lender's  officers and  employees,  and any authorized
            representative of Lender, to visit Borrowers' offices to inspect the
            Collateral;

      7.5   Other Information.  Within ten (10) days after becoming aware of the
            existence  thereof,  the  Borrowers  shall  notify the Lender of any
            development or other  information which may materially and adversely
            affect (a) the Borrowers' properties, business prospects, profits or
            condition (financial or otherwise);  (b) the Collateral;  or (c) the
            performance by the Borrowers under this  Agreement,  any of the Loan
            Documents,  or  any  other  instrument  executed  pursuant  thereto.
            Without  limiting  the  foregoing,   the  notice  required  by  this
            paragraph   7.5  shall   include   information   regarding  (i)  any
            substantial   dispute   between  any  of  the   Borrowers   and  any
            governmental regulatory body or law enforcement authority, including
            without  limitation  medicare  payment  disputes,  (ii) any material
            litigation,  arbitration or other proceeding,  or (iii) any material
            claim by or against any of the Borrowers;

      7.6   Permits.   The  Borrowers  currently  hold  and  will  maintain  all
            licenses,  permits, charters and registrations which are material to
            the conduct of Borrowers' business;

      7.7   Compliance  with Laws.  The Borrowers will duly observe and conform,
            in all material respects,  to all laws, rules and regulations of any
            governmental authority applicable to the Borrowers;

      7.8   Debt   Restriction.   Borrowers  will  not  incur  or  allow  to  be
            outstanding any  indebtedness  for borrowed  money,  other than that
            evidenced by the Note, indebtedness incurred for liability insurance
            premiums financed for no more than twelve (12) months,  and ordinary
            trade payables, which are incurred in connection with the Borrowers'
            business;

      7.9   No  Redemptions.  The  Borrowers  will not redeem  the common  stock
            interests  in  the  Borrowers  from  any  shareholder  of any of the
            Borrowers, and none of the Borrowers will permit the transfer of any
            common stock interests in any of the Borrowers by any shareholder of
            any of  the  Borrowers  to any  other  shareholder  or to any  third
            person;

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<PAGE>

      7.10  No Distributions.  Borrowers will not, without the Lender's consent,
            distributions  of cash,  or  anything  else of value,  to any of the
            shareholders of any of the Borrowers;

      7.11  No  Merger.  None  of the  Borrowers  will  merge  into  or  with or
            consolidate with any  corporation,  partnership,  limited  liability
            company, or other legal entity;

      7.12  Restriction  on New Business.  None of the Borrowers will enter into
            any  businesses  unrelated to the  ownership  and operation of a the
            Borrowers' business;

      7.13  Capital Expenditures.  The Borrowers will not incur debt for capital
            expenditures,  in  excess  of Fifty  Thousand  Dollars  ($50,000.00)
            annually,  including without limitation  acquisition of real estate,
            acquisition or  construction  of buildings,  fixtures and equipment,
            and  acquisition of machinery,  equipment,  vehicles,  furniture and
            fixtures, except as otherwise contemplated by this Loan Agreement;

      7.14  Loans.  None of the Borrowers will make any loans or advances to any
            of the members of any of the Borrowers,  or to any of the Borrowers'
            directors,  employees,  or  affiliates  without  the  prior  written
            consent of the Lender;

      7.15  Sale of Assets.  The Borrowers will not sell,  lease or grant a lien
            or security  interest on any of the Collateral,  except for the lien
            in favor of the Lender contemplated hereby;

      7.16  No Compensation. None of the directors or shareholders of any of the
            Borrowers  will be paid any salary  solely by virtue of their status
            as directors or shareholders;

      7.17  Insurance  Coverage.  The Borrowers will  continuously  maintain the
            insurance  coverages  described at Section  6.1.2,  and will pay all
            insurance premiums therefor prior to the due dates thereof;

      7.18  Prior Loan  Documents.  The  Borrowers  shall remain  liable for the
            Prior Debt evidenced by the Prior Loan Documents.

