EXHIBIT 10.10





                                    AGREEMENT

                                  BY AND AMONG

                           NEW MEXICO MARKETING, INC.,

                             METEOR MARKETING, INC.,

                         GRAVES OIL & BUTANE CO., INC.,

                                       AND

                             THE SOLE SHAREHOLDER OF

                          GRAVES OIL & BUTANE CO., INC.



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                                    AGREEMENT

     AGREEMENT,  made this ______ day of December, 2002, by and among New Mexico
Marketing, Inc., a Delaware corporation ("Purchaser"),  Graves Oil & Butane Co.,
Inc. ("GOBCO" or the "Company"), a New Mexico corporation, and Meteor Marketing,
Inc., the sole shareholder of GOBCO ("Shareholder").

         WHEREAS, Purchaser desires to acquire all of the issued and outstanding
stock of GOBCO,  held by the Shareholder (the "Common  Stock"),  in exchange for
the consideration and upon the terms described herein (the "Purchase"); and

         WHEREAS,  the Shareholder desires to sell all of the outstanding Common
Stock of the Company and all of the properties, assets and rights, real personal
or mixed,  tangible or intangible,  employed by the  Shareholder and the Company
exclusively in the conduct of Shareholder's  New Mexico  operation  (hereinafter
referred to as the  "Assets"),  but excluding  certain  "Excluded  Assets." Such
Assets and Excluded Assets shall be more fully described in Exhibit 1.1 attached
hereto; and

         WHEREAS,  Purchaser, the Company and Shareholder desire to make certain
representations,  warranties,  covenants and  agreements in connection  with the
Purchase  and also  desire to  prescribe  various  conditions  precedent  to the
Purchase;

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
provisions,  and  representations  contained herein, THE PARTIES HERETO AGREE AS
FOLLOWS:

                                    ARTICLE 1

                                  THE PURCHASE

         1.1 SALE AND  DELIVERY  OF COMMON  STOCK.  Subject to all the terms and
conditions of this Agreement, the Shareholder shall transfer, convey and deliver
to Purchaser at the Closing (as defined in paragraph 1.2 hereof) good,  valuable
and marketable  title to the Assets and the Common Stock,  free and clear of all
liens,  claims  and  encumbrances  except  those  created by this  Agreement  in
exchange for the consideration described in this Article 1.

         1.2 EFFECTIVE DATE AND CLOSING.  The effective date of this transaction
shall  be  December  31,  2002  (the  "Effective  Date").  The  closing  of  the
transaction  contemplated  herein  (the  "Closing")  shall  occur at a  mutually
agreeable time and place, on the earliest  practicable date following the day on
which all of the  obligations  and  conditions  precedent  contained  herein are
complied with, but no later than December 31, 2002.

         1.3  PURCHASE  PRICE.  Subject to all of the terms and  conditions  set
forth in the Agreement and in reliance on the  representations,  warranties  and
covenants  hereinafter  set forth,  Purchaser  shall deliver to Shareholder  the
amount of $10,000 at Closing (hereinafter referred to as the "Purchase Price").



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         1.4      Post Closing Payments

                  (a)  ACCOUNTS  RECEIVABLE.  Purchaser  agrees to  collect,  on
         behalf of Shareholder, all accounts receivable of the Business that are
         less than 61 days old as of the Closing Date,  including the portion of
         Retained Accounts,  as hereinafter defined,  that are less than 61 days
         old, (the "Accounts  Receivable"),  The Purchaser will pay  Shareholder
         any amount not collected within 30 days of Closing .

                  (b)  INVENTORY.  Beginning on the Closing Date,  the Purchaser
         and the Shareholder shall each participate,  at their own expense, in a
         physical inventory to determine the amount of the inventory held by the
         Business  for sale to the  public  as of the  Closing  Date  (including
         metered  inventory  at  customer  locations)  (the  "Inventory").   The
         Inventory  shall be valued  at the  lower of cost or market  value on a
         first in first out basis.

                  (c) STATEMENT OF BALANCE DUE. Within 15 days after the Closing
         Date, the  Shareholder a proposed  statement (the  "Statement")  of the
         post closing  payments  provided for in Sections  1.6,  together with a
         reasonably   detailed  basis  for  each  such  item.   Within  15  days
         thereafter,  the Purchaser shall present the Shareholder with a written
         statement of its proposed  changes  thereto,  if any,  together  with a
         reasonably detailed basis for each such change. All calculations by the
         Purchaser and the  Shareholder  hereunder  shall be in accordance  with
         GAAP.  If the  Purchaser  fails to  present  the  Shareholder  with its
         proposed  changes within 15 days, the items  reflected in the Statement
         shall be final.  The Purchaser and the  Shareholder  shall negotiate in
         good  faith  to  resolve  promptly  any   disagreement   regarding  the
         Purchaser's proposed changes. If they are unable to agree, either party
         may   refer   the   dispute   to  the   Denver,   Colorado   office  of
         PricewaterhouseCoopers  LLP, a nationally recognized accounting firm or
         mutually agreed upon Third Party (the "Third  Party"),  for resolution,
         and the  determination  by the Third Party with respect to each item in
         dispute  shall be conclusive  and binding on the parties.  All fees and
         expenses billed by the Third Party in connection with the resolution of
         disputes  under this Section 1.6 shall be borne one-half by the Company
         and one-half by the Purchaser.

         1.5 ACCOUNTS RECEIVABLE (OVER 60 DAYS OLD). At Closing,  Purchaser will
discontinue  supplying  products  to any  customer  of the  Business  who has an
outstanding account balance more than 60 days old as of the Closing Date, unless
Purchaser elects to continue supplying said customer (a "Retained Account"),  in
which case the Purchaser  shall serve as the  collection  agent for and/or shall
pay the Shareholder in accordance with the remaining  provisions of this Section
1.7. All amounts paid on the Retained  Account by the delinquent  customer shall
be  applied  on  the  basis  of age to the  oldest  outstanding  invoice  first.
Purchaser shall promptly remit to Shareholder  all  collections  from a Retained
Account that relates to invoices over 60 days old as of the Closing Date. If any
amount  relating to invoices  over 60 days old as of the  Closing  Date  remains
unpaid by the Retained  Account 30 days after the Closing Date,  Purchaser shall
pay to the Shareholder  the entire unpaid balance and Shareholder  shall have no
further rights in the Retained Account.


