LOAN AGREEMENT

      THIS LOAN  AGREEMENT  (the "Loan  Agreement") is entered into on this 29th
day of  September  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"), and STILLWATER NATIONAL
BANK AND TRUST COMPANY (the "Lender").

                              W I T N E S S E T H :

1.    LENDING  AGREEMENT.  Subject to the terms and conditions  hereinafter  set
      forth,  Lender  agrees to lend to  Borrower,  and the  Borrower  agrees to
      borrow from the Lender,  a sum not to exceed  THREE  MILLION  FOUR HUNDRED
      FIFTY  THOUSAND  DOLLARS  ($3,450,000.00),  as  evidenced by the Notes (as
      defined below).

2.    BORROWERS' NOTES. The indebtedness will be evidenced by the following Term
      Note and the Revolving Note (each as defined below) (the Term Note and the
      Revolving Note are referred to collectively as the "Notes"):

      2.1.  Term Note.  Promissory  Note of even date  herewith in the principal
            face amount of TWO  MILLION  FOUR  HUNDRED  FIFTY  THOUSAND  DOLLARS
            ($2,450,000.00)  ("Term Note"),  which will be in form and substance
            and payable on the terms  approved by Lender.  Interest only will be
            paid monthly  commencing  October 31,  2004,  and on the last day of
            each month thereafter.  The Term Note shall mature and become due on
            January 15, 2005, at which time,  the Borrowers  will make a balloon
            payment of the entire  outstanding  principal  balance together with
            all accrued interest and other charges, if any.

      2.2.  Revolving  Line  of  Credit.  The  Lender  will  provide  Shumate  a
            revolving line of credit as follows:

            2.2.1. Revolving Note.  Promissory Note of even date herewith in the
                   principal face amount of ONE MILLION DOLLARS  ($1,000,000.00)
                   in form and  substance  and payable on the terms  approved by
                   the Lender (the " Revolving Note"). The aggregate of advances
                   made  during the term of the Note may exceed the face  amount
                   thereof,  but the unpaid  principal  balance  due on the Note
                   will not  exceed  the  lesser of (a) the  Borrowing  Base (as
                   defined below) or (b) the face amount of the Note.

            2.2.2. Advances.  Advances  under the Revolving Note will be limited
                   to the Borrowing Base. The Borrowing Base shall be determined
                   on a monthly basis upon the  submission of a signed  "Monthly
                   Borrowing Base  Certificate"  in form as is shown on Schedule
                   "1" attached  hereto,  or such other form as  satisfactory to
                   Lender.  Each  Monthly  Borrowing  Base  Certificate  will be
                   supported by a current  accounts  receivable  aging, and such
                   other  documentation  that  may  reasonably  required  by the
                   Lender to determine the Borrowing Base.  After  determination
                   of the  Borrowing  Base for any  given  month,  Borrower  may
                   obtain  advances by  submitting  an "Advance  Request" in the
                   form satisfactory to Lender.

<PAGE>

            2.2.3. Authority to Request  Advances.  The Lender may make loans in
                   any  amount  and in any  manner  requested  in writing by any
                   officer  or  agent of  Shumate  or by any  person  reasonably
                   believed  by the Lender to be an officer or agent of Shumate.
                   Loan  proceeds  may be  disbursed  by deposit in any  deposit
                   account of Shumate,  by an instrument  payable  Shumate.  The
                   Borrowers and Lender  acknowledge  and agree that the initial
                   advance shall be in the amount of  $____________________  and
                   deposited  to Shumate's  operating  account  maintained  with
                   Lender.

            2.2.4. Purpose . Funds  advanced  under the  Revolving  Note will be
                   used by the Borrowers solely for the following purposes:  (a)
                   to provide general working capital to Shumate; (b) to pay all
                   fees owing to the  Lender,  and all  expenses  payable by the
                   Borrowers  pursuant to the terms hereof; and (c) to reimburse
                   the Lender for out-of-pocket  expenses incurred by the Lender
                   in   connection   with   the   preparation,   administration,
                   amendment, modification and enforcement of the Loan Documents
                   (as defined in Section 7.2 hereof), including but not limited
                   to attorneys' fees and expenses.

      2.3.  Interest.  The Notes  will bear  interest  on the  unpaid  principal
            balance  at a per annum rate  equal to the  Reference  Rate 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  on the Notes will be paid  monthly
            commencing on October 31, 2004, and on the last day of each calendar
            month  thereafter.  The entire unpaid principal balance of the Notes
            and all accrued  interest thereon will be due and payable on January
            15, 2005.

