ACQUISITION AGREEMENT

                                   DATED AS OF

                                 JANUARY 9, 2008

                                  BY AND AMONG

                    REGS, LLC, TACTICAL CLEANING COMPANY, LLC

                STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC.
                 (formerly Satellite Organizing Solutions, Inc.)


                                       AND

                          INFINITY CAPITAL GROUP, INC.







<PAGE>

                       AGREEMENT AND PLAN OF ACQUISITION

         This  ACQUISITION  AGREEMENT,  is dated as of  January  9,  2008  (this
"Agreement"),  by and among INFINITY CAPITAL GROUP, INC., a Maryland corporation
("ICG"),  STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES,  INC. a Nevada corporation
and  partially-owned  subsidiary of ICG ("Acquisition  SEER"), and REGS, LLC and
TACTICAL  CLEANING  COMPANY,  LLC, both of which are Colorado Limited  Liability
Companies,  ("collectively  hereafter called REGS where not otherwise designated
as REGS and Tactical respectively").

         WHEREAS, the boards of directors of ICG, SEER, and REGS,  respectively,
have  each  approved,   as  being  in  the  best  interests  of  the  respective
corporations  and  LLCs  and  their  stockholders  and  interest  holders,   the
acquisition of the REGS LLCs (the "Acquisition") by SEER, in accordance with the
applicable  provisions  of the  Nevada  Revised  Statutes  (the  "NRS")  and the
Colorado Revised Statutes (the "CRS");

         WHEREAS, pursuant to the Acquisition, each interest holder of R EGS and
Tactical shall, in accordance with the provisions of this Agreement, allow their
interests  to be acquired  for a number of shares of SEER common  stock,  no par
value ("SEER Common Stock"), equal to the Conversion Amount;

         WHEREAS,   a  reverse  stock  split  of  SEER  Common  Stock  has  been
consummated on a one for four basis; pursuant to which each four (4) outstanding
shares of SEER Common Stock has been converted into one (1) share of SEER Common
Stock (the "Reverse Stock Split");

         WHEREAS,  for federal  income tax  purposes,  it is  intended  that the
Acquisition  shall  qualify as a tax free  transfer to a controlled  corporation
under the  provisions  of Section 351 of the Internal  Revenue Code of 1986,  as
amended (the "Code");

         WHEREAS,  ICG, SEER,  and REGS desire to make certain  representations,
warranties,  covenants,  and agreements in connection  with the  Acquisition and
also to prescribe various conditions to the Acquisition; and

         WHEREAS,  this  Agreement is intended to set forth the terms upon which
REGS will be acquired by SEER;

         WHEREAS,  ICG,  SEER,  and  REGS are in  agreement  that so long as the
substance of this  transaction  does not materially  change the mechanics of the
Agreement may be restructured to achieve desired tax objectives;

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


<PAGE>

                                   ARTICLE I
                                 THE ACQUISITION

SECTION 1.01.     EFFECTS OF THE ACQUISITION.

         (a) At the time of Closing (as  defined in Section  2.01) and by virtue
of the Acquisition,  all of the issued and outstanding REGS ownership  interests
shall be acquired as provided in Section 1.03.

         (b) Without  limiting  the  generality  of the  foregoing,  and subject
thereto  and to any  other  applicable  laws,  at the time of  Closing,  all the
properties, rights, privileges, powers, and franchises of REGS and SEER shall be
owned  by SEER on a  consolidated  basis,  and,  subject  to the  terms  of this
Agreement, all debts,  liabilities,  restrictions,  disabilities,  and duties of
REGS and  SEER  shall  remain  as they are  prior to the  acquisition.  SEER has
changed its name to STRATEGIC  ENVIRONMENTAL  & ENERGY  RESOURCES,  INC. and has
applied for a new trading symbol.

SECTION 1.02.     CONVERSION OF SECURITIES.

         As of the time of Closing, by virtue of the Acquisition and without any
action on the part of any holder thereof:

         (a) Each  ownership  interest  in REGS that is issued  and  outstanding
immediately prior to the Closing,  other than ownership interests that are owned
by  interest  holders who have not  consented  to the  Acquisition  and who have
otherwise  taken all of the steps  required by the CRS to properly  exercise and
perfect such ownership holders' dissenters' rights (the "Dissenting  Interests")
shall,  except as set forth below, be acquired for that number of shares of SEER
Common Stock equal to the Conversion Amount.  All such REGS ownership  interests
shall be owned by SEER in consideration  therefor upon surrender for acquisition
of each such certificate in accordance with Section 1.03.

