STOCK PURCHASE AND EXCHANGE AGREEMENT

                          by and among

                   SPEED RELEASE LOCK COMPANY,



                         STEVE BEDOWITZ,



                               and



                  TTI INDUSTRIES, INCORPORATED








                         October 5, 1999

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                        TABLE OF CONTENTS

                                                             Page


ARTICLE I.  DEFINITIONS........................................ 1

ARTICLE II.  BEDOWITZ OPTION................................... 2
2.1 SALE OF THE BEDOWITZ OPTION................................ 2
2.2 PURCHASE PRICE; METHOD OF PAYMENT.......................... 2
2.3 TERM; EXERCISE............................................. 2
2.4 USE OF PROCEEDS............................................ 3
2.5 LEGEND..................................................... 3
2.6 FURTHER ASSURANCES......................................... 3

ARTICLE III.  SPEED RELEASE OPTION............................. 4
3.1 SPEED RELEASE OPTION....................................... 4
3.2 SPEED RELEASE OPTION PURCHASE PRICE........................ 4
3.3 EXERCISE................................................... 4

ARTICLE IV.  RESTRICTIONS ON TRANSFERS......................... 4

ARTICLE V.  REGISTRATION RIGHTS................................ 4
5.1 BEDOWITZ REGISTRATION RIGHTS............................... 4
5.2 SELLER'S REGISTRATION RIGHTS............................... 5
5.3 SPEED RELEASE'S REGISTRATION RIGHTS........................ 5
5.4 POTENTIAL MERGER........................................... 6

ARTICLE VI.  REPRESENTATIONS AND WARRANTIES.................... 6
6.1 REPRESENTATIONS AND WARRANTIES OF SELLER................... 6
 6.1.1 ORGANIZATION OF SELLER.................................. 6
 6.1.2 CAPITALIZATION.......................................... 6
 6.1.3. BEDOWITZ OPTION SHARES................................. 6
 6.1.4. SUBSIDIARIES........................................... 6
 6.1.5. AUTHORITY RELATIVE TO THE CLOSING DOCUMENTS;
         ENFORCEABILITY........................................ 6
 6.1.6. COMPLIANCE WITH OTHER INSTRUMENTS; CONSENTS............ 7
 6.1.7 LITIGATION.............................................. 7
 6.1.8. TAXES.................................................. 7
 6.1.9. COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS......... 7
 6.1.10. DOCUMENTS............................................. 7
 6.1.11. FULL DISCLOSURE....................................... 8
 6.1.12 RESTRICTIONS ON TRANSFER OR SALE OF SHARES............. 8
 6.1.13. STATUS OF SELLER...................................... 8
6.2 REPRESENTATIONS AND WARRANTIES OF SPEED RELEASE............ 8
 6.2.1. ORGANIZATION OF SPEED RELEASE.......................... 8
 6.2.2 CAPITALIZATION; OWNERSHIP OF TRANSFERRED SHARES......... 9
 6.2.3. RESTRICTIONS ON TRANSFER OR SALE OF SHARES............. 9
 6.2.4. AUTHORITY RELATIVE TO THE CLOSING DOCUMENTS,
         ENFORCEABILITY........................................10
 6.2.5. COMPLIANCE WITH OTHER INSTRUMENTS; CONSENTS............10
 6.2.6. STATUS OF SPEED RELEASE................................10
 6.2.7. FULL DISCLOSURE........................................10

                             PAGE i

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6.3  REPRESENTATIONS AND WARRANTIES OF BEDOWITZ................10
 6.3.1  RESTRICTIONS ON TRANSFER OR SALE OF BEDOWITZ OPTION
         SHARES................................................10
 6.3.2 STATUS OF BEDOWITZ......................................11

ARTICLE VII  ADDITIONAL COVENANTS AND AGREEMENTS OF THE
   PARTIES.....................................................12
7.1. FILINGS WITH SECURITIES AND EXCHANGE COMMISSION...........12
7.2. ACCESS; CONFIDENTIALITY...................................12
7.3 ANTI-DILUTION..............................................12
7.4. BEST EFFORTS..............................................12
7.5. BROKERS OR FINDERS........................................12

ARTICLE VIII.  CLOSING AND TERMINATION.........................12
8.1. THE CLOSING...............................................12
8.2. DELIVERIES BY SELLER......................................12
 8.2.1. CERTIFIED RESOLUTIONS..................................13
 8.2.2. CHARTER DOCUMENTS......................................13
8.3 DELIVERIES BY SPEED RELEASE................................13
 8.3.1. CORPORATE APPROVALS....................................13
 8.3.2. SPEED RELEASE OPTION PURCHASE PRICE....................13
8.4 DELIVERIES BY BEDOWITZ.....................................13
 8.4.1 BEDOWITZ OPTION PURCHASE PRICE..........................13

ARTICLE IX.  MISCELLANEOUS.....................................13
9.1. NOTICES...................................................13
9.2. ASSIGNABILITY AND PARTIES IN INTEREST.....................15
9.3. EXPENSES..................................................15
9.4. GOVERNING LAW.............................................15
9.5. COUNTERPARTS..............................................15
9.6. HEADINGS..................................................15
9.7 PRONOUNS, ETC..............................................15
9.8. COMPLETE AGREEMENT........................................15
9.9. MODIFICATIONS, AMENDMENTS AND WAIVERS.....................15
9.10. SEVERABILITY.............................................15
9.11 SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATIONS..........15

                           ii

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APPENDICES
----------
Section
Description    Reference
-----------    ---------
Appendix A
Appendix B




SCHEDULES
---------
Description
-----------
Schedule 6.1.2.2
Schedule 6.1.4
Schedule 6.1.6
Schedule 6.1.9
Schedule 6.2.2.2
Schedule 6.2.2.4




                             Page iii


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              STOCK PURCHASE AND EXCHANGE AGREEMENT

     THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (this
"Agreement") dated effective as of October 5, 1999, among SPEED
RELEASE LOCK COMPANY, a Texas corporation (Speed Release"),
STEVE BEDOWITZ, an individual ("Bedowitz"), and TTI INDUSTRIES,
INCORPORATED, a Texas corporation ("Seller").

                        R E C I T A L S:

     WHEREAS, Bedowitz desires to purchase from Seller and Seller
desires to sell to Bedowitz an option to purchase common stock in
Seller under the terms and conditions of this Agreement; and

     WHEREAS, Speed Release desires to purchase from Seller and
Seller desires to grant to Speed Release the Speed Release Option
(as defined below), pursuant to which Speed Release, upon
exercising such Option, would receive additional shares of common
stock of Seller for shares of common stock of Speed Release in
accordance with the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and agreements contained herein, and
other good and valuable consideration, the adequacy and
sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

                             ARTICLE I.
                            DEFINITIONS

     The terms defined in this Article (except as otherwise
expressly provided in this Agreement) for all purposes of this
Agreement shall have the respective meanings specified in this
Article.

     "Agreement" shall mean this Agreement, and all the exhibits
and other documents attached to or referred to in the Agreement,
and all amendments and supplements, if any, to the Agreement.