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         1.6  ASSIGNMENT  OF  CONTRACTS  AND  LICENSES.  To the extent  that the
assignment of any contract or license to the Purchaser is not permitted  without
the  consent of the other party or parties to such  contract  or  license,  this
Agreement  shall  constitute  an agreement to assign the same only if consent is
obtained.  The Shareholder shall use commercially  reasonable  efforts to obtain
all required  consents  prior to the Closing and  Purchaser  shall  cooperate in
those  efforts as may be  reasonably  required.  If any required  consent is not
obtained prior to the Closing, and if the Purchaser and Shareholder  nonetheless
waive the applicable  closing  conditions and elect to proceed with the Closing,
this  Agreement  shall not be construed as an agreement to assign the underlying
contract or license; however, the Shareholder shall continue to use commercially
reasonable  efforts to obtain any such  consent  after the  Closing  and, at the
Purchaser's  request,  shall  cooperate  with the  Purchaser  in any  reasonable
arrangement  designed to provide the Purchaser the benefits under such contracts
or license.

         1.7 COMPUTER SERVICES AGREEMENT. At Closing, if requested by Purchaser,
the parties will enter into a computer services  agreement  attached as Schedule
1.7.

         1.8  MANAGEMENT  AGREEMENT.  Notwithstanding  any of the  covenants and
agreements in this Article I, the Purchaser  shall have the option to enter into
a management agreement with the Shareholder.  The management agreement will call
for  Shareholder  to continue to operate the business  relating to the Assets in
the name of Meteor  Marketing,  Inc. During the period of time when  Shareholder
operates the business, the current employees of the business will continue to be
employees  of  Shareholder;   Shareholder  will  continue  to  own  and  invoice
customers;  the Customers  Accounts  Receivable  and  Inventory  will remain the
property of Shareholder;  and the Contracts,  insurance  policies,  Licenses and
Assets will remain in the name of the Shareholder.

         The Shareholder shall charge $5,000 per month for accounting  services.
Purchaser shall be entitled to all net profits  generated by the business during
the period when  Shareholder  manages the business.  If Purchaser elects to have
Shareholder manage the business,  then a separate management  agreement shall be
executed by the parties  hereto,  and paragraphs  1.4, 1.5, and 1.6 shall not be
applicable  on the  Closing  Date.  The  customers  will be  transferred  to the
Purchaser  and  paragraphs1.4,  1.5 and 1.6 shall become  applicable at the time
that the management agreement terminates.


                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES
                         OF THE COMPANY AND SHAREHOLDER

         As an  inducement to the  Purchaser to enter into this  Agreement,  the
Company and the Shareholder hereby represents and warrants to Purchaser that:

         2.1 ORGANIZATION.  The Company is a corporation duly organized, validly
existing,  and in good standing under the laws of New Mexico,  has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do


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business  and is in good  standing  in each of the  states  where  its  business
requires qualification.

         2.2 CAPITAL.  The authorized  capital stock of the Company  consists of
1,000,000  shares common stock,  $.01 par value,  of which  1,000,000  shares of
common stock are issued and outstanding  including -0- shares that are currently
held in the treasury of the Company. All of the issued and outstanding shares of
the Company are duly and validly issued,  fully paid, and non-assessable.  There
are  no  outstanding  subscriptions,   options,  rights,  warrants,  debentures,
instruments,   convertible  securities,   or  other  agreements  or  commitments
obligating the Company,  or any subsidiary to issue or to transfer from treasury
additional shares of its capital stock. Except for the common stock outstanding,
there are no other equity securities of the Company.  No taxes or other payments
to governmental  authorities will be due from the Purchaser upon transfer of the
Common Stock as contemplated by this Agreement.

         2.3  CORPORATE  BOOKS AND  RECORDS.  The  minute  books of the  Company
contain  accurate  records of all  meetings  and  accurately  reflect  all other
actions  taken by the Board of Directors  and the  shareholders  of the Company.
Complete and accurate  copies of all such minute books and of the stock register
of the Company  have been made  available by the Company for  inspection  by the
Purchaser.  At the  Closing,  all of  those  books  and  records  will be in the
possession of the Company.

         2.4 SUBSIDIARIES. The Company does not have any subsidiaries or own any
interest in any other  enterprise,  except as  described in Exhibit 2.4 attached
hereto.

         2.5  DIRECTORS AND OFFICERS. Exhibit 2.5 to this Agreement contains the
names and titles of all directors and officers of the Company.

         2.6 FINANCIAL  STATEMENTS.  Exhibit 2.6 to this Agreement includes true
and complete copies of the unadited  balance sheet of the Company for the fiscal
periods ended December 31, 2000 and 2001. Prior to Closing an unaudited  balance
sheet as of October 31, 2002, shall be delivered to Purchaser and be included as
part of Exhibit 2.6 (both sets of financial  statements are hereinafter referred
to as the "The Company  Financial  Statements").  Except as set forth in Exhibit
2.6, the Company  Financial  Statements  shall have been  prepared in accordance
with generally accepted accounting principles and practices of the United States
(hereinafter  referred to as "GAAP").  Exhibit 2.6 sets forth  certain  year-end
adjustments and tailoring  transactions,  which will be made and entered into to
facilitate  this  Agreement.  As  revised  by  such  adjustments  and  tailoring
transactions,  the Company Financial Statements are true, accurate and complete,
and fairly present the financial position of the Company as of the dates and for
the periods mentioned therein.

         2.7 ABSENCE OF UNDISCLOSED  LIABILITIES.  As of the respective dates of
the  Financial  Statements  included  in Exhibit  2.6 and  except  for  possible
environmental issues, the Company did not have any material debt, liability,  or
obligation of any nature,  whether accrued,  absolute,  contingent or otherwise,
and  whether  due or to  become  due,  that is not  reflected  in the  Financial
Statements.  As of the  Closing  Date,  the Company  does not have any  material
liabilities  not disclosed in the Company  Financial  Statements,  other than as
listed on Exhibit 2.7.  For  purposes of this Section 2.7, a material  liability
shall mean a liability of $10,000 or more.  Notwithstanding  the  definition  of
material liability in the preceding sentence,  total undisclosed  liabilities do
not exceed $25,000.

