EXHIBIT 10.22

                   SECOND AMENDMENT TO EARNEST MONEY CONTRACT

        This Second Amendment to Earnest Money Contract (this "Amendment") is
made to be effective as of the 14th day of August, 2003, by and between COOPER
POWER TOOLS, INC. ("Seller"), and OYOG Operations, L.P. ("Purchaser").

                                    RECITALS:

A.              Seller and Purchaser entered into that certain Earnest Money
Contract dated May 27, 2003, but effective as of May 30, 2003, as amended by
First Amendment to Earnest Money Contract dated effective as of July 14, 2003
(as amended, the "Purchase Agreement"), providing for the sale by Seller to
Purchaser of 19.2155 acres of land out of the W. C. Wallace Survey, A-848,
Harris County, Texas (the "Land"), said Land being more particularly described
in Exhibit A attached to the Purchase Agreement. Each capitalized term used in
this Amendment, unless otherwise defined herein, shall have the meaning ascribed
to such term in the Purchase Agreement.

B.              Section 6 of the Purchase Agreement, entitled "Inspection
Period," now provides until August 14, 2003 in which to make certain
inspections.

C.              Seller and Purchaser have agreed to extend the Inspection Period
upon the terms and conditions set forth below.

        NOW, THEREFORE, premises considered and for Ten Dollars ($10.00) and
other good and valuable consideration each paid to the other, receipt of which
is hereby acknowledged, Seller and Purchaser agree to amend the Purchase
Agreement in the following respects:

1.              The Inspection Period is hereby extended to Friday, August 22,
        2003. The date for the "closing" under Section 4 of the Purchase
        Agreement remains on or before Friday, August 29, 2003. For the
        avoidance of error, any other deadlines in the Purchase Agreement
        originally scheduled in reference to or after the expiration of the
        Inspection Period, are hereby extended to August 22, 2003.

2.              Each party acknowledges and agrees that all obligations and
        duties of the other party under the Purchase Agreement (as hereby
        amended) required to be performed prior to the date hereof, have been
        satisfactorily performed.

3.              Seller and Purchaser ratify and confirm the Purchase Agreement,
        as hereby amended, as continuing in full force and effect.



        EXECUTED to be effective as of the date first hereinabove written.

                                            PURCHASER:

                                            OYOG Operations, L.P.


                                            By:    /s/ THOMAS MCENTIRE
                                                 -----------------------------
                                            Name:  Thomas T. McEntire
                                            Title: CFO


                                            SELLER:

                                            COOPER POWER TOOLS, INC.

                                            By:     /s/ RANDALL AMMERMAN
                                                 -----------------------------
                                            Name:   Randall B. Ammerman
                                            Title:  Vice President

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