     "Closing" shall mean the meeting of the parties at which the
Closing Documents shall be exchanged by the parties, except for
those documents, or other items specifically required to be
exchanged at a later time.

     "Closing Date" shall mean October 5, 1999, or such other
date as agreed in writing by the parties on which the Closing
occurs.

     "Closing Documents" shall mean the papers, instruments and
documents required to be executed and delivered at the Closing
pursuant to this Agreement.

     "Code" shall mean the Internal Revenue of 1986, as amended
or any successor law, and regulations issued by the Internal
Revenue Service pursuant to the Internal Revenue Code or any
successor law.

     "Commission" shall mean the United States Securities and
Exchange Commission.

     "Encumbrance" shall mean any charge, claim, encumbrance,
community property interest, condition, equitable interest, lien,
option, pledge, security interest, right of first refusal, or
restriction of any kind, including any restriction on use, voting
(in the case of any security), transfer, receipt of income, or
exercise of any other attribute of ownership other than (a) liens
for taxes not yet due and payable, or (b) liens that secure the
ownership interests of lessors of equipment.

     "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

     "GAAP" shall mean generally accepted accounting principles
applied in a manner consistent with prior periods.

                             Page 1

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     "Governmental Authority" means any federal, state, local,
municipal, foreign or other government or any federal, state or
local regulatory authority.

     "Legal Requirement" shall mean any federal, state, local,
municipal, foreign or other law, statute, legislation, act,
constitution, ordinance, code, treaty, rule or regulation
(including without limitation any applicable environmental,
building, zoning or other law, ordinance or regulation).

     "Material Adverse Effect" shall mean any change
(individually or in the aggregate) in the general affairs,
management, business, goodwill, results of operations, condition
(financial or otherwise), assets, liabilities or prospects
(whether or not the result thereof would be covered by insurance)
that would be material and adverse to the designated party.

     "Ordinary Course of Business" shall mean actions consistent
with the past practices of the designated party which are similar
in nature and style to actions customarily taken by the
designated party and which do not require, and in the past have
not received, specific authorization by the Board of Directors of
the designated party.

     "Permits" shall mean any permit, license, exemption, order
or approval of any Governmental Authority necessary for the
conduct of the designated party's respective business as
currently conducted.

     "Securities Act" shall mean the Securities Act of 1933, as
amended.

     "Seller's Shares" shall mean the Seller's common stock, par
value $0.01 per share.

     "Taxes" shall include federal, state and local income taxes,
capital gains tax, value-added taxes, franchise, personal
property and real property taxes, levies, assessments, tariffs,
duties (including any customs duty), business license or other
fees, sales, use and any other taxes relating to the assets of
the designated party or the business of the designated party for
all periods up to and including the Closing Date, together with
any related charge or amount, including interest, fines,
penalties and additions to tax, if any, arising out of tax
assessments.

     "Transactions" shall mean the transactions contemplated by
this Agreement, together with each of the other transactions
contemplated by the Closing Documents, including, without
limitation, the purchase of the Bedowitz Option Shares, the
granting and exercise of the Bedowitz Option, the granting and
exercise of the Speed Release Option, the issuance of the
Seller's Shares upon exercise of the foregoing options, the
issuance of the Exchange Shares, and the registration of shares
with the Commission, all as more fully described herein.

     Other terms are defined elsewhere herein.

                             ARTICLE II.
                           BEDOWITZ OPTION

     2.1.    Sale of the Bedowitz Option.  On the terms and subject
to the conditions herein expressed and based on the
representations, warranties, covenants and agreements contained
herein, at the Closing, Seller shall sell, transfer and assign to
Bedowitz an option to purchase 165,000 shares of Seller's Shares
("Bedowitz Option Shares") at an exercise price to Bedowitz (the
"Bedowitz Option Exercise Price") of $.01 per share.

     2.2.     Purchase Price; Method of Payment.  The total purchase
price (the "Bedowitz Option Purchase Price") for the Bedowitz
Option shall be Forty Thousand Dollars ($40,000.00), payable by
Bedowitz  by certified funds or by wire transfer, payable to TTI
Industries, Inc. at the Closing.

     2.3.     Term; Exercise.  The Bedowitz Option shall be valid for
a period of three (3) years from the Closing Date (the "Bedowitz
Option Exercise Period"), during which Bedowitz may from time to
time, upon 60 days prior written notice, exercise the Bedowitz
Option with respect to all or part of the Bedowitz Option Shares.
Bedowitz shall exercise the Bedowitz Option by sending a notice
in the form of Exhibit "A" attached hereto and incorporated
herein by reference for all purposes (the "Bedowitz Exercise
Notice") to Seller on or before the expiration of the Bedowitz
Option Exercise Period.  Seller shall issue the Seller's Shares
enumerated in such notice

                             Page 2

<PAGE>

     as exercised by Bedowitz, to Bedowitz no later than forty-
eight (48) hours after receipt of the Bedowitz Exercise Notice.

     2.4.     Use of Proceeds.  Seller agrees to use the proceeds
from the Bedowitz Option Purchase Price to immediately pay BDO
Seidman the sum of approximately $18,000 to complete the audit of
Seller for calendar year ended August 31, 1998, to be included in
Seller's Form 10-KSB for the fiscal year ended August 31, 1998,
and to pay to Arter & Hadden LLP, the sum of approximately
$22,000 on account for service previously rendered in connection
with outstanding periodic reports with the Commission pursuant to
the Exchange Act which have been delinquent.  Seller represents,
warrants and covenants that the $18,564 amount paid to BDO
Seidman constitutes the only amount owing to BDO Seidman with
respect to the Seller's audited financial statements to be
included in Seller's Form 10-KSB for the fiscal year ended
August 31, 1998, and that Seller has no knowledge of any matter
which would prevent BDO Seidman from issuing its audit opinion
and the aforementioned financial statements.  Seller also
represents, warrants and covenants that it will exercise its
utmost good faith best efforts to file the Seller's Form 10-KSB
for the fiscal year ended August 31, 1998, as soon as possible
after the Closing Date.

     2.5.     Legend.  Bedowitz understands that the Bedowitz Option
Shares to be issued and delivered to Bedowitz upon the exercise
of the Bedowitz Option will not be the subject of a registration
statement under the Securities Act but will be issued in reliance
upon the exemption afforded by Section 4(2) of the Securities Act
and/or Regulation D promulgated by the Commission thereunder
("Regulation D").  Each certificate representing Bedowitz Option
Shares issued to Bedowitz shall bear the following legend (the
"Legend"):

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE
          "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
          RULE 144 OF THE ACT. THE SHARES REPRESENTED BY THIS
          CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR
          OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN
          EXEMPTION FROM REGISTRATION UNDER THE ACT.

     2.6.     Further Assurances.  If at any time after the Effective
Date, Bedowitz shall consider or be advised that any deeds, bills
of sale, assignments, assurances or any other actions or things
are necessary or desirable to vest, perfect or confirm of record
or otherwise in Bedowitz his right, title or interest in or to
the Bedowitz Option, Seller's shares acquired or to be acquired
by Bedowitz as a result of the Bedowitz Option, or in connection
with, this Agreement, the officers of Seller shall execute and
deliver, in the name and on behalf of Bedowitz or otherwise, all
such deeds, bills of sale, assignments and assurances and to take
and do all such other actions and things as may be necessary or
desirable to vest, perfect or confirm any and all such rights,
titles and interest.