8.    DEFAULT.  Each of the following shall  constitute a default  hereunder and
      under each of the Loan Documents ("Default"):

      8.1   Nonpayment  of Note.  Failure  to pay when  due any  interest  on or
            principal of the Note or any renewals or modifications thereof; or

      8.2   Other  Nonpayment.  Failure  to make  payment  when due of any other
            amount  payable to the Lender under the terms of this Loan Agreement
            or any of the Loan Documents; or

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<PAGE>

      8.3   Breach of  Covenants.  Breach by  Borrowers  in the  performance  or
            observance of any covenants  made under this Agreement or any of the
            Loan Documents, or under the terms of any other instrument delivered
            to Lender in connection with this Loan Agreement; provided that with
            respect to any non-monetary covenants, a breach of such non-monetary
            covenant,  which is not cured by the  Borrowers  within  thirty (30)
            days after the occurrence thereof; or

      8.4   Creation  of  Liens.  The  creation  or  enforcement  of  any  lien,
            mortgage,  pledge,  security  interest,  encumbrance,  or other lien
            (including a lien of attachment,  judgment or execution)  securing a
            charge or obligation affecting any or all of the Collateral; or

      8.5   Ownership. The assignment, sale, transfer, encumbrance or conveyance
            of all or any  portion of the  Borrowers'  Collateral,  without  the
            prior written consent of Lender, or if any common stock interests in
            any of the Borrowers are issued by any of the Borrowers, or conveyed
            by  existing  shareholders  of  any  of the  Borrowers  without  the
            Lender's  prior written  consent,  and without  compliance  with the
            provisions of Section 7.21; or

      8.6   Judgment.  Entry by any court of final  judgment (and the expiration
            of all appeals) against any of the Borrowers which is not covered by
            insurance, or an attachment of any property of any of the Borrowers,
            either  of which is not  discharged  to the  satisfaction  of Lender
            within thirty (30) days thereof; or

      8.7   Casualty Loss;  Condemnation.  Substantial  damage or destruction by
            casualty of all or a substantial  portion of the  Collateral  (which
            damage is not covered by insurance),  or taking by rights of eminent
            domain of all or any substantial  portion of the real property owned
            by  the  Borrowers  which  materially  and  adversely   affects  the
            Borrowers' ability to conduct the Borrowers' business; or

      8.8   Bankruptcy.   The   institution   of   bankruptcy,   reorganization,
            liquidation  or  receivership  proceedings  by or against any of the
            Borrowers,  or the  making  of any  assignment  for the  benefit  of
            creditors  by or  against  any  of  the  Borrowers,  if  any  of the
            Borrowers becomes insolvent or any admission by any of the Borrowers
            of its inability to pay its debts as such debts mature; or

      8.9   Governmental  Requirements.  The  issuance  of any order,  decree or
            judgment  pursuant  to any  judicial  or  administrative  proceeding
            declaring that the Borrowers'  operation of the Borrowers'  hospital
            business is in material  violation  of any law,  ordinance,  rule or
            regulation  of  any  governmental  agency,  department,  commission,
            board, bureau or instrumentality; or

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      8.10  Representations.    Any   representation,    warranty,    statement,
            certificate,  schedule or report made or  furnished to the Lender by
            any of the Borrowers proves to be false or erroneous in any material
            respect at the time of the making thereof,  and any of the Borrowers
            fails to take or cause to be taken corrective  measures with respect
            to such  representations  or warranties  satisfactory  to the Lender
            within thirty (30) days after written notice by the Lender, and such
            corrective  measures  are not  completed  to  Lender's  satisfaction
            within thirty (30) days after such written notice is given; or

      8.11  Cross Default.  Any default (as defined or described  therein) under
            the Prior Loan Documents securing the Prior Debt.

9.    REMEDIES.  On the occurrence of a Default, as defined in Section 8 of this
      Agreement,  the Lender may, at Lender's option,  take any of the following
      actions:

      9.1   Acceleration  of  Note.  The  Lender  may  declare  the Note and all
            renewals and modifications thereof to be immediately due and payable
            whereupon the Note and any renewals and modifications  thereof shall
            become  forthwith  due  and  payable  without  presentment,  demand,
            protest or notice of any kind,  and the Lender  shall be entitled to
            proceed  simultaneously  or selectively and  successively to enforce
            its rights under the Note,  this Loan  Agreement,  and any or all of
            the Loan Documents,  and any of the instruments executed pursuant to
            the terms thereof, or in connection therewith,  and all renewals and
            modifications  thereof, and to exercise all other remedies available
            to the Lender at law or in equity.  Nothing  contained  herein shall
            limit Lender's rights and remedies available under applicable law.

