AMENDED AGREEMENT
                                       AND
                        PLAN OF MERGER AND REORGANIZATION

THE  AGREEMENT  AND  PLAN  OF  MERGER,  dated  as  of  October  29,  2010  (this
"Agreement"), by and among Tombstone Technologies,  Inc., a Colorado corporation
("TTI"),  Hunt  Acquisition  Corp.,  a  Colorado  corporation  and  wholly-owned
subsidiary  of TTI  ("Merger  Sub"),  and Hunt Global  Resources,  Inc., a Texas
corporation ("HGR") is amended in its entirety and replaced hereby:

WHEREAS, the boards of directors of TTI, Merger Sub and HGR, respectively,  have
each approved, as being in the best interests of the respective corporations and
their  stockholders,  a reorganization and the merger (the "Merger") of HGR with
TTI's Merger Sub, in accordance  with the applicable  provisions of the Colorado
Business Corporation Act (the "CBCA") and the Texas Business  Organizations Code
(the "TBOC");

WHEREAS,  pursuant to the Merger, each outstanding share of common stock, no par
value,  of HGR ("HGR Common Stock") shall,  in accordance with the provisions of
this Agreement, be converted into the number of shares of TTI's common stock, no
par value ("TTI Common Stock"), equal to the Conversion Amount;

WHEREAS,  for federal income tax purposes,  it is intended that the Merger shall
qualify as a tax-free  reorganization under the provisions of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS,  TTI,  Merger  Sub and HGR  desire  to  make  certain  representations,
warranties,  covenants and agreements in connection  with the Merger and also to
prescribe various conditions to the Merger; and

WHEREAS,  this  Agreement is intended to set forth the terms upon which HGR will
merge with and into Merger Sub;

NOW,   THEREFORE,   in   consideration  of  the  foregoing  and  the  respective
representations,  warranties, covenants and agreements set forth herein, and for
other good and  valuable  consideration  the receipt  and  adequacy of which are
hereby  acknowledged,  and intending to be legally bound hereby,  the parties do
hereby agree as follows:

                                    ARTICLE I
                                   THE MERGER

SECTION 1.01.     FILING OF CERTIFICATE OF MERGER; EFFECTIVE TIME
-----------------------------------------------------------------

Subject to the  provisions of this  Agreement,  a  certificate  of merger in the
forms approved by the parties hereto (the "Certificate of Merger") shall be duly
prepared, executed and acknowledged in accordance with the CBCA and the TBOC and
thereafter  delivered  to the  Secretary  of State of the State of Colorado  for
filing as  provided  in the CBCA and to the  Secretary  of State of the State of
Texas for filing as  provided  in the TBOC  simultaneously  with the Closing (as
defined in Section 2.01).  The Merger shall become  effective upon the filing of
the  Certificate  of Merger with the Secretary of State of the State of Colorado
and the  Secretary  of State of the State of Texas for filing as provided in the
CBCA and the TBOC, respectively (the "Effective Time").

SECTION 1.02.     EFFECTS OF THE MERGER.
---------------------------------------

(a) At the  Effective  Time  and by  virtue  of the  Merger,  (i)  the  separate
corporate  existence  of HGR and Merger Sub shall  cease and HGR shall be merged
with Merger Sub,  and HGR shall be the  surviving  corporation  (the  "Surviving
Corporation");  (ii) all of the issued and  outstanding  HGR Common Stock of HGR
shall be  converted  as  provided  in Section  1.03;  (iii) the  certificate  of
incorporation of HGR as in effect  immediately prior to the Effective Time shall
be the certificate of incorporation of the Surviving  Corporation;  and (iv) the
by-laws of HGR as in effect immediately prior to the Effective Time shall be the
by-laws of the Surviving Corporation.

(b) Without limiting the generality of the foregoing, and subject thereto and to
any other  applicable  laws, at the Effective Time, all the properties,  rights,
privileges,  powers  and  franchises  of HGR and  Merger  Sub shall  vest in the
Surviving  Corporation  (HGR), and, subject to the terms of this Agreement,  all
debts, liabilities, restrictions,  disabilities and duties of HGR and Merger Sub
shall become the debts,  liabilities,  restrictions,  disabilities and duties of
the Surviving Corporation, Hunt Global Resources, Inc.

                                    1 of 18

<PAGE>


SECTION 1.03.     CONVERSION OF SECURITIES.
------------------------------------------

As of the Effective  Time, by virtue of the Merger and without any action on the
part of any holder thereof:

(a) Each share of HGR Common  Stock that is issued and  outstanding  immediately
prior to the  Effective  Time,  other than  shares of HGR Common  Stock that are
owned  by  shareholders  who  have  not  consented  to the  Merger  and who have
otherwise  taken all of the steps  required by Subchapter H of Chapter 10 of the
TBOC to properly exercise and perfect such shareholders' dissenters rights (such
shares of HGR Common Stock, the "Dissenting  Shares") shall, except as set forth
below, be converted into that number of shares of TTI Common Stock and shares of
Class A & B Preferred Stock computed pursuant to the Conversion Amount. All such
shares  of  HGR  Common  Stock  shall  no  longer  be   outstanding   and  shall
automatically  be canceled and retired and shall cease to exist, and each holder
of a  certificate  representing  such shares of HGR Common  Stock shall cease to
have any rights with respect thereto, except (i) the right to receive the number
of shares of TTI  Common  Stock to be issued  in  consideration  therefore  upon
surrender of such certificate in accordance with Section 1.05, without interest,
or (ii), in the case of Dissenting  Shares,  the right to receive the payment to
which reference is made in Section 1.04(a).  Notwithstanding the foregoing,  any
HGR Stockholders  (each, a "Non-Certifying HGR Stockholder") who fail to provide
to HGR prior to the  Effective  Time either (i) the  appropriate  certifications
and/or  questionnaires that such HGR Stockholder is an "accredited  investor" as
such  term  is  defined  in Rule  502 of  Regulation  D  promulgated  under  the
Securities Act of 1933, as amended (the "Securities  Act"), as determined by the
Surviving Corporation and its counsel, (ii) an executed Purchaser Representative
Agreement  appointing a "purchaser  representative"  (as such term is defined in
Rule 501(h) of Regulation D promulgated  under the Securities Act), or (iii) the
executed  Exchange  Agreement and  Representations  in the form provided by TTI,
acceptable  to TTI, then such  Non-Certifying  HGR  Stockholder(s)  shall not be
entitled to receive shares of TTI Common Stock pursuant to this Section  1.03(a)
and in lieu thereof,  shall receive cash in amount equal to the number of shares
of TTI Common  Stock such HGR  Stockholder  would  have  received  in the Merger
multiplied by a price per share of TTI Common Stock equal to $0.01. In addition,
no  fractional  shares  shall be issued  and in the event a HGR  Stockholder  is
entitled to receive a fractional share in an amount of (i) up to .49 of a share,
then the number of shares to be issued to such HGR Stockholder  shall be rounded
down and (ii) .5 of a share or above,  then the  number of shares of TTI  Common
Stock to be issued to such HGR  Stockholder  shall be rounded up to the  nearest
whole share; and

(b) Each  share of capital  stock of Merger  Sub that is issued and  outstanding
immediately  prior to the Effective Time shall be canceled and be converted into
one share of common stock of the  Surviving  Corporation,  and each  certificate
evidencing  ownership of any such shares of Merger Sub shall thereupon  evidence
ownership of the same number of shares of the Surviving Corporation.

(c) Each  outstanding  option and warrant to purchase shares of HGR Common Stock
(each a "HGR Stock Option and Warrant" and, collectively, "HGR Stock Options and
Warrants")  whether vested or unvested,  shall be assumed by TTI. Each HGR Stock
Option and Warrant so assumed by TTI under this Agreement will continue to have,
and be subject to, the same terms and  conditions  of such HGR Stock  Option and
Warrant, as the case may be, immediately prior to the Closing (including without
limitation, any repurchase rights or vesting provisions and provisions regarding
the acceleration of vesting on certain transactions, other than the transactions
contemplated  by this  Agreement),  except  that (i) each HGR Stock  Option  and
Warrant,  as the case may be, will be exercisable (or will become exercisable in
accordance  with its terms) for that number of whole  shares of TTI Common Stock
equal to the  product  of the  number of shares of HGR  Common  Stock  that were
issuable upon exercise of such HGR Stock Option and Warrant, as the case may be,
immediately prior to the Closing multiplied by the Conversion Amount, rounded up
to the  nearest  whole  number of shares of TTI Common  Stock,  and (ii) the per
share  exercise  price for the shares of TTI Common Stock issuable upon exercise
of such assumed HGR Stock Option and Warrant,  as the case may be, will be equal
to the  quotient  determined  by dividing  the  exercise  price per share of HGR
Common Stock at which such HGR Stock Option or Warrant,  as the case may be, was
exercisable  immediately prior to the Closing by the Conversion Amount,  rounded
down to the nearest whole cent.

SECTION 1.04.     DISSENTING SHARES.
------------------------------------

(a) As promptly as practicable  but in no event later than the 11th calendar day
following  approval of this Agreement by the  shareholders of HGR, HGR will mail
to every  shareholder  of record of HGR that did not consent to the  approval of
this  Agreement,  notice of the fact and date of the approval of this  Agreement
and the Merger in  accordance  with  Section  6.202(d)  of the TBOC and that the
shareholder may exercise the  shareholder's  right to dissent from the Merger in
accordance  with  Subchapter  H of Chapter 10 of the TBOC.  The notice  shall be
accompanied  by a copy of Subchapter H of Chapter 10 of the TBOC, a copy of this
Agreement,  and such  additional  information  and  materials  as the  Surviving
Corporation or TTI may elect to provide.

