EXHIBIT 10.5(l)

SPEC-AIR                                                      FAX # 915/877-1538
Special Performance Engineering Capacity
7249 Bosque Rd.,Canutillo, Texas 79835                              915/877-3136
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                                   ADDENDUM A
                       INVOICE #028019 - OCTOBER 21, 1994
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The following  constitutes the sales agreement between Bacchus  Industries Inc.,
hereinafter called "BII") and:

                                    Mr. Stephen L. Callaham
                                    Spec-Air
                                    7249 Bosque Road
                                    Canutillo, Texas  79835

hereinafter called "Spec-Air",  and in which BII agrees to sell to Spec-Air heat
exchanger  manufacturing  equipment with "first  refusal"  repurchase  option in
favor of BII.

                                LIST OF EQUIPMENT
                                -----------------
<TABLE>
<CAPTION>

    BII                     SPEC-AIR                                                    SALES
EQUIPMENT #                EQUIPMENT #      EQUIPMENT DESCRIPTION                       PRICE
-----------                -----------      ---------------------                       -----

<S>                        <C>              <C>                                         <C>
OUTEHP001                  93001711         100 Ton Hydraulic Press                     $ 12,000.00
OUTMPP002                  93001724         Pin Plate 42 x 28 Mold                      $ 36,000.00
OUTMPP003                  93001731         Pin Plate 42 x 28 Mold                      $ 36,000.00
76EVFCTS1                  93001742         Vacuum Former-Cain D/Mold Shuttle           $ 63,500.00
76EWVAT01                  93001785         Double Shuttle E2PAK Dip Vat                $  9,000.00
76EMPPSD05                 93001757         Pin Plate 17 x 18.5 x 22.75SD Mold          $ 42,000.00
76EMPPSD04                 93001763         Pin Plate 17 x 18.5 x 22.75SU Mold          $ 42,000.00
None                       93001777         Nordson Hot Melt Glue Machine               $  7,400.00
                                                                                        -----------
                                                     TOTAL  SALES  PRICE                $247,900.00
                                                                                        ===========
</TABLE>

The terms of this sale shall be as follows:

1. The term of this agreement is five (5) years.

2. Should  Spec-Air or the mortgage holder decide to sell or move the equipment,
BII shall have a priority  option to  repurchase  the equipment at the price set
forth in the attached schedule. BII shall have 60 days to effect said repurchase
from the receipt of notice that Spec-Air or the mortgage  holder intends to sell
or move the equipment, except where such sale or movement is the result of BII's
default on the conditions of this agreement.

3.  Spec-Air  agrees  that  BII will  continue  to  operate  and  maintain  said
equipment.  Maintenance  shall include both  preventive  and causative to ensure
that  all  equipment  is  in  good  operating  condition.   At  Spec-Air's  sole
discretion,  subject  to the  terms  of the  equipment  repurchase  by BII,  the
equipment may be removed, sold or otherwise disposed of in any manner determined
appropriate.  BII shall not move the equipment from its current location without
the expressed and written consent of Spec-Air.




<PAGE>



4. In consideration  of the use of said equipment,  BII shall pay $48,010.56 per
year to Spec- Air as an equipment rental fee.

5.  During  the term of this  agreement,  based on  compliance  with the  terms,
Spec-Air will purchase engineering plastic from Klocknor Pentatherm on behalf of
BII for its  production  of heat  exchanges.  Spec-Air will bill BII the cost of
such purchases.

6.  Bacchus  will  produce and deliver  $25,000 per week in heat  exchangers  to
Spec-Air,  based on the  supply  of  plastic,  and be paid  $12,500.00  with the
additional  $12,500.00 held by Spec-Air as a  non-refundable  payment toward the
repurchase  of the said  equipment  (except for the first  payment each calendar
month which will have the repurchase credit reduced by the amount of the monthly
equipment  rental)  until  the   non-refundable   account  equals   $100,000.00.
Thereafter,  BII will produce  $12,500 per month for Spec-Air and Spec-Air  will
have  absolute  first refusal on any heat  exchangers  produced in excess of the
foregoing  minimum.  BII agrees that it will price all heat exchangers 25% above
the sales price to Spec-Air for those heat  exchangers sold to any parties which
were  not a part of the  pre-purchase  agreement.  In  addition,  BII will pay a
royalty to  Spec-Air  for such third party sales in the amount of $8.00 per foot
on large heat exchangers and $2.65 per foot on small heat exchangers.