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         2.8 TAXES. To the best knowledge and belief of Shareholder,  within the
times and in the manner prescribed by law, the Company has filed all tax returns
required  by law and has paid  all  taxes,  assessments  and  penalties  due and
payable in the normal course of its business.  To the best  knowledge and belief
of  Shareholder,  the  provisions  for taxes,  if any,  reflected in the Company
Financial  Statements,  are reasonably adequate for taxes for the periods ending
on the date of such financial  statements and for all prior periods,  whether or
not disputed.

         2. 9 COMPLIANCE WITH LAWS. To the best of  Shareholder's  knowledge and
belief,  the Company is in compliance in all material  respects with, and is not
in  violation  of,  applicable  federal,  state,  or  local  statutes,  laws  or
regulations affecting its properties or the operation of its business.

         2.10 LITIGATION.  Except as shown on Exhibit 2.10 attached hereto,  (1)
the  Company  is not a  party  to  any  suit,  action,  arbitration,  or  legal,
administrative or other  proceeding,  or governmental  investigation  pending or
threatened against or affecting the Company or its business, assets or financial
condition  (hereinafter  referred  to as  "Actions");  (2) the Company is not in
default with respect to any order,  writ,  injunction  or decree of any federal,
state, local or foreign court, department,  agency or instrumentality applicable
to them; (3) the Company is not engaged in any lawsuits to recover monies due to
it.

         2.11  AUTHORITY.  The Board of Directors of the Company has  authorized
the  execution  of this  Agreement  and  the  consummation  of the  transactions
contemplated  herein,  and the  Company  and  Shareholder  have  full  power and
authority to execute, deliver and perform this Agreement and this Agreement is a
legal,  valid and binding  obligation  of the Company  and  Shareholder,  and is
enforceable in accordance with its terms.

         2.12 ABILITY TO CARRY OUT OBLIGATIONS. To the best of the Shareholder's
knowledge  and belief and except as shown on Exhibit 2.12 attached  hereto,  the
execution and delivery of this Agreement by the Company and  Shareholder and the
performance by the Company and Shareholder of their  obligations  hereunder will
not cause,  constitute or conflict with or result in (a) any breach or violation
of  any of  the  provisions  of or  constitute  a  default  under  any  license,
indenture, mortgage, charter, instrument, articles of incorporation, by-laws, or
other  agreement or instrument  to which the Company is a party,  or by which it
may be bound,  nor will any consents or  authorizations  of any party other than
those  hereto be  required,  (b) an event  that  would  permit  any party to any
agreement  or  instrument  to  terminate  such  agreement  or  instrument  or to
accelerate the maturity of any  indebtedness or other obligation of the Company,
or (c) an event that would  result in the  creation or  imposition  of any lien,
charge, or encumbrance on any asset of the Company

         2.13 VALIDITY OF THE COMPANY  SHARES.  The shares of the Company Common
Stock to be delivered to Purchaser pursuant to this Agreement,  when transferred
in accordance  with the provisions of this  Agreement,  will be duly  authorized
validly issued, fully paid and non-assessable;  and free and clear of all liens,
claims and encumbrances.

         2.14 ASSETS. The Company has good and marketable and insurable title to
all its property and such  property is not subject to any liens,  claims  and/or
encumbrances other than those related to the liabilities disclosed in

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Exhibit 2.6.  Exhibit 2.14 hereto lists all plant  property and equipment of the
Company with an individual value of $20,000 or more.

         2.15 MATERIAL CONTRACTS.  Exhibit 2.15 describes the material contracts
and  agreements of the Company and the business  (such  contracts and agreements
described, being collectively referred to as "Material Contracts").  The Company
will deliver on or about the Closing  Date  correct and  complete  copies of all
Material Contracts.

         2.16 EMPLOYEES.  With respect to the Employees of the Shareholder  that
are located in New Mexico,  except as disclosed in Exhibit 2.17 attached hereto,
there  are  no  collective   bargaining,   bonus,  profit  sharing,   severance,
indemnification,  compensation  or other  agreements,  trusts,  funds,  plans or
arrangements  maintained  by the Company or any affiliate of the Company for the
benefit of its  directors,  officers or employees,  and there are no employment,
consulting,   severance   or   indemnification   arrangements,   agreements   or
understandings  between any of the foregoing and the Company.  The Shareholder's
employee handbook or manual and a complete description of all employee benefits,
is  included  as  part of  Exhibit  2.17 as of the  effective  date.  All of the
Shareholder's New Mexico employees except Darrell Owen are at-will employees who
have no rights to severance pay.

         2.17  INSURANCE.  The Company has insurance  policies in full force and
effect which provide for coverages which are usual and customary in its business
as to amount and scope,  and are  adequate to protect  the  Company  against any
reasonably  foreseeable  risk of loss unless a  management  agreement is entered
into between the parties as described in paragraph  1.10. Such policies will not
remain in full force and effect  subsequent  to Closing.  Exhibit 2.21  attached
hereto  identifies  each of the Company's  insurance  policies,  indicating  the
carrier,  amount of coverage,  annual premium, risks covered,  placing broker or
agent,  and  period  through  which the  policy  is paid up and  other  relevant
information as to each.

         2.18 TITLE TO AND  UTILIZATION  OF  PROPERTIES.  Exhibit 2.18  attached
hereto lists all of the Company  owned and leased  properties  and any leases or
properties included as Assets.  Except as disclosed on Exhibit 2.18, the Company
owns fee  simple,  insured  title to all real  property  owned by it and has the
unbridled right to use the same, and is not aware of any claim, notice or threat
to the effect that its right to own and use such  property is subject in any way
to any challenge, claim, assertion of rights, proceedings toward condemnation or
confiscation  in whole or in part,  or is otherwise  subject to  challenge.  The
Company has valid leases on its leased  properties and the  expiration  dates of
such leases are disclosed on Exhibit 2.18.

         2.19 ENVIRONMENTAL AND OTHER PERMITS AND LICENSES, RELATED MATTERS.

         (a) To Shareholder's  best knowledge and belief,  the Company currently
         holds  all  the  health  and  safety  and  other   permits,   licenses,
         authorizations,  certificates, exemptions and approvals of governmental
         authorities (collectively,  "PERMITS"),  including, without limitation,
         environmental  permits,  necessary  for the current use,  occupancy and
         operation  of each asset and property of the Company and the conduct of
         its  business,  and all such permits and  environmental  permits are in
         full force and effect. The Shareholder has not received any notice from
         any governmental authority revoking, canceling, rescinding,  materially
         modifying  or refusing to renew any permit or  environmental  permit or
         providing  written  notice of violations  under any  environmental  law
         which have not been resolved or disclosed in Exhibit 2.19(a).