                                    2 of 18
<PAGE>

(b) Any holder of shares of HGR Common Stock who perfects such  holder's  rights
of dissent and appraisal in accordance  with and as contemplated by Subchapter H
of Chapter 10 of the TBOC shall not receive payment pursuant to Section 1.03 but
shall  instead be entitled to receive from TTI, the fair value of such shares in
cash as determined  pursuant to such  provision of the TBOC;  provided,  that no
such payment shall be made to any dissenting  shareholder  unless and until such
dissenting  shareholder has complied with the applicable  provisions of the TBOC
and surrendered to TTI the certificate or certificates  representing  the shares
for which payment is being made. In the event that a dissenting  shareholder  of
HGR fails to perfect, or effectively  withdraws or loses, such holder's right to
dissent  and  receive  payment  for such  holder's  shares,  TTI shall issue and
deliver the  consideration to which such holder of shares of TTI Common Stock is
entitled  under this Article I (without  interest) upon surrender by such holder
of the certificate or certificates  representing  the shares of HGR Common Stock
held by such holder.

(c) HGR shall give TTI prompt  notice of any written  demands for  appraisal  or
payment for shares of HGR Common Stock received by it, attempted  withdrawals of
such demands and any other  instruments  served  pursuant to applicable law that
are received by HGR with respect to shareholders'  rights to dissent.  HGR shall
not, without the prior written consent of TTI, voluntarily make any payment with
respect to, or settle or offer to settle, any such demands.

d) TTI shall  control  all  negotiations  and  proceedings  with  respect to any
demands  for  dissenter's  rights.  TTI  shall  promptly  pay to any  dissenting
shareholder  any and all amounts due and owing to such holder as a result of any
settlement or final  determination by any court of competent  jurisdiction  with
respect to such demands.

SECTION 1.05.     EXCHANGE PROCEDURES.
--------------------------------------

(a) As soon as  practicable  after the  Effective  Time,  TTI shall mail to each
participating  and  consenting  HGR  Stockholder  a letter  of  transmittal  and
instructions  for use in effecting  the surrender of  certificates  representing
shares of HGR Common Stock  outstanding  immediately prior to the Effective Time
(the  "Certificates")  in appropriate and customary form with such provisions as
the board of  directors  of TTI after the Merger may  reasonably  specify.  Upon
surrender of a Certificate for cancellation to TTI, together with such letter of
transmittal, duly and properly executed, the holder of such Certificate shall be
entitled to receive in exchange therefore a certificate representing that number
of shares of TTI Common Stock as is equal to the product of the number of shares
of HGR Common Stock represented by the certificate  multiplied by the Conversion
Amount,  together with any dividends and other distributions payable as provided
in Section 1.06 hereof,  and the  Certificate so surrendered  shall be canceled.
Until surrendered as contemplated by this Section 1.05, each Certificate  shall,
at and after the  Effective  Time,  be  deemed  to  represent  only the right to
receive, upon surrender of such Certificate, TTI Common Stock as contemplated by
this Section 1.05, together with any dividends and other  distributions  payable
as provided in Section 1.06 hereof, and the holders thereof shall have no rights
whatsoever  as  stockholders  of TTI.  Shares of TTI Common  Stock issued in the
Merger shall be issued,  and be deemed to be  outstanding,  as of the  Effective
Time. TTI shall cause all such shares of TTI Common Stock issued pursuant to the
Merger to be duly authorized,  validly issued, fully paid and non-assessable and
not subject to preemptive rights.

(b) If any certificate  representing  shares of TTI Common Stock is to be issued
in a name  other  than that in which the  Certificate  surrendered  in  exchange
therefore  is  registered,  it shall be a condition  of such  exchange  that the
Certificate  so surrendered  shall be properly  endorsed and otherwise in proper
form for transfer and that the person  requesting  such  exchange  shall pay any
transfer or other taxes required by reason of the issuance of  certificates  for
such  shares of TTI Common  Stock in a name  other  than that of the  registered
holder of the Certificate so surrendered.

(c) In the event any Certificate shall have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming such  Certificate
to be lost, stolen or destroyed and upon the posting by such person of a bond in
such amount as TTI may reasonably  direct as an indemnity against any claim that
may be made  against  it with  respect  to such  Certificate,  TTI will issue in
respect of such lost,  stolen or destroyed  Certificate one or more certificates
representing shares of TTI Common Stock as contemplated by this Section 1.05 and
such person  shall be entitled to the  dividend  and other  distribution  rights
provided in Section 1.06 hereof.

(d) If any  Certificates  shall not have been  surrendered  prior to three years
after the Effective Time (or immediately prior to such earlier date on which any
payment in respect hereof would otherwise  escheat or become the property of any
governmental unit or agency), the payment in respect of such Certificates shall,
to the extent  permitted by applicable law, become the property of the Surviving
Corporation,  free and clear of all claims or interests of any person previously
entitled thereto.

                                    3 of 18
<PAGE>

(e) TTI  shall be  entitled  to  deduct  and  withhold  from  the  consideration
otherwise  payable  pursuant to this  Agreement  to any holder of a  Certificate
surrendered for shares of TTI Common Stock (and dividends or distributions  with
respect to TTI Common Stock as  contemplated by Section 1.06 hereof) such amount
as TTI is required  to deduct and  withhold  with  respect to the making of such
payment under the Code, or provisions of any state, local or foreign tax law. To
the extent that amounts are so deducted  and  withheld,  such  amounts  shall be
treated for all purposes of this  Agreement as having been paid to the holder of
such Certificate.

SECTION 1.06.     DIVIDENDS AND DISTRIBUTIONS.
----------------------------------------------

No dividends or other distributions  declared or made with respect to TTI Common
Stock  with a record  date on or after the  Effective  Time shall be paid to the
holder of a Certificate entitled by reason of the Merger to receive certificates
representing  TTI Common Stock until such holder  surrenders such Certificate as
provided in Section 1.05 hereof. Upon such surrender, there shall be paid by TTI
to the person in whose name certificates representing shares of TTI Common Stock
shall be issued  pursuant to the terms of this  Article I (i) at the time of the
surrender  of  such   Certificate,   the  amount  of  any  dividends  and  other
distributions  theretofore  paid with  respect to that number of whole shares of
such TTI Common Stock  represented by such surrendered  Certificate  pursuant to
the terms of this Article I, which dividends or other distributions had a record
date on or after the Effective  Time and a payment date prior to such  surrender
and (ii) at the  appropriate  payment  date,  the amount of dividends  and other
distributions  payable with respect to that number of whole shares of TTI Common
Stock represented by such surrendered  Certificate pursuant to the terms of this
Article I, which dividends or other distributions have a record date on or after
the Effective Time and a payment date subsequent to such surrender.

SECTION 1.07.     DIRECTORS.
----------------------------

Subject to applicable law, two directors  designated by HGR immediately prior to
the Effective Time shall be appointed directors of the Surviving Corporation and
as directors of TTI and shall hold office until their respective  successors are
duly elected and qualified,  or their earlier death,  resignation or removal, in
accordance with  applicable  law,  effective upon and subject to compliance with
Section 14f of the  Securities  Exchange  Act of 1934 and William  Reilly  shall
resign as director of TTI.  The  directors  of TTI prior to the  Effective  Time
shall remain  entitled to  indemnification  for acts and omissions  prior to the
Effective  Time to the  fullest  extent  permitted  under  Colorado  law and the
certificate of incorporation  and bylaws of TTI in effect prior to the Effective
Time.

SECTION 1.08.     OFFICERS.
---------------------------

The officers of HGR immediately prior to the Effective Time shall be the initial
executive  officers of the  Surviving  Corporation  and shall hold office  until
their  respective  successors are duly elected and  qualified,  or their earlier
death,  resignation  or  removal.  Immediately  after the  Effective  Time,  the
officers of TTI shall  resign and the officers of HGR  immediately  prior to the
effective  time shall be  appointed  as the officers of TTI. The officers of TTI
prior to the Effective Time shall remain  entitled to  indemnification  for acts
and omissions prior to the Effective Time to the fullest extent  permitted under
Colorado law and the  certificate of  incorporation  and bylaws of TTI in effect
prior to the Effective Time.

SECTION 1.09.     NO LIABILITY.
-------------------------------

Neither TTI nor HGR shall be liable to any holder of shares of HGR Common  Stock
or TTI Common  Stock,  as the case may be,  for such  shares  (or  dividends  or
distributions  with  respect  thereto) or cash  delivered  to a public  official
pursuant to any applicable abandoned property, escheat or similar law.

                                   ARTICLE II
                                   THE CLOSING

SECTION 2.01.     CLOSING.
--------------------------

Unless this Agreement  shall have been  terminated and the  transactions  herein
contemplated  shall have been abandoned pursuant to Article VIII, and subject to
the  satisfaction  or waiver of the  conditions  set forth in Article  VII,  the
closing of the Merger  (the  "Closing")  shall take place as soon as  reasonably
practicable  (but in no event on  written  notice of less than two (2)  business
days) after all of the  conditions set forth in Article VII are satisfied or, to
the extent permitted  thereunder,  waived, at the offices of Michael A. Littman,
located at 7609 Ralston Road,  Arvada,  Colorado or at such other time and place
as may be agreed to in writing by the parties  hereto (the date of such  Closing
being referred to herein as the "Closing Date").