         a. The price of E2PAK heat  exchangers  shall be set at .34  multiplier
for the purpose of calculating the monthly production quota and shall constitute
the sales price throughout the term of this contract except that this multiplier
may be adjusted  upward to reflect the actual  documented  cost increases and in
accordance with cost ratios.

         b. For the purposes of this  agreement,  "...produce and deliver..." as
set forth above,  solely  includes E2PAK heat  exchangers  which meet the normal
production  standards  of quality.  Therefore,  E2PAK's  which leak or otherwise
demonstrate quality failure, do not count towards the production quota, and they
will be returned to BII for repair.

         c. During the period of this agreement, BII agrees that ADA Systems and
Barnhart-  Taylor shall only be permitted to purchase heat  exchangers  directly
from Spec-Air.

7. Minimum monthly production payments from Spec-Air will be based on $12,500 in
heat  exchangers  delivered.  Deliveries  in excess of $12,500 per month will be
approved by Spec-Air. Payments may be reduced up to 50% for reimbursement of the
monthly rental payment and payment of any outstanding BII account.

8. BII will,  throughout  the term of this  agreement,  permit  Spec-Air  or its
representatives  to  have  immediate  access  to BII  facilities  during  normal
business  hours for purposes of inventory and  inspection of subject  equipment,
heat exchangers, etc. No prior notification is required for this access.

9. BII will  provide up to three (3)  storage  trailers  until  12/31/94,  to be
parked  on  Spec-Air  property  and used  for the  storage  of heat  exchangers.
Spec-Air will accept all liability for the  safekeeping  of such trailers  while
they are parked on its property.

10.  Spec-Air  will be  notified  not less than seven (7) days in advance of BII
initiated  dissolution,  bankruptcy or  re-organization,  or, within 24 hours of
such  dissolution,  bankruptcy  or  reorganization  is the result of other legal
action, and permitted immediate access to the encumbered  equipment for purposes
of  repossession  at any BII  property.  This will  include heat  exchangers  in
storage, under manufacture or materials for manufacturing heat-exchangers; which
will be considered encumbered for purposes of this action.


11. Upon  entering  into this  agreement,  throughout  its term and  thereafter,
Spec-Air may  separately  market those heat  exchangers not utilized for its own
production.




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<PAGE>

12. Default of contract will be defined to include the following:

         a. Failure to make full rental payment for a term exceeding  forty-five
(45) days.

         b.  Failure  to  comply  with  E2PAK  production  schedule  for a  term
exceeding forty- five (45) days.

         c. Failure to comply with any conditions of this contract.

13.  Should BII  default  within the  meaning  of this  contract,  BII agrees to
perform as follows:

         a. Those funds held by Spec-Air (set forth in paragraph 6. above) fully
revert to Spec-Air and are not refundable in any amount to BII.

         b. Permit Spec-Air or its  representatives to have immediate (within 24
hours of  notification of default) access to all BII facilities for the purposes
of taking possession of the equipment to BII under this agreement,  or which may
be otherwise encumbered to Spec-Air,  to recover any materials utilized in E2PAK
fabrication,  or E2PAKs in storage, all of which shall be considered  encumbered
by this contact and subject to repossession  without  intervening  litigation by
BII staff, owners, stock-holders, or other BII interested parties.

         c. BII will provide bill of materials for manufacturing heat exchangers
as well as a complete list of suppliers, addresses, parts numbers, etc.

         d. BII will provide complete operating manuals, settings,  calibrations
and  related  specific  instructions  for the set-up  and use of the  encumbered
equipment.

         e. BII will fully disclose all proprietary  information  related to the
manufacture  of  heat  exchangers  and  on-site  assistance  in the  set-up  and
operational training of the equipment for a term of not more than 80 hours at no
cost and will be available for  subsequent  instruction  for a fee of $25.00 per
hour.

14. Upon  acceptance  of this  agreement and receipt of lease  purchase  funding
Spec-Air will provide BI with $89,700.00 of the funds realized.

15. This agreement supersedes all previous agreements related to this purchase

THE FOREGOING SHALL CONSTITUTE THE FULL TERMS OF THIS AGREEMENT.


/s/  STEPHEN L. CALLAHAM                          /s/  ROCKY BACCHUS  Treasurer
---------------------------                       ------------------------------
Stephen L. Callaham,                                   Rocky Bacchus
Spec-Air                                               Bacchus Industries, Inc.



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