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         (b) To Shareholder's  best knowledge and belief, all equipment owned or
         used by the Company, including, but not limited to above ground storage
         tanks,  underground  storage  tanks,  and piping  associated  with such
         tanks,  is in substantial  compliance  with all applicable  Permits and
         Environmental  Laws  including  the Federal and State 1998  underground
         storage tank  requirements,  and can be operated in the ordinary course
         of business in substantial  compliance with all applicable  Permits and
         Environmental Laws.

         (c) Except as  disclosed  in Exhibit  2.19(a) and to the  Shareholder's
         best knowledge and belief, (i) the Company has reported all Releases of
         Hazardous  Material in accordance  with  Environmental  Laws;  (ii) the
         Company  has  not  Released  any  Hazardous   Materials,   and  is  not
         responsible  or liable for any Release of  Hazardous  Materials,  which
         must be remediated under applicable  Environmental Law (including,  but
         not limited to, any Release  which results in the presence of Hazardous
         Materials  in the  environment  in  quantities  or amounts  that exceed
         remediation  action levels  specified by regulation or by  governmental
         policy or  guideline)  or that any  person  or  entity or  governmental
         authority has requested or required to be remediated; (iii) the Company
         has  disposed  of all  wastes,  including  those  containing  Hazardous
         Materials,  in material  compliance  with all applicable  Environmental
         Laws  and  environmental   permits;   and  (iv)  the  Company  has  not
         transported  or  arranged  for  the  transportation  of  any  Hazardous
         Materials to any location that is listed or proposed for listing on the
         National  Priorities  List  under  CERCLA  or on  the  CERCLIS  or  any
         analogous state list or which is the subject of any environmental claim

         (d) To  Shareholder's  best knowledge and belief,  Exhibit 2.19(d) sets
         forth the age, contents or former contents of any storage tanks located
         on the premises  owned or operated by the Company.  Except as set forth
         in  Exhibit   2.19(d)  the  Company  has  not  owned  or  operated  any
         underground  storage tanks as defined in the Resource  Conservation and
         Recovery Act ("RCRA").

         (e) To the best  knowledge  and  belief  of  Shareholder,  there are no
         wastes,  drums or containers  disposed of or buried on, in or under the
         ground or any  surface  waters  located on the  premises  currently  or
         previously owned or operated by the Company.

         (f) Certain  capitalized terms used in this Section 2.19 are defined as
         follows:

         HAZARDOUS  MATERIALS - means (a) oil, petroleum and petroleum products,
         radioactive  materials,  asbestos  in any form that is or could  become
         friable,  urea  formaldehyde  foam  insulation,  transformers  or other
         equipment that contain  polychlorinated  biphenyls,  and radon gas, (b)
         any other chemicals,  materials or substances defined as or included in
         the   definition  of  "hazardous   substances,"   "hazardous   wastes,"
         "hazardous   materials,"   "extremely  hazardous  wastes,"  "restricted
         hazardous   wastes,"   "toxic    substances,"    "toxic    pollutants,"
         "contaminants"  or "pollutants," or words of similar import,  under any
         applicable  Environmental Law, and (c) any other chemical,  material or
         substance exposure to which is regulated by any governmental authority.

         ENVIRONMENTAL  LAWS - means any law  including  but not  limited to any
         federal, state, local, law, ordinance, regulation or rule now in effect
         and any judicial or administrative

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          interpretation  thereof,  including  any  judicial  or  administrative
          order,  consent  decree  or  judgment,  relating  to the  environment,
          health, safety or Hazardous Materials,  including, without limitation,
          CERCLA; the Resource  Conservation and Recovery Act, 42 U.S.C.  ss.ss.
          6901 et seq.; the Hazardous  Materials  Transportation  Act, 49 U.S.C.
          ss.ss.  6901 et seq.;  the Clean Water Act, 33 U.S.C.  ss.ss.  1251 et
          seq.; the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601 et seq.;
          the Clean Air Act, 42 U.S.C.  ss.ss.  7401 et seq.;  the Safe Drinking
          Water Act, 42 U.S.C.  ss.ss.  300f et seq.;  the Atomic Energy Act, 42
          U.S.C.  ss.ss.  2011 et seq.; the Federal  Insecticide,  Fungicide and
          Rodenticide  Act, 7 U.S.C.  ss.ss.  136 et seq.; and the Federal Food,
          Drug and Cosmetic Act, 21 U.S.C.  ss.ss.  301 et seq. and the state or
          local equivalents of these laws.

         RELEASE - means disposing,  discharging,  injecting, spilling, leaking,
         leaching, dumping, emitting,  escaping,  emptying, seeping, placing and
         the like into or upon any land, water or air or otherwise entering into
         the environment.

         2.20 CUSTOMERS AND SUPPLIERS. Exhibit 2.20 lists all material customers
and suppliers which are material to the financial condition or operations of the
Company.  It is understood  and agreed that  "material"  customers and suppliers
provided for in this section are defined as  customers  purchasing  product from
the Company in excess of $20,000 per year, and suppliers  providing supplies and
merchandise to the Company in the amount of $50,000 per year.

         2.21 BANK ACCOUNTS.  Exhibit 2.21 sets forth the names and locations of
all banks,  trust companies,  savings and loan  associations and other financial
institutions at which the Company  maintains  current accounts of any nature and
the  names  of all  persons  authorized  to draw  thereon  or  make  withdrawals
therefrom.


                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         As an inducement to the Company and the  Shareholder to enter into this
Agreement,  the Purchaser represents and warrants to the Company and Shareholder
that:

         3.1  ORGANIZATION.  Purchaser is a corporation duly organized,  validly
existing,  and in good  standing  under the law of Delaware,  has all  necessary
corporate powers to own properties and to carry on its business as now owned and
operated by it, and is duly  qualified to do business and is in good standing in
each of the states were its business requires qualification.

         3.2  CAPITAL.  As of the date of this  Agreement  all of the issued and
outstanding  shares of  Purchaser  are duly and validly  issued,  fully paid and
non-assessable.

