Sample Business Contracts

Equipment Purchase and Security Agreement - US Amanda Ltd. and ClimateMaster Inc.

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U.S. AMADA, LTD.                    AGREEMENT NUMBER 49653
7025 Firestone Blvd.                FILE NUMBER
Buena Park, CA 90621


Buyer (described in Item 1.A. below) agrees to purchase from U.S. AMADA, LTD.
("Seller") and Seller agrees to sell to Buyer for business purposes only the
equipment and other personal property described in Item 3, below ("Property"),
on the terms and conditions set forth in this Agreement, including without
limitation the terms and conditions set forth on the reverse hereof.




          BUYER IS A:  Corporation
          U.S. AMADA CUSTOMER NUMBER: 021784
          7300 S.W. 44/th/ Street, Oklahoma City, OK 73179
          TELEPHONE:  (405) 745-6000                                  


          STREET ADDRESS:  Same


          BILLING ADDRESS:  Same


          REGION NO.:  71
          DIVISION NO.: 005
          SALESMAN NO.:  790
          SALESMAN NAME: Richard Bishop


     A.   MONTHLY INSTALLMENT (Total No. of Payments 60)
          INTEREST RATE: 8.5% A.P.R.
          OTHER:  Factor Rate 02052

          INSERT CERTIFICATE NO. HERE:  500 684
     C.   If this Agreement is for an installment sale, Buyer shall make each
          installment payment to:  AMADA LEASING CORPORATION, P.O. BOX 60557,
          Terminal Annex, Los Angeles, California 90060




     -----------------------------------------  ---  -----   
     AS6410 HS AUTO STORAGE UNIT                1    NC      
     UL 410 UNLOADER                            1    NC    
     TURBO CONVEYOR                             1    NC     

     TOTAL CASH PURCHASE PRICE           566,000.00
     SUBTOTAL                            566,000.00
     LESS CASH DOWNPAYMENT              (113,200.00)
     SUBTOTAL (CASH BALANCE)             452,800.00
     TIME PRICE DEFERRAL                 104,687.36
     TIME BALANCE                        557,487.36

Buyer agrees to the terms and conditions set forth in Exhibit A which shall
supercede anything herein to the contrary.  BY ITS EXECUTION BELOW, BUYER

If Buyer has elected to purchase the Property on an installment payment basis,
Buyer acknowledges that Seller has offered both a cash purchase price and an
installment payment purchase price to Buyer and that Buyer has made its election
based on a comparison of these prices.  Buyer authorizes Seller to complete any
blank, including without limitation the date of first payment in Item 2.C, and
correct any typographical or other error on the facing page of this Agreement
after execution of this Agreement by Buyer.

This Agreement shall not be binding upon Seller until executed by a duly
authorized officer or manager of Seller in Buena Park, California.  NO

/s/ Barry H. Golsen                   Title: President  Date:__________
-------------------------------              ---------       
                                   EXHIBIT A

1.   Price and Price Adjustments. The cash purchase price of the Property is FOB
point of shipment from within the United States as designated by Seller, and is
firm for thirty (30) days after the date of execution of this Agreement by
Seller. After such period Seller may, in its discretion, adjust the purchase
price of any unshipped Property to reflect cost increases and changes in market
conditions. Seller will give Buyer written notice of any such price adjustments.
Unless within seven (7) days after receiving such notice Buyer gives Seller
written notice of any objections to any such price adjustments, Buyer will be
deemed to have waived all such objections.

2.   Taxes. The cash purchase price of the Property is exclusive of any and all
excise, sales, use or other taxes levied by any federal, state, county,
municipal or other governmental authorities all of which are for the account of
Buyer. Seller is authorized to make payment of any such taxes directly to the
taxing authority, and Buyer will reimburse Seller therefor. Such reimbursement
will be made on demand unless otherwise expressly agreed in writing. If Buyer
claims an exemption from such taxes, Buyer must provide evidence of such
exemption reasonably acceptable to Seller upon Seller's request.