      9.2   Selective  Enforcement.  In the  event  the  Lender  shall  elect to
            selectively  and  successively  enforce its rights  under any of the
            Loan  Documents,  such  action  shall  not be  deemed  a  waiver  or
            discharge  of any other lien,  encumbrance  or  security  instrument
            securing  payment of the Note  until  such time as the Lender  shall
            have  been  paid in full all  amounts  owing  under  the  Note.  The
            foreclosure  of any lien provided  pursuant to the terms of the Loan
            Documents  without the  simultaneous  foreclosure  of all such liens
            shall not merge the liens granted which are not foreclosed  with any
            interest that the Lender might obtain as a result of such  selective
            and successive foreclosure.

10.   RELEASE.  Borrowers and Guarantor  hereby  jointly and severally  release,
      acquit and forever  discharge  the Lender and the  Lender's  subsidiaries,
      affiliates,   officers,   directors,   shareholders,   agents,  employees,
      servants, attorneys and representatives,  as well as the respective heirs,
      personal  representatives,  successors  and assigns of any and all of them
      (hereafter collectively called the "Released Lender Parties") from any and
      all claims,  demands,  debts, actions, causes of action, suits, contracts,
      agreements,  obligations, accounts, defenses, offsets against indebtedness
      and  liabilities  of any kind or character  whatsoever,  known or unknown,
      suspected  or  unsuspected,  in contract or in tort,  at law or in equity,
      including without implied  limitation,  such claims and defenses as fraud,
      mistake,  duress and usury, which the Borrowers or Guarantor ever had, now

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      have, or might hereafter have against the Released Lender Parties, jointly
      or severally,  for or by reason of any matter,  cause or thing  whatsoever
      occurring prior to the date of this  Agreement,  whether or not related in
      whole or in part,  directly or indirectly to the Borrowers' or Guarantor's
      indebtedness.  In  addition,  the  Borrowers  and  Guarantor  agree not to
      commence,  join  in,  prosecute  or  participate  in  any  suit  or  other
      proceeding  in a position  which is adverse to any of the Released  Lender
      Parties arising directly or indirectly from any of the foregoing matters.

11.   MISCELLANEOUS. It is further agreed as follows:

      11.1  Recording Fees. The Borrowers will pay all recording and filing fees
            and notary fees;

      11.2  Expenses.  The Borrowers will pay all  attorneys'  fees and expenses
            incurred by the Lender which are  incidental to (a) the  negotiation
            and  preparation  of the  Loan  Documents;  (b) the  enforcement  or
            defense  of any or all of the  Loan  Documents  and  any  instrument
            executed pursuant thereto or in connection  therewith to evidence or
            secure the Borrowers'  indebtedness to the Lender,  and all renewals
            and  modifications  thereof;  (c)  the  protection  of the  Lender's
            collateral;  (d) the negotiation and preparation of all renewals and
            modifications to the Loan Documents; (e) the partial or full release
            of any of the Lender's  liens on the  Collateral;  and (f) any legal
            advice sought by the Lender in connection with the Loan Documents.

      11.3  Notices. Any notices or other  communications  required or permitted
            hereunder  shall be  sufficiently  given if delivered  personally or
            sent by facsimile  transmission  or by registered or certified mail,
            postage  prepaid,  return receipt  requested and addressed as listed
            below or to such other address as the party concerned may substitute
            by written notice to the other. All notices shall be deemed received
            on the  date of  personal  delivery,  the  date of  confirmation  of
            receipt of a facsimile transmission, or within three days (excluding
            Saturdays,  Sundays and holidays  recognized  in the United  States)
            after being mailed:

            The Borrowers and
            the Guarantor:     12060 FM 3083
                               Conroe, Texas 77301
                               Fax: (936) 539-9396

            With a copy to:    Thomas J. McCaffrey
                               Haynes & Boone, LLP
                               1000 Louisiana, Suite 4300
                               Houston, Texas 77002
                               Fax: (713) 236-5661

