EXHIBIT
        10.3

      


      
        	$465,495.00  	
                 October
                  1, 2004

              	
                 Houston,
                  Texas

              


      

       

      


      AMENDED
        AND RESTATED PROMISSORY NOTE

      


      Flotek
        Industries, Inc., a Delaware corporation (hereinafter called "Maker"), for
        value
        received, promises and agrees to pay on or before the Maturity Date (as
        hereafter defined), to Oklahoma Facilities LLC, an Oklahoma limited liability
        company, or its assigns (hereinafter called "Payee") in lawful money of the
        United States of America the principal sum $465,495.00, together with interest
        on the unpaid principal balance at a rate equal to the “National Prime” Rate
        Floating (as reported in the Wall Street Journal ) + 7.25% per annum, adjustable
        as of date of change, (calculated on the basis of a 365-day year).

      


      Maker
        shall pay the holder hereof on a monthly basis beginning on January 1, 2005
        the
        amount of $15,461.10 per calendar month, with such payments continuing on
        the
        first day of each calendar month thereafter until the principal and all accrued
        interest under this Note is paid in full. Maker shall pay the holder hereof
        on
        October 8, 2004 the amount of all accrued and unpaid interest though September
        30, 2004, totaling approximately $6,816.00. Maker shall pay monthly accrued
        interest of $4,654.95 on November 1, 2004 and December 1, 2004. Principal
        and
        accrued interest remaining unpaid shall be due and payable in one lump sum
        payment upon the day or date (“Maturity Date”) that is the earlier of (i) July
        1, 2005, or (ii) within a reasonable period of time (not to exceed three
        (3)
        days) following receipt in full by Maker of the amount owing to Maker or
        its
        affiliate by Servicios Tecnicos Petrovalve under Invoice No. IN000995 dated
        April 11, 2002 in the full amount of $406,790.00. Partial payments made
        following receipt in full or part by Maker of the amount owing to Marker
        or its
        affiliate by Servicios Tecnicos Petrovalve under Invoice No. IN000995 dated
        April 11, 2002 shall defer the scheduled following calendar month payment
        of
        $15,461.10 by Maker to Payee if amount paid is equal to or greater than
        $15,461.10. If any amount owing under this Note is due and payable on a day
        that
        is not a business day, such payment shall instead be due and payable on the
        next
        succeeding business day. If any amount owing under this Note is due and payable,
        payment must be made within 3 business days of the scheduled payment or a
        $500.00 late payment penalty will be incurred and owed by Maker to Payee.
        Maker
        has the right to prepay this Note in whole or in part at any time and from
        time
        to time without penalty, on not less than five business days' prior notice.
        Any
        such prepayment shall be applied ratably to all remaining installments of
        principal not then due.

      


      For
        purposes of this Note, an "Event of Default" shall occur whenever: (a) default
        is made in the payment when due of any installment of principal on this Note
        and
        such default has not been cured within fifteen (15) days of written notice
        thereof, (b) default is made in the payment when due of any installment of
        interest on this Note and such default has not been cured within fifteen
        (15)
        days of written notice thereof, (c) Maker shall commence a voluntary case
        or
        other proceeding seeking liquidation, reorganization or other relief with
        respect to itself or its debts or other liabilities under any bankruptcy,
        insolvency or other similar law now or hereafter in effect, and (d) an
        involuntary case or other proceeding shall be commenced against Maker which
        seeks liquidation, reorganization or other relief with respect to Maker or
        its
        debts or other liabilities under any bankruptcy, insolvency or other similar
        law
        now or hereafter in effect and such involuntary case or other proceeding
        shall
        remain undismissed for a period of 90 days.

      


      If
        an
        Event of Default shall occur, the holder hereof may, at the option of the
        holder, without demand, notice, or presentment, declare the entire unpaid
        principal balance of this Note, together with all accrued unpaid interest
        thereon, to be due and payable immediately. Upon any such declaration, the
        principal of this Note and all accrued interest shall become and be immediately
        due and payable, and the holder hereof may thereupon proceed to protect and
        enforce the obligations of the Maker hereunder by suit in equity, by action
        of
        law, or by other appropriate proceedings, whether for specific performance
        (to
        the extent permitted by law) of any covenant or agreement contained herein
        or in
        aid of the exercise of any power granted herein, or proceed to enforce the
        payment of this Note or to enforce any other legal or equitable right of
        the
        holder hereof. 

      


      Maker
        agrees to pay all reasonable costs and expenses expended or incurred by Payee
        in
        connection with the enforcement of this Note and collection of any sums due
        hereunder.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      It
        is the
        intention of Maker and Payee to conform strictly to applicable usury laws.
        Accordingly, if the transactions contemplated hereby would be usurious under
        applicable law (including the laws of the State of Texas and the laws of
        the
        United States of America), then, in that event, notwithstanding anything
        to the
        contrary herein or in any agreement entered into in connection with or as
        security for this Note, it is agreed that the aggregate of all consideration
        which constitutes interest under applicable law that is taken, reserved,
        contracted for, charged or received under this Note or under any of the other
        aforesaid agreements or otherwise in connection with this Note shall under
        no
        circumstances exceed the maximum amount of interest allowed by applicable
        law,
        and any excess shall be canceled automatically and, if theretofore paid,
        shall
        be credited on the Note by the holder hereof (or, to the extent that this
        Note
        shall have been or would thereby be paid in full, refunded to the
        Maker).

      


      The
        payment of this Note is secured pursuant to the terms of a Security Agreement
        dated the date hereof between Maker and Payee (the “Security
        Agreement”).

      


      This
        note
        has been executed and delivered in and shall be construed in accordance with
        and
        governed by the laws of the State of Texas and of the United States of
        America.

       

      
        	 	 	 
	 	FLOTEK
                INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jerry
                D. Dumas, Sr.
	 	
                
Jerry
                D. Dumas, Sr.
	 	Chairman
                & CEO


      

       

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ David
                Erwin
	 	
                
David
                Erwin
	 	Oklahoma
                Facilities LLC.