                             Page 3

<PAGE>

                             ARTICLE III.
                        SPEED RELEASE OPTION

     3.1.     Speed Release Option.  Speed Release shall have the
option (the "Speed Release Option"), exercisable for a period of
one hundred eighty (180) days (the "Speed Release Option Exercise
Period") following the Closing Date, to require Seller to
exchange a sufficient number of whole shares of common stock of
Speed Release (the "Speed Release Option Shares") for Exchange
Shares (as hereinafter defined), so that as of the date upon
which the Speed Release Option is exercised (the "Speed Release
Exercise Date") in the manner provided herein, Seller shall own
ten percent (10%) of all of the outstanding and validly issued
whole shares of common stock in Speed Release and Speed Release
shall own nine and nine-tenths percent (9.9%) of all of the
outstanding and validly issued whole shares of the common stock
of Seller (the "Exchange Shares"), calculated as of the Closing
Date.

     3.2.     Speed Release Option Purchase Price.  The total
purchase price (the "Speed Release Option Purchase Price") for
the option shall be One Hundred Dollars ($100), payable by Speed
Release in cash, by check or certified funds or by wire transfer
at closing.

     3.3.     Exercise.  Speed Release shall exercise the Option by
sending a notice (the "Speed Release Exercise Notice") in the
form of Exhibit "B" attached hereto and incorporated herein by
reference for all purposes, to Seller on or before the expiration
of the Speed Release Option Exercise Period and with such Speed
Release Exercise Notice, tendering the Speed Release Option
Shares to Seller.  Seller shall issue the Exchange Shares to
Speed Release no later than forty-eight (48) hours after receipt
of the Speed Release Exercise Notice and the Speed Release Option
Shares.

                             ARTICLE IV.
                    RESTRICTIONS ON TRANSFERS

     The parties hereto understand and acknowledge that all
shares issued pursuant to this Agreement, including the Bedowitz
Option Shares, the Speed Release Option Shares and the Exchange
Shares are "restricted securities" as that term is defined in
Rule 144 promulgated pursuant to the Securities Act and such
shares when issued shall bear the Legend.

                             ARTICLE V.
                       REGISTRATION RIGHTS

    5.1.      Bedowitz Registration Rights.

          (a)  If at any time or from time to time, Seller shall
     determine to register any of its securities, for its own
     account or for the account of any of its shareholders, other
     than a registration statement relating solely to employee
     benefits plans, a transaction relating solely to the sale of
     debt or convertible debt instruments or a registration
     statement on any form (other than Form S-1, S-2 or S-3, or
     their successor forms) which does not include substantially
     the same information as would be required to be included in
     a registration statement covering the sale of registrable
     securities, Seller will (a) give Bedowitz written notice
     thereof as soon as practicable prior to the filing of the
     registration statement; and (b) include in such registration
     statement and in any underwriting involved therein, all of
     the Bedowitz Option Shares specified in a written request or
     requests, made within fifteen (15) days after receipt of
     such written notice from Seller.

          (b)  If Seller shall receive from Bedowitz a request
     that Seller effect any registration with respect to all of
     the Bedowitz Option Shares, Seller  shall, as soon as
     practicable, use its best efforts to register (including
     without limitation, the execution of an undertaking to file
     post-effective amendments and any other governmental
     requirements) all of the Bedowitz Option Shares held by
     Bedowitz, all at Bedowitz's expense.

                             Page 4

<PAGE>

     5.2.  Seller's Registration Rights.

          (a)  If at any time or from time to time, Speed Release
     shall determine to register any of its securities, for its
     own account or for the account of any of its shareholders,
     other than a registration statement relating solely to
     employee benefits plans, or a transaction relating solely to
     the sale of debt or convertible debt instruments or a
     registration statement on any form (other than Form S-1, S-2
     or S-3, or their successor forms), which does not include
     substantially the same information as would be required to
     be included in a registration statement covering the sale of
     registrable securities, Speed Release will (i) give written
     notice to Seller thereof as soon as practicable prior to the
     filing of the registration statement; and (ii) include in
     such registration statement and in any underwriting involved
     therein, such amount of Speed Release Option Shares held by
     Seller equal to ten percent (10%) of all outstanding Speed
     Release Shares being included in the registration statement
     all as may be specified in a written request or requests,
     made within fifteen (15) days after receipt of such written
     notice from Speed Release, by Seller.

          (b)  If Speed Release shall receive from Seller a
     request that Speed Release effect any registration with
     respect to all of the Speed Release Option Shares, Speed
     Release shall, as soon as practicable, use its best efforts
     to register (including without limitation, the execution of
     an undertaking to file post-effective amendments and any
     other governmental requirements) all of the Speed Release
     Option Shares held by Seller, all at Speed Release's
     expense.

           (c) In the event of the exercise by Seller of any
     registration rights hereunder, Seller shall be restricted to
     distributing the Speed Release Option Shares to Seller's
     shareholders in the form of a stock dividend or return of
     capital.  Under no circumstances, shall Seller have any
     right to sell the Speed Release Option Shares in exchange
     for cash due consideration, or for any purpose other than a
     distribution to Seller's shareholders..

          (d)  If Seller does not exercise its demand
     registration rights as set forth in Section 5.2(b)
     hereunder, with respect to the Speed Release Option Shares
     within 180 days after the date upon which Seller acquires
     the Speed Release Option Shares (the "Demand Registration
     Rights Period"), then the exchange of the Speed Release
     Option Shares and the Exchange Shares shall, at the election
     of Speed Release, in the exercise of its sole and absolute
     discretion, be rescinded.  Speed Release may exercise its
     right to rescind by providing a notice of rescission to
     Seller within sixty (60) days after the expiration of the
     Demand Registration Rights Period.  In connection with such
     rescission, Speed Release shall immediately return to Seller
     the Exchange Shares received and Seller shall immediately
     return to Speed Release the Speed Release Option Shares
     received.

     5.3.  Speed Release's Registration Rights.

          (a)  If at any time or from time to time, Seller shall
     determine to register any of its securities, for its own
     account or for the account of any of its shareholders, other
     than a registration statement relating solely to employee
     benefits plans, or a transaction relating solely to the sale
     of debt or convertible debt instruments or a registration
     statement on any form (other than Form S-1, S-2 or S-3, or
     their successor forms), which does not include substantially
     the same information as would be required to be included in
     a registration statement covering the sale of registrable
     securities, Seller will (i) give written notice to Speed
     Release thereof as soon as practicable prior to the filing
     of the registration statement; and (ii) include in such
     registration statement and in any underwriting involved
     therein, such amount of Exchange Shares held by Speed
     Release equal to nine and nine-tenths percent (9.9%) of all
     outstanding Seller's Shares being included in the
     registration statement all as may be specified in a written
     request or requests, made within fifteen (15) days after
     receipt of such written notice from Seller, by Speed
     Release.