         (b) Each  ownership  interest  in REGS that is issued  and  outstanding
immediately  prior to the  Closing  shall be  acquired  for the shares of common
stock of SEER set forth on the  Capitalization  Table (Schedule  1.02(b) to this
agreement),  and each  certificate  evidencing  ownership of any such  ownership
interests  of REGS shall  thereupon  evidence  ownership  of the same  ownership
interests in REGS, but will be held by SEER.

         (c) Each  outstanding  option and warrant to purchase  any  interest in
REGS (each a "REGS  Option or  Warrant"  and,  collectively,  "REGS  Options and
Warrants")  whether  vested  or  unvested,  shall  be  assumed  by  SEER,  on  a
share-for-share  basis.  Each REGS  Option and  Warrant so assumed by SEER under
this  Agreement  will  continue  to have,  and be subject to, the same terms and
conditions  of such REGS  Option and  Warrant,  as the case may be,  immediately
prior to the Closing  (including  without  limitation,  any repurchase rights or
vesting  provisions  and  provisions  regarding the  acceleration  of vesting on
certain  transactions,   other  than  the  transactions   contemplated  by  this
Agreement),  except that (i) each REGS  Option or  Warrant,  as the case may be,
will be exercisable  (or will become  exercisable in accordance  with its terms)
for that  number of whole  shares of SEER  Common  Stock  equal to the number of
shares of SEER set forth on Schedule 1.02(b),  , and (ii) the per share exercise
price for the shares of SEER Common Stock issuable upon exercise of such assumed

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<PAGE>

REGS Option or Warrant,  as the case may be, will be equal to the exercise price
per share of REGS  Common  Stock at which  such  REGS  Option  or  Warrant,  was
exercisable immediately prior to the Closing,  rounded down to the nearest whole
cent.

SECTION 1.03.     ACQUISITION PROCEDURES.

         (a) As soon as practicable  after the Closing,  SEER shall mail to each
REGS  Interest  Holder a  letter  of  transmittal  and  instructions  for use in
effecting the surrender of certificates representing ownership interests in REGS
outstanding immediately prior to the Closing (the "Certificates") in appropriate
and  customary  form with such  provisions  as the  board of  directors  of SEER
incident to the  Acquisition  may specify.  Upon surrender of a Certificate  for
acquisition to SEER, together with such letter of transmittal, duly and properly
executed,  the  holder of such  Certificate  shall be  entitled  to  receive  in
exchange  therefore  a  certificate  representing  that number of shares of SEER
Common Stock set forth on Schedule  1.02(b),  together  with any  dividends  and
other  distributions  payable  as  provided  in  Section  1.04  hereof,  and the
Certificate so surrendered  shall be canceled and re-issued in the name of SEER.
Until surrendered as contemplated by this Section 1.03, each Certificate  shall,
at and after the Closing, be deemed to represent only the right to receive, upon
surrender of such Certificate, SEER Common Stock as contemplated by this Section
1.03, together with any dividends and other distributions payable as provided in
Section  1.04,  and the  holders  thereof  shall  have no rights  whatsoever  as
stockholders  of SEER.  Shares of SEER Common  Stock  issued in the  Acquisition
shall be issued, and be deemed to be outstanding,  at the time of Closing.  SEER
shall  cause  all such  shares  of SEER  Common  Stock  issued  pursuant  to the
Acquisition to be duly authorized, validly issued, fully paid and non-assessable
and not subject to preemptive rights.

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

         (c) In the event  any  Certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such  Certificate  to be lost,  stolen or destroyed and upon the posting by such
person of a bond in such amount as SEER may  reasonably  direct as an  indemnity
against any claim that may be made against it with respect to such  Certificate,
SEER will issue in respect of such lost, stolen or destroyed  Certificate one or
more  certificates  representing  shares of SEER Common Stock as contemplated by
this  Section  1.03 and such person  shall be entitled to the dividend and other
distribution rights provided in Section 1.04 hereof.

         (d) If any Certificates  shall not have been surrendered prior to three
years after the Closing (or immediately  prior to such earlier date on which any
payment in respect hereof would otherwise  escheat or become the property of any
governmental  unit or agency),  the  opportunity  for exchange will lapse and no
longer be an obligation of SEER.