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            The Lender:        Stillwater National Lender and Trust Company
                               1500 S. Utica
                               Tulsa, Oklahoma 74104
                               Attn:  Jerry L. Lanier, Executive Vice President
                               Fax: (918) 523-3892

            With a copy to:    Jared D. Giddens, Esq.
                               Conner & Winters, P.C.
                               211 N. Robinson
                               1700 One Leadership Square
                               Oklahoma City, Oklahoma 73102
                               Fax: (405) 232-2695

      11.4  Amendment and Waiver. This Loan Agreement and the Loan Documents may
            not be amended or modified in any way,  except by an  instrument  in
            writing executed by all of the parties thereto;  provided,  however,
            Lender may, in writing:  (i) extend the time for  performance of any
            of  the  obligations  of  Borrowers;   (ii)  waive  any  default  by
            Borrowers; and (iii) waive the satisfaction of any condition that is
            precedent to the performance of Lender's obligations under this Loan
            Agreement.  In the  event of a waiver  of an  event  of  default  by
            Lender,  such specific event of default shall be deemed to have been
            cured and not  continuing,  but no such waiver  shall  extend to the
            reoccurrence  of the same default or any subsequent or other default
            or impair any consequence of such subsequent or other default.

      11.5  Non-Waiver; Cumulative Remedies. No failure on the part of Lender to
            exercise  and no delay  in  exercising  any  right  hereunder  shall
            operate  as a waiver  thereof,  nor  shall  any  single  or  partial
            exercise by the Lender of any right hereunder  preclude any other or
            further right of exercise thereof.  The remedies herein provided are
            cumulative and not alternative.

      11.6  Applicable Law. This Loan  Agreement,  all of the Loan Documents and
            all other  documents  executed  pursuant  thereto and in  connection
            therewith to evidence or secure the loans contemplated  hereby shall
            be  deemed  to be a  contract  made  under  the laws of the State of
            Oklahoma.  Nothing  in this Loan  Agreement  shall be  construed  to
            constitute  the Lender as a joint  venturer with the Borrowers or to
            constitute a partnership among any of such parties.

      11.7  Descriptive Headings.  The descriptive headings of the paragraphs of
            this Loan Agreement are for  convenience  only and shall not be used
            in the construction of the terms hereof.

      11.8  Integrated Agreement. This Loan Agreement, all of the Loan Documents
            and  the  other  loan  documents  executed  pursuant  hereto  or  in
            connection  herewith  constitute  the entire  agreement  between the
            parties  hereto,  and  there  are  no  agreements,   understandings,
            warranties or  representations  between the parties other than those
            set forth in such documents,  and this Loan Agreement,  and the Loan

                                       10
<PAGE>

            Documents supercede and replace all prior agreements,  letters,  and
            understandings  between the Lender the Borrowers,  including but not
            limited to a certain letter dated  December 12, 2003,  signed by the
            Lender and addressed to the Borrowers,  and the Borrowers agree that
            the Lender has no obligations under such letter.

      11.9  Time of Essence. Time is of the essence of this Loan Agreement.

      11.10 Binding Effect. This Loan Agreement shall be binding on and inure to
            the benefit of the parties hereto and their  respective  successors,
            personal representatives, legal representatives and assigns.

      11.11 Third Party Beneficiary.  Nothing in this Loan Agreement, express or
            implied, is intended to confer on any person, other than the parties
            hereto and their  respective  successors and assigns,  any rights or
            remedies under or by reason of this Loan Agreement.

      11.12 Participation.  Lender is authorized to sell participation interests
            in  the  loan  evidenced  by  this  Agreement  to  other   financial
            institutions;  and Borrowers  agree that subject to the terms of the
            agreements of participation, each holder of a participation interest
            will be entitled to rely on the terms of the loan documents executed
            in  connection  herewith  as if such  holder  had  been  named as an
            original party to the loan  documents.  In connection  with the sale
            and proposed sales of such  participation  interests,  the Lender is
            authorized to disclose all financial and other information about the
            Borrowers  and  the  Guarantors  and  provide  copies  of  the  Loan
            Documents to all  potential  and actual  participants,  and any such
            actions taken prior to the date hereof are hereby authorized.