     (b)  If Seller shall receive from Speed Release a request
     that Seller effect any registration with respect to all of
     the Exchange Shares, Seller shall, as soon as practicable,
     use its best efforts to register (including without
     limitation, the execution of an undertaking to file post-
     effective amendments and any other governmental
     requirements) all of the Exchange Shares held by Speed
     Release, all at Speed Release's expense.

                             Page 5

<PAGE>

     5.4.     Potential Merger.  Notwithstanding anything to the
contrary contained herein, in the event Speed Release and Seller
enter into a merger or reorganization agreement prior to the
expiration of the Demand Registration Rights Period, the
registration rights and the right of rescission herein shall be
null and void.

                             ARTICLE VI.
                 REPRESENTATIONS AND WARRANTIES

     6.1.     Representations and Warranties of Seller.  Seller
represents and warrants to Speed Release and Bedowitz as follows:

               6.1.1.   Organization of Seller.  Seller is a business
     corporation, duly organized, validly existing, and in good
     standing under the laws of the State of Texas and has all
     requisite corporate power, franchises and licenses to own
     its property and conduct the business in which it is
     engaged.  Seller has the full power and authority (corporate
     or otherwise) to execute, deliver and perform its
     obligations under this Agreement and the Closing Agreements
     to which it is a party.  A copy of Seller's articles of
     incorporation, bylaws, minutes and transfer records have
     been delivered to Speed Release.  Seller is duly qualified
     and in good standing as a foreign corporation in every
     jurisdiction in which such qualification is necessary,
     except to the extent the failure to be so qualified is not
     reasonably expected to result in a Material Adverse Effect.

          6.1.2.  Capitalization.

                  6.1.2.1  Seller has an authorized capital stock
          consisting of Seller's Shares, of which 4,073,401
          shares are issued and outstanding as of the date of
          execution of this Agreement.  All of Seller's Shares
          have been validly issued, fully paid and are non-
          assessable.

                   6.1.2.2  Except as set forth on Schedule 6.1.2.2,
          Seller does not have outstanding subscriptions,
          options, rights, warrants, convertible securities or
          other agreements or commitments to issue, or contracts
          or any other agreements obligating Seller to issue, or
          to transfer from treasury, any shares of its capital
          stock of any class or kind, or securities convertible
          into such stock.

          6.1.3.   Bedowitz Option Shares and Exchange Shares.

                   6.1.3.1. Seller has duly authorized the issuance and
          sale of the Bedowitz Option Shares and Exchange Shares
          by all requisite corporate action.

                   6.1.3.2. The Bedowitz Option Shares and Exchange
          Shares, when issued and paid for, will represent
          validly authorized, duly issued and fully paid and non-
          assessable Seller's Shares.

          6.1.4.   Subsidiaries.  Except as set forth on Schedule
     6.1.4, Seller does not directly or indirectly have any
     wholly-owned subsidiaries or any material equity investment
     in any corporation, partnership, joint venture or other
     business entity.

          6.1.5.   Authority Relative to the Closing Documents;
     Enforceability.  Seller has the requisite corporate power
     and authority to execute and deliver the Closing Documents
     and to consummate the Transactions. The execution and
     delivery of the Closing Documents by Seller, and the
     consummation by Seller of the Transactions, have been duly
     authorized by the Board of Directors of Seller, and no other
     corporate action on the part of Seller is necessary to
     authorize the execution and delivery by Seller of the
     Closing Documents and the consummation by it of the
     Transactions. The Closing Documents executed by Seller are
     the legal, valid and binding obligations of Seller,
     enforceable against Seller in accordance with their
     respective terms, except insofar as its enforcement may be
     limited by (a) bankruptcy, insolvency, moratorium or similar
     laws affecting the enforcement of creditors' rights
     generally and (b) equitable principles limiting the
     availability of equitable remedies (the "Insolvency/Equity
     Exceptions").  All persons who execute the Closing Documents
     on behalf of Seller will have been duly authorized to do so.


                             Page 6

<PAGE>

          6.1.6.   Compliance with Other Instruments; Consents.
     Except as set forth in Schedule 6.1.6, neither the execution
     of any Closing Document, nor the consummation of the
     Transactions, will conflict with, violate or result in a
     breach or constitute a default (or an event which, with
     notice or lapse of time or both, would constitute a
     default), or result in the termination of, or accelerate the
     performance required by, or result in the creation of any
     Encumbrance upon any of the assets of Seller under any
     provision of any provision of its Articles of Incorporation,
     Bylaws, indenture, mortgage, lien, lease, agreement,
     contract, instrument, order, judgment, decree, statute,
     ordinance, regulation or any other restriction of any kind
     or character to which Seller is subject or by which Seller
     is bound, or require the consent of any third party or
     governmental agency.

          6.1.7.   Litigation.  There are no legal, administrative,
     arbitration or other proceedings or claims pending against
     Seller nor is Seller subject to any existing judgment which
     might materially and adversely affect the financial
     condition, business, property or prospects of Seller; nor
     has Seller received any inquiry from an agency of the
     federal or of any state or local government about the
     Transactions, or about any violation or possible violation
     of any law, regulation or ordinance affecting its business
     or assets.

          6.1.8.   Taxes.

               6.1.8.1   Seller either (a) has timely filed with the
          appropriate taxing authority all Tax and information
          returns required to have been filed by Seller or (b)
          has timely filed for any required extensions with
          regard to such returns.  All Taxes of Seller have been
          paid (or estimated Taxes have been deposited) to the
          extent such payments are required prior to the date
          hereof or accrued on the books of Seller.  The returns
          were (or will be) correct as (or when) filed.

               6.1.8.2.    Seller has not received any notice of any
          pending investigations of Seller concerning any Tax
          returns by any federal, state or local taxing
          authority.  There are no federal, state, local or
          foreign Tax liens upon any of Seller's assets.

               6.1.8.3   Seller acknowledges that Seller and
          Seller's sharebolders may have certain tax consequences
          as a result of the Transactions contemplated herein and
          that Seller will rely solely upon its own tax counsel,
          accountants and advisors with respect to such tax
          issues and consequences.



          6.1.9     Compliance with Law and Government Regulations.
     Except as set forth in Schedule 6.1.9, Seller is in
     compliance with, and is not in violation of, any Legal
     Requirement affecting Seller or its properties or the
     operation of its businesses.  Seller is not subject to any
     order, decree, judgment or other sanction of any court,
     administrative agency or other tribunal.