         3.3  AUTHORITY.  The Board of Directors of Purchaser has authorized the
execution  of this  Agreement  and the  transactions  contemplated  herein,  and
Purchaser  has full power and  authority  to execute,  deliver and perform  this
Agreement  and this  Agreement  is the legal,  valid and binding  obligation  of
Purchaser, and is enforceable in accordance with its terms and conditions.

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<PAGE>

         3.4 ABILITY TO CARRY OUT  OBLIGATIONS.  Except as  described in Exhibit
3.4,  the  execution  and  delivery  of  this  Agreement  by  Purchaser  and the
performance  by  Purchaser  of  its   obligations   hereunder  will  not  cause,
constitute,  or conflict with or result in (a) any breach or violation of any of
the  provisions  of or  constitute  a  default  under  any  license,  indenture,
mortgage,  charter,  instrument,  certificate of incorporation,  bylaw, or other
agreement or  instrument  to which  Purchaser is a party,  or by which it may be
bound,  nor will any  consents or  authorizations  of any party other than those
hereto be required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any  indebtedness or
other obligation of Purchaser, or (c) an event that would result in the creation
or imposition of any lien, charge, or encumbrance on any asset of Purchaser.

         3.5      DIRECTORS AND OFFICERS. Exhibit 3.5 of this Agreement contains
the names and titles of all directors and officers of Purchaser.

                                    ARTICLE 4

                                    COVENANTS

         4.1 INVESTIGATIVE  RIGHTS. The Company shall provide to Purchaser,  and
its  counsel,  accountants,  auditors,  and  other  authorized  representatives,
reasonable  access  to  all  of  the  Company's  properties,  books,  contracts,
commitments,  and  records for the purpose of  examining  the same.  The Company
shall furnish Purchaser with all information concerning its affairs as Purchaser
may reasonably request.

         4.2 INDEMNIFICATION OF THE COMPANY AND SHAREHOLDER.  Purchaser shall be
liable for and shall indemnify,  defend and hold the Company and the Shareholder
and its officers,  directors,  affiliates,  agents and the Shareholder  harmless
against and in respect of any and all claims, demands,  losses, costs, expenses,
obligations,   liabilities,  damages,  recoveries  and  deficiencies,  including
interest,  penalties,  and reasonable  attorney  fees,  that they shall incur or
suffer,  which  result  from or  relate  to any  activities  of the  Company  or
Purchaser  subsequent  to the Closing Date or which result from or relate to any
breach of, or  failure  by  Purchaser  to  perform  any of its  representations,
warranties,  covenants  or  agreements  in this  Agreement  or in any  schedule,
certificate,  exhibit  or  other  instrument  furnished  or to be  furnished  by
Purchaser under this Agreement.

         4.3 INDEMNIFICATION OF PURCHASER.  The Company and Shareholder shall be
liable  for and shall  agree to  indemnify,  defend and hold  Purchaser  and its
officers,  directors,  affiliates and agents harmless  against and in respect of
any and all claims, demands, losses, costs, expenses, obligations,  liabilities,
damages,  recoveries  and  deficiencies,   including  interest,  penalties,  and
reasonable  attorney fees,  that it shall incur or suffer,  which result from or
relate to any  breach  of, or  failure  by the  Company  to  perform  any of its
respective  representations,   warranties,  covenants  and  agreements  in  this
Agreement or in any exhibit, schedule, certificate or other instrument furnished
or to be furnished by the Company or Shareholder under this Agreement.

         4.4  ACCOUNTS PAYABLE.   With regard  to  all accounts  payable,  debt,
other liabilities and accrued taxes of the Company,  the business of the Company
and all of its subsidiaries, as of the

                                       9
<PAGE>

Effective  Date,  Purchaser  will cause such amounts to be paid according to the
payment plan and/or  requirements of the creditor or taxing  authority,  without
extension,  delinquency  or other  material  deviation from the payment term and
plan.

         4.5  SHAREHOLDER'S  COOPERATION  AFTER THE CLOSING,  FURTHER ACTION. At
any, time and from time to time after the Closing, the Shareholder shall execute
and deliver to the Purchaser such other  instruments and take such other actions
as the Purchaser may  reasonably  request more  effectively to vest title to the
Shares in the  Purchaser  and, to the full extent  permitted  by law, to put the
Purchaser  in actual  possession  and  operating  control of the Company and its
assets,  properties  and the business.  Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate  action, do or
cause to be done all things  necessary,  proper or  advisable  under  applicable
laws,  and  execute and  deliver  such  documents  and other  papers,  as may be
required to carry out the  provisions of this  Agreement  and to consummate  and
make effective the transactions contemplated hereby.

         4.6  GUARANTEES.  Purchaser  agrees to use all  reasonable  efforts  to
obtain  the  release  of all of  Shareholder's  and its  affiliates'  guarantees
relating to the Company, its businesses, liabilities or the Assets. It is hereby
agreed that all such  releases  will be  obtained  within  twelve  months of the
Closing Date. As of the Closing Date,  the Purchaser  shall  guaranty all of the
liabilities of GOBCO and all of the present and future  liabilities  relating to
the Assets and the related business.  If such guarantees are obtained within six
months of the Closing,  then Shareholder will assign it's interest in Graves Rio
Rancho LLC or its share of the proceeds from any sale of such interest.

         4.7 PURCHASE OF THE M & M TRUCKSTOP. Purchaser agrees to purchase the M
& M Truckstop  by the  assumption  of all  liabilities  related  thereto.  It is
understood  that the permission of the mortgage holder is required and will be a
condition to Closing on the part of the Seller.

         4.8  SELLER'S  NONCOMPETITION.  From the  Closing  Date until the fifth
anniversary thereof (the "Noncompete Period"), except with the Purchaser's prior
written consent, the Shareholder will not, directly or indirectly:

         (a) own,  manage,  operate,  control,  finance  or  participate  in the
         ownership, management,  operation, control or financing of any business
         or enterprise engaged in distributing,  marketing, or selling petroleum
         products in New Mexico,  Arizona and parts of Southern  Colorado  where
         the Company does business (the "Noncompete Area"),

         (b) call on or solicit the customers of the business for the purpose of
         selling them petroleum  products in the  Noncompete  Area or attempt in
         any manner to divert or take away (including,  without  limitation,  by
         divulging to any  competitor  or potential  competitor of the Purchaser
         the name of customers of the  business) all or any part of the Business
         sold to Purchaser pursuant to this Agreement, and

         (c) solicit for hire or offer employment to, or induce any other person
         to hire or offer  employment to, any employee of the Purchaser,  unless
         the  Purchaser  or  the  employee   first   terminates  the  employment
         relationship,  nor will the  Shareholder  induce any such  employee  to
         terminate his or her employment with the Purchaser.