      2.4.  Prepayment.  Borrowers  may  prepay  the Notes at any time,  without
            premium or penalty.  Each  prepayment  will be applied by the Lender
            first to the  payment of unpaid fees and  expenses,  then to accrued
            interest on the Revolving Note and then to the payment of principal.
            In  addition,  if at any time the  aggregate  outstanding  principal
            balance of the debt under the Revolving Note exceeds the then amount
            of the Borrowing  Base,  the Borrowers  shall  immediately,  without
            notice or demand,  prepay the  Revolving  Note in an amount equal to
            the excess.

      2.5.  Notation of Advances. The Lender shall have the right (acting at its
            sole  discretion  with or without the consent of the  Borrowers)  to
            make  notations  of advances by it to Shumate and  payments to it by
            Shumate on any  liability  ledger  records  maintained by or for the
            Lender as to  indebtedness  of  Borrowers,  and such ledger shall be
            presumed correct until the contrary is established by Shumate.  Upon
            demand by the Lender at any time or from time to time,  Shumate will
            confirm and admit by signed writing the exact amount of indebtedness
            for principal and interest then  outstanding  under this  Agreement.
            Any billing  statement or  accounting  rendered by or for the Lender
            shall be conclusive  and fully binding on Borrower  unless  specific
            written  notice of  exception  is given to the  Lender  by  Borrower
            within thirty (30) days thereafter.


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<PAGE>

      2.6.  Lending  Restrictions.  Notwithstanding  any other provision of this
            Agreement or the other Loan  Documents,  any advance herein provided
            for  will not be  required  to be made by the  Lender:  (a) if after
            making such  advance,  the Lender  would,  as determined in the sole
            discretion of the Lender,  exercised in good faith,  be in violation
            of any regulatory  requirements  imposed by any branch of government
            of the United  States of America  or any state  thereof;  (b) if any
            event of Default has  occurred  and has not been cured by a borrower
            or  waived  by the  Lender;  (c)  if,  since  the  the  date of this
            Agreement and up to the date of the advance request,  any litigation
            or governmental proceeding has been instituted against a Borrower or
            any of the  Collateral,  which, if decided  adversely,  will, in the
            reasonable  opinion of the  Lender,  adversely  affect to a material
            extent,  the  financial   condition  or  continued  operation  of  a
            Borrower;  or (d) if, since the date of this Agreement and up to the
            date of the advance request, any loss, destruction, liens, claims or
            encumbrances  against  any of the  Collateral  (other  than those in
            favor of the Lender) have occurred,  been made or filed and have not
            been removed or settled to the satisfaction of the Lender.

3.    RECOURSE. The Notes will be full recourse to the Borrowers.

4.    BORROWING BASE.  "Borrowing  Base" means, as of any given date, the sum of
      the  following:  (a)  eighty  percent  (80%),  or  at  the  Lender's  sole
      discretion  any  lesser  percentage  designated  upon 60 days  notice,  of
      Eligible Accounts  Receivable of Shumate;  plus (b) fifty percent (50%) of
      the value of the  inventory  of Shumate,  up to a maximum of the lesser of
      (i) One Hundred Thousand Dollars  ($100,000.00) or (ii) the amount of (a),
      above, and subject to the following:

      4.1.  Accounts  Receivable.  "Accounts  Receivable" means, as of any given
            date,  all  accounts  receivable  of  Shumate  for  goods  sold  and
            delivered and services rendered by Shumate in the ordinary course of
            the business presently conducted by Shumate and representing amounts
            then invoiced and due and owing. An Account  Receivable  shall be an
            "Eligible  Account   Receivable,"  and  shall  be  included  in  the
            Borrowing  Base, only if and so long as it meets each and all of the
            following requirements:

            4.1.1. It is a valid,  genuine and legally  enforceable  obligation,
                   subject  to no  defense,  set  off or  counter-claim,  of the
                   account  debtor  or  other  obligor  named  herein  or in the
                   records of Shumate pertaining  thereto,  and that Shumate has
                   not  received  from the account  debtor or other  obligor any
                   notification  repudiating  such  obligation or asserting that
                   such  obligation  is  subject  to  any  defense,  set  off or
                   counterclaim; and


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<PAGE>

            4.1.2. It is  owned by  Shumate  free  and  clear of all  interests,
                   liens,  attachments,  encumbrances  and  security  interests,
                   except the security  interest  granted to the Lender pursuant
                   to this Agreement; and

