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                     LEASE AGREEMENT WITH OPTION TO PURCHASE





         THIS LEASE AGREEMENT WITH OPTION TO PURCHASE is made and entered into

as of the 28th day of February, 2002, by and between OKLAHOMA FACILITIES,

LIMITED LIABILITY COMPANY, an Oklahoma limited liability company ("Landlord"),

and NEAL'S TECHNOLOGY, INC., an Oklahoma corporation ("Tenant").



                              W I T N E S S E T H:



         In consideration of the mutual covenants herein contained, Landlord and

Tenant hereby agree as follows:



                                    ARTICLE I



                                DEMISED PROPERTY



         1.01 Real Property. Landlord hereby leases to Tenant and Tenant hereby

leases from Landlord the real property situated in Stephens County, Oklahoma,

and described on Exhibit "A" attached hereto and made a part hereof, together

with all improvements and fixtures thereon and therein and all appurtenances

thereunto belonging, upon and subject to the terms and conditions expressed

below.



         1.02 Demised Property. The real property, improvements, fixtures and

appurtenances  described  in Section  1.01 above are  collectively  referred  to

herein as the "Demised Property."



                                   ARTICLE II



                                      TERM



         2.01 Base Term. The term of this lease shall begin on March 1, 2002,

and, unless earlier terminated or extended, shall end on February 28, 2004 (the

"Base Lease Term").



         2.02 Extended Term. Unless terminated by mutual agreement of Landlord

and Tenant or unless Tenant has acquired the Demised Property under its purchase

rights in Article XVII, the term of this lease shall automatically renew for an

additional period of eight years. Such renewal term shall be referred to herein

as the "Extended Lease Term." The terms of this lease during the Extended Lease

Term, including rent, shall be the same as those during the Base Lease Term or

as otherwise expressly provided in this lease. At the expiration of the Extended

Lease Term, in the event that this lease has not been earlier terminated and

Tenant is not in default hereunder,Tenant shall have the option to purchase the

Demised Property from Landlord for a purchase price of $420,000, by giving

written notice of its intent to purchase at or prior to the end of the Lease

Term. Such conveyance shall occur under the terms and conditions set forth in

Sections 17.04 through 17.09 of this lease, and under other such terms and

conditions as are usual and customary for similar transactions.







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        2.03 Lease Term. The Base Lease Term and the Extended Lease Term shall

sometimes be collectively referred to herein as the "Lease Term."



                                   ARTICLE III



                                      RENT



         3.01 Payment of Rent. Tenant shall pay the rent, as defined below,

during the Lease Term, in the amounts and at the times prescribed below, in

lawful money of the United States of America, at Landlord's address for notice

hereunder or otherwise as Landlord may designate.



         3.02 Rent During Lease Term. Tenant covenants and agrees to pay

Landlord as rent for the Demised Property during the Lease Term the following

sums (the "Rent") commencing on March 1, 2002, and continuing on the first day

of each succeeding calendar month through the expiration of the Lease Term or

sooner termination of this lease:



                  First 12 Months           $14,500 per month

                  Next 24 Months            $19,750 per month

                  Last 84 Months            $18,000 per month



        3.03 Rent During Extended Lease Term. The rent during the Extended Lease

Term shall be as set forth in Section 3.02 above.



        3.04 Late Payments of Rent. Rent payments not paid by their respective

due dates shall bear  interest  at the per annum  rate of 12.00%  until  paid,

as and for additional rent hereunder.



                                   ARTICLE IV



                     USE OF PREMISES, OPERATION OF BUSINESS

                        AND COMPLIANCE WITH REQUIREMENTS



         4.01 Use of Premises. Tenant shall use the Demised Property for the

operation of a business engaged in the manufacture, sales, service and rental of

equipment and other goods.



         4.02 Operation of Business. During the Lease Term Tenant shall operate

a business as described in Section 4.01 above, as permitted by this agreement

and applicable laws and ordinances.