      11.13 Accuracy of  Information.  This Loan Agreement has been entered into
            by the Lender based upon the information,  data and  representations
            furnished  by  the  Borrowers  to  the  Lender,   and  the  Lender's
            obligation  to close and fund the loan is subject  to the  continued
            accuracy  of all  matters  submitted  to  the  Lender  herewith.  By
            acceptance hereof, the Borrowers jointly and severally represent and
            warrant  to  the  Lender  that  all  such   information,   data  and
            representations heretofore and hereafter furnished to the Lender are
            complete  and  accurate  in  all  material  respects  and  there  is
            contained therein no untrue statement of a material fact or omission
            to state a material fact  necessary in order to make the  statements
            made in light of the  circumstances  under  which they were made not
            misleading,  and this warranty shall be true at the time the loan is
            closed and shall survive closing.  There shall be no material change
            at the time the loan is closed of the  income  and  expenses  of the
            property,  the  financial  condition of the  Borrowers and all other
            features of the transaction shall be as represented by the Borrowers
            to the Lender.

                                       11
<PAGE>

      11.14 Maximum Legal Rate of Interest. Notwithstanding any other provisions
            of this Loan Agreement or any of the Loan Documents to the contrary,
            the total interest charges incurred by the Borrowers pursuant to the
            Note shall not  exceed the  maximum  legal  rate of  interest  under
            Oklahoma  law.  If the holder of the Note shall ever be  entitled to
            receive,  collect or apply, as interest on the loans,  any amount in
            excess of the maximum legal rate of interest permitted to be charged
            by  applicable  law,  and,  in the event any holder of the Note ever
            receives,  collects or applies,  as interest,  any such excess, such
            amount  which would be  excessive  interest  shall be applied to the
            reduction of the unpaid  principal  balance of the Note,  and if the
            principal  balance is paid in full,  any  remaining  excess shall be
            forthwith  paid to  Borrowers.  In  determining  whether  or not the
            interest paid or payable under any specific  contingency exceeds the
            highest  lawful rate,  Borrowers  and Lender  shall,  to the maximum
            extent  permitted,   under  applicable  law:  (a)  characterize  any
            non-principal  payment as an expense,  fee or premium rather than as
            interest; (b) exclude voluntary prepayments and the effects thereof;
            (c) "spread" the total amount of interest on the Note throughout the
            entire  term of the  Note  so  that  the  interest  rate is  uniform
            throughout the entire term of the Note.

      11.15 No Responsibility of Lender.  Notwithstanding  any term or provision
            of the Loan  Documents,  Lender  shall  not have any  obligation  or
            responsibility  for the  management,  conduct  or  operation  of the
            business and affairs of Borrowers.  No provision hereof or of any of
            the other Loan Documents shall be construed or interpreted to create
            any  relationship  between  Borrowers  and Lender other than that of
            debtor and creditor.

      11.16 Jurisdiction.  The Borrowers  hereby jointly and severally submit to
            the  jurisdiction  of any state or  federal  court  located in Tulsa
            County,  Oklahoma,  or in Harris  County,  Texas,  as elected by the
            Lender,  in connection  with any action or proceeding  commenced for
            the collection,  enforcement, or defense of this Loan Agreement, the
            Note,  or any of the other Loan  Documents,  and  hereby  waives all
            objections  to  venue  or any  objections  based  on the  theory  of
            non-convenient forum in connection therewith.

      11.17 Counterparts.  This  Agreement  may  be  executed  in  two  or  more
            counterparts,  each of which will be an original instrument, but all
            of which taken together will constitute one agreement.

      IN WITNESS  WHEREOF,  the parties have caused this  instrument  to be duly
executed as of the day and year first above written.

                                    SHUMATE  MACHINE  WORKS, INC., A TEXAS
                                    CORPORATION

                                       12
<PAGE>

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

                                    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

                                    (the "Borrowers")




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

                                    (the "Guarantor")

                                    STILLWATER NATIONAL BANK AND TRUST COMPANY

                                    By:   /s/ Carol A. Kinzer
                                       -------------------------------
                                    Name: Carol A Kinzer
                                    Title:      Senior Vice President

                                    (the "Lender")


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