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                                                                   EXHIBIT 10.23

                    THIRD AMENDMENT TO EARNEST MONEY CONTRACT

        This Third Amendment to Earnest Money Contract (this "Amendment") is
made to be effective as of the 22th day of August, 2003, by and between COOPER
POWER TOOLS, INC. ("Seller"), and OYOG Operations, L.P. ("Purchaser").

                                    RECITALS:

A.              Seller and Purchaser entered into that certain Earnest Money
Contract dated May 27, 2003, but effective as of May 30, 2003, as amended by
First Amendment to Earnest Money Contract dated effective as of July 14, 2003,
and as amended by Second Amendment to Earnest Money Contract dated effective as
of August 14, 2003 (as amended, the "Purchase Agreement"), providing for the
sale by Seller to Purchaser of 19.2155 acres of land out of the W. C. Wallace
Survey, A-848, Harris County, Texas (the "Land"), said Land being more
particularly described in Exhibit A attached to the Purchase Agreement. Each
capitalized term used in this Amendment, unless otherwise defined herein, shall
have the meaning ascribed to such term in the Purchase Agreement.

B.              Section 6 of the Purchase Agreement, entitled "Inspection
Period," now provides until August 22, 2003 in which to make certain
inspections.

C.              Seller and Purchaser have agreed to extend the Inspection Period
upon the terms and conditions set forth below.

        NOW, THEREFORE, premises considered and for Ten Dollars ($10.00) and
other good and valuable consideration each paid to the other, receipt of which
is hereby acknowledged, Seller and Purchaser agree to amend the Purchase
Agreement in the following respects:

1.              The Inspection Period is hereby extended to Friday, August 29,
        2003. The date for the "closing" under Section 4 of the Purchase
        Agreement shall be on or before Friday, September 5, 2003. For the
        avoidance of error, any other deadlines in the Purchase Agreement
        originally scheduled in reference to or after the expiration of the
        Inspection Period, are hereby extended to August 29, 2003.

2.              Each party acknowledges and agrees that all obligations and
        duties of the other party under the Purchase Agreement (as hereby
        amended) required to be performed prior to the date hereof, have been
        satisfactorily performed.

3.              Seller and Purchaser ratify and confirm the Purchase Agreement,
        as hereby amended, as continuing in full force and effect.

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        EXECUTED to be effective as of the date first hereinabove written.

                                        PURCHASER:

                                        OYOG Operations, L.P.


                                        By:    /s/ THOMAS MCENTIRE
                                            --------------------------------
                                        Name:  Thomas T. McEntire
                                        Title: CFO


                                        SELLER:

                                        COOPER POWER TOOLS, INC.


                                        By:    /s/ RANDALL AMMERMAN
                                            --------------------------------
                                        Name:  Randall B. Ammerman
                                        Title: Vice President

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