                                       10
<PAGE>

         4.9 PURCHASER'S  NONCOMPETITION.  From the Closing Date until the fifth
anniversary  thereof (the "Noncompete  Period"),  except with the Seller's prior
written consent, the Purchaser will not, directly or indirectly:

         (a) own,  manage,  operate,  control,  finance  or  participate  in the
         ownership, management,  operation, control or financing of any business
         or enterprise engaged in distributing,  marketing, or selling petroleum
         products  in  Nevada,   Wyoming,   and  parts  of  Colorado  where  the
         Shareholder does business (the "Noncompete Area"),

         (b) call on or solicit the  customers of the  Purchaser's  business for
         the purpose of selling them petroleum  products in the Noncompete  Area
         or  attempt in any  manner to divert or take away  (including,  without
         limitation,  by divulging to any competitor or potential  competitor of
         the  Shareholder the name of customers of its business) all or any part
         of the business sold to Shareholder pursuant to this Agreement., and

         (c) solicit for hire or offer employment to, or induce any other person
         to hire or offer  employment  to, any  employee  of the Seller  (except
         employees  who  are  currently   based  in  New  Mexico),   unless  the
         Shareholder   or  the  employee   first   terminates   the   employment
         relationship,  nor will the  Purchaser  induce  any  such  employee  to
         terminate his or her employment with the Seller.

         4.10  EXCEPTIONS  TO  PURCHASER'S  NONCOMPETITION.  Section 4.8 and 4.9
notwithstanding,  Purchaser  shall not be  prevented  from owning and  operating
business entities whose business includes the sale and distribution of petroleum
products in the Noncompete  Areas,  provided that the revenue derived from sales
of such products does not exceed 5% of said business entity's total revenues

         4.11  REMEDIES  FOR  BREACH.  The  parties  acknowledge  that  (i)  the
provisions of Sections 4.8 and 4.9 are  reasonable  and necessary to protect the
legitimate interests of the Purchaser and the Seller, that any violation of said
Sections will result in  irreparable  injury to the Purchaser or the Seller,  as
the case may be, and that  damages at law would not be  reasonable  or  adequate
compensation to the injured party for the violation,  and (ii) the injured party
shall be entitled to have the  provisions  of Sections 4.8 and 4.9  specifically
enforced by preliminary and permanent injunctive relief without the necessity of
proving actual damages and without posting bond or other security, as well as to
have an equitable accounting of all earnings, profits and other benefits arising
out of the violation.  If the provisions of 4.8 and 4.9 should ever be deemed to
exceed  the  time,  geographic,   product  or  other  limitations  permitted  by
applicable  law, then such  provisions  shall be deemed  reformed to the maximum
time, geographic,  product or other imitations permitted by law. In the event of
a breach of one or more of the covenants  contained in Sections 4.8 and 4.9, the
Noncompete  Period  binding upon the party in breach shall abate during the time
of such  violation  and shall not continue to run until such  violation has been
fully and finally cured.

         4.12 COOPERATIVE  MARKETING Subject to relevant laws,  Purchaser agrees
to work  together  and  cooperate  with  Shareholder  in the  marketing of their
respective products and pool volumes where possible to get the lowest rates from
suppliers.

                                       11
<PAGE>

         4.13 ENVIRONMENTAL SERVICES. It is agreed that the Shareholder, through
Innovative  Solutions  and  Technologies,  Inc.  has the  ability to provide the
environmental  services  necessary to attempt to clean up the contaminated sites
owned by GOBCO. It is agreed that Shareholder will have Innovative Solutions and
Technologies,  Inc. provide such services to GOBCO and request the states of New
Mexico and Colorado to reimburse GOBCO for such services

         4.14 CFN CONTRACT WITH NETWORK FUEL CORP.  Purchaser  agrees to execute
the CFN Agreement attached hereto as exhibit 4.14.

                                    ARTICLE 5

                 CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE

         5.1 CONDITIONS.  Purchaser's  obligations hereunder shall be subject to
the satisfaction,  at or before the Closing,  of all the conditions set forth in
this Article 5.  Purchaser may waive any or all of these  conditions in whole or
in  part  without  prior  notice;  so long as such  waiver  is in  writing;  and
provided,  however, that no such waiver of a condition shall constitute a waiver
by  Purchaser  of any other  condition  or any of  Purchaser's  other  rights or
remedies,  at law or in  equity,  if the  Company  and  Shareholder  shall be in
default of any of their  representations,  warranties,  or covenants  under this
Agreement.

         5.2 ACCURACY OF REPRESENTATIONS.  Except as otherwise permitted by this
Agreement,  all representations and warranties by the Company and Shareholder in
this Agreement or in any written  statement that shall be delivered to Purchaser
by the Company under this Agreement  shall be true and accurate when made and on
and as of the  Closing  Date with the same  force  and  affect as if made at the
Closing.

         5.3  PERFORMANCE.  Purchaser  shall be  reasonably  satisfied  that the
Company and Shareholder shall have performed,  satisfied,  and complied with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it, on or before the Closing Date.

         5.4 ABSENCE OF LITIGATION.  No action,  suit, or proceeding  before any
court or any  governmental  body or  authority,  pertaining  to the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against any party hereto on or before the Closing Date.

         5.5  DIRECTORS OF THE COMPANY.  Effective on the Closing Date the Board
of Directors of the Company shall be  reorganized  and be made up of individuals
named by Purchaser.

         5.6  CLOSING  DOCUMENTS.  The  Company  and the  Shareholder  shall  be
prepared  to  deliver  the  closing  documents  set  forth in  Article 7 of this
Agreement.