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         4.03 Compliance. Tenant shall promptly fulfill and comply with all

valid laws, rules and regulations made by competent governmental authority which

are applicable to the occupancy or use of the Demised Property or for the

correction, prevention and abatement of nuisances in or about or connected with

the Demised Property because of Tenant's use thereof, all at Tenant's expense,

except that any requirement to replace or repair structural bearing parts, the

roof, or exterior walls and foundation shall be at Landlord's expense, subject

to the provisions of Section 7.02 herein.



         4.04 Insurance Requirements.  Tenant, at its expense, shall promptly

comply with the  requirements  of all public  liability,  fire and other types

of insurance policies at any time in force with respect to the Demised Property.



         4.05 Nuisance. Tenant will not do any act or thing which constitutes a

public or private nuisance on the Demised Property or in connection with its

business located thereon.



                                    ARTICLE V



                             COVENANTS AGAINST LIENS



         5.01 Liens of Tenant. If, because of any act or omission of Tenant, any

mechanic's lien or other lien, charge or order for the payment of money is filed

against any portion of the Demised Property, Tenant shall, at its expense, cause

the lien or liens to be discharged of record or bonded within 90 days after they

receive written notice from Landlord of such filing, unless Tenant contests the

validity in good faith and establish reserves deemed by Landlord to be

appropriate therefor.



         5.02 Liens of Landlord. If, because of any act or omission of Landlord,

any lien, charge or order for the payment of money is filed against the Demised

Property, Landlord shall, at its expense, cause the lien or liens to be

discharged of record or bonded within 90 days after it receives written notice

from Tenant of such filing, unless Landlord contests the validity in good faith

and establishes reserves deemed by Tenant to be appropriate therefor.



         5.03 Removal of Liens. If either party fails to cause the liens which

have been filed against the property because of any act or omission of that

party (unless such party contests the validity of the lien as provided above) to

be discharged of record or bonded within the required 90-day period or to

satisfy such liens within 60 days after any final, non-appealable judgment in

favor of the lien holders, the other party may cause the lien to be discharged.

All payments made by a party whose act or omission did not cause the filing of

such lien shall be immediately due and payable to such party from the party

whose act or omission did cause the filing of such lien, with interest at the

rate of ten percent (10%) per annum from the date of payment until repaid in

full.







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                                   ARTICLE VI



                      TRADE FIXTURES, EQUIPMENT AND SIGNAGE



         6.01 Trade Fixtures and Equipment. All trade fixtures and signs

currently owned by Landlord and located in and around the real property are part

of the Demised Property. Should Tenant place additional trade fixtures, signs,

equipment, furniture or other personal property in or on the Demised Property,

such shall not become the property of Landlord or a part of the realty unless

such is affixed to the Demised Property in such a manner that it can not be

removed without material injury to the Demised Property. Any such property which

cannot be removed from the Demised Property without material injury shall, upon

the termination of this lease, become a part of the Demised Property and the

property of the Landlord.



         6.02 Signage. Tenant shall have the right to install and operate on the

exterior and interior of the building located on the Demised Property electrical

signs or other signs as are necessary and reasonable in the conduct of the

Tenant's business thereon.



                                   ARTICLE VII



                     MAINTENANCE, ALTERATIONS AND ADDITIONS



         7.01 Maintenance by Tenant. Subject to Landlord's obligation to make

repairs as set forth in Section 7.02, Tenant shall be responsible for, and shall

promptly pay any expenses in connection with, all maintenance of the Demised

Property during the Lease Term and any subsequent extensions or holding over

under this lease. Tenant shall not cause or permit any waste, damage or injury

to the Demised Property. At the expiration of the Lease Term or any extension or

holding over thereunder, Tenant will move its goods and effects and will

peacefully yield to Landlord the Demised Property, and the interior thereof

shall be in as good order and repair as when delivered to Tenant, except for

ordinary wear and tear.



         7.02 Repairs by Landlord. During the term of this Lease and any renewal

thereof, Landlord shall, at its sole cost and expense, make any repairs or

replacements to the structural bearing parts of the interior and exterior walls

and foundation of any building on the Demised Property, and roof repairs and

replacement, which are necessary to keep the Demised Property in good condition

and repair, ordinary wear and tear excepted. Landlord's obligations under this

Section are subject to Tenant's obligation to insure the Demised Property under

Article IX. Further, Landlord's obligations under this Section do not extend to

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