3.   Freight Charges. Freight charges for shipment of the Property to Buyer,
including taxes on freight charges, if any, are for the account of Buyer and
will be billed freight collect. Freight charges for tooling and accessories will
be separately invoiced to Buyer and are payable net 30 days from the date of
invoice unless otherwise agreed in writing.

4.   Shipping Instructions. Seller will arrange for shipment and routing of the
Property in accordance with the instructions (if any) set forth on the first
page hereof provided, however, if such instructions are unclear, incomplete or
impractical of implementation, or if no shipping instructions are set forth on
the first page hereof, Seller may, and is hereby authorized by Buyer to, arrange
for shipment and routing of the Property as Seller deems appropriate in its
exercise of due care and prudent judgment. In no event will Seller be liable for
any failure of the carrier to follow shipping instructions of either Buyer or
Seller. Charges will be billed freight collect.

5.   Shipment.  Seller may ship the Property in partial shipments. Seller will
use reasonable commercial efforts to deliver the Property by the requested
delivery date set forth on the first page hereof, but will have no liability to
Buyer for late shipments. Monthly installments will not, however, commence until
all Property has been received by Buyer.

6.   Title, Risk of Loss and Insurance. Title to and all risk of loss of or
damage to the Property will pass from Seller to Buyer at 
the shipping point. Unless otherwise expressly agreed in writing, the cost of
insurance on the Property while in transit will be borne by Buyer. Seller shall
arrange for such insurance sufficient to cover all costs and amounts of and
associated with the Property.

7.   Rigging. All costs of unloading the Property from the carrier upon arrival
at the shipping destination and moving the Property to the installation site are
for the account of Buyer. Seller has no liability for and Buyer assumes all risk
of damage to or loss of the Property occurring in connection with such unloading
and moving, provided, however, that Seller shall be liable for damage or loss of
            --------  -------                                                   
the Property occurring during the shipping, loading, or installation of the
Property caused by any defect in or structural failure of the Property.

8.   Installation. Buyer will, at its expense, take all necessary steps to
prepare the installation site for the installation of the Property. The cost of
installation is included in the purchase price of the Property. Installation
includes set up, start up and initial adjustment of operating performance.
Seller has the right to delegate installation to Amada Engineering and Service,
Inc. ("AESI"). Seller has no responsibility or liability for any failure of any
of the Property to meet any applicable codes or standards established by any
private organization or any federal, state, county, municipal or other
governmental authority; provided, however, that in the event of any such failure
to meet such codes or standards Seller or its delegate will, at the request of
Buyer, make such modifications to any of the Property as may be necessary to
bring such Property into compliance with any such codes or standards, unless
Seller in good faith determines that the cost to Seller of making any such
modifications is expected to exceed ten percent (10%) of the purchase price of
the Property or that the time required to effect such compliance including the
completion of any necessary inspections and the obtaining of any necessary
permits or approval(s) is expected to exceed one hundred eighty (180) days in
which case this will be considered a force majeure and resolved pursuant to
Section 11 of this Agreement. However, if Buyer so requests, Seller may, but
shall not be obligated to, proceed with such modifications at the sole expense
of Buyer, payment for which shall be made by Buyer in advance of Seller's

9.   Warranty and Limitation of Liability. (a) Except as may otherwise be set
forth in a written warranty of the Property executed by Seller, Seller makes no
warranty, express or implied, written or oral, and hereby expressly disclaims
all such warranties, including without limitation any warranties or
merchantability of fitness for a particular use or purpose. In no event shall
Seller be liable for any incidental, special or consequential damages (including
without limitation lost profits), and in no event shall Sellers liability exceed
the stated purchase price of the Property.