         (e)  SEER  shall  be   entitled  to  deduct  and   withhold   from  the
consideration  otherwise  payable  pursuant to this Agreement to any holder of a
Certificate  surrendered  for  shares of SEER  Common  Stock (and  dividends  or

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distributions  with respect to SEER Common Stock as contemplated by Section 1.04
hereof) such amount as SEER is required to deduct and  withhold  with respect to
the making of such payment under the Code, or provisions of any state,  local or
foreign tax law. To the extent that amounts are so deducted and  withheld,  such
amounts shall be treated for all purposes of this  Agreement as having been paid
to the holder of such Certificate.

SECTION 1.04.     DIVIDENDS AND DISTRIBUTIONS.

         No  dividends or other  distributions  declared or made with respect to
SEER Common  Stock with a record  date on or after the Closing  shall be paid to
the holder of a  Certificate  entitled by reason of the  Acquisition  to receive
certificates  representing  SEER Common Stock until such holder  surrenders such
Certificate as provided in Section 1.03 hereof. Upon such surrender, there shall
be paid by SEER to the person in whose name certificates  representing shares of
SEER Common Stock shall be issued pursuant to the terms of this Article I (i) at
the time of the surrender of such  Certificate,  the amount of any dividends and
other distributions theretofore paid with respect to that number of whole shares
of such SEER Common Stock represented by such surrendered  Certificate  pursuant
to the terms of this  Article I, which  dividends or other  distributions  had a
record date on or after the Closing and a payment  date prior to such  surrender
and (ii) at the  appropriate  payment  date,  the amount of dividends  and other
distributions payable with respect to that number of whole shares of SEER Common
Stock represented by such surrendered  Certificate pursuant to the terms of this
Article I, which dividends or other distributions have a record date on or after
the Closing and a payment date subsequent to such surrender.




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<PAGE>

SECTION 1.05.     DIRECTORS.

         Subject to applicable law, the directors of REGS  immediately  prior to
the Closing  shall be the initial  directors  of SEER,  in addition to retaining
their  respective  positions in REGS and  Tactical,  and shall hold office until
their  respective  successors are duly elected and  qualified,  or their earlier
death,  resignation  or removal,  in accordance  with  applicable law and SEER's
certificate of  incorporation  and bylaws.  Immediately  after the Closing,  the
pre-acquisition  directors  of  SEER  shall  resign  and the  directors  of REGS
immediately  prior to the Closing shall be elected as the directors of SEER. The
directors of SEER prior to the Closing shall remain entitled to  indemnification
for acts and  omissions  prior to the  Closing to the fullest  extent  permitted
under  Nevada law and the  certificate  of  incorporation  and bylaws of SEER in
effect prior to the Closing.

SECTION 1.06.     OFFICERS.

         The  officers of REGS  immediately  prior to the  Closing  shall be the
initial officers of SEER and shall hold office until their respective successors
are duly elected and qualified, or their earlier death,  resignation or removal.
Immediately  after the  Closing,  the  officers  of SEER  shall  resign  and the
officers of REGS  immediately  prior to the Closing  shall be  appointed  as the
officers  of SEER.  The  officers  of SEER  prior to the  Closing  shall  remain
entitled to  indemnification  for acts and omissions prior to the Closing to the
fullest extent  permitted under Nevada law and the certificate of  incorporation
and bylaws of SEER in effect prior to the Closing.

SECTION 1.07.     NO LIABILITY.

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

                                   ARTICLE II
                                   THE CLOSING

SECTION 2.01.     CLOSING.

         Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant to Article VIII,  and
subject to the  satisfaction  or waiver of the  conditions  set forth in Article
VII, the closing of the Acquisition  (the "Closing") shall take place on January
9,  2008 or as  soon  thereafter  as the  conditions  in  Article  VII has  been
satisfied  or  waived  (but in no event on  written  notice of less than two (2)
business  days)  after  all of the  conditions  set  forth  in  Article  VII are
satisfied or, to the extent permitted hereunder, waived, at the offices of REGS,
located at 7801  Brighton  Road,  Commerce  City 80022 or at such other time and
place as may be agreed to in writing  by the  parties  hereto  (the date of such
Closing being referred to as the "Closing Date").

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<PAGE>

                                  ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF ICG AND SEER

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

SECTION 3.01.     ORGANIZATION OF ICG AND SEER; AUTHORITY.

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

SECTION 3.02.     CAPITALIZATION.