                                    ARTICLE 6

                CONDITIONS PRECEDENT TO SHAREHOLDER'S PERFORMANCE

         6.1  CONDITIONS.  The  Shareholder's  obligations  hereunder  shall  be
subject to the satisfaction, at or before the Closing, of all the conditions set
forth in this Article 6. The Shareholder


<PAGE>

may  waive  any or all of these  conditions  in whole or in part  without  prior
notice;  so long as such waiver is in writing;  and provided,  however,  that no
such waiver of a condition  shall  constitute a waiver by the Shareholder of any
other condition of or any of the Shareholder's rights or remedies,  at law or in
equity,  if  Purchaser  shall  be in  default  of any  of  its  representations,
warranties, or covenants under this Agreement.

         6.2 ACCURACY OF REPRESENTATIONS.  Except as otherwise permitted by this
Agreement,  all representations and warranties by Purchaser in this Agreement or
in any written statement that shall be delivered to the Shareholder by Purchaser
under this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.

         6.3  PERFORMANCE.   Purchaser  shall  have  performed,  satisfied,  and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement to be performed or complied with by it, on or before the Closing Date.

         6.4 ABSENCE OF  LITIGATION.  No action,  suit or proceeding  before any
court or any  governmental  body or authority,  pertaining  to the  transactions
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against Purchaser on or before the Closing Date.

         6.5 CONSENTS.  All consents and  authorizations  shall be obtained from
lenders and other necessary parties.

                                    ARTICLE 7

                                     CLOSING

         7.1  Closing.  The  Closing  of this  transaction  shall be held at the
offices of the  Shareholder  on December  27,  2002,  or as soon  thereafter  as
reasonably  practicable but no later than December 31, 2002, or such other place
as shall be mutually  agreed upon, and on such date as shall be mutually  agreed
upon by the parties.

(a)       Purchaser  shall  deliver  a  certified  or  cashier's  check  for the
          Purchase Price to the Shareholder.

(b)       The Shareholder shall present the certificates representing his shares
          of the Company being sold to Purchaser,  and such certificates will be
          duly endorsed; and

(c)       Purchaser  shall deliver an officer's  certificate,  dated the Closing
          Date,  stating that all  representations,  warranties,  covenants  and
          conditions set forth in this Agreement on behalf of Purchaser are true
          and correct as of, or have been fully  performed and complied with by,
          the Closing Date.

(d)       Purchaser  shall  deliver  a  signed  consent  and/or  Minutes  of its
          Directors  approving  this Agreement and each matter to be approved by
          the Directors of Purchaser under this Agreement. Such Minutes shall be
          certified by an Officer of Purchaser.

(e)       The Shareholder  shall deliver a certificate,  dated the Closing Date,
          stating that all representations, warranties, covenants and conditions
          set forth in this  Agreement  are true and correct as of, or have been
          fully performed and complied with by, the Closing Date.

                                       12
<PAGE>
(f)       The Company shall deliver a signed Consent or Minutes of the Directors
          of the  Shareholder  and the Company  approving this  Agreement.  Such
          Minutes  shall be certified by an officer of the  Shareholder  and the
          Company.

(g)       Each party shall deliver such other documents or information  required
          to be furnished by Closing pursuant to this Agreement.

                                    ARTICLE 8

                                  MISCELLANEOUS

         8.1 CAPTIONS AND HEADINGS.  The Article and paragraph/section  headings
through this Agreement are for  convenience  and reference only, and shall in no
way be deemed to define,  limit,  or add to the meaning of any provision of this
Agreement.

         8.2 NO ORAL CHANGE. This Agreement and any provision hereof, may not be
waived,  changed  modified,  or discharged  orally,  but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.

         8.3 WAIVER. Except as otherwise expressly provided herein, no waiver of
any covenant,  condition, or provision of this Agreement shall be deemed to have
been made unless  expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions, covenants, or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions,  covenants,
or conditions,  (ii) the acceptance of performance of anything  required by this
Agreement to be performed with knowledge of the breach or failure of a covenant,
condition,  or  provision  hereof shall not be deemed a waiver of such breach or
failure,  and (iii) no waiver by any party of one breach by another  party shall
be construed as a waiver with respect to any other or subsequent breach.

         8.4 ENTIRE AGREEMENT.  This Agreement contains the entire Agreement and
understanding  between the parties hereto,  and supersedes all prior  agreements
and understandings.

         8.5 CHOICE OF LAW. This Agreement and its application shall be governed
by the laws of the State of Colorado.

         8.6 COUNTERPARTS.  This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         8.7 NOTICES. All notices,  requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of' receipt if served  personally  on the party to whom notice
is to be given,  by telecopy or  telegram,  or mailing if mailed to the party to
whom  notice is to be given,  by first  class  mail,  registered  or  certified,
postage prepaid, and properly addressed as follows:

Purchaser:                 NEW MEXICO MARKETING, INC.
                           P.O. BOX 2077
                           FARMINGTON, NM 87499
                           ATTENTION:  SULTAN MAHMUD

                                       13
<PAGE>

Shareholder:               METEOR MARKETING, INC.
                           1401 BLAKE STREET, SUITE 200
                           DENVER, COLORADO 80202
                           ATTENTION:  ILYAS CHAUDHARY

The Company:               GRAVES OIL & BUTANE CO., INC.
                           1401 BLAKE STREET, SUITE 200
                           DENVER, CO 80202
                           Attention:  Ilyas Chaudhary


         8.8 BINDING  EFFECT.  This Agreement shall inure to and be binding upon
the heirs, executors,  personal representatives,  successors and assigns of each
of the parties to this Agreement.

         8.9 MUTUAL  COOPERATION.  The parties hereto shall  cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.

         8.10 BROKERS.  Each of the parties hereto shall  indemnify and hold the
other harmless against any and all claims, losses, liabilities or expenses which
may be  asserted  against  it as a  result  of  its  dealings,  arrangements  or
agreements with any broker, finder or person.

         8.11 ANNOUNCEMENTS. Purchaser, Shareholder and the Company will consult
and cooperate with each other as to the timing and content of any  announcements
of the transactions  contemplated  hereby to the general public or to employees,
customers or suppliers. Except to the extent that the parties consent in writing
otherwise, no party to this Agreement shall make, or cause to be made, any press
release or public  announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media.  Nevertheless,
the parties agree that the  Shareholder or an affiliate of the  Shareholder  may
make such disclosure (on Form 8-K, by press release or otherwise)  regarding the
terms of this  Agreement and the  transactions  contemplated  hereby as it deems
necessary to comply with applicable securities laws or the rules and regulations
of the SEC or NASDAQ,  including a press release following the execution of this
Agreement.

