AMENDED AND RESTATED PROMISSORY NOTE

$ 5,633,053.00                                                  October 28, 2005
                                                         Oklahoma City, Oklahoma

      FOR VALUE RECEIVED, the undersigned SHUMATE MACHINE WORKS, INC., a Texas
corporation ("Machine"), and SHUMATE INDUSTRIES INC. (formerly EXCALIBUR
INDUSTRIES, INC.), a Delaware corporation ("Industries") (Machine and Industries
are collectively referred to herein as the "Borrowers"), jointly and severally
promise to pay to the order of STILLWATER NATIONAL BANK AND TRUST COMPANY, and
its successors and assigns (the "Lender") at 1500 South Utica Avenue, Tulsa,
Oklahoma 74104, or at such other place as may be designated in writing by the
Lender, the principal sum of FIVE MILLION SIX HUNDRED THIRTY THREE THOUSAND
FIFTY THREE DOLLARS ($5,633,053.00), or so much thereof which is currently
outstanding together with interest hereon at the interest rates hereinafter
stated, payable as set forth below. This Note is an amendment, modification and
restatement of SNB Note Nos. 5195802, 5198301, 5423900, 550600, 5528400,
5732800, and 5831900 (the "Original Notes") which Original Notes are not being
repaid or refinanced by virtue of the issuance and acceptance of this
instrument. It is the intent of the Borrowers and Lender that the Indebtedness
of this instrument shall be a continuance of the Indebtedness of the Original
Notes.

      Unless otherwise defined herein, all terms defined or referenced in that
certain Loan Agreement of even date herewith between the Borrowers and the
Lender (the "Loan Agreement") will have the same meanings herein as therein.

      Interest on this Note 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 hereon shall be calculated for the actual number of days elapsed at a
per diem charge based on a year consisting of 360 days.

      Payments on this Note will be paid monthly, commencing on November 30,
2005, with payments on the last day of each calendar month thereafter. The first
six (6) payments will be for interest only. Thereafter, principal and interest
payments will be payable for twenty-four (24) months based on a one hundred
twenty (120) month amortization. The entire unpaid principal balance of this
Note and all accrued interest hereon will be due and payable on April 19, 2008
(the "Maturity Date").

      This Note is executed and delivered in connection with, and subject to the
terms and conditions contained in, the Loan Agreement. Payments hereunder may,
at the option of the Lender, be recorded on this Note or on the books and
records of the Lender and will be prima facie evidence of said payments and the
unpaid balance of this Note. All payments will first be applied to the payment
of accrued interest and the balance will be applied in reduction of the
principal balance hereof provided that no payment will be applied to this Note
until received by the Lender in collected funds.

<PAGE>

      The Borrowers will have the right to prepay this Note in whole or in part
at any time and from time to time without premium or penalty.

      If a payment owing hereunder is more than ten (10) days late, the
Borrowers will be charged ten percent (10%) of such unpaid payment or $500.00,
whichever is less, as a late charge, or in the alternative, at the Lender's
option, while any Default exists hereunder or under the Loan Agreement or in the
performance or observance of any of the terms, covenants or conditions of this
Note or any of the documents evidencing or securing this Note or of any
instrument now or hereafter securing the payment of the indebtedness evidenced
hereby, the entire unpaid principal balance hereof shall bear interest at the
per annum rate equal to six percent (6%) in excess of the then current interest
rate payable hereunder, but not less than fifteen percent (15%). During the
existence of any such Default, the Lender may apply payments received on any
amounts due hereunder, or under the terms of any instrument now or hereafter
evidencing or securing such indebtedness, as the Lender may determine, and if
the Lender so elects, notice of election being expressly waived, the principal
hereof remaining unpaid, together with accrued interest, shall at once become
due and payable. Any and all additional interest at the rate provided in this
paragraph which has accrued shall be payable at the time of, and as a condition
precedent to, the curing of any Default.

      The Borrowers jointly and severally agree that if, and as often as, this
Note is placed in the hands of an attorney for collection or to defend or
enforce any of the Lender's rights hereunder or under any instrument securing
payment of this Note, the Borrowers will pay the Lender's reasonable attorneys'
fees and expenses, all court costs and all other reasonable expenses incurred by
the Lender in connection therewith.

      This Note is issued by the Borrowers and accepted by the Lender pursuant
to a lending transaction negotiated, consummated, and to be performed in
Oklahoma. Payment of this Note is secured by a certain Security Agreement of
even date herewith (the "Security Agreement"). This Note is to be construed
according to the internal laws of the State of Oklahoma. All actions with
respect to this Note, the Security Agreement or any other instrument securing
payment of this Note may be instituted in the state or federal courts in Tulsa
County, Oklahoma, or Oklahoma County, Oklahoma, as the Lender may elect, and by
execution and delivery of this Note, the Borrowers jointly and severally
irrevocably and unconditionally submit to the jurisdiction (both subject matter
and personal) of each such court and irrevocably and unconditionally waives: (a)
any objection the Borrowers might now or hereafter have to the venue in any such
court; and (b) any claim that any action or proceeding brought in any such court
has been brought in an inconvenient forum.

      On the failure to pay any principal or interest when due hereunder, or
under certain other promissory notes (as defined or described in the Loan
Agreement), or on the occurrence of any Default under the Loan Agreement, as
defined or described therein, at the option of the Lender, the entire
indebtedness evidenced by this Note will become immediately due, payable and
collectible then or thereafter as the Lender might elect, regardless of the date
of maturity hereof. Failure by the Lender to exercise such option will not
constitute a waiver of the right to exercise the same in the event of any
subsequent Default.


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<PAGE>

      The makers, endorsers, sureties, guarantors and all other persons who may
become liable for all or any part of this obligation severally waive presentment
for payment, protest and notice of nonpayment. Said parties consent to any
extension of time (whether one or more) of payment hereof, release of all or any
part of the security for the payment hereof or release of any party liable for
the payment of this obligation. Any such extension or release may be made
without notice to any such party and without discharging such party's liability
hereunder.

      IN WITNESS WHEREOF, the Borrowers and Lender have executed this instrument
effective the date first above written.


                                        SHUMATE MACHINE WORKS, INC., a Texas
                                        corporation

                                        By: /s/ Matthew C. Flemming
                                            ------------------------------------
                                        Name: Matthew C. Flemming
                                              ----------------------------------
                                        Title: Chief Financial Officer
                                               ---------------------------------


                                        SHUMATE INDUSTRIES, INC. (formerly
                                        EXCALIBUR INDUSTRIES, INC.), a Delaware
                                        corporation

                                        By: /s/ Matthew C. Flemming
                                            ------------------------------------
                                        Name: Matthew C. Flemming
                                              ----------------------------------
                                        Title: Chief Financial Officer
                                               ---------------------------------

                                        (the "Borrowers")


                                        STILLWATER NATIONAL BANK AND TRUST
                                        COMPANY, a national banking association

                                        By: /s/ Michael Mattson
                                            ------------------------------------
                                        Name: Michael Mattson
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------

                                        (the "Lender")


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