                                    4 of 18
<PAGE>

                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF TTI

Except  as set  forth  in the  applicable  section  of the  disclosure  schedule
delivered  by TTI to HGR  prior to the  execution  of this  Agreement  (the "TTI
Disclosure Schedule"), TTI represents and warrants to HGR as follows:

SECTION 3.01.     ORGANIZATION OF TTI AND MERGER SUB; AUTHORITY.
----------------------------------------------------------------

TTI is a corporation duly organized, validly existing and in good standing under
the laws of the State of Colorado.  Merger Sub is a corporation  duly organized,
validly existing and in good standing under the laws of the State of Texas. Each
of TTI and Merger sub has all requisite  corporate power and corporate authority
to enter into the  Transaction  Documents to which it is a party,  to consummate
the transactions  contemplated hereby and thereby, to own, lease and operate its
properties  and to conduct its business.  Subject to the receipt of  stockholder
approval, the execution,  delivery and performance by each of TTI and Merger Sub
of the Transaction  Documents to which it is a party and the consummation of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary corporate action on the part of TTI and Merger Sub, including, without
limitation  the  approval  of the board of  directors  of TTI.  The  Transaction
Documents  have been duly  executed and  delivered by each of TTI and Merger Sub
and,  assuming  that the  Transaction  Documents  constitute a valid and binding
obligation  of the  other  parties  thereto,  constitute  a  valid  and  binding
obligation of each of TTI and Merger Sub, enforceable against TTI and Merger Sub
in accordance  with its terms.  Each of TTI and Merger Sub is duly  qualified or
licensed to do business as a foreign corporation and is in good standing in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification necessary, except where
the failure to obtain such  qualification or license would not,  individually or
in the  aggregate,  have a TTI  Material  Adverse  Effect.  TTI  has  heretofore
delivered  or  made  available  to  HGR  complete  and  correct  copies  of  the
certificate of incorporation and by-laws of TTI and Merger Sub, the minute books
and stock transfer records of TTI and Merger Sub, as in effect as of the date of
this Agreement. Neither TTI nor Merger Sub is in violation of its organizational
documents.

SECTION 3.02.     CAPITALIZATION.
---------------------------------

The  authorized  capital stock of TTI consists of 1 million  shares of Preferred
Stock of which none are  outstanding  and shares of TTI Common  Stock,  of which
4,878,000  shares are  outstanding on the date hereof.  The  authorized  capital
stock of Merger Sub  consists of 1,000 shares of common  stock,  par value $.001
per share of which 1,000 shares are issued and  outstanding  on the date hereof.
No other shares of any other class or series of TTI Common  Stock or  securities
exercisable  or  convertible  into or  exchangeable  for TTI Common  Stock ("TTI
Common  Stock   Equivalents")  are  authorized,   issued  or  outstanding.   The
outstanding  shares of TTI Common  Stock have been duly  authorized  and validly
issued and are fully paid and nonassessable and were not issued in violation of,
and are not subject to, any preemptive, subscription or similar rights. To TTI's
knowledge,  none of the  outstanding  shares of TTI  Common  Stock was issued in
violation of any Law, including without limitation, federal and state securities
laws. There are no outstanding warrants, options, subscriptions,  calls, rights,
agreements,  convertible  or  exchangeable  securities or other  commitments  or
arrangements  relating to the issuance,  sale,  purchase,  return or redemption,
and, to TTI'  knowledge,  voting or transfer  of any shares,  whether  issued or
unissued,  of TTI Common Stock, TTI Common Stock Equivalents or other securities
of TTI. On the Closing Date,  the shares of TTI Common Stock for which shares of
HGR Common Stock shall be exchanged in the Merger will have been duly authorized
and, when issued and delivered in accordance with this Agreement, such shares of
TTI Common Stock will be validly issued, fully paid and nonassessable.

SECTION 3.03.     NO VIOLATION; CONSENTS AND APPROVALS.
-------------------------------------------------------

The execution and delivery by TTI of the Transaction Documents does not, and the
consummation of the transactions  contemplated hereby and thereby and compliance
with the terms  hereof  and  thereof  will not,  conflict  with or result in any
violation  of or default  (or an event  which,  with  notice or lapse of time or
both,  would  constitute  a  default)  under,  (a) the terms and  conditions  or
provisions  of the  certificate  of  incorporation  or by-laws of TTI or any TTI
Subsidiary,  (b) any Law applicable to TTI or any TTI Subsidiary or the property
or  assets  of TTI or any TTI  Subsidiary,  or (c)  give  rise to any  right  of
termination,  cancellation or  acceleration  under, or result in the creation of
any Lien  upon any of the  properties  of TTI or any TTI  Subsidiary  under  any
Contract  to which TTI or any TTI  Subsidiary  is a party or by which TTI or any
TTI Subsidiary or any assets of TTI or any TTI Subsidiary may be bound,  except,
in the case of clauses (b) and (c), for such  conflicts,  violations or defaults
which are set forth in Section  3.04 of the TTI  Disclosure  Schedule  and as to
which requisite waivers or consents will have been obtained prior to the Closing
or  which,  individually  or in the  aggregate,  would  not have a TTI  Material

                                    5 of 18
<PAGE>

Adverse Effect.  No Governmental  Approval is required to be obtained or made by
or with respect to TTI or any TTI  Subsidiary in  connection  with the execution
and delivery of this Agreement or the  consummation  by TTI of the  transactions
contemplated hereby.

SECTION 3.04.     LITIGATION; COMPLIANCE WITH LAWS.
---------------------------------------------------

(a) There are: (i) no claims,  actions,  suits,  investigations  or  proceedings
pending  or,  to the  knowledge  of  TTI,  threatened  against,  relating  to or
affecting  TTI or  the  TTI  Subsidiaries,  the  business,  the  assets,  or any
employee,  officer, director,  stockholder,  or independent contractor of TTI or
the TTI  Subsidiaries  in their  capacities  as such,  and (ii) no orders of any
Governmental   Entity  or  arbitrator   outstanding   against  TTI  or  the  TTI
Subsidiaries,  the business,  the assets,  or any employee,  officer,  director,
stockholder,  or independent  contractor of TTI or the TTI Subsidiaries in their
capacities as such,  or that could  prevent or enjoin,  or delay in any respect,
consummation of the transactions  contemplated  hereby.  Section 3.12 of the TTI
Disclosure  Schedule includes a description of all pending or threatened claims,
actions,  suits,   investigations  or  proceedings  involving  TTI  or  the  TTI
Subsidiaries,  the business,  the assets,  or any employee,  officer,  director,
stockholder or independent  contractor of TTI or the TTI  Subsidiaries  in their
capacities as such.

(b) TTI and the TTI  Subsidiaries  have  complied and are in  compliance  in all
material  respects with all Laws  applicable to TTI, any  Subsidiary of TTI, its
business or its assets. Neither TTI nor the TTI Subsidiaries has received notice
from any  Governmental  Entity or other Person of any material  violation of Law
applicable to TTI, any of the TTI Subsidiaries,  their business or their assets.
TTI and the TTI Subsidiaries  have obtained and hold all required  Licenses (all
of which are in full force and effect) from all Government  Entities  applicable
to TTI, the TTI Subsidiaries,  their business or their assets. No violations are
or have been  recorded  in  respect of any such  License  and no  proceeding  is
pending,  or, to the  knowledge of TTI,  threatened  to revoke or limit any such
License.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF HGR

Except  as set  forth  in the  applicable  section  of the  disclosure  schedule
delivered  by HGR to TTI  prior to the  execution  of this  Agreement  (the "HGR
Disclosure Schedule"), HGR represents and warrants to TTI as follows:


SECTION 4.01.     ORGANIZATION OF HGR; AUTHORITY.
-------------------------------------------------

HGR is a corporation duly organized, validly existing and in good standing under
the  laws of the  State of  Texas  and has all  requisite  corporate  power  and
corporate authority to enter into the Transaction  Documents,  to consummate the
transactions  contemplated  hereby and  thereby,  to own,  lease and operate its
properties  and to conduct its business.  Subject to the receipt of  stockholder
approval  by  HGR,  the  execution,  delivery  and  performance  by  HGR  of the
Transaction  Documents and the  consummation  of the  transactions  contemplated
hereby and thereby have been duly authorized by all necessary  corporate  action
on the part of HGR, including,  without limitation, the approval of the board of
directors  of HGR.  The  Transaction  Documents  have  been  duly  executed  and
delivered by HGR and, assuming that the Transaction Documents constitute a valid
and binding  obligation  of TTI and Merger Sub,  constitute  a valid and binding
obligation of HGR. HGR is duly qualified or licensed to do business as a foreign
corporation  and is in good standing in each  jurisdiction in which the property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such  qualification  necessary,  except  where the  failure to obtain such
qualification or license would not, individually or in the aggregate, have a HGR
Material Adverse Effect.  HGR has heretofore  delivered or made available to TTI
complete and correct copies of the articles of incorporation and by-laws of HGR,
the minute books and stock transfer  records of HGR, as in effect as of the date
of this Agreement. HGR is not in violation of its organizational documents.