     (b)  Notwithstanding anything in this section 9 or in this Exhibit A
seemingly to the contrary, Seller warrants the proper operation of the Property
for two years from the date of completed installation. During such two year
period, the Seller will repair Property and pay for all costs of each repair
including but not limited to freight, parts and labor.

10.  Force Majeure. In the event that Seller or Buyer, or any of their suppliers
or delegates is unable to carry out their obligations hereunder due to acts of
God or of the public enemy, war, insurrection, riots, strikes, lockouts, labor
disputes, fires, floods, earthquakes, natural disasters, unavoidable casualty,
freight embargoes, shortages of labor or material, changes in governmental
policy, laws or regulations (including but not limited to money exchange or
transfer restrictions, impositions of quotas or limitations of shipments), or
any other cause or causes beyond control of Seller or its suppliers or
delegates, whether or not specified above, Seller and Buyer may extend the time
of performance of its obligations to such extent as may be necessary to enable
Seller and Buyer and their suppliers and delegates to complete performance with
the exercise of reasonable diligence after the cause or causes of delay have
been removed. In the event any such delay continues for a period of more than
six (6) months, either party may terminate its obligations hereunder by so
notifying the other party in writing.

11.  Termination. Upon the occurrence of an Event of Default, (as defined in
Section B.6) after providing Buyer with written notice of such Event of Default
and a ten (10) business day opportunity to cure such default (Notice to Cure),
Seller will, in addition to the other rights set forth in this Agreement, have
the right to terminate this Agreement as to any unshipped Property with thirty
(30) day written notice of termination to Buyer.

12.  Late Charges. Any payment of Buyer not received by the ninth (9th) day
following the date due will be subject to a one time late charge of five percent
(5%) of the amount due as liquidated damages.

13.  Prepayment. Buyer shall have the right to prepay all or any part of
principal and interest that may be owing with respect to the Property at any
time without penalty of any kind.

14.  Indemnification. Buyer will defend, indemnify and hold Seller harmless from
and against any and all claims, liabilities, damages, costs and expenses
(including reasonable attorneys' fees) arising out of or in connection with any
use of the Property by Buyer (except where such claim is at least in part caused
by Seller's negligence or intentional act) or any breach of this Agreement by

                             B.  Security Interest

1.   Grant of Security Interest. To secure payment of the purchase price of the
Property, Buyer hereby grants to Seller a security interest in the Property, and
in all accessions thereto and replacements or modifications thereof, as well as
all proceeds (including insurance proceeds) of the foregoing. The security
interest granted hereby constitutes a purchase money security interest under the
California Uniform commercial Code. In addition, the security interest granted
hereby shall secure the full and faithful performance by Buyer of all of Buyer's
obligations under this Agreement. Notwithstanding the foregoing, the provisions
of this Part B do not apply with respect to COD sales of Property for which
payment is actually received by Seller from Buyer prior to or at the time of
delivery of the Property to Buyer's facility.

2.   Information Regarding Buyer. Buyer represents and warrants to Seller that
all of the information regarding Buyer set forth on the facing page of this
Agreement is true and correct.

3.   Certain Covenants of Buyer. For so long as any amounts are owed by Buyer to
Seller under this Agreement, Buyer (a) shall use the Property in compliance with
all applicable laws, regulations and ordinances; (b) shall maintain the Property
in good condition and repair, reasonable wear and tear excepted; (c) shall pay
when due all taxes, charges and impositions on the Property or the ownership,
use, disposition or sale of same; (d) shall keep the Property free of all liens,
charges, claims, security interests and encumbrances of any third party; (e)
shall permit Seller to inspect the Property, and inspect and make extracts of
all of Buyer's books and records relating thereto, during normal business hours;
(f) shall promptly notify Seller of the occurrence of any events which
materially and adversely affect the value of the Property as collateral; (g)
shall promptly furnish to Seller upon request current financial statement of
Buyer; and, (h) shall not, without the prior written consent of Seller, sell,
assign, exchange, lease, tend, license the use of, pledge, encumber, grant a
security interest in or dispose of the Property or Buyer's, rights therein, or
use or operate the Property in a manner other than as intended by the
manufacturer, or in violation of any insurance policy covering the Property, or
remove or obliterate any marking affixed by Seller to the Property to give
notice of Seller's security interest therein or any identifying insignia, serial
number or lettering on the Property, or permit the Property to become so affixed
to realty as to become a fixture.