            4.1.3. The account  debtor or other obligor is located in the United
                   States; and

            4.1.4. Not more than ninety (90) days have expired since the date of
                   invoice;  or, if the Lender in its sole discretion accepts as
                   eligible an Account  Receivable which is due on a date stated
                   in the  invoice,  not more than thirty (30) days have expired
                   since the date stated; and

            4.1.5. None of the  Borrowers  has  received  notice from the Lender
                   that the credit of the account debtor is not  satisfactory to
                   the Lender for any reason; and

            4.1.6. The  account  debtor  is not an  entity  in which  any of the
                   Borrowers has a controlling interest; and

            4.1.7. The  entire   receivable  of  one  account   debtor   becomes
                   ineligible if more than ten percent (10%) of the total due is
                   over ninety (90) days past due,  unless the ten percent (10%)
                   over ninety (90) days is attributable to an isolated  dispute
                   over a specific invoice.

      4.2.  Inventory.  The value of inventory used in determining the Borrowing
            Base  shall  equal  the  value of raw  material  plus  the  value of
            finished  product  and  shall not  include  the value of any work in
            progress.

5.    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 Notes and
      all renewals, amendments and modifications thereof shall be secured by the
      following (the "Collateral"):

      5.1.  Security  Agreement.  The  Borrowers  shall  execute  and deliver to
            Lender a Security  Agreement (the "Security  Agreement")  granting a
            first  priority  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, and all proceeds, products,
            rents, profits and income therefrom,  and UCC-1 Financing Statements
            as  necessary  to  perfect  Lender's   security   interest  in  such
            Equipment.

      5.2.  Lockbox  Agreement . The Lender and Borrowers  agree that (a) Lender
            will establish a lockbox  account (the "Lockbox") for the receipt of
            payments  on account and  accounts  receivable  of Shumate;  (b) the
            Borrowers  will  cooperate  with  Lender to assure  that all account
            debtors of Shumate are  notified to make  payments on account to the
            Lockbox;  and (c) without  limiting the requirement that all account
            debtors  make payment  only to the  Lockbox,  any payments  received
            directly  by  Borrowers  will be  deposited  before  11:00 a.m.  the
            following  business day into the Lockbox.  The Lockbox will be swept
            by the Lender on a daily basis and the funds therein will be applied
            to the principal  balance on the Revolving Note,  provided  however,
            that, on or about the 15 th day of each month,  the funds swept from
            the lockbox will be applied first to pay the outstanding interest on
            the Revolving Note and then to principal balance.  The Borrowers and
            Lender will enter into a lockbox agreement in the form and substance
            satisfactory to Lender (the "Lockbox Agreement").


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<PAGE>

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

      6.1.  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.

      6.2.  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.

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

      6.4.  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.

      6.5.  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.

      6.6.  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.


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<PAGE>

7.    CONDITIONS PRECEDENT TO LOAN. The obligation of the Lender to perform this
      Loan Agreement and to make the initial or any future advances under any of
      the Notes is subject to the continued  performance by the Borrowers of the
      following conditions precedent:

      7.1.  Revolving Note. As soon as all of the following conditions set forth
            at Sections  7.2 through 7.4 hereof have been  satisfied,  and if no
            Default has occurred hereunder,  the Lender will advance funds under
            the  Revolving  Note  solely for the  purposes  set forth in Section
            2.2.4 hereof and subject to the provisions of Section 2.2.2 hereof.

      7.2.  Closing  Documents  .  This  Loan  Agreement,  the  Term  Note,  the
            Revolving Note, the Security Agreement,  the Lockbox Agreement,  and
            all other  documents  as might be required by the Lender,  including
            but not limited to UCC-1 Financing  Statements (all of the foregoing
            are referred to herein as the "Loan Documents") shall have been duly
            authorized, executed and delivered to Lender.

      7.3.  Insurance  .  Borrowers  will  deliver  to the  Lender  prior to the
            initial advance under 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:

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

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

      7.4.  No  Default.   The  representations  and  warranties  set  forth  in
            paragraph 6 of this Agreement shall be true and correct on and as of
            the date of the initial advance and each additional advance with the
            same effect as if such  representations and warranties had been made
            on  and as of  such  date  and  there  shall  have  occurred  and be
            continuing no Default.