SECTION 4.02.     CAPITALIZATION.
---------------------------------

(a) The authorized and outstanding  capital stock of HGR is set forth in Section
4.02(a) of the HGR  Disclosure  Schedule (the "HGR Capital  Stock").  All of the
outstanding  shares of the HGR Capital Stock are validly issued,  fully paid and
non-assessable.  To  HGR's  knowledge,  none of the  outstanding  shares  of HGR
Capital  Stock or other  securities  of HGR was issued in  violation of any Law,
including,  without limitation,  state and federal securities laws. There are no
Liens on or with respect to any outstanding shares of HGR Capital Stock.

(b) Except as listed in Schedule 4.02(b) hereto,  there are no outstanding:  (i)
securities convertible into or exchangeable for HGR Capital Stock; (ii) options,
warrants or other  rights to purchase or  subscribe  for HGR Capital  Stock;  or
(iii) contracts, commitments, agreements,  understandings or arrangements of any
kind relating to the issuance of any HGR Capital Stock,  any such convertible or

                                    6 of 18
<PAGE>

exchangeable  securities  or any such options,  warrants or rights.  There is no
outstanding  right,  option  or  other  agreement  of any  kind to  purchase  or
otherwise to receive from HGR, or any stockholder of HGR, any ownership interest
in HGR, and there is no  outstanding  right or security of any kind  convertible
into such ownership  interest.  To HGR's knowledge,  there are no voting trusts,
proxies or other similar agreements or understandings with respect to the shares
of HGR Capital Stock. There are no obligations,  contingent or otherwise, of HGR
to repurchase, redeem or otherwise acquire any shares of HGR Capital Stock or to
provide  funds  to or  make  any  investment  (in the  form  of a loan,  capital
contribution or otherwise) in any other Person.  There are no accrued and unpaid
dividends with respect to any outstanding shares of HGR Capital Stock.

(c)  Post-Merger  shares are to be issued as finder's  fee as listed in Schedule
4.02(c) hereto.

SECTION 4.03.     NO VIOLATION; CONSENTS AND APPROVALS.
-------------------------------------------------------

The execution and delivery by HGR of the Transaction Documents does not, and the
consummation of the transactions  contemplated hereby and thereby and compliance
with the terms  hereof and  thereof  will not  conflict  with,  or result in any
violation  of or default  (or an event  which,  with  notice or lapse of time or
both,  would  constitute  a  default)  under,  (a) the terms and  conditions  or
provisions  of the  articles of  incorporation  or by-laws of HGR,  (b) any Laws
applicable  to HGR or the  property  or assets  of HGR,  or (c) give rise to any
right of  termination,  cancellation  or  acceleration  under,  or result in the
creation of any Lien upon any of the  properties of HGR under,  any Contracts to
which HGR is a party or by which HGR or any of its assets may be bound,  except,
in the case of clauses (b) and (c), for such  conflicts,  violations or defaults
as to which  requisite  waivers or consents will have been obtained prior to the
Closing  or  which,  individually  or in the  aggregate,  would  not have an HGR
Material  Adverse  Effect.  Except  as set  forth  in  Section  4.04  of the HGR
Disclosure Schedule, no Governmental Approval is required to be obtained or made
by or with respect to HGR or any HGR Subsidiary in connection with the execution
and delivery of this Agreement or the  consummation  by HGR of the  transactions
contemplated  hereby,  except  where the  failure  to obtain  such  Governmental
Approval  would not,  individually  or in the  aggregate,  have an HGR  Material
Adverse Effect.

SECTION 4.04.     LITIGATION; COMPLIANCE WITH LAWS.
---------------------------------------------------

(a) Except as would not have a HGR Material  Adverse  Effect,  there are: (i) no
claims,  actions,  suits,  investigations  or  proceedings  pending  or,  to the
knowledge  of  HGR,  threatened  against,  relating  to or  affecting  HGR,  its
business,  its assets,  or any  employee,  officer,  director,  stockholder,  or
independent contractor of HGR in their capacities as such, and (ii) no orders of
any Governmental Entity or arbitrator are outstanding against HGR, its business,
its assets,  or any employee,  officer,  director,  stockholder,  or independent
contractor of HGR in their  capacities as such, or that could prevent or enjoin,
or delay in any respect,  consummation of the transactions  contemplated hereby.
Section  4.04 of the HGR  Disclosure  Schedule  includes  a  description  of all
claims,  actions,  suits,  investigations  or  proceedings  involving  HGR,  its
business,  its  assets,  or any  employee,  officer,  director,  stockholder  or
independent contractor of HGR in their capacities as such.

(b) Except as would not have an HGR Material  Adverse  Effect,  HGR has complied
and is in compliance in all material  respects with all Laws  applicable to HGR,
its business or its assets.  HGR has not received  notice from any  Governmental
Entity or other Person of any material  violation of Law  applicable  to it, its
business or its assets. HGR has obtained and holds all required Licenses (all of
which are in full force and effect) from all Government  Entities  applicable to
it, its  business  or its assets.  No  violations  are or have been  recorded in
respect of any such License and no proceeding  is pending,  or, to the knowledge
of HGR threatened to revoke or limit any such License.

                                    ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                       BUSINESS PENDING THE REORGANIZATION

SECTION 5.01.     CONDUCT OF THE BUSINESS PENDING THE REORGANIZATION.
---------------------------------------------------------------------

(a) During the period from the date of this Agreement and  continuing  until the
Effective Time, TTI agrees as to itself and the TTI Subsidiaries, that TTI shall
not,  and  shall  cause the TTI  Subsidiaries  not to,  engage  in any  business
whatsoever  other than in connection with the  consummation of the  transactions
contemplated by this Agreement, and shall use commercially reasonable efforts to
preserve  intact its business and assets,  maintain its assets in good operating
condition and repair  (ordinary wear and tear excepted),  retain the services of
its  officers,   employees  and  independent   contractors  and  use  reasonable
commercial  efforts  to keep in full force and effect  liability  insurance  and

                                    7 of 18
<PAGE>

bonds  comparable in amount and scope of coverage to that  currently  maintained
with respect to its business,  unless,  in any case,  HGR consents  otherwise in
writing.

(b) During the period from the date of this Agreement and  continuing  until the
Effective Time, HGR agrees that,  other than in connection with the consummation
of the transactions  contemplated hereby, it shall carry on its business only in
the ordinary course of business consistent with past practice,  use commercially
reasonable efforts to preserve intact its business and assets and use reasonable
commercial  efforts  to keep in full force and effect  liability  insurance  and
bonds  comparable in amount and scope of coverage to that  currently  maintained
with respect to its business,  unless,  in any case,  TTI consents  otherwise in
writing;  provided  that  HGR may  take  any and all of the  actions  listed  in
Schedule  5.01(b) of the HGR Disclosure  Schedules at any time prior to or after
the date of this Agreement without the consent of TTI.

(c) During the period from the date of this Agreement and  continuing  until the
Effective  Time,  each of HGR and TTI agrees as to itself and,  with  respect to
TTI, the TTI Subsidiaries,  respectively,  that except as expressly contemplated
or permitted  by this  Agreement,  as  disclosed  in Section  5.01(c) of the HGR
Disclosure  Schedule or the TTI Disclosure  Schedule,  as applicable,  or to the
extent that the other party shall otherwise consent in writing:

         (i) It  shall  not  amend  or  propose  to  amend  its  certificate  of
         in-corporation or by-laws or equivalent organizational documents except
         as contemplated in this Agreement.

         (ii) It shall  not,  nor in the case of TTI  shall  it  permit  the TTI
         Subsidiaries to, issue, deliver,  sell, redeem,  acquire,  authorize or
         propose to issue,  deliver,  sell,  redeem,  acquire or authorize,  any
         shares of its capital stock of any class or any securities  convertible
         into, or any rights, warrants or options to acquire, any such shares or
         convertible securities or other ownership interest,  provided that: (1)
         TTI shall be  permitted  to issue the shares of TTI Common  Stock to be
         issued  to HGR  Stockholders  hereunder,  and  (2)each  party  shall be
         permitted to issue shares of its common stock  pursuant to the exercise
         of stock options, warrants and other convertible securities outstanding
         as of the date hereof and listed on the HGR Disclosure  Schedule or the
         TTI Disclosure Schedule, as the case may be.

         (iii) It shall  not,  nor in the case of TTI shall it permit any of the
         TTI Subsidiaries  to, nor shall it propose to: (i) declare,  set aside,
         make or pay any dividend or other distribution, payable in cash, stock,
         property or otherwise, with respect to any of its capital stock or (ii)
         except with respect to the Reverse  Stock Split,  reclassify,  combine,
         split, subdivide or redeem, purchase or otherwise acquire,  directly or
         indirectly, any of its capital stock.

         (iv)  Other  than  dispositions  in the  ordinary  course  of  business
         consistent  with past  practice  which  would not cause a TTI  Material
         Adverse  Effect  or a HGR  Material  Adverse  Effect  (as  applicable),
         individually or in the aggregate, to it and its subsidiaries,  taken as
         a whole, it shall not, nor shall it permit any of its  subsidiaries to,
         sell, lease,  encumber or otherwise dispose of, or agree to sell, lease
         (whether  such lease is an  operating  or capital  lease),  encumber or
         otherwise dispose of its assets.

