Exhibit 10.5
                                 PROMISSORY NOTE

$500,000.00                                                     Duncan, Oklahoma
                                                                January 23, 2001



     FOR VALUE RECEIVED,  the  undersigned,  Chemical & Equipment,  Specialties,
Inc.  ("Maker"),  promises to pay to the order of Earl E. Schott ("Payee"),  the
principal  sum of FIVE HUNDRED  THOUSAND  DOLLARS  ($500,000.00),  together with
interest per annum at nine percent  (9%),  which  principal sum and interest are
due and payable in installments in lawful money of the United States as follows:

     (a) Interest.  Interest on the unpaid  balance of principal,  from the date
hereof until paid in full,  shall be paid in quarterly  installments on the last
day of March, June,  September and December of each year commencing on March 31,
2001, and ending on December 31, 2005

     (b)  Principal.  Principal  payments  shall  be  made in  four  (4)  annual
installments of $100,000 each,  payable on the 22nd day of January of each year,
commencing on January 22, 2002, and ending on January 22, 2006.

     (c) Final  Installment.  A final  installment  representing  the  remaining
principal  amount plus any unpaid  interest  shall be due and payable on January
22, 2006.

     At the option of the holder,  the unpaid balance of this note and all other
obligations  of Maker to the holder,  whether  direct or  indirect,  absolute or
contingent,  now existing or hereafter arising, shall become immediately due and
payable  without notice or demand upon the occurrence or existence of any of the
following events or conditions:  (a) Any payment required by this note or by any
other  note or  obligation  of Maker to holder or to others is not made when due
and such  non-payment  is not cured by Maker  within  sixty (60) days of written
notice of such  non-payment  given by the holder to Maker; (b) Maker defaults in
performance of any covenant, obligation,  warranty or provision contained in any
agreement or in any instrument or document  securing or relating to this note or
any other note or  obligation  of Maker to holder or holders;  (c) Any warranty,
representation, financial information or statement made or furnished to Payee by
or in behalf of Maker  proves to have been false in any  material  respect  when
made or furnished;  (d) Failure by Maker to pay any indebtedness at maturity, or
the  occurrence  of any event which results in  acceleration  of the maturity of
indebtedness  of Maker  to  holder  or to  others  under  any  promissory  note,
agreement or undertaking; (e) Death, dissolution, or termination of existence of
any maker;  (f) Upon the  termination of any holder of this note who is employed
by the Maker pursuant to a written  employment  contract if such  termination is
not for cause. For the purposes hereof, "for cause" termination shall be for any
of the following reasons:  willfully  misappropriating  the property of Maker or
committing  any other act of  dishonesty  or  breach  of trust  resulting  in or
intended to result directly or indirectly in gain to the Payee at the expense of
Maker; engaging in personal misconduct which materially injures Maker; violating
any law or  regulation  relating  to the  business  of Maker  which  results  in
material injury to Maker; or failing to  substantially  perform his duties as an
employee in a manner consistent with prudent business practices, in each case as
determined in good faith by the board of directors of Maker;  (g) Appointment of
a  receiver  over any part of the  property  of any  maker,  the  assignment  of
property by any maker for the benefit of creditors,  or the  commencement of any
proceedings  under any  bankruptcy  or  insolvency  laws by or against any party
liable, directly or indirectly, hereunder; or (h) the making of any levy against
or seizure, garnishment or attachment of any asset of Maker or any guarantor. No
waiver of any payment or other  right  under this note or any related  agreement
shall operate as a waiver of any other payment or right.

     In the  event a default  occurs  and this note is placed in the hands of an
attorney for collection, or suit filed thereon, Maker agrees to pay, in addition
to the unpaid  principal and interest,  attorney fees equal to 15% of the unpaid
balance of principal and interest due hereon.

     This note and the  obligations  evidenced  hereby are to be  construed  and
governed  by the laws of the State of  Oklahoma.  It is the intent of the holder
and the Maker to conform  strictly  to the usury laws of the State of  Oklahoma,
and any interest on the  principal  sum hereof in excess of that allowed by such
usury laws  shall be subject to  reduction  to the  maximum  amount of  interest
allowed  under such laws.  If any  interest in excess of the  maximum  amount of
interest allowable by the usury laws is inadvertently paid to the holder, at any
time,  any such excess  interest shall be refunded by the holder to the party or
parties  entitled to the same after  receiving  notice of payment of such excess
interest.

     This note shall be subject to that certain Subordination Agreement executed
by Earl E.  Schott and  Chemical &  Equipment  Specialties,  Inc.,  an  Oklahoma
Corporation, on the 23rd day of January, 2001, addressed to Legacy Bank.

     The Maker, endorsers,  sureties,  guarantors, and all other persons who may
become  liable  for  all  or  any  part  of  this  obligation,  severally  waive
presentment for payment, protest and notice of nonpayment.  Such parties consent
to any  extension of time (whether one or more) of payment  hereof,  any renewal
(whether one or more) hereof, and to any release of any party liable for payment
of this obligation.  Any such extension,  renewal or release may be made without
notice  to any  such  party  and  without  discharging  such  party's  liability
hereunder.

     This  note has  been  executed  with and  pursuant  to that  certain  Stock
Purchase Agreement dated the 15th day of December, 2000, wherein Payee is one of
the  "Sellers"  and which  provide in  paragraph  8.1  thereof  that Payee is to
indemnify  and hold  Maker  harmless  in the event of and in  respect to certain
liability or claims.  In the event of any  occurrence of any of the liability or
claims described  therein,  Maker may, at its option,  offset any  reimbursement
which may be owed by Payee to Maker  pursuant to said Stock  Purchase  Agreement
against any payments which may be owed by Maker to Payee under this note.

    This note may be prepaid, in whole or in part, at any time, without penalty.

    Executed this 23rd day of January, 2001.


                                          Chemical & Equipment Specialties, Inc.



                                          /s/ Glenn Penny
                                          -----------------------------------
                                          By: Glenn Penny, President

                                          MAKER