CLIMATECRAFT LOAN



                         LOAN AGREEMENT





         This    Agreement    made    this             day     of

,  1999, between The City of Oklahoma City, an Oklahoma Municipal

Corporation  (hereinafter "Lender"), and ClimateCraft,  Inc.,  an

Oklahoma corporation (hereinafter "Borrower").



Definitions



      Unless  specifically  provided  otherwise  or  the  context

otherwise requires, when used in the Loan Agreement:

(1)   "Act"  means the Housing and Community Development  Act  of

1974,  Pub. L. No. 93-383 codified as 42 U.S.C. 5301 et seq.,  as

amended, and regulations promulgated thereunder.

(2)  "Audits" means the regular audit of the Borrower, a copy  of

which may be requested by the Lender if required by HUD.

(3)   "Appropriate Draw Request" shall consist of a complete  and

accurate  statement by the Borrower on forms supplied  by  Lender

showing a complete and detailed breakdown of the total costs  and

expenses   incurred  by  Borrower  for  the  project  for   which

reimbursement is being requested.

(4)   "City"  means  the  City  of  Oklahoma  City,  an  Oklahoma

municipal corporation.

(5)  "Closing  Date"  means the date of execution  of  this  Loan

     Agreement by the City.

(6)      "Fiscal Agent" means the Chase Manhattan Bank, a banking

corporation organized and existing under the laws of the State of

New  York, or its successor in interest, or any successor  fiscal

agent appointed as provided in the Fiscal Agency Agreement.

(7)   "Fiscal Agency Agreement" a fiscal agency agreement between

the Lender and Chase  Manhattan Bank.

(8)   "HUD"  means the United States Department  of  Housing  and

Urban  Development and fiscal agents and other entities  involved

in Section 108 Loan Guarantee funding transactions with the City.

(9)   "HUD Note(s)" means the City's Note(s) to HUD secured by  a

Section 108 Loan Guarantee.

(10)  "Interim Loan" means Loan Funds advanced before the  Public

Offering Date.

(11)  "Interim  Loan Period" means the period  from  the  initial

advance of Loan Funds to the Public Offering Date.

(12)  "Loan  Funds"  or "Funds" means proceeds  of  the  sale  of

negotiable  securities sold at a public offering  by  Underwriter

and  secured  by  a Section 108 Loan Guarantee from  HUD  to  the

Underwriter.

(13)  "Loan  Documents" means this Loan Agreement, the Promissory

Note,   the   Mortgage,   Fiscal  Agency  Agreement   and   other

instruments, if any, securing repayment of the Loan.

(14)  "Low  and Moderate- Income Persons" means such  persons  as

defined in 24 CFR Part 570, Section 570.3.

(15) "Permanent Loan" means the cumulative Loan Funds secured  by

the City's Notes before and after the Public Offering Date.

(16)    "Project"   means   the   building   purchase,   building

rehabilitation, purchase of capital equipment, the first year  of

Section   108   debt  service  and  working   capital   for   the

establishment of a manufacturing facility in Oklahoma City.

(17)  "Project  Site" means the location of the Project  at  1427

N.W.  3rd Street, within the corporate boundaries of the City  of

Oklahoma  City,  Oklahoma,  as  more  particularly  described  in

Attachment "A".

(18)  "Promissory  Note" or "Note" means the promissory  note  of

even date herewith from Borrower to Lender evidencing the Loan.

(19)  "Public  Offering  Date"  means  the  date  on  which   the

Underwriter offers the City's HUD Notes.

(20)  "Secretary"  means  the  Secretary  of  Housing  and  Urban

Development  or any other official of HUD to whom  the  Secretary

has delegated authority pursuant to the Act.

(21)  "Section 108" means Section 108 of the Act, codified as  42

U.S.C. 5308, as amended, and regulations promulgated thereunder.

(22)  "Section  108  Loan  Guarantee" means  the  loan  guarantee

provided by HUD to Underwriter pursuant to the Act.

(23) "Underwriter" means Federal Short-Term U.S. Government Trust

or such other entity designated by HUD.

(24)  "Term"  means  the  term  of this  Agreement,  which  shall

commence  upon  the  Closing  Date and  shall  terminate  on  the

twentieth anniversary thereof.



                            RECITALS

      WHEREAS, Borrower has applied to the Lender for a  Loan  in

the  principal sum of Three Million Five Hundred Thousand Dollars

($3,500,000) from the proceeds of a Section 108 Loan Guarantee to

the  Lender, and Lender has agreed to make a loan of  such  funds

upon the terms and conditions set forth below; and



      WHEREAS, the purpose of this Loan is to assist the Borrower

in  the  purchase and rehabilitation of a manufacturing facility,

the  purchase of capital equipment, debt reserve for the  Section

108 loan and working capital; and



      WHEREAS, the Planning Department ("Planning") of the Lender

is  responsible within The City of Oklahoma City for the  receipt

and disbursement of the proceeds of Notes guaranteed by HUD under

a  Section  108 Loan Guarantee Program with the City pursuant  to

the Act; and



      WHEREAS, the development of the Project is expected to  add

119  new  employees to the Oklahoma City area economy within  the

next  three  years  and will provide other  public  benefits  and

qualify  for Section 108 assistance under 24 CFR 570.208(c);  and

the  Lender has agreed to provide Loan Funds to Borrower for  the

Project; and the Loan from the Lender to Borrower for the Project

will assist in the development of the Project; and



     WHEREAS, the Loan shall be evidenced by this Loan Agreement,

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