          6.1.10.    Documents.  Except as set forth in Schedule 6.1.9,
     Seller has timely filed with the Commission all documents
     that would have been required to have been filed pursuant to
     the Securities Act and Exchange Act.  As of their respective
     dates, all periodic reports, schedules and proxy statements
     filed by the Seller since May 6, 1998 (the "Seller
     Commission Documents"), complied in all material respects
     with the requirements of the Securities Act or the Exchange
     Act, as the case may be, and the rules and regulations of
     the Commission thereunder applicable to such Seller
     Commission Documents, and none of the Seller Commission
     Documents contained any untrue statement of a material fact
     or omitted to state a material fact required to be stated
     therein or necessary to make the statements therein, in
     light of the circumstances under which they were made, not
     misleading. The financial statements of Seller included in
     the Seller Commission Documents comply in form in all
     material respects with applicable accounting requirements
     and with the published rules and regulations of the
     Commission with respect thereto; are accurate, complete and
     in accordance with the books and records of Seller; have
     been prepared in accordance with GAAP (except as may be
     indicated in the notes thereto or, in the case of the
     unaudited statements, as permitted by Form 10-Q of the
     Commission) and fairly present (subject, in the case of the
     unaudited statements, to normal, recurring audit
     adjustments) the financial position of Seller as and at the
     dates thereof and the results of its operations and cash
     flows for the periods then ended.


                             Page 7

<PAGE>
          6.1.11.   Full Disclosure.  Neither the representations or
     warranties made by Seller herein or in any Closing Document
     furnished or to be furnished hereunder contain or will
     contain any untrue statement of material fact, or omit any
     material fact, the omission of which would be misleading.

          6.1.12.   Restrictions on Transfer or Sale of Shares

               (i)  Seller will be acquiring the Speed Release
          Option Shares (if the Speed Release Option is
          exercised) solely for its own beneficial account, for
          investment purposes, and not with a view to, or for
          resale in connection with, any distribution of the
          Speed Release Option Shares (except pursuant to any
          registration rights granted in this Agreement). Seller
          understands that the Speed Release Option Shares have
          not been registered under the Securities Act or any
          state securities laws by reason of specific exemptions
          under the provisions thereof which depend in part upon
          the investment intent of Seller and of the other
          representations made by Seller in this Agreement.
          Seller understands that Speed Release is relying upon
          the representations and agreements contained in this
          Agreement (and any supplemental information) for the
          purpose of determining whether this transaction meets
          the requirements for such exemptions.

               (ii) Seller understands that the Speed Release
          Option Shares are "restricted securities" under
          applicable federal securities laws and that the
          Securities Act and the rules of the Commission provide
          in substance that the undersigned may dispose of the
          Option Shares only pursuant to an effective
          registration statement under the Securities Act or an
          exemption therefrom and the undersigned understands
          that Speed Release has no obligation or intention to
          register any of the Speed Release Option Shares (except
          for any registration rights granted in this Agreement),
          or to take action so as to permit sales pursuant to the
          Securities Act (including Rule 144 thereunder).
          Accordingly, Seller understands that under the
          Commission's rules, absent a registration statement,
          Seller may dispose of the Speed Release Option Shares
          principally only in "private placements" which are
          exempt from registration under the Securities Act, in
          which event the transferee will acquire "restricted
          securities" subject to the same limitations as in the
          hands of the Seller.  As a consequence, Seller
          understands that it must bear the economic risks of the
          investment in the Speed Release Option Shares for an
          indefinite period of time.

               (iii)     Seller has not offered or sold any
          portion of the Speed Release Option Shares and has no
          present intention of dividing the Speed Release Option
          Shares with others or of reselling or otherwise
          disposing of any portion of the Speed Release Option
          Shares either currently or after the passage of a fixed
          or determinable period of time or upon the occurrence
          or nonoccurrence of any predetermined event or
          circumstance, unless pursuant to a registration
          statement or pursuant to an exemption therefrom.

               (iv) Seller acknowledges that neither Speed
          Release nor any other person offering to sell the Speed
          Release Option Shares to Seller has offered the same by
          means of any form of general advertising, such as media
          advertising or seminars.

               (v)  Seller will not sell, assign, or otherwise
          transfer the Speed Release Option Shares without the
          prior written consent of Speed Release.

          6.1.13.   Status of Seller.  Seller has such knowledge,
     skill and experience in business, financial and investment
     matters so that it is capable of evaluating the merits and
     risks of an investment in the Speed Release Option Shares.
     To the extent necessary, Seller has retained, at its own
     expense, and relied upon, appropriate professional advice
     regarding the investment, tax and legal merits and
     consequences of this Agreement and owning Speed Release
     Option Shares.

     6.2.  Representations and Warranties of Speed Release.  Speed
Release hereby represents and warrants to Seller that:

           6.2.1.   Organization of Speed Release.  Speed Release is
     duly organized, validly existing, and in good standing under
     the laws of the state of Texas and has all requisite
     corporate power, franchises, and licenses to own its
     property and conduct the business in which it is engaged.
     Speed Release has the full

                             Page 8



     <PAGE>

     power and authority (corporate or otherwise) to execute,
     deliver and perform its obligations under this Agreement and
     the Closing Agreements to which it is a party.  Complete
     copies of Speed Release's Articles of Incorporation, Bylaws,
     minutes, transfer records and agreements, if any, among some
     or all of the stockholders of Speed Release have been
     delivered to Seller.  Speed Release is duly qualified and in
     good standing as a foreign corporation in every jurisdiction
     in which such qualification is necessary, except to the
     extent the failure to be so qualified is not reasonably
     expected to result in a Material Adverse Effect.

          6.2.2.   Capitalization; Ownership of Transferred Shares.

                    6.2.2.1  Speed Release has an authorized capital
          stock consisting of one hundred thousand (100,000) shares of
          common stock, par value $0.01 per share, of which ten
          thousand (10,000) shares are issued and outstanding,
          and will as soon as practicable increase the amount of
          authorized shares of common stock to 100,000,000 and
          accomplish a forward split, the result of which shall
          be 11,111,000 issued and outstanding (including the
          Speed Release Option Shares).

                    6.2.2.2.  Except as set forth in Schedule 6.2.2.2,
          Speed Release does not have any outstanding
          subscriptions, options, rights, warrants, convertible
          securities or other agreements or commitments to issue,
          or contracts or any other agreements obligating Speed
          Release to issue, or to transfer from treasury, any
          shares of its capital stock of any class or kind, or
          securities convertible into such stock or interests.

                    6.2.2.3.  Speed Release is not under any obligation,
          contract or other arrangement to register any of its
          securities under federal or state securities laws.

                    6.2.2.4.  Except as set forth in Schedule 6.2.2.4,
          there are no agreements, voting trusts, proxies or
          other agreements or understandings of any character,
          whether written or oral, among stockholders of Speed
          Release with respect to or concerning the purchase,
          sale or transfer or voting of any equity or other
          security of Speed Release.

                    6.2.2.5.  Speed Release does not have any legal
          obligations, absolute or contingent, to any other
          person or entity to sell the assets, or any capital
          stock or any other security of Speed Release or any of
          its subsidiaries or affect any merger, consolidation or
          other reorganization of Speed Release or any of its
          subsidiaries or to enter into any agreement with
          respect thereto, except pursuant to this Agreement.

          6.2.3.     Restrictions on Transfer or Sale of Shares.

               (i)  Speed Release is acquiring the Exchange
          Shares (if the Speed Release Option is exercised)
          solely for its own beneficial account, for investment
          purposes, and not with a view to, or for resale in
          connection with, any distribution of the Exchange
          Shares.  Speed Release understands that the Exchange
          Shares have not been registered under the Securities
          Act or any state securities laws by reason of specific
          exemptions under the provisions thereof which depend in
          part upon the investment intent of Speed Release and of
          the other representations made by Speed Release in this
          Agreement.  Speed Release understands that the Seller
          is relying upon the representations and agreements
          contained in this Agreement (and any supplemental
          information) for the purpose of determining whether
          this transaction meets the requirements for such
          exemptions.