8.    COVENANTS.  Until  payment  in full of the  Notes  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:

      8.1.  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;

      8.2.  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 2.2.4 hereof;


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<PAGE>

      8.3.  Books and Records.  The  Borrowers  will keep and maintain  accurate
            books and  records of account in regard to the  Borrowers'  business
            for the current year and the three trailing  calendar  years,  which
            will  be kept  in  accordance  with  generally  accepted  accounting
            principles consistently applied;

      8.4.  Financial Reports and Condition. The Borrowers will furnish or cause
            to be furnished to the Lender, prepared in accordance with generally
            accepted  accounting  principles  and  certified  as  to  truth  and
            accuracy by either the chief  executive  officer or chief  financial
            officer of the Borrowers the following:

            8.4.1. Weekly Borrowing Base Certificate. On a weekly basis, Shumate
                   will provide a Weekly  Borrowing Base Certificate in the form
                   of  Schedule  "1" hereto for  reporting  purposes  only.  The
                   Borrowing  Base is  determined on a monthly basis as provided
                   in Section 2.2.2.

            8.4.2. Annual  Financial  Statements.  The Borrowers will furnish to
                   the Lender their  audited  annual  financial  statement on or
                   before March 1st of each year.

            8.4.3. Income Tax Returns.  The Borrowers will furnish to the Lender
                   copies of their  respective  federal  income tax  returns and
                   requests  for an  extension  of time in which to file  within
                   fifteen (15) days after filing of same.

            8.4.4. Monthly Financial Reports. Within fifteen (15) days after the
                   close  of  each  month   commencing  with  the  month  ending
                   September 30, 2004,  the Borrowers will furnish to the Lender
                   the following:

                   8.4.4.1. Accounts Receivable Aging/Listings.  A current aging
                            of accounts receivable of Shumate;

                   8.4.4.2. Inventory.  A current  listing of the  inventory  of
                            Shumate;

                   8.4.4.3. Cash Flow Statements. A statement of changes in cash
                            and  a  cash  flow  statement  of  Shumate  in  form
                            satisfactory to the Lender; and

                   8.4.4.4. Other Reports.  A balance sheet of Shumate as of the
                            close  of  the   particular   month  and  an  income
                            statement of Shumate for such month.

            8.4.5. Other Information. At the Lender's request from time to time,
                   the  Borrowers  will  provide  the  Lender  with  such  other
                   information  as the Lender may reasonably  request  regarding
                   the business affairs or financial condition of the Borrowers,
                   and the  Borrowers  will provide  access to the Lender at all
                   reasonable  times  to  all  agreements,   purchase  and  sale
                   contracts, maintenance agreements and all other documents and
                   information relating to the Collateral.


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<PAGE>

      8.5.  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  or field
            locations  to (a) inspect the  Collateral,  and (b)  examine,  copy,
            audit or make excepts from any and all books, records, and documents
            relating to Borrowers' business and accounts, wherever located.

      8.6.  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   8.6  shall   include   information   regarding  (a)  any
            substantial   dispute   between  any  of  the   Borrowers   and  any
            governmental regulatory body or law enforcement authority, including
            without  limitation  medicare  payment  disputes,  (b) any  material
            litigation,  arbitration  or other  proceeding,  or (c) any material
            claim by or against any of the  Borrowers;  Permits.  The  Borrowers
            currently hold and will maintain all

      8.7.  licenses,  permits, charters and registrations which are material to
            the conduct of Borrowers' business;

      8.8.  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;

      8.9.  Debt   Restriction.   Borrowers  will  not  incur  or  allow  to  be
            outstanding any future  indebtedness for borrowed money,  other than
            that  evidenced by the Notes,  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;

      8.10. 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;

      8.11. 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;

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


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<PAGE>

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

      8.14. 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;

      8.15. 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;

      8.16. Sale of Assets. The Borrowers will not grant or permit the existence
            of a lien or security interest on any of the Collateral,  except for
            the lien in favor of the Lender  contemplated  hereby,  and will not
            sell any of the Collateral,  except Inventory in the ordinary course
            of business;

      8.17. 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;

      8.18. Insurance  Coverage.  The Borrowers will  continuously  maintain the
            insurance  coverages  described  at  Section  7.3,  and will pay all
            insurance premiums therefor prior to the due dates thereof;

      8.19. Prior Loans.  The  Borrowers  shall remain  liable all amounts owing
            Lender  under  all  prior  loans  and  advances  from  Lender to the
            Borrowers.