         (v) It shall  promptly  advise the other party hereto in writing of any
         change  in  the  condition  (financial  or  otherwise),  operations  or
         properties,  businesses  or business  prospects of such party or any of
         its subsidiaries which would result in a TTI Material Adverse Effect or
         HGR Material Adverse Effect, as the case may be.

         (vi) It  shall  not  permit  to  occur  any (1)  change  in  accounting
         principles, methods or practices, investment practices, claims, payment
         and   processing   practices   or   policies   regarding   intercompany
         transactions,  (2)incurrence of Indebtedness or any commitment to incur
         Indebtedness,  any  incurrence  of a contingent  liability,  Contingent
         Obligation or other liability of any type,  except for, with respect to
         HGR, other than obligations  related to the acquisition of Inventory in
         the ordinary course of business  consistent  with past  practices,  (3)
         cancellation of any debt or waiver or release of any contract, right or
         claim,  except for cancellations,  waivers and releases in the ordinary
         course  of  business  consistent  with its past  practice  which do not
         exceed  $50,000  in  the  aggregate,  (4)  amendment,   termination  or
         revocation of, or a failure to perform obligations or the occurrence of
         any default under,  (Y) any contract or agreement  (including,  without
         limitation,  leases) to which it is or, as of December 31, 2009,  was a
         party,  other than in the ordinary  course of business  consistent with
         past  practice,  or (Z) any  License,  (5)  execution  of  termination,
         severance or similar  agreements  with any of its officers,  directors,
         employees,  agents or independent  contractors or (6) entering into any
         leases of real property or agreement to acquire real property.

                                    8 of 18
<PAGE>

SECTION 5.02.     NO ACTION.
----------------------------

During the  period  from the date of this  Agreement  and  continuing  until the
Effective  Time,  each of HGR and TTI agrees as to itself and,  with  respect to
TTI, the TTI  Subsidiaries,  respectively,  that it shall not, and TTI shall not
permit  any of the TTI  Subsidiaries  to,  take or agree or  commit  to take any
action,  (i) that is  reasonably  likely to make any of its  representations  or
warranties  hereunder  inaccurate;  or (ii) that is  prohibited  pursuant to the
provisions of this Article V.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

SECTION 6.01.     PREPARATION OF NOTICE TO HGR STOCKHOLDERS.
------------------------------------------------------------

HGR agrees that as promptly as practicable  following the date of this Agreement
it shall  prepare a notice  to  stockholders  describing  the  Merger  (the "HGR
Notice"). HGR shall use commercially  reasonable efforts to cause the HGR Notice
to be mailed to its stockholders at the earliest practicable date following such
filing.

SECTION 6.02.     ACCESS TO INFORMATION.
----------------------------------------

From the date hereof until the Effective Time or the earlier termination of this
Agreement,  each party  shall give the other party and its  respective  counsel,
accountants,  representatives and agents full access, upon reasonable notice and
during normal  business  hours,  to such party's  facilities  and the financial,
legal,  accounting and other representatives of such party with knowledge of the
business  and the assets of such party and,  upon  reasonable  notice,  shall be
furnished all relevant documents,  records and other information  concerning the
business,  finances and properties of such party and its  subsidiaries  that the
other party and its respective counsel, accountants, representatives and agents,
may reasonably  request.  No  investigation  pursuant to this Section 6.02 shall
affect or be deemed to modify any of the representations or warranties hereunder
or the condition to the obligations of the parties to consummate the Merger;  it
being  understood  that the  investigation  will be made for the purposes  among
others of the board of  directors  of each party  determining  in its good faith
reasonable  business judgment the accuracy of the representations and warranties
of the other party.  In the event of the  termination  of this  Agreement,  each
party, if so requested by the other party, will return or destroy promptly every
document  furnished to it by or on behalf of the other party in connection  with
the transactions  contemplated  hereby,  whether so obtained before or after the
execution  of this  Agreement,  and any  copies  thereof  (except  for copies of
documents publicly  available) which may have been made, and will use reasonable
efforts  to cause  its  representatives  and any  representatives  of  financial
institutions  and investors  and others to whom such  documents  were  furnished
promptly to return or destroy such  documents and any copies thereof any of them
may have made.

SECTION 6.03.     NO SHOP; ACQUISITION PROPOSALS.
-------------------------------------------------

From the date hereof until the Effective Time or the earlier termination of this
Agreement,  neither HGR nor TTI shall, nor shall they authorize or permit any of
their  respective  officers,  directors  or  employees  or  Subsidiaries  or any
investment   banker,   financial   advisor,   attorney,   accountant   or  other
representative  retained by it to, solicit,  initiate or encourage (including by
way of  furnishing  information),  or take any other action to  facilitate,  any
inquiries or the making of any proposal which constitutes,  or may reasonably be
expected  to lead  to,  any  Takeover  Proposal  (as  hereinafter  defined),  or
negotiate with respect to, agree to or endorse any Takeover  Proposal (except in
any case if the board of  directors  or special  committee of TTI or HGR, as the
case may be,  determines  in good faith,  based upon the written  opinion of its
outside legal  counsel,  that the failure to do so would  constitute a breach of
the  fiduciary  duties  of the  TTI' or  HGR's  board of  directors  or  special
committee,  as the case may be, to its  stockholders  under applicable law). HGR
shall promptly advise TTI and TTI shall promptly advise HGR, as the case may be,
orally and in writing of any such inquiries or proposals and shall also promptly
advise TTI or HGR, as the case may be, of any developments or changes  regarding
such inquiries or proposals. HGR and TTI shall immediately cease and cause to be
terminated any existing discussions or negotiations with any persons (other than
HGR,  TTI and Merger Sub)  conducted  heretofore  with  respect to any  Takeover
Proposal.  HGR and TTI agree not to release (by waiver or  otherwise)  any third
party from the  provisions of any  confidentiality  or  standstill  agreement to
which HGR or TTI is a party.

SECTION 6.04.     LEGAL CONDITIONS TO MERGER; REASONABLE EFFORTS.
-----------------------------------------------------------------

Each of HGR, TTI and Merger Sub shall take all reasonable  actions  necessary to
comply promptly with all legal  requirements which may be imposed on itself with
respect to the Merger and will promptly  cooperate with and furnish  information
to each other in connection with any such requirements  imposed upon any of them
or any of their Subsidiaries in connection with the Merger. Each of HGR, TTI and

                                    9 of 18
<PAGE>

Merger Sub will, and TTI will cause the TTI Subsidiaries to, take all reasonable
actions  necessary to obtain (and will  cooperate  with each other in obtaining)
any  consent,  authorization,  order or approval  of, or any  exemption  by, any
Governmental  Entity or other  public or private  third  party,  required  to be
obtained or made by HGR, TTI or any of the TTI  Subsidiaries  in connection with
the  Merger  or the  taking  of  any  action  contemplated  thereby  or by  this
Agreement.

SECTION 6.05.     CERTAIN FILINGS.
----------------------------------

Each party shall cooperate with the other in (a) connection with the preparation
of an 8-K,  (b)  determining  whether  any action by or in respect of, or filing
with, any governmental body, agency,  official or authority is required,  or any
actions, consents, approvals or waivers are required to be obtained from parties
to  any  material  contracts,   in  connection  with  the  consummation  of  the
transactions  contemplated  by this  Agreement and (c) seeking any such actions,
consents,   approvals  or  waivers  or  making  any  such  filings,   furnishing
information  required in connection therewith or with the 8-K and seeking timely
to obtain any such  actions,  consents,  approvals or waivers.  Each party shall
consult  with the  other in  connection  with the  foregoing  and  shall use all
reasonable  commercial efforts to take any steps as may be necessary in order to
obtain any consents, approvals, permits or authorizations required in connection
with the Merger.

SECTION 6.06.     PUBLIC ANNOUNCEMENTS AND FILINGS.
---------------------------------------------------

Each party shall give the other a reasonable  opportunity to comment upon,  and,
unless  disclosure is required,  in the opinion of counsel,  by applicable  law,
approve (which approval shall not be unreasonably withheld),  all press releases
or other public  communications  of any sort  relating to this  Agreement or the
transactions contemplated hereby.

SECTION 6.07.     TAX TREATMENT.
--------------------------------

TTI and HGR shall each report the Merger as a tax-free  reorganization and shall
not take, and shall use commercially  reasonable efforts to prevent any of their
respective  Subsidiaries  or  affiliates  from  taking,  any actions  that could
prevent the Merger from qualifying,  as tax free under the provisions of Section
351 of the Code or Section 368(a) of the Code.

SECTION 6.08.     TAX MATTERS.
------------------------------

(a) HGR shall  prepare and file on a timely basis all Tax Returns  which are due
to be filed with respect to HGR (giving  effect to any extension of time) within
60 days after the Closing Date. TTI shall be responsible for the preparation and
filing  of all Tax  Returns  which  are due to be filed  (giving  effect  to any
extension of time after the Closing Date,  but HGR shall use its best efforts to
conduct its affairs  such that any Tax Returns due after the Closing Date can be
filed on a timely basis.

