EXHIBIT 10.39

                        AMENDMENT AND ASSIGNMENT OF LEASE

         THIS AMENDMENT AND ASSIGNMENT OF LEASE is entered into this 1st day of
November, 2003, by and between REHCO EAST, L.L.C., an Oklahoma limited liability
company ("Landlord"), HOWARD FORD, INC., a Delaware corporation ("Assignor") and
HOWARD-FLM, INC., a Delaware corporation ("Assignee")

         WHEREAS, Landlord and Assignor executed that certain Lease Agreement
dated February 28, 2003 (the "Lease"), whereby Landlord leased to Assignor that
improved real property located in Oklahoma County, Oklahoma, more fully
described on Exhibit "A" attached to and incorporated in the Lease (the "Land");
and

         WHEREAS, Assignor desires to assign its right, title and interest in
and to the Lease to Assignee, and Assignee desires to acquire Assignor's right,
title and interest in and to the Lease;

         WHEREAS, Landlord and Assignee desire to amend certain provisions of
the Lease as hereinafter provided;

         WHEREAS, the Assignee has completed certain improvements on the
Premises. Landlord and Assignee agree that the improvements shall remain the
sole property of the Assignee until the expiration or earlier termination of
this Lease; and

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants between the parties, Landlord and Tenant hereby agree and amend the
Lease as follows:

         1.       ASSIGNMENT OF LEASE. Assignor hereby transfers and assigns to
Assignee, all of Assignor's right, title and interest in, to and under the
Lease. Assignee hereby accepts the transfer and assignment of Assignor's right,
title and interest in, to and under the Lease. Assignee hereby assumes and
agrees to be bound by the terms and provisions of the Lease as if Assignee were
an original party thereto and timely to perform all of the obligations of
Assignor thereunder.

         2.       BASE RENT. The first paragraph of Section 3.1 of the Lease is
hereby amended and restated as follows:

                           "Section 3.1 Base Rent. Subject to the terms and
                           provisions contained in this Section 3.1, Tenant
                           shall pay Landlord monthly Base Rent of Eighteen
                           Thousand Two Hundred Eighty One and 25/100 Dollars
                           ($18,281.25), in advance on or before the first day
                           of each calendar month during the Term, subject to
                           adjustment as hereafter provided. If the Term
                           commences on a day other than the first day of a
                           calendar month, or ends on a day other than the last
                           day of a calendar month, then the Base Rent for such
                           month shall be prorated on the basis of 1/30th of the
                           monthly Base Rent for each day of such month. If the
                           CPI on any Adjustment Date shall be greater than the
                           CPI for the Commencement Date, monthly Base Rent
                           commencing on the Adjustment Date shall be adjusted
                           to be the original monthly Base Rent specified in
                           this Section 3.1(a) plus an amount equal to one-half
                           (1/2) of the product obtained by multiplying: (i) the
                           original monthly Base Rent specified in this Section
                           3.1 (a) by (ii) the percentage increase in the CPI
                           from the Commencement Date through the Adjustment
                           Date. "ADJUSTMENT DATE" shall be January 1 of each of
                           the following years: 2008; 2013;



                           2018; 2023, and the term "CPI" shall have the meaning
                           specified therefor in Section 13.5."

         3.       COMMENCEMENT DATE. Section 3.1(b) of the Lease is hereby
amended and restated as follows:

                           "3.1(b) As used herein, "COMMENCEMENT DATE" means the
                           date hereof and the term "LEASE YEAR" means the
                           12-month period commencing on November 1, 2003 and
                           each subsequent 12-month period during the Term."

         4.       EFFECT OF THIS AMENDMENT. Each defined term used but not
otherwise defined in this Amendment shall have the meaning assigned to it in the
Lease. In the event of any conflict between this Amendment and the Lease, this
Amendment shall control. As amended hereby, the Lease is ratified and confirmed
and shall remain in full force and effect in accordance with its terms.

         5.       MULTIPLE COUNTERPARTS. This Amendment and Assignment may be
executed in a number of identical counterparts which, taken together, shall
constitute collectively one (1) agreement; but in making proof of this Amendment
and Assignment, it shall not be necessary to produce or account for more than
one such counterpart.

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         This signature page is attached to that certain Amendment to Lease as
of the date and year first above written.

                        "LANDLORD"

                        REHCO EAST, L.L.C., an Oklahoma limited liability
                        company

                        By:  s/Robert Howard II
                            ---------------------------------------------------
                              Robert E. Howard II, Manager

                        "ASSIGNOR"

                        HOWARD FORD, INC., a Delaware corporation

                        By:  s/Scott L. Thompson
                            ----------------------------------------------------
                        Scott L. Thompson, Vice President

                        "ASSIGNEE"

                        HOWARD-FLM, INC., a Delaware corporation

                        By:  s/Scott L. Thompson
                            ----------------------------------------------------
                        Scott L. Thompson, Vice President



                                   EXHIBIT "A"
                                      LEASE