FIFTH AMENDMENT
                                TO
                         LEASE AGREEMENT
                           3200 W. Reno
                     Oklahoma City, Oklahoma


     This Fifth Amendment to Lease Agreement, dated as of the
____ day of October, 1998, by and between MAC VENTURE, LTD., an
Oklahoma limited partnership ("Owner"), and HERCULES ENERGY MFG.
CORPORATION, an Oklahoma corporation ("Tenant").

                            WITNESSETH

     WHEREAS, Owner has leased to Tenant certain real property
known as 3200 W. Reno, Oklahoma City, Oklahoma, along with
certain appurtenances and improvements located thereon (the
"Leased Premises"), pursuant to the terms and conditions of a
Lease Agreement, dated March 26, 1982, as amended by an Amendment
to Lease Agreement dated August 31, 1983, and by a Second
Amendment to Lease Agreement dated June 6, 1985, and by a Third
Amendment to Lease Agreement dated December 31, 1987, and by a
Fourth Amendment to Lease Agreement dated December 14, 1993,
between Owner and Tenant (said Agreements are hereinafter
collectively referred to as "Lease Agreement"); and

     WHEREAS, the parties desire to reduce the size of the Leased
Premises to 30,000 square feet of warehouse and shop space which
will be leased at a monthly rental amount of $3,750.00; and

     WHEREAS, the parties desire to extend the term of the Lease
Agreement with said extension commencing January 1, 1999 and
expiring December 31, 1999.

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the receipt and sufficiency of which
is hereby acknowledged, the Owner and Tenant do hereby amend the
Lease Agreement as follows:


     1.   Effective as of January 1, 1999, the Leased Premises
are reduced in size to 30,000 square feet of warehouse and shop
space which will be leased at a monthly rental amount of
$3,750.00 per month.

     2.   Effective as of December 31, 1998, the term of the
Lease Agreement is extended for a period commencing January 1,
1999 and expiring December 31, 1999, on the same terms and
conditions as set forth in the Lease Agreement, except for those
changes set forth in paragraph 1 above.

     3.   Except as expressly amended herein, the Lease Agreement
shall remain in full force and effect and is hereby confirmed and
ratified by the Owner and Tenant.

     IN WITNESS WHEREOF, this Fifth Amendment to Lease Agreement
is dated as of the ____ day of October, 1998.

                                 MAC VENTURE, LTD., an Oklahoma
                                 limited partnership, by First
                                 Industries Capital Corporation,
                                 General Partner


                                                                
                                 _______________________________
                                 President


                                 HERCULES ENERGY MFG. CORPORATION


                                                                           
                                 ________________________________
                                 President



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