(b) From the date hereof until the Effective Time or the earlier  termination of
this  Agreement,  without  the prior  written  consent of the other  party or if
required in the opinion of counsel, neither TTI nor HGR shall make or change any
election,  change an annual  accounting  period,  adopt or change any accounting
method,  file any amended Tax Return,  enter into any closing agreement,  settle
any Tax  claim or  assessment  relating  to it,  surrender  any right to claim a
refund of Taxes,  consent to any  extension or waiver of the  limitation  period
applicable  to any Tax  claim or  assessment  relating  to it, or take any other
action relating to the filing of any Tax Return or the payment of any Tax.

SECTION 6.09.     SUPPLEMENTS TO SCHEDULES.
-------------------------------------------

Prior to the Closing,  HGR will supplement or amend its disclosure schedule with
respect to any matter  hereafter  arising which, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described in
such  disclosure  schedule.  No  supplement  to or amendment  of the  disclosure
schedule  made  pursuant to this Section 6.09 shall be deemed to cure any breach
of any  representation  or  warranty  made in this  Agreement  unless  the other
parties hereto specifically agree thereto in writing.  Prior to the Closing, TTI
may  supplement  or amend its  disclosure  schedule  with  respect to any matter
which, if existing or occurring at the date of this  Agreement,  would have been
required to be set forth or described in such disclosure schedule. No supplement
to or amendment of the  disclosure  schedule  made pursuant to this Section 6.09
shall be deemed to cure any breach of any  representation  or  warranty  made in
this  Agreement  unless the other parties hereto  specifically  agree thereto in
writing.

                                    10 of 18
<PAGE>


                                   ARTICLE VII
                            CONDITIONS OF THE MERGER

SECTION 7.01.     CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
-----------------------------------------------------------------------------

The  respective  obligations  of each  party to effect  the Merger and the other
transactions  contemplated  herein  shall be subject to the  satisfaction  at or
prior to the Effective Time of the following conditions, any or all of which may
be waived, in whole or in part to the extent permitted by applicable law:

(a) Stockholder Approval. This Agreement shall have been duly adopted and joined
pursuant to an  Exchange  Agreement  (Exhibit A hereto) by the holders  of(i) at
least 90% of the outstanding  shares of HGR Common Stock; and (ii) a majority of
the outstanding shares of capital stock of Merger Sub.

(b) No  Injunctions  or  Restraints.  No  governmental  authority  of  competent
jurisdiction shall have enacted,  issued,  promulgated,  enforced or entered any
statute,  rule, regulation,  execution order, decree,  injunction or other order
(whether  temporary,  preliminary  or  permanent)  which is in effect  and which
materially  restricts,  prevents or prohibits  consummation of the Merger or any
transaction contemplated by this Agreement;  provided, however, that the parties
shall  use  their  reasonable  commercial  efforts  to cause  any  such  decree,
judgment, injunction or other order to be vacated or lifted.

SECTION 7.02.     ADDITIONAL CONDITIONS OF OBLIGATIONS OF TTI.
--------------------------------------------------------------

The  obligations  of TTI and  Merger  Sub to  effect  the  Merger  and the other
transactions contemplated by this Agreement are also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by TTI:

(a)  Representations  and Warranties.  The representations and warranties of HGR
set forth in this Agreement  shall be true and correct in all material  respects
(except for those representations and warranties qualified by materiality, which
shall be true and correct in all respects) as of the date of this  Agreement and
as of the Closing Date as though made on and as of the Closing  Date,  except as
otherwise contemplated by this Agreement.

(b)  Performance of Obligations of HGR. HGR shall have performed in all material
respects all conditions,  covenants,  agreements and obligations  required to be
performed by it under this Agreement at or prior to the Closing Date.

(c) No  Material  Adverse  Change  to HGR.  From the  date  hereof  through  and
including  the Effective  Time, no event shall have occurred  which would have a
HGR Material Adverse Effect.

(d) Third Party  Consents.  HGR shall have obtained all consents and  approvals,
required to be obtained  prior to or at the Closing Date,  from third parties or
governmental  and  regulatory  authorities  in  connection  with the  execution,
delivery and  performance by HGR of this Agreement and the  consummation  of the
transactions contemplated hereby.

(e) No  Governmental  Order or Other  Proceeding or Litigation.  No order of any
Governmental  Entity  shall  be  in  effect  that  restrains  or  prohibits  the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

(f) Dissenters' Rights.  Holders of not more than 10% of the aggregate number of
shares of HGR Common Stock shall have elected to exercise any  appraisal  rights
or similar  rights  within the law of the State of Texas,  which  demand was not
withdrawn or terminated as of the Closing Date.

(g) Financial Statements.  HGR shall have delivered audited financial statements
for HGR for period from inception to 12/31/2009  prepared in accordance with SEC
Rules and Regulations, GAAP, and PCAOB Rules.

(h) Deliveries. At the Closing, HGR shall have delivered to TTI:

         (i) a certificate,  dated the Closing Date,  signed on behalf of HGR by
         the Chief Executive Officer of HGR, certifying as to the fulfillment of
         the  conditions  specified  in  subsections  (a),  (b)  and (c) of this
         Section 7.02;

         (ii) the  consents  set forth in  Section  4.04 of  the HGR  Disclosure
         Schedule;

         (iii)  true,  correct and  complete  copies of (1) the  certificate  of
         incorporation  or other charter  document,  as amended to date, of HGR,

                                    11 of 18
<PAGE>

         certified  as of a  recent  date by the  Secretary  of  State  or other
         appropriate   official   of  the   state  or  other   jurisdiction   of
         incorporation  of HGR, (2) the by-laws or other similar  organizational
         document of HGR, and (3)  resolutions  duly and validly  adopted by the
         Board  of  Directors  and  the   stockholders  of  HGR  evidencing  the
         authorization  of the  execution  and delivery of this  Agreement,  the
         other Transaction Documents to which it is a party and the consummation
         of the  transactions  contemplated  hereby and  thereby,  in each case,
         accompanied by a certificate of the Secretary or Assistant Secretary of
         HGR, dated as of the Closing Date, stating that no amendments have been
         made thereto from the date thereof through the Closing Date; and

         (iv) good standing  certificates for HGR from the Secretary of State or
         other  appropriate   official  of  their  respective  states  or  other
         jurisdiction of incorporation  and from the Secretary of State or other
         appropriate  official of each other jurisdiction in which the operation
         of the  business  in such  jurisdiction  requires  HGR to qualify to do
         business  as a foreign  corporation,  in each case dated as of a recent
         date prior to the Closing Date;

SECTION 7.03.     ADDITIONAL CONDITIONS OF OBLIGATIONS OF HGR.
--------------------------------------------------------------

The  obligation  of  HGR  to  effect  the  Merger  and  the  other  transactions
contemplated  by this Agreement is also subject to the  satisfaction at or prior
to the Closing Date of the following additional conditions unless waived by HGR:

(a)  Representations  and Warranties.  The representations and warranties of TTI
and  Merger  Sub set forth in this  Agreement  shall be true and  correct in all
material respects (except for those  representations and warranties qualified by
materiality)  as of the date of this  Agreement  and as of the  Closing  Date as
though made on and as of the Closing Date,  except as otherwise  contemplated by
this Agreement.

(b)  Performance  of Obligations of TTI and Merger Sub. TTI and Merger Sub shall
have performed in all material  respects all conditions,  covenants,  agreements
and  obligations  required to be  performed  by them under this  Agreement at or
prior to the Closing Date.

(c) No  Material  Adverse  Change to TTI or  Merger  Sub.  From the date  hereof
through and  including the  Effective  Time, no event shall have occurred  which
would have a TTI Material Adverse Effect.

(d) Third Party  Consents.  TTI shall have  obtained all consents and  approvals
required to be obtained  prior to or at the Closing  Date from third  parties or
governmental  and  regulatory  authorities  in  connection  with the  execution,
delivery and  performance by TTI of this Agreement and the  consummation  of the
transactions contemplated hereby.

(e) No  Governmental  Order or Other  Proceeding or Litigation.  No order of any
Governmental  Entity  shall  be  in  effect  that  restrains  or  prohibits  the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

(f) Deliveries. At the Closing, TTI shall have delivered to HGR:

         (i)  certificates,  dated the Closing Date, signed on behalf of each of
         TTI  and  Merger  Sub by the  President  of  each  of TTI  and  Merger,
         certifying  as to  the  fulfillment  of  the  conditions  specified  in
         subsections (a), (b) and (c) of this Section 7.03;

         (ii) the  consents set  forth in  Section 3.04  of  the  TTI Disclosure
         Schedule;

         (iii)  true,  correct and  complete  copies of (1) the  certificate  of
         incorporation or other charter document, as amended to date, of each of
         TTI and Merger Sub,  certified as of a recent date by the  Secretary of
         State or other appropriate  official of the state or other jurisdiction
         of  incorporation  of such  company,  (2) the by-laws or other  similar
         organizational  document  of  each  of TTI  and  Merger  Sub,  and  (3)
         resolutions  duly and validly adopted by the Board of Directors of each
         of TTI and Merger Sub evidencing the authorization of the execution and
         delivery of this Agreement, the other Transaction Documents to which it
         is a party and the consummation of the transactions contemplated hereby
         and  thereby,  in  each  case,  accompanied  by a  certificate  of  the
         Secretary of each of TTI and Merger Sub,  dated as of the Closing Date,
         stating that no amendments have been made thereto from the date thereof
         through the Closing Date; and

         (iv)  good  standing  certificates  for TTI and  Merger  Sub  from  the
         Secretary of State or other  appropriate  official of their  respective
         states or other jurisdiction of incorporation and from the Secretary of
         State or other appropriate official of each other jurisdiction in which

                                    12 of 18
<PAGE>

         the  operation  of the  business in such  jurisdiction  requires TTI to
         qualify to do business as a foreign corporation,  in each case dated as
         of a recent date prior to the Closing Date.

