Exhibit 10.3



                    PURCHASE AGREEMENT BETWEEN CESI CHEMICAL
                         AND STIMULATION CHEMICALS, LLC


CESI Chemical agrees to purchase certain  chemicals from Stimulation  Chemicals,
LLC (SCL),  who in turn will purchase the ordered  chemicals  from certain named
suppliers in exchange for extended  terms.  The suppliers are listed in Appendix
A. Others can be added if so agreed in writing. The amount of chemicals invoiced
at any given time shall not exceed $330,000 without the written approval of SCL.

CESI Chemical will submit invoices for chemicals that have been ordered from the
above  suppliers  and/or  issue  Purchase  Orders  to SCL  for  chemicals  to be
purchased.  SCL will pay the  submitted  supplier  invoices  and  submit  an SCL
invoice to CESI  Chemical  for the  amount  +15%.  SCL will order the  chemicals
specified  in new PO's at cost +15% and will issue an invoice to CESI  Chemical.
SCL will notify  CESI  Chemical if there is any  difference  in price.  SCL will
place the order  within 1 business  day and have the  chemicals  drop shipped to
Marlow,  OK. CESI  Chemical will pay the SCL invoices in 120 days or less to the
above  address.  If an invoice is not paid it will incur a 1% per month  penalty
until paid.

CESI Chemical  agrees to buy materials from SCL for the indicated  suppliers and
SCL only while this agreement is in effect.  The suppliers may be substituted at
anytime if agreed in writing.  Before a supplier  can be dropped  from the list,
SCL must be paid in full for the chemicals SCL has purchased from that supplier.
This agreement may be terminated by CESI Chemical if and only if the outstanding
invoices and any accrued interest are paid in full.

CESI indemnifies and holds Stimulation  Chemicals LLC harmless for any liability
and claims  which  might be  asserted  by reason of any  alleged  defects in the
products  delivered  to CESI  and/or by reason  of any  injuries  caused by such
products.


AGREED TO THIS DAY


/s/ Richard L. Johnson                          /s/ Robert S. Beall
----------------------                          ----------------------------
Richard L. Johnson                              Robert S. Beall
Sr. Vice President                              Manager
Flotek Industies                                Stimulation Chemicals, LLC
date: 1-30-03                                   date: 1-30-03