4.   Insurance. Buyer shall keep the Property insured against all risk of loss
or damage from every cause whatsoever for which insurance is commercially
available, in a coverage amount not less than the total cash purchase price of
the Property, under policies providing that loss shall be payable to Seller and
requiring the insurer to give Seller not less than thirty (30) days prior

notice of the effective date of any alterations or cancellations of any
such policy. All such insurance policies shall otherwise be in form and
substance and with companies satisfactory to Seller. Buyer shall deliver such
insurance policies to Seller, or shall furnish to Seller such other evidence of
insurance as Seller may from time to time request. The proceeds of such
insurance shall be applied, at the option of Seller and Buyer, to (a)
replacement, restoration or repair of any Property which is lost, stolen,
damaged or destroyed, or (b) payment of the obligations of Buyer hereunder.
Buyer hereby irrevocably appoints Seller as Buyer's attorney-in  fact, which
appointment is coupled with an interest, to make claims for, receive payment of,
and execute and endorse all documents, checks, or drafts received in payment of
any loss or damage under any such policy of insurance. If Buyer fails to procure
or maintain such insurance Seller shall have the right, but shall not be
obligated, to obtain and maintain such insurance and Buyer shall reimburse
Seller for the cost thereof.

5.   Covenants Regarding Location of Property. Buyer will not remove any of the
Property from the location at which installed or otherwise change the location
of any of the Property without the prior written convent of Seller in each
instance which consent will not be unreasonably withheld.

6.   Default. The occurrence of any of the following shall constitute an Event
of Default: (a) any material failure by Buyer in the payment, when due or
payable, of the purchase price of the Property or any installment thereof or
interest thereon; (b) any material breach by Buyer of any representation,
warranty, covenant or agreement (other than as to payment) set forth in this
Agreement or any other agreement between Buyer and Seller or arising by
operation of law or otherwise, which breach is not cured by the tenth (10th) day
following Notice to Cure; (c) the issuance or entry of any judgment, injunction
or attachment against of affecting the Property; (d) the giving of any notice of
bulk sale or intended bulk sale by Buyer, if such sale affects or includes the
Property; (e) the appointment of a receiver or committee of creditors or
liquidating agents, the offering of a composition or extension to creditors, the
making of an assignment for the benefit of creditors or the commencement of any
proceeding, suit or action or reorganization, dissolution, or liquidation under
any bankruptcy or other laws relating to the relief of debtors, to the extent
that any of the foregoing is by, for, on behalf of or with respect to Buyer; (f)
the insolvency of Buyer, the suspension, termination or liquidation of Buyer's
usual business or the business failure of Buyers; (g) the termination or
discharge of any guaranty executed in favor of Seller with respect to any of the
obligations secured hereby; or (h) any material change in the condition or
affairs (financial or otherwise) of Buyer which in the good faith determination
of Seller impairs Seller's security or increases its risk.