         8.12 EXPENSES.  Except as specifically provided in this Agreement,  all
direct costs and expenses including legal, and any other out-of-pocket  expenses
incurred by Shareholder,  in connection with this transaction,  shall be paid by
the  Shareholder.  All costs and expenses  including  legal,  accounting and any
other out-of-pocket expenses incurred by the Purchaser,  in connection with this
transaction, shall be paid by the Purchaser.

         8.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The  representations,
warranties,  covenants and agreements of the parties set forth in this Agreement
or in any instrument,  certificate,  opinion,  or other writing providing for in
it,  shall  survive  the Closing  for a period of one year  irrespective  of any
investigation made by or on behalf of any party.

         8.14 ASSIGNMENT. This Agreement may not be assigned by operation of Law
or otherwise by the Shareholder, the Company or the Purchaser.

                                       14
<PAGE>


         AGREED TO AND ACCEPTED as of the date first above written.

PURCHASER: NEW MEXICO MARKETING, INC.    SHAREHOLDER:   METEOR MARKETING, INC.


By ____________________________               ________________________________

COMPANY: GRAVES OIL & BUTANE CO., INC.


By _____________________________




                                       15
<PAGE>



                                   EXHIBIT 1.1

                           ASSETS AND EXCLUDED ASSETS




THE ASSETS SHALL INCLUDE THE FOLLOWING:

         The Common  Stock and all of the  following  Assets not owned by GOBCO,
but necessary for the business of GOBCO:

          a.   All tanks,  machinery,  tools and equipment  (including plant and
               office equipment);

          b.   the business, operations, and goodwill of the business as a going
               concern,  including  all customer and  supplier  lists,  manuals,
               drawings,  specifications,  instructions and other records, files
               (including   copies  of  personnel  files  of  any  employees  of
               Shareholder hired by the Purchaser) and  correspondence  relating
               to GOBCO or the Assets (as defined herein).

          c.   all  rights  of the  Shareholder  under the  Contracts  listed in
               Exhibit 2.15 that are being assumed by the  Purchaser  (including
               all related customer deposits)

          d.   all rights of the Shareholder under express or implied warranties
               from vendors relating to the Assets; and

          e.   all  leased   equipment   listed  on  Schedule  2.22  subject  to
               assignment of exiting leases.

Notwithstanding  the  foregoing,  the Assets do not include the  following  (the
"Excluded  Assets") (i) cash or cash equivalents  held by the Shareholder;  (ii)
any rights that accrue or will accrue to the  Shareholder  under this  Agreement
(iii)  and any  rights  that  relate  to the  Excluded  Assets  or the  Excluded
Liabilities;  (iv) any rights Shareholder may have to sue Conoco,  Inc. relating
in any way to prior  contracts  between  Shareholder  and Conoco,  Inc.  and its
affiliates;  and  (v)  any  trucks  trailer,  tanks,  equipment.,  inventory  or
customers  located  outside  New  Mexico,  except  for assets  used in  Southern
Colorado including the M&M Truckstop located in Cortez, Colorado.



                                       16
<PAGE>



                                  EXHIBIT 2.4

                                  SUBSIDIARIES



B        Capco Monument LLC
B        El  Boracho, Inc.
B        Coors Pyramid LLC
B        Bloomfield Pyramid LLC



                                       17
<PAGE>



                                   EXHIBIT 2.5


                      DIRECTORS AND OFFICERS OF THE COMPANY


Ilyas Chaudhary                             President

Rosanne Manes                               Secretary

Gene Webb                                   Treasurer

Ilyas Chaudhary                             Director






                                       18
<PAGE>



                                   EXHIBIT 2.6


                              FINANCIAL STATEMENTS



See attached.



                                       19
<PAGE>



                                   EXHIBIT 2.7


                             UNDISCLOSED LIABILITIES



None --  See Financial Statements



                                       20
<PAGE>



                                  EXHIBIT 2.10


                                   LITIGATION


GOBCO is in default  relating to the notes and agreements with the Graves Family
Investment Limited  Partnership and the Purchaser  understands that while Meteor
Marketing,  Inc. will use reasonable efforts to make all payments required to be
made by Meteor  Marketing,  Inc. prior to the Effective  Date, such payments may
not be made on a timely basis.



                                       21
<PAGE>



                                  EXHIBIT 2.12

                        ABILITY TO CARRY OUT OBLIGATIONS

This transaction will require the consent of Wells Fargo Bank.




                                       22
<PAGE>



                                  EXHIBIT 2.14


                                     ASSETS


See attached.




                                       23
<PAGE>



                                  EXHIBIT 2.15

                               MATERIAL CONTRACTS




A.       Meteor Marketing, Inc. Supply Agreements


(SEE ATTACHED)



                                       24
<PAGE>



                                  EXHIBIT 2.16

                                    EMPLOYEES


See attached employment agreement with Darrell Owen. It is understood and agreed
that,  unless the  Purchaser or the Company hires Darrell Owen after the Closing
Date,  Purchaser  will  not be  responsible  for  liabilities  related  to  that
employment contract.


                                       25
<PAGE>



                                  EXHIBIT 2.17

                                    INSURANCE


See attached policies.




                                       26
<PAGE>



                                  EXHIBIT 2.18

                     TITLE TO AND UTILIZATION OF PROPERTIES


See Attached.


                                       27
<PAGE>



                                  EXHIBIT 2.19

                  ENVIRONMENTAL AND OTHER PERMITS AND LICENSES

2.19(a)  Environmental  and Other Permits and  Licenses:  No permits or licenses
have been revoked and all releases have been reported.

2.19(d)  Age,  Contents  or Former  Contents  of Any  Storage  Tanks  Located on
Premises Owned or Operated by Company. (see attached)





                                       28
<PAGE>



                                  EXHIBIT 2.20

                          CUSTOMERS AND SUPPLIERS LISTS


                                  See attached.



                                       29
<PAGE>



                                  EXHIBIT 2.21

                                  BANK ACCOUNTS


See attached.



                                       30
<PAGE>



                                   EXHIBIT 3.4

                        ABILITY TO CARRY OUT OBLIGATIONS

None.



                                       31
<PAGE>



                                   EXHIBIT 3.5

                       DIRECTORS AND OFFICERS OF PURCHASER


Sultan Mahmud     Director and Officer