               (ii) Speed Release understands that the Exchange
          Shares are "restricted securities" under applicable
          federal securities laws and that the Securities Act and
          the rules of the Commission provide in substance that
          the undersigned may dispose of the Exchange Shares only
          pursuant to an effective registration statement under
          the Securities Act or an exemption therefrom and the
          undersigned understands that the Seller has no
          obligation or intention to register any of the Exchange
          Shares (except pursuant to any registration rights
          granted in this Agreement), or to take action so as to
          permit sales pursuant to the Securities Act (including
          Rule 144 thereunder).  Accordingly, Speed Release
          understands that under the Commission's rules, absent a
          registration statement, Speed Release may dispose of
          the Exchange Shares principally only in "private

                             Page 9

          <PAGE>

          placements" which are exempt from registration under
          the Securities Act, in which event the transferee will
          acquire "restricted securities" subject to the same
          limitations as in the hands of Speed Release.  As a
          consequence, Speed Release understands that it must
          bear the economic risks of the investment in the
          Exchange Shares for an indefinite period of time.

               (iii)     Speed Release has not offered or sold
          any portion of the Exchange Shares and has no present
          intention of dividing the Exchange Shares with others
          or of reselling or otherwise disposing of any portion
          of the Exchange Shares either currently or after the
          passage of a fixed or determinable period of time or
          upon the occurrence or nonoccurrence of any
          predetermined event or circumstance.

               (iv) Speed Release acknowledges that neither
          Seller nor any other person offering to sell the
          Exchange Shares to Speed Release has offered the same
          by means of any form of general advertising, such as
          media advertising or seminars.

          6.2.4.     Authority Relative to the Closing Documents,
     Enforceability.  Speed Release has the requisite corporate
     power and authority to execute and deliver the Closing
     Documents and to consummate the Transactions. The execution
     and delivery of the Closing Documents by Speed Release and
     the consummation by Speed Release of the Transactions, have
     been duly authorized by the Board of Directors of Speed
     Release and no other corporate or other action on the part
     of Speed Release is necessary to authorize the execution and
     delivery by Speed Release of the Closing Documents and the
     consummation of the Transactions. The Closing Documents
     executed by Speed Release are the legal, valid and binding
     obligations of Speed Release, as the case may be,
     enforceable against it in accordance with their respective
     terms, except insofar as the enforcement thereof may be
     limited by the Insolvency/Equity Exceptions  All persons who
     execute the Closing Documents on behalf of Speed Release has
     been duly authorized to do so.

          6.2.5.    Compliance with Other Instruments; Consents.
     Neither the execution of any Closing Document nor the
     consummation of the Transactions will conflict with, violate
     or result in a breach or constitute a default (or an event
     which, with notice or lapse of time or both, would
     constitute a default), or result in a termination of, or
     accelerate the performance required by, or result in the
     creation of any Encumbrance upon any assets of Speed Release
     under any provision of the Articles of Incorporation,
     Bylaws, indenture, mortgage, lien, lease, agreement,
     contract, instrument, order, judgment, decree, statute,
     ordinance, regulation or any other restriction of any kind
     or character to which Speed Release is bound.

          6.2.6.   Status of Speed Release.  Speed Release has such
     knowledge, skill and experience in business, financial and
     investment matters so that it is capable of evaluating the
     merits and risks of an investment in the Exchange Shares.
     To the extent necessary, Speed Release has retained, at its
     own expense, and relied upon, appropriate professional
     advice regarding the investment, tax and legal merits and
     consequences of this Agreement and owning Exchange Shares

          6.2.7.   Full Disclosure.  None of the representations or
     warranties made by Speed Release or in any Closing Document
     furnished or to be furnished by it hereunder contains or
     will contain any untrue statement of a material fact, or
     omits any material fact, the omission of which would be
     misleading.

     6.3.     Representations and Warranties of Bedowitz.  Bedowitz
hereby represents and warrants to Seller that:

          6.3.1.    Restrictions on Transfer or Sale of Bedowitz
                     Option Shares:

               (i)  Bedowitz is acquiring the Bedowitz Option
          Shares solely for his own beneficial account, for
          investment purposes, and not with a view to, or for
          resale in connection with, any distribution of the
          Bedowitz Option Shares (except pursuant to any
          registration rights granted in this Agreement).
          Bedowitz understands that the Bedowitz Option Shares
          have not been registered under the Securities Act or
          any state securities laws by reason of specific
          exemptions under the provisions thereof which depend in
          part upon the investment intent of Bedowitz and of the
          other representations made by Bedowitz in this
          Agreement. Bedowitz understands that the Seller is
          relying upon the representations and agreements
          contained in this Agreement (and any

                             Page 10

<PAGE>

          supplemental information) for the purpose of
          determining whether this transaction meets the
          requirements for such exemptions.

               (ii) Bedowitz understands that the Bedowitz Option
          Shares are "restricted securities" under applicable
          federal securities laws and that the Securities Act and
          the rules of the Commission provide in substance that
          he may dispose of the Bedowitz Option Shares only
          pursuant to an effective registration statement under
          the Securities Act or an exemption therefrom and the
          undersigned understands that the Seller has no
          obligation or intention to register any of the Bedowitz
          Option Shares (except pursuant to any registration
          rights granted in this Agreement), or to take action so
          as to permit sales pursuant to the Securities Act
          (including Rule 144 thereunder).  Accordingly, Bedowitz
          understands that under the Commission's rules, absent a
          registration statement, Bedowitz may dispose of the
          Bedowitz Option Shares principally only in
          transaction(s) which are exempt from registration under
          the Securities Act, in which event the transferee will
          acquire "restricted securities" subject to the same
          limitations as in the hands of Bedowitz.  As a
          consequence, Bedowitz understands that it must bear the
          economic risks of the investment in the Bedowitz Option
          Shares for an indefinite period of time.

               (iii)     Bedowitz has not offered or sold any
          portion of the Bedowitz Option Shares and has no
          present intention of dividing the Bedowitz Option
          Shares with others or of reselling or otherwise
          disposing of any portion of the Bedowitz Option Shares
          either currently or after the passage of a fixed or
          determinable period of time or upon the occurrence or
          nonoccurrence of any predetermined event or
          circumstance.

               (iv) Bedowitz acknowledges that neither Seller nor
          any other person offering to sell the Bedowitz Option
          Shares to Bedowitz has offered the same by means of any
          form of general advertising, such as media advertising
          or seminars.

          6.3.2.    Status of Bedowitz.  Bedowitz has such knowledge,
     skill and experience in business, financial and investment
     matters so that it is capable of evaluating the merits and
     risks of an investment in the Bedowitz Option Shares.  To
     the extent necessary, the undersigned has retained, at his
     own expense, and relied upon, appropriate professional
     advice regarding the investment, tax and legal merits and
     consequences of this Agreement and owning Bedowitz Option
     Shares.