7.   Remedies on Default. Upon the occurrence of an Event of Default, or at any
time thereafter if such Event of Default shall be continuing past any applicable
Notice of Cure or notice periods, in addition to any other rights or remedies
Seller may have, Seller shall have any or all of the following rights and
remedies: (a) Seller shall have all of the rights and remedies of a secured
party; (b) Seller may, at its option, accelerate and declare all of the
indebtedness secured hereby to be immediately due and payable; (c) Seller shall
have the right to take immediate and exclusive possession of any and all of the
Property, wherever located, without interference from Buyer and for this purpose
Seller may, with or without judicial process and with or without prior notice,
enter peacefully upon the premises where such Property may be situated and
remove the Property from such location for disposition or proceed to liquidate
or otherwise dispose of the Property from such location; (d) Seller may require
Buyer, at Buyer's expense, to assemble the Property and make it available to
Seller at any mutually convenient location reasonably selected by Seller; (e)
Seller may, in its sole discretion, at any time and from time to time, but only
after Seller has given Buyer at least ten (10) days prior written notice of its
intention to dispose of the Property, which is hereby agreed to be reasonable
notice, lease any of the Property on such terms and in such manner as Seller may
consider appropriate, or sell, resell, transfer, assign, dispose of and deliver
any or all of the Property, in one or more parcels, at the same or different
times, and all right, title and interest therein, at public or private sale for
cash, upon credit or for future delivery and at such price or prices as Seller
may determine; (f) in connection with any disposition of Property, whether
pursuant to judicial or nonjudicial foreclosure, Seller or any of its affiliates
may bid for and purchase any or all of the Property, and by such purchase
acquire all right, title and interest therein; (g) Seller may, for itself and
for and on behalf of Buyer, make and deliver to any purchaser of any of the
Property a good and sufficient bill of sale or other evidence of transfer of all
right, title and interest in and to such Property to such purchaser; and, (h)
Seller may in its own name or in the name of and on behalf of Buyer, take any
and all actions required to cure any such Event of Default, and all sums
expended by Seller in effecting such cure shall be secured hereby.

8.   Application of Proceeds. The net proceeds realized upon any liquidation or
disposition of the Property after deduction for the expenses of retaking,
holding, preparing for sale or lease, selling, leasing and the like, and the
reasonable attorneys' fees and legal expenses and costs incurred by Seller in
enforcing or exercising any of its rights or remedies under this Agreement,
shall be applied in satisfaction of the obligations of Buyer secured under this
Agreement in such order as may be deemed appropriate by Seller. Any surplus of
such proceeds shall be paid to the person or persons legally entitled thereto,
and the Buyer 

shall be liable to Seller for and shall immediately pay to Seller the amount of
any deficiency.

9.   Financing Statements. Fixture Filings and Further Assurances. Buyer hereby
authorizes Seller to execute and file financing statements and fixture filings
at any time with respect to any of the Property, in each case without Buyer's
signature to the extent permitted by law. At Seller's request, Buyer shall
execute one or more financing statements, fixture filings, continuation
statement or other filings pursuant to the Uniform Commercial Code in form
satisfactory to Seller. Buyer shall take any and all steps required by Seller to
maintain perfection of the security interest granted hereunder, or to fully
assure to Seller its rights under this Agreement.

                                C.  Assignment

1.   Assignment to ALC. Unless otherwise agreed by the parties in writing.
Seller may at any time assign this Agreement and its rights hereunder, in whole
or in part, to ALC. Buyer hereby waives any right to assert against ALC any
claims, defenses or offsets which Buyer may have against Seller, and Buyer
hereby expressly agrees not to assert any such claims, defenses or offsets
against ALC.

2.   Assignment by Buyer. Buyer may not assign, delegate or transfer any of its
rights, duties or claims under this Agreement to any unaffiliated third party
without the prior written consent of Seller.

                               D.  Miscellaneous

1.   No Accord and Satisfaction. Unless otherwise agreed to in writing, no
payment by Buyer to Seller of any lesser amount than that due to Seller
hereunder shall be deemed to be other than a payment on account, and no
endorsement or statement on any check or other medium of payment or in any
letter or other writing accompanying any payment shall be deemed an accord and
satisfaction. Seller may accept any such payment without prejudice to its rights
to recover any remaining balance or to pursue any other remedy provided in this
Agreement or by applicable law.