                                  ARTICLE VIII
                                   TERMINATION

SECTION 8.01.  TERMINATION.
---------------------------

This Agreement may be terminated at any time prior to the Effective Time, by TTI
or HGR as set forth below:

         (a) by mutual consent of the boards of directors of TTI and HGR; or

         (b) by TTI upon  written  notice to HGR,  if: (A) any  condition to the
         obligation of TTI to close contained in Article VII hereof has not been
         satisfied by April 1, 2010 (the "End Date") (unless such failure is the
         result  of  TTI's  breach  of any of its  representations,  warranties,
         covenants or agreements  contained  herein) or (B) the TTI stockholders
         do not approve the Merger; or

         (c) by HGR upon  written  notice to TTI,  if: (A) any  condition to the
         obligation of HGR to close contained in Article VII hereof has not been
         satisfied  by the End Date  (unless such failure is the result of HGR's
         breach  of  any  of  its  representations,   warranties,  covenants  or
         agreements  contained  herein);  or (B)  the  HGR  stockholders  do not
         approve the Merger; or

         (d) by TTI if the  board  of  directors  or  special  committee  of TTI
         determines in good faith, based upon the written opinion of its outside
         legal  counsel,  that the failure to  terminate  this  Agreement  would
         constitute  a  breach  of the  fiduciary  duties  of the TTI  board  of
         directors or special committee to the TTI stockholders under applicable
         law; or

         (e) by HGR if the  board  of  directors  or  special  committee  of HGR
         determines in good faith, based upon the written opinion of its outside
         legal  counsel,  that the failure to  terminate  this  Agreement  would
         constitute  a  breach  of the  fiduciary  duties  of the HGR  board  of
         directors or special committee to the HGR stockholders under applicable
         law.

SECTION 8.02.     FEES AND EXPENSES.
------------------------------------

Whether or not the Merger is  consummated,  all costs and  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense, and, in connection therewith,  each of
TTI and HGR shall  pay,  with its own funds and not with funds  provided  by the
other party, any and all property or transfer taxes imposed on such party.

                                   ARTICLE IX
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

None of the  representations  and  warranties  of the  parties set forth in this
Agreement shall survive the Closing.  Following the Closing Date with respect to
any  particular  representation  or  warranty,  no party  hereto  shall have any
further liability with respect to such representation and warranty.  None of the
covenants,  agreements  and  obligations of the parties hereto shall survive the
Closing.

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01.    NOTICES.
--------------------------

All notices,  requests and other  communications to any party hereunder shall be
in writing  (including  telecopy,  telex  facsimile,  email,  FTP (File Transfer
Protocal)  or similar  writing) and shall be deemed given or made as of the date
delivered,  if delivered  personally or by telecopy  (provided  that delivery by
telecopy shall be followed by delivery of an additional copy personally, by mail
or overnight  courier),  one day after being  delivered by overnight  courier or
three days after being mailed by registered or certified mail (postage  prepaid,
return receipt requested), to the parties at the following addresses:

                                    13 of 18
<PAGE>

         if to TTI or Merger Sub, to:

         with a copy to (which shall not constitute notice):
         Michael Littman, Esq.
         7609 Ralston Road
         Arvada, CO  80002
         Fax:  (303) 431-1567
         MALATTYCO@AOL.COM

         with a copy to  (which  shall not  constitute  notice):  or such  other
         address or telex or telecopy number as such party may hereafter specify
         for the purpose by notice to the other party hereto.

SECTION 10.02.    AMENDMENT; WAIVER.
------------------------------------

This Agreement may be amended, modified or supplemented, and waivers or consents
to departures  from the provisions  hereof may be given,  provided that the same
are in writing and signed by or on behalf of the parties hereto.

SECTION 10.03.    SUCCESSORS AND ASSIGNS.
-----------------------------------------

The provisions of this Agreement  shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, provided that
no party shall  assign,  delegate  or  otherwise  transfer  any of its rights or
obligations  under this Agreement without the written consent of the other party
hereto.

SECTION 10.04.    GOVERNING LAW.
--------------------------------

This Agreement  shall be construed in accordance with and governed by the law of
the State of Colorado without regard to principles of conflict of laws.

SECTION 10.05.    WAIVER OF JURY TRIAL.
---------------------------------------

Each party hereto hereby irrevocably and unconditionally  waives any rights to a
trial by jury in any legal action or  proceeding  in relation to this  Agreement
and for any counterclaim therein.

SECTION 10.06.    CONSENT TO JURISDICTION.
------------------------------------------

Each of the  Parties  hereby  irrevocably  and  unconditionally  submits  to the
exclusive  jurisdiction  of any court of the State of  Colorado  or any  federal
court sitting in Colorado for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice or  document  pursuant  to the laws of the State of  Colorado  and on the
individuals  designated in Section  10.01 shall be effective  service of process
for any action, suit or proceeding brought against it in any such court.

SECTION 10.07.    COUNTERPARTS; EFFECTIVENESS.
----------------------------------------------

Facsimile  or email  transmissions  of any  executed  original  document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION  10.08.  ENTIRE  AGREEMENT;  NO THIRD  PARTY  BENEFICIARIES;  RIGHTS  OF
OWNERSHIP.
--------------------------------------------------------------------------------

Except as expressly provided herein, this Agreement (including the documents and
the  instruments  referred  to  herein)  constitute  the  entire  agreement  and
supersede all prior agreements and understandings,  both written and oral, among
the parties  with  respect to the subject  matter  hereof.  Except as  expressly
provided herein,  this Agreement is not intended to confer upon any person other
than the parties  hereto any rights or remedies  hereunder.  The parties  hereby
acknowledge that no person shall have the right to acquire or shall be deemed to
have acquired  shares of common stock of the other party  pursuant to the Merger
until consummation thereof.

SECTION 10.09.    HEADINGS.
---------------------------

The headings  contained in this  Agreement are for  reference  purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.

                                    14 of 18
<PAGE>

SECTION 10.10.    NO STRICT CONSTRUCTION.
-----------------------------------------

The parties hereto have participated  jointly in the negotiation and drafting of
this   Agreement.   In  the  event  an   ambiguity  or  question  of  intent  or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.

SECTION 10.11.    SEVERABILITY.
-------------------------------

If any  term or  other  provision  of this  Agreement  is  invalid,  illegal  or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

                                   ARTICLE XI
                                   DEFINITIONS

"Affiliate"  shall mean (a) with  respect to an  individual,  any member of such
individual's family including lineal ancestors and descendents; (b) with respect
to an entity, any officer, director, stockholder,  partner, manager, investor or
holder of an ownership  interest of or in such entity or of or in any  Affiliate
of such entity;  and (c) with respect to a Person,  any Person which directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with such Person or entity.

"Agreement" shall have the meaning set forth in the preamble to this Agreement.

"HGR" shall have the meaning set forth in the preamble to this Agreement.

"HGR  Capital  Stock"  shall have the meaning set forth in Section  4.02 of this
Agreement.

"HGR Common  Stock"  shall have the  meaning  set forth in the  recitals to this
Agreement.  "HGR  Material  Adverse  Effect"  shall  mean an  event  or  change,
individually  or in the  aggregate  with  other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations of HGR taken as a whole (other than those events,  changes or effects
resulting  from  general  economic  conditions  or the  industry in which HGR is
engaged  generally)  or (b) the ability of HGR to  consummate  the  transactions
contemplated hereby.

"HGR Stockholders" means the holders of common stock in HGR.

"Certificate of Merger" shall have the meaning set forth in Section 1.01 of this
Agreement.

"Certificates"  shall  have the  meaning  set forth in  Section  1.05(a) of this
Agreement.

"TTI" shall have the meaning set forth in the preamble to this Agreement.

"TTI Common  Stock"  shall have the  meaning  set forth in the  recitals to this
agreement.

"TTI Common Stock  Equivalents" shall have the meaning set forth in Section 3.02
of this Agreement.

"TTI Material Adverse Effect" shall mean an event or change, individually, or in
the aggregate with other events or changes, that could reasonably be expected to
have a  material  adverse  effect on (a) the  business,  properties,  prospects,
condition  (financial  or otherwise) or results of operations of TTI and the TTI
Subsidiaries  taken as a whole  (other  than  those  events,  changes or effects
resulting  from  general  economic  conditions  or the  industry in which TTI is
engaged  generally)  or (b) the ability of TTI to  consummate  the  transactions
contemplated hereby.

"Closing" shall have the meaning set forth in Section 2.01 of this Agreement.

"Closing  Date"  shall  have  the  meaning  set  forth in  Section  2.01 of this
Agreement.

"Code" shall have the meaning set forth in the recitals of this Agreement.