                             Page 11

<PAGE>

                             ARTICLE VII.
       ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

       7.1.   Filings With Securities and Exchange Commission.

          (a)  The parties recognize that Seller may be required
     to report the Transactions to the Commission on Form 8-K, or
     such other report as Seller may deem appropriate, and Speed
     Release may be required to file certain reports with the
     Commission, and the parties agree to cooperate in the
     preparation and filing of such report or any other filings
     required to be filed with the Commission.

          (b)  The parties acknowledge that Seller is delinquent
     on certain required filings with the Commission.  Within
     thirty (30) days after the Closing of the Bedowitz Option,
     Seller shall file all delinquent filings with the
     Commission.  Seller covenants and warrants that, upon the
     issuance of the Bedowitz Option Shares, it will remain
     current with all Commission filings.

       7.2.   Access; Confidentiality.  Between the date hereof and
the Exchange Date, Seller and Speed Release shall give to each
other and the other parties to this Agreement and their
respective designees full access to the relevant premises,
property, material contracts and books of account and records of
such party during normal business hours and upon reasonable
notice.  Each party will hold in complete confidence all
information so obtained and will use such information only for
the purpose of conducting its due diligence investigation.  If
the Transactions are not consummated as contemplated herein, each
party will return to the others all returnable information and
data and will not disclose any such data or information to any
other person.  Such obligation of confidentiality shall not
extend to any information which is shown to have been previously
known to the party to whom the information was provided, or
generally known to others engaged in the same trade or business
as the party who provided the information, or that is part of
public knowledge.

       7.3.   Anti-Dilution.      Seller agrees that except as
contemplated by this Agreement, Seller shall not, after the date
hereof and prior to the Speed Release Option Exercise Date, issue
any additional new shares of common stock of Seller without
offering Speed Release the opportunity to purchase sufficient
shares at the same price per share offered to third parties so
that Speed Release will own nine and nine-tenths percent (9.9%)
of all issued and outstanding common stock of Seller.  This anti-
dilution provision shall not apply to sales of Seller's common
stock made pursuant to a registration statement filed with the
Commission, or any shares of Seller's common stock issued
pursuant to any subscriptions, options, rights, warrants,
convertible securities or  commitments identified in Schedule
6.1.2.2 hereof.

       7.4.   Best Efforts.  Each of the parties hereto shall use
his, her or its best efforts, and shall cooperate with and assist
each other in their efforts to obtain such consents and approvals
of third parties as may be necessary to consummate the
Transactions and to permit each party to enjoy the benefits of
the Transactions without any cost beyond that contemplated by the
Closing Documents.

       7.5.   Brokers or Finders.  Each party agrees to hold the
others harmless and to indemnify them against the claims of any
persons or entities claiming to be entitled to any brokerage
commission, finder's fee, advisory fee or like payment from such
other party based upon actions of the indemnifying party in
connection with the Transactions.

                           ARTICLE VIII.
                     CLOSING AND TERMINATION

        8.1.  The Closing.  The Closing shall take place at the
offices of Arter & Hadden LLP, 1717 Main Street, Suite 4100,
Dallas, Texas 75201, commencing at 10:00 a.m. local time on the
Closing Date, provided that all items to be delivered at Closing
as outlined below have been provided to the other party.

        8.2.  Deliveries by Seller.  At closing Seller will deliver
to Speed Release and Bedowitz the following items:


                             Page 12

<PAGE>

               8.2.1.  Certified Resolutions.  Copies of the resolutions,
     certified by the Secretary or an Assistant Secretary of
     Seller, dated on or before the date of Closing, of the Board
     of Directors of Seller authorizing the execution of this
     Agreement and the consummation of the transactions and other
     acts contemplated by this Agreement.

               8.2.2.  Charter Documents.  Copies of (a) the Articles of
     Incorporation of Seller, (b) the Bylaws of Seller certified
     by the Secretary or an Assistant Secretary of Seller, and
     (c) good standing certificates and certificates of existence
     from the Secretary of State of Texas, evidencing that Seller
     is in existence and in good standing under the laws of the
     State of Texas.

     8.3.     Deliveries by Speed Release.  Speed Release at closing
will deliver to Seller the following items:

               8.3.1. Corporate Approvals. Copies of the resolutions of
     the Board of Directors of Speed Release, dated on or before
     the date of closing, authorizing the execution, delivery and
     performance of this Agreement, the terms of the transactions
     contemplated in connection therewith, in each case certified
     by the Secretary or an Assistant Secretary of each such
     Purchaser.

               8.3.2. Speed Release Option Purchase Price.  The Speed
     Release Option Purchase Price, by certified funds or check
     payable to the order of the Seller.

     8.4.     Deliveries by Bedowitz.

              8.4.1.  Bedowitz Option Purchase Price.  The Bedowitz
     Option Purchase Price, by certified funds or check payable
     to the order of  TTI Industries, Inc. for the account of
     Seller.

                             ARTICLE IX.
                            MISCELLANEOUS

     9.1.     Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
delivered if delivered by hand, by telecopier, by courier or
mailed by certified or registered mail, postage prepaid,
addressed as follows:

          If to Seller:

               TTI Industries, Incorporated
               ATTN:  Frank Harrison, President
               3838 Oak Lawn Avenue
               Dallas, Texas  75215
               Telephone:  214.520.1702
               Fax No.:214.521.8339

          with a copy to:

               AMJ Resources, Inc.
               ATTN:  Albert Miller
               2902 D. Almedan Expressway
               San Jose, California  95125
               Telephone:  408.264.9889
               Fax No.:408.264.9894



                             Page 13



<PAGE>

          If to Speed Release or Steven Bedowitz:

               Speed Release Lock Company
               ATTN:  Steven D. Bedowitz
               2444 Walnut Ridge
               Dallas, Texas  75229
               Telephone:  972.488.6848
               Fax No.:  972.488.6780

          with copy to:

               Arter & Hadden LLP
               ATTN:  Joel Held, Esq.
               1717 Main Street, Suite 4100
               Dallas, Texas  75201
               Telephone:  214.761.4407
               Fax No.:    214.741.7139



                             Page 14



<PAGE>

          9.2.  Assignability and Parties in Interest.  This Agreement
shall not be assignable by any of the parties hereto without the
consent of all other parties hereto.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their respective successors or permitted assigns.  Nothing in
this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under
or by reason of this Agreement.

          9.3.  Expenses.  Each party shall, except as otherwise
specifically provided, bear its own expenses and costs, including
the fees of any attorney retained by it, incurred in connection
with the preparation of the Closing Documents and consummation of
the Transactions.

          9.4.  Governing Law.  This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the
State of Texas. Each of the parties hereto consents to the
personal jurisdiction and venue of the federal and state courts
in Dallas County in the State of Texas in connection with any
action arising under or brought with respect to this Agreement.

          9.5.  Counterparts.  This Agreement may be executed as of the
same effective date in one or more counterparts, each of which
shall be deemed an original.