2.   Notices.  All notices, demands or consents required or permitted to be
given under this Agreement shall be in writing and shall be deemed effective
upon delivery if delivered personally with a signed receipt or by certified
mail, return receipt requested, addressed to the appropriate address set forth
herein or to such other address as shall be given by either party to the other
in writing.

3.   Waiver, Amendment or Modification. No waiver, amendment or modification of
any provision hereof or of any right or remedy hereunder shall be effective
unless in writing and signed by the party to be bound. No failure by Seller or
Buyer to exercise, and no delay by Seller or Buyer in exercising, any right,
power or remedy granted hereunder shall operate as a waiver of any such right,
power or remedy. A waiver of any right or remedy by Seller or Buyer on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion. All rights and remedies of Seller or Buyer are separate and
cumulative and the exercise of any right or remedy shall not limit or prejudice
the exercise of any other right or remedy.

4.   Arbitration. Upon any disagreement or dispute between the parties, Seller
and Buyer will attempt to resolve same in good faith and with due diligence.
Except as provided in Section D.5 below, all disputes and controversies relating
to the interpretation, construction, performances, or breach of this Agreement
shall be settled by arbitration pursuant to the rules and regulations of the
American Arbitration Association, such arbitration to be held at the Los Angeles
office of the American Arbitration Association. Either party requesting
arbitration under this Agreement shall make a demand on the other party by
registered or certified mail with a copy to the American Arbitration

5.   Court Jurisdiction. Notwithstanding Section D.4 immediately above, each
party shall be entitled to invoke the jurisdiction of the courts of the state in
which the Property is located, or in which Buyer does business, for the
exclusive and limited purpose of obtaining such provisional remedies as may be
authorized by law (e.g. Section 362 or any successor statute thereto). Further,
in the event of any claim against Seller for which Seller may be entitled to
indemnity against any third party, Seller may, within thirty (30) days of
notification of arbitration elect to prosecute or defend Such action in any
court of proper jurisdiction, so as to avoid a multiplicity of proceedings with
possible inconsistent results. Any such election shall be binding upon Buyer and
shall be deemed to deprive the American Arbitration Association of jurisdiction
to proceed with arbitration of said dispute. Upon notification of Buyer's
election not to arbitrate said dispute. Buyer's sole recourse shall be the
filing of an action in the court designated by Seller to the jurisdiction and
venue of which all parties consent. Judgment on any award in arbitration may be
entered in any court having jurisdiction thereof.

6.   Attorney's Fees.  In the event any arbitration or judicial section or
proceeding in initiated with respect to any matters relating to this Agreement
or in the event either party seeks relief from the automatic stay of 11 U.S.C.
Section 362 (or any successor statute thereto), then the party in whose favor
any arbitration award shall be given or any relief shall be granted or 

judgment shall be entered shall be entitled to recover from the other party all
costs and expenses (including reasonable attorneys' fees) incurred in such
action or proceeding and any appeal therefrom.

7.   Severability. In the event any provision or portion of any provision of
this Agreement shall be held by a court of competent jurisdiction to be
unenforceable or invalid, the remaining provisions or portions thereof shall
remain in full force and effect.

8.   Entire Agreement. Notwithstanding any purchase order submitted by Buyer
whether referenced on the facing page hereof or attached hereto, this Agreement
constitutes the entire agreement between Buyer and Seller pertaining to the
subject matter hereof. Any and all written or oral Agreements or understandings
heretofore existing between the parties pertaining to the subject matter hereof
are expressly superseded and cancelled by this Agreement.

9.   Time is of the Essence. Except as to the provisions of this Agreement
relating to shipping dates and shipping delays, time is of the essence with
respect to each of the terms, conditions, provisions and covenants of this

10.  Binding Effects. Subject to Part C of this Agreement, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their legal
representatives, successors and assigns.

11.  Headings. Headings contained in this Agreement are for the purposes of
convenience only and are not part of this agreement.