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

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

      9.2.  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

      9.3.  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


                                         9
<PAGE>

      9.4.  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

      9.5.  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; or

      9.6.  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

      9.7.  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

      9.8.  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

      9.9.  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

      9.10. 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.

10.   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:


                                         10
<PAGE>

      10.1. Acceleration  of Notes.  The  Lender may  declare  the Notes and all
            renewals and modifications thereof to be immediately due and payable
            whereupon the Notes 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 Notes,  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.

      10.2. 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  Notes.  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.

11.   RELEASE.  Borrowers  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  ever had, now 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 Loan Agreement, whether or not related
      in  whole  or  in  part,   directly  or  indirectly   to  the   Borrowers'
      indebtedness.  In addition, the Borrowers 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.

12.   MISCELLANEOUS . It is further agreed as follows:

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

      12.2. 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
<PAGE>

      12.3. 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:   12060 FM 3083
                             Conroe, Texas 77301
                             Fax: (936) 539-9396

            With a copy to:
                             ---------------------------------------------------

                             ---------------------------------------------------

                             ---------------------------------------------------

                             ---------------------------------------------------
                             Fax:
                                 -----------------------------------------------

            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

      12.4. 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: (a) extend the time for performance
            of any of the  obligations  of  Borrowers;  (b) waive any default by
            Borrowers;  and (c) 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.


                                         12
<PAGE>

      12.5. 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.

      12.6. 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.

      12.7. 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.

      12.8. 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
            Documents supercede and replace all prior agreements,  letters,  and
            understandings  between the Lender the Borrowers with respect to the
            matters set forth herein.

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

      12.10.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.

      12.11.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.

      12.12.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 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.


                                         13
<PAGE>

      12.13.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.

      12.14.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.

      12.15.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.


                                         14
<PAGE>

      12.16.Jurisdiction.  The Borrowers  hereby jointly and severally submit to
            the  jurisdiction  of any state or  federal  court  located in Tulsa
            County, Oklahoma, or in Oklahoma County, Oklahoma, as elected by the
            Lender,  in connection  with any action or proceeding  commenced for
            the collection,  enforcement, or defense of this Loan Agreement, the
            Notes,  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.

      12.17.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.


             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                       15
<PAGE>

      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


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    EXCALIBUR HOLDINGS, INC.,
                                    a Texas corporation


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    EXCALIBUR INDUSTRIES, INC.,
                                    a Delaware corporation


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    (the "Borrowers")


                                    STILLWATER NATIONAL BANK AND TRUST COMPANY


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    (the "Lender")


                                         16
<PAGE>

                       MONTHLY BORROWING BASE CERTIFICATE

      1. I,  ______________________________,  am the duly elected, qualified and
acting  ____________________ of SHUMATE MACHINE WORKS, INC., a Texas corporation
("Shumate"), and do hereby make this certificate on behalf of the Borrower.

      2. Pursuant to the Loan  Agreement,  dated  September ___, 2004 (the "Loan
Agreement"),  among Shumate, Excalibur Holdings, Inc., a Texas corporation,  and
Excalibur Industries,  Inc., a Texas corporation (together, the "Borrowers") and
Stillwater National Bank and Trust Company ("Lender"),  Shumate hereby certifies
that, as of  _____________,  20__,  the Borrowing  Base as described in the Loan
Agreement is the following:

Total Accounts Receivable                                              $________
       Less:Foreign Accounts                          $________
       Less:Set-Off Accounts                          $________
       Less:Accounts 90 days past due                 $________
       Less:Related Accounts                          $________
       Less:10% Rule                                  $________
Eligible Accounts Receivable                          $________x 80% = $________

Eligible Inventory                                    $________x 50% = $________
 (Inventory is limited to the lesser of (a) $100,000.00
           and (b) 50% of total Borrowing Base)

Borrowing Base                                                         $________

      3. As of the date of this Certificate, the above information is true and
correct, and no Default has occurred and is continuing under the Loan Agreement.
If a Default has occurred, I have stated on an attachment hereto the nature of
the Default, the period of existence thereof and the action proposed to be taken
with respect thereto.

      4. Attached hereto is a true and correct accounts  receivable aging report
as of the date set forth in paragraph 2 hereof.

      IN WITNESS  WHEREOF,  I have,  hereunto  signed my name and certify to the
above as of thisday of ______________, 20__.

                         SHUMATE MACHINE WORKS, INC.,
                         a Texas corporation


                         By:
                            ----------------------------------------------------
                         Name:
                              --------------------------------------------------
                         Title:
                               -------------------------------------------------