"Contingent  Obligation"  as to any Person shall mean the undrawn face amount of
any letters of credit  issued for the account of such Person and shall also mean
any  obligation  of such Person  guaranteeing  or having the economic  effect of
guaranteeing any  Indebtedness,  leases,  dividends,  letters of credit or other
obligations ("Primary  Obligations") of any other Person (the "Primary Obligor")
in any manner,  whether directly or indirectly,  including,  without limitation,
any obligation of such Person,  whether or not  contingent,  (a) to purchase any
such Primary Obligation or any property constituting direct or indirect security

                                    15 of 18
<PAGE>

therefore, (b) to advance or supply funds (i) for the purchase or payment of any
such Primary Obligation or (ii) to maintain working capital or equity capital of
the Primary Obligor or otherwise to maintain the financial condition or solvency
of the  Primary  Obligor,  (c) to  purchase  property,  securities  or  services
primarily  for the  purpose  of  assuring  the  obligee  under any such  Primary
Obligation of the ability of the Primary Obligor to make payment of such Primary
Obligation,  or (d)  otherwise to assure or hold harmless the obligee under such
Primary Obligation against loss in respect thereof; provided,  however, that the
term  Contingent  Obligation  shall not include  endorsements of instruments for
deposit or collection in the ordinary course of business.

"Contracts"  shall  mean  all  contracts,   leases,  subleases,   notes,  bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

"Conversion  Amount"  shall  mean  an  amount  equal  to a  prorata  portion  of
29,000,000  shares of Common  Stock,  (29,000,000 / 100 x % of HGR common shares
owned = shareholder  entitlement) and a prorata portion of each of 125,000 Class
A Preferred  Convertible  Shares (having a conversion  ratio of one preferred to
208 common TTI  shares;  and subject to the common  stock of the company  having
traded at an average  bid price of $3.00 for ten  consecutive  trading  days) or
after a period of Twelve  Months (12) from the date of issue,  whichever  occurs
first.  and 125,000 Class B Convertible  Preferred  Shares  (having a conversion
ratio of one  preferred  for 248 common TTI  shares;  and  subject to the common
stock of the  company  having  traded at an  average  bid price of $7.00 for ten
consecutive  trading  days) or twenty  four  (24)  months  after  date of issue,
whichever is earlier  computed as follows  125,000 / 100 x % of common shares of
HGR owned, = # of shares of stock receivable of TTI,  Preferred A, and Preferred
B.

"CBCA" shall have the meaning set forth in the recitals of this Agreement.

"Effective  Time"  shall  have the  meaning  set forth in  Section  1.01 of this
Agreement.

"End Date" shall have the meaning forth in Section 8.01 of this Agreement.

"Governmental Approval" shall mean the consent, approval, order or authorization
of, or registration, declaration or filing with any court, administrative agency
or  commission  or other  Governmental  Entity,  authority  or  instrumentality,
domestic or foreign.

"Governmental  Entity" means the government of the United States of America, any
other nation or any political  subdivision  thereof,  whether foreign,  state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
tribunal,  arbitrator,  central  bank  or  other  entity  exercising  executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

"Indebtedness" shall mean as to any Person and whether recourse is secured by or
is  otherwise  available  against  all or only a portion  of the  assets of such
Person  and  whether  or not  contingent,  but  without  duplication:  (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such Person to pay any  discount,  interest,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectability)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates,  currency  exchange  rates,  commodities or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such Person's  ownership  interest in or other  relationship with such
entity,  except to the extent that the terms of such  Indebtedness  provide that

                                    16 of 18
<PAGE>

such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.

"Laws"  shall  mean all  foreign,  federal,  state  and  local  statutes,  laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

"License" shall mean any franchise, authorization,  license, permit, certificate
of occupancy, easement, variance, exemption, certificate, consent or approval of
any Governmental Entity or other Person.

"Lien" shall mean any mortgage,  pledge,  assessment,  security interest, lease,
lien, adverse claim, levy, charge or other encumbrance of any kind.

"Merger" shall have the meaning set forth in the recitals of this Agreement.

"Merger Sub" shall have the meaning set forth in the preamble to this Agreement.

"Person" shall mean any  individual,  sole  proprietorship,  partnership,  joint
venture,  trust,   unincorporated   organization,   limited  liability  company,
association, corporation, institution, entity, party, Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

"Post-Closing  Tax  Period"  means a taxable  period (or portion  thereof)  that
begins after the Closing Date.

"SEC" shall have the meaning set forth in Section 3.05 of this Agreement.

"Surviving  Corporation"  shall have the meaning set forth in Section 1.02(a) of
this Agreement.

"Subsidiary"  shall  mean  any  Person  in which  another  Person,  directly  or
indirectly,  owns 50% of either the equity  interests  in or voting  control of,
such Person.

"Takeover  Proposal"  shall mean any  proposal  for a tender or exchange  offer,
merger, consolidation,  sale of all or substantially all of such party's assets,
sale of in excess of fifteen  percent  of the  shares of capital  stock or other
business combination involving such party or any proposal or offer to acquire in
any manner a  substantial  equity  interest  (including  any interest  exceeding
fifteen percent of the equity  outstanding) in, or all or  substantially  all of
the assets of,  such party  other  than the  transactions  contemplated  by this
Agreement.

"Taxes" means all federal,  state, county, local,  municipal,  foreign and other
taxes, assessments, duties or similar charges of any kind whatsoever,  including
all corporate franchise, income, gross receipts,  occupation,  windfall profits,
sales, use, ad valorem,  value-added,  profits, license,  withholding,  payroll,
employment,  excise,  premium,  real property,  personal property,  customs, net
worth, capital gains, transfer, stamp, documentary, social security, disability,
environmental, alternative minimum, recapture and other taxes, and including all
interest, penalties and additions imposed with respect thereto, whether disputed
or not and including any obligations to indemnify or otherwise assume or succeed
to the Tax liability of any Person, and any liability in respect of any Tax as a
result of being a member of any affiliated, combined,  consolidated,  unitary or
similar group.

"Tax  Return"  means any  report,  return,  statement,  estimate,  informational
return,  declaration or other written  information  required to be supplied to a
taxing authority in connection with Taxes.

"Taxing Authority" means any domestic, foreign, federal, national, state, county
or municipal or other local government,  any subdivision,  agency, commission or
authority  thereof,  or any  quasi-governmental  body  exercising tax regulatory
authority.

"TBOC" shall have the meaning set forth in the recitals of this Agreement.

"Transaction Documents" shall mean this Agreement


                  [Remainder of page intentionally left blank.]

                                    17 of 18
<PAGE>

IN WITNESS  WHEREOF,  the parties hereto have caused this Amended  Agreement and
Plan of Merger and  Reorganization  to be duly  executed  as of the day and year
first above written.


                                          TOMBSTONE TECHNOLOGIES, INC.


                                          By:
                                               _________________________________
                                               Name: John N. Harris
                                               Title: President/CEO & Director


                                          By:
                                               _________________________________
                                               Name: Neil A. Cox
                                               Title:  CFO & Chairman


                                          By:
                                               _________________________________
                                               Name: William H. Reilly
                                               Title: COO/CTO & Director


                                          HUNT ACQUISITION CORP.


                                          By:
                                               _________________________________
                                               Name: John N. Harris
                                               Title:  President/CEO & Director


                                          HUNT GLOBAL RESOURCES, INC.


                                          By:
                                               _________________________________
                                               Name: George T. Sharp
                                               Title:   CEO


                                          By:
                                               _________________________________
                                               Name: Jewel Samual Hunt V
                                               Title: Chairman


                                          By:
                                               _________________________________
                                               Name: Lisa Anderson Hunt
                                               Title: President




                                    18 of 18

<PAGE>

EXHIBIT 99

LONGMONT, Colo.--(BUSINESS WIRE)--January 19, 2010--

Tombstone  Technologies  (OTCBB:  TMCI) today  announced  it has entered into an
agreement to acquire the assets of Hunt Global Resources,  Inc., a Houston-based
company  focused on the use of new  technologies  to  maximize  the value of its
natural  resources  projects.  The  transaction  is in  the  form  of a  reverse
acquisition  wherein  Hunt Global  Resources  will be acquired as a wholly owned
subsidiary of TMCI.

Completion of this acquisition is predicated upon delivery and review of audited
financial statements prepared in accordance with SEC Rules and Regulations.

About Tombstone Technologies, Inc.

Based in Longmont,  Colo.,  Tombstone  Technologies provides innovative software
solutions in the emerging  market for  Web-to-Print  applications.  Its flagship
product, OIEPrint Suite, gives the power of online professional design, combined
with order  management and e-commerce  capabilities,  to mid-sized  printers and
their customers.  Full product  information and company details are available at
www.tombstonetechnologies.com.

About Hunt Global Resources, Inc.

Hunt Global owns surface  mining  rights to over 350 acres of land  northwest of
Houston containing high-grade sand and gravel. Approximately 60% of the reserves
are industrial fracturing sands (frac sands) used by the oil and gas industry.

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:  Except for historical  information,  the matters  discussed in this press
release contain forward-looking statements that involve risks and uncertainties,
including   but  not  limited  to  economic,   competitive,   governmental   and
technological  factors  affecting  Tombstone   Technologies,   Inc.  operations,
markets,  products  and  prices and other  factors  discussed  in the  Company's
various filings with the Securities and Exchange Commission.

CONTACT: Tombstone Technologies, Inc.
John N. Harris
President
303-823-9823

or

Hunt Global Resources, Inc.
George T. Sharp
Chief Executive Officer
713-443-9443