U.S. AMADA, LTD.                CLIMATE MASTER, INC.

BY:________________________     BY: Barry H. Golsen
NAME:                           NAME: Barry H. Golsen

Title:_____________________     Title: President

Date:______________________     Date: 2/1/94

U.S. AMADA, LTD.                         AGREEMENT NUMBER _________
7025 Firestone Blvd.
Buena Park, CA 90621                     FILE NUMBER:

                           (SUPPLEMENTAL DOCUMENTS)


BUYER'S NAME Climate Master, Inc.
U.S. AMADA CUSTOMER NUMBER ___________________________



     The undersigned certifies that he or she is the duly elected and acting
Secretary of Buyer, that Buyer is a corporation duly organized and validly
existing under the laws of the state of its incorporation, and that either at a
duly held meeting of the Board of Directors of Buyer at which a quorum was
present or, if permitted under the laws of the state of its incorporation, by
the Unanimous Written consent of the Board of Directors of Buyer, the following
resolution was unanimously adopted and remains unmodified and in full force and
effect as of the date set forth below, and is not in conflict with any other
resolution, by-law, or the articles of incorporation of Buyer:

     "WHEREAS, the Board of Directors of this corporation deems it to be in the
     best interests of this corporation and its shareholders that this
     corporation purchase certain equipment and other property ("Property") from
     U.S. AMADA, LTD. ("Seller") pursuant to an Equipment Purchase and Security
     Agreement ("Agreement") and other agreements and instruments, and any
     amendments thereto, as may be required by Seller;

     "NOW, THEREFORE, BE IT RESOLVED, that the President, any Vice President,
     the Secretary or the Treasurer of this corporation, acting singly, be and
     hereby is authorized and directed to execute and deliver on behalf of this
     corporation the Agreement and such other agreements and instruments, and
     any amendments thereto, in form and substance as Seller may require and as
     such officer shall approve, his or her execution of the Agreement and such
     other agreements and instruments, and any amendments thereto, to be
     conclusive proof of approval thereof by him or her, the Board of Directors,
     and this corporation."

     I FURTHER CERTIFY that the following is the name of the President of Buyer
now holding the respective office, and that the 
signature set forth opposite the name of the President is his/her true and
genuine signature.

PRESIDENT:  Barry H. Golsen           SIGNED: /s/ Barry H. Golsen
            ------------------                -----------------------

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this corporation
and the above resolution was adopted as of this 1st day of February, 1994, in
the City of Oklahoma City, State of Oklahoma.


                                    SECRETARY OF BUYER


                          CERTIFICATE OF PARTNERSHIP

     To induce U.S. AMADA, LTD. ("Seller") to enter into an Equipment Purchase
and Security Agreement ("Agreement") with this partnership ("Buyer") for the
purchase of certain equipment and other property from Seller, the undersigned
general partners of Buyer jointly and severally hereby represent, warrant and
agree that (i) Buyer is a partnership duly organized and validly existing under
the laws of the state of its organization and (ii) any general partner, acting
singly, has been and is duly authorized and directed by all necessary and proper
partnership action to execute and deliver to Seller the Agreement and any other
agreement or instrument, and any amendments thereto, in form and substance as
such signing partner shall approve and as he or she may deem necessary or
desirable to effect the purpose and intent hereof, his or her execution of the
Agreement and such other agreements and instruments, and any amendments thereto,
to be conclusive proof of approval thereof by him or her and Buyer.

     The authority referred to herein has been conferred retroactively and any
act authorized hereunder performed prior to the date hereof is approve and

DATE _____________, 19_.

          GENERAL PARTNERS                       HOME ADDRESSES

1.   SIGNATURE_________________________    __________________________
     NAME:_____________________________    __________________________

2.   SIGNATURE_________________________    __________________________
     NAME:_____________________________    __________________________   

3.   SIGNATURE_________________________    __________________________
     NAME:_____________________________    __________________________