          9.6.  Headings.  The headings and subheadings contained in
this Agreement are included solely for ease of reference, and are
not intended to give a full description of the contents of any
particular Section and shall not be given any weight whatever in
interpreting any provision of this Agreement.

          9.7.  Pronouns, Etc.  Use of male, female and neuter pronouns
in the singular or plural shall be understood to include each of
the other pronouns as the context requires.  The word "and"
includes the word "or".  The word "or" is disjunctive but not
necessarily exclusive.

          9.8.  Complete Agreement.  This Agreement, the Exhibits
hereto, and the documents delivered pursuant hereto or referred
to herein or therein contain the entire agreement between the
parties with respect to the Transactions and, except as provided
herein, supersede all previous negotiations, commitments and
writings.

          9.9.  Modifications, Amendments and Waivers.  This Agreement
shall not be modified or amended except by a writing signed by
each of the parties hereto.  Prior to the Closing, either Speed
Release or the Seller may amend any of the disclosure schedules
referenced herein by giving the other party notice of such
amendments.  If such amended disclosures reveal material adverse
information about the party making the change, the recipient of
the information may terminate this Agreement without liability to
the other party.

          9.10. Severability.  If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by
any rule of law or public policy, all other terms and provisions
of this Agreement will nevertheless remain in full force and
effect so long as the economic or legal substance of the
Transactions is not affected in any manner adverse to any party
hereto.  Upon any such determination that any term or other
provision is invalid, illegal, or incapable of being enforced,
the parties hereto will negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in any acceptable manner to the end that the
Transactions are consummated to the extent possible.

          9.11. Survival of Representations and Indemnifications.

          (a)  The representations and warranties of Bedowitz,
     Seller and Speed Release contained herein or in any document
     furnished pursuant hereto shall survive the Closing of the
     Transactions.

          (b)  The Seller agrees to and does hereby indemnify,
     and agrees to defend and hold Bedowitz and Speed Release and
     their respective directors, officers, employees,
     fiduciaries, agents and affiliates, and each other person,
     if any, who controls such persons, harmless against any
     claims, actions, suits, proceedings, investigations, losses,
     expenses, damages, obligations, liabilities, judgments,
     fines, fees, costs and expenses (including costs and
     reasonable attorneys' fees) and amounts paid in settlement
     of any

                             Page 15

<PAGE>

     pending, threatened or completed claim, action, suit,
     proceeding or investigation (collectively "Loss" or
     "Losses") which arise or result from or are related to (i)
     any breach or failure of  Seller to perform any of its
     covenants or agreements set forth herein or in the Closing
     Documents or (ii) the inaccuracy of any representation or
     warranty made by Seller contained herein or in the Closing
     Documents.



                    [Signature Page Follows]


                             Page 16

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                              SELLER:
                              -------

                              TTI INDUSTRIES, INCORPORATED,
                              a Texas corporation


                              By:  /s/ Frank Harrison
                                 ----------------------------
                                   Frank Harrison, President



                              PURCHASER:
                              ----------

                              SPEED RELEASE LOCK COMPANY,

                              a Texas corporation


                              By: /s/ Steven D. Bedowitz
                                 --------------------------------
                                   Steven D. Bedowitz, President



                              BEDOWITZ:
                              ---------

                                /s/ Steven D. Bedowitz
                              --------------------------------
                              STEVEN D. BEDOWITZ



                             Page 17

<PAGE>

                           EXHIBIT "A"
                               TO
              STOCK PURCHASE AND EXCHANGE AGREEMENT
                          BY AND AMONG
                   SPEED RELEASE LOCK COMPANY,
                         STEVE BEDOWITZ
                AND TTI INDUSTRIES, INCORPORATED
              FORM OF EXERCISE NOTICE - PUT OPTION
              ------------------------------------

To TTI Industries, Incorporated:

The undersigned holder of the Bedowitz Option granted pursuant to
the terms of that certain Stock Purchase and Exchange Agreement
dated October __, 1999 (the "Purchase Agreement"), by and among
SPEED RELEASE LOCK COMPANY, a Texas corporation ("Speed
Release"), STEVE BEDOWITZ ("Bedowitz") and TTI INDUSTRIES,
INCOPRORATED a Texas corporation ("TTI") hereby exercises such
Bedowitz Option with respect to_________shares of TTI Common
Stock, par value $0.01 and hereby tenders a check in the amount
of $_________________.


EXERCISE DATE: ______________, 19__/20__

                              STEVEN D. BEDOWITZ




                              ---------------------------------



<PAGE>
                           EXHIBIT "B"
                               TO
              STOCK PURCHASE AND EXCHANGE AGREEMENT
                          BY AND AMONG
                   SPEED RELEASE LOCK COMPANY,
                         STEVE BEDOWITZ
                AND TTI INDUSTRIES, INCORPORATED
                     FORM OF EXERCISE NOTICE
                     -----------------------

To TTI Industries, Incorporated:

     The undersigned holder of the Speed Release Option granted
pursuant to the terms of that certain Stock Purchase and Exchange
Agreement dated October 5, 1999 (the "Purchase Agreement"), by
and among SPEED RELEASE LOCK COMPANY, a Texas corporation ("Speed
Release") STEVE BEDOWITZ ("Bedowitz") and TTI INDUSTRIES,
INCOPRORATED a Texas corporation ("TTI") hereby exercises such
Speed Release Option as of the date written below.  In connection
therewith, the number of shares of stock calculated in Item B.
below shall be issued by Speed Release in favor of TTI in
accordance with the Purchase Agreement and the number of shares
of stock calculated in Item D. below shall be issued by TTI in
favor of Speed Release in accordance with the Purchase Agreement:

  A.   Number of Shares of Common Stock, Par Value
       $0.01 per share in Speed Release, validly
       issued and outstanding as of Exercise Date         25,000*
  B.   Number of Whole Shares of Common Stock in        -- -------
       Speed Release which would equal ten percent
       (10%) of the total amount of equity stock in
       Speed Release outstanding, including the
       number of shares to be issued to TTI pursuant
       hereto (the "Option Shares").  Formula:  10%         2,778
      (A+B) = B                                         ---------
  C.   Number of Shares of Common Stock, Par Value
       $0.01 per share in TTI, validly existing and
       outstanding as of Exercise Date                  4,073,401
                                                        ---------
  D.   Number of Shares of Common Stock in TTI which
       would equal nine and nine-tenths percent
       (9.9%) of the total amount of equity stock in
       TTI outstanding, including the number of           447,576
       shares to be issued to Speed Release pursuant    ---------
       hereto (the "Exchange Shares").  Formula:
       9.9% (C+D) = D

EXERCISE DATE: October 5, 1999

                         SPEED RELEASE LOCK COMPANY, a Texas
                         corporation



                         By:  /s/ STEVE BEDOWITZ
                         --------------------------------------
                         Name: Steve Bedowitz
                         Title: Chief Executive Officer

____________________
*    By agreement of the parties, this amount includes 15,000
     shares of Speed Release Common Stock to be issued to
     Bedowitz in exchange for the cancellation of $900,000 of
     indebtedness Speed Release owes to Bedowitz.