         The authorized  capital stock of SEER consists of 70,000,000  shares of
SEER Common Stock of which 3,507,252  shares are outstanding on the date hereof.
After giving effect to the Reverse Stock Split, the authorized  capital stock of
SEER at the closing  hereof shall  consist of  70,000,000  shares of SEER Common
Stock, of which 876,813 shares (as a result of the Reverse Stock Split) shall be
issued and  outstanding.  No other  shares of any other  class or series of SEER
Common Stock or securities  exercisable or convertible  into or exchangeable for
SEER Common Stock ("SEER Common Stock  Equivalents")  are authorized,  issued or
outstanding.  The  outstanding  shares  of SEER  Common  Stock  have  been  duly
authorized and validly issued and are fully paid and non-assessable and were not
issued in violation of, and are not subject to, any preemptive,  subscription or
similar rights.  To SEER's  knowledge,  none of the  outstanding  shares of SEER
Common Stock was issued in violation of any Law,  including without  limitation,
federal and state securities laws. There are no outstanding  warrants,  options,
subscriptions, calls, rights, agreements, convertible or exchangeable securities
or other commitments or arrangements  relating to the issuance,  sale, purchase,
return or  redemption,  and,  to SEER's  knowledge,  voting or  transfer  of any

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<PAGE>

shares,  whether  issued or unissued,  of SEER Common  Stock,  SEER Common Stock
Equivalents or other securities of SEER. On the Closing Date, the shares of SEER
Common Stock for which shares of REGS Ownership  Interests shall be exchanged in
the Acquisition will have been duly authorized and, when issued and delivered in
accordance  with this  Agreement,  such  shares of SEER  Common  Stock,  will be
validly issued, fully paid, and nonassessable.

SECTION 3.03.     NO VIOLATION; CONSENTS AND APPROVALS.

         The execution and delivery by ICG & SEER of the  Transaction  Documents
does not,  and the  consummation  of the  transactions  contemplated  hereby and
thereby and compliance with the terms hereof and thereof will not, conflict with
or result in any  violation  of or default  (or an event  which,  with notice or
lapse of time or both,  would  constitute  a default)  under,  (a) the terms and
conditions or provisions of the certificate of  incorporation  or by-laws of ICG
or any SEER Subsidiary, (b) any Law applicable to ICG or SEER or the property or
assets  of SEER or (c) give rise to any right of  termination,  cancellation  or
acceleration  under,  or  result  in the  creation  of any Lien  upon any of the
properties  of SEER under any Contract to which SEER is a party or by which SEER
or any assets of SEER may be bound,  except, in the case of clauses (b) and (c),
for such  conflicts,  violations or defaults which are set forth in Section 3.04
of the SEER Disclosure  Schedule and as to which  requisite  waivers or consents
will have been obtained  prior to the Closing or which,  individually  or in the
aggregate,  would  not have a SEER  Material  Adverse  Effect.  No  Governmental
Approval is required to be obtained or made by or with respect to ICG or SEER in
connection with the execution and delivery of this Agreement or the consummation
by ICG and SEER of the transactions contemplated hereby.

SECTION 3.04.     LITIGATION; COMPLIANCE WITH LAWS.

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

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

                                       -7-
<PAGE>

                                   ARTICLE IV
  REPRESENTATIONS AND WARRANTIES OF RGS, LLC AND TACTICAL CLEANING COMPANY, LLC

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule delivered by REGS to SEER prior to the execution of this Agreement (the
"REGS Disclosure Schedule"),  REGS and Tactical represent and warrant to SEER as
follows:

SECTION 4.01.     ORGANIZATION OF REGS; AUTHORITY.

         REGS and  Tactical  are Limited  Liability  Companies  duly  organized,
validly  existing and in good  standing  under the laws of the State of Colorado
and have all  requisite  power  and  authority  to  enter  into the  Transaction
Documents,  to consummate the transactions  contemplated  hereby and thereby, to
own, lease and operate their properties and to conduct business.  Subject to the
receipt of interest holder approval by REGS and Tactical, and the Acquisition of
REGS and Tactical by SEER and the execution, delivery and performance by REGS of
the Transaction Documents and the consummation of the transactions  contemplated
hereby and thereby,  shall have been duly authorized by all necessary  action on
the part of REGS, including,  without limitation, the approval of the then board
of directors or managing  members of REGS. The  Transaction  Documents have been
duly  executed  and  delivered  by  REGS  &  Tactical  and,  assuming  that  the
Transaction Documents constitute a valid and binding obligation of SEER and ICG,
constitute  a valid  and  binding  obligation  of REGS  and  Tactical.  REGS and
Tactical are each duly qualified or licensed to do business as a foreign LLC and
each is in good  standing in every  jurisdiction  in which the  property  owned,
leased or operated  by it or the nature of the  business  conducted  by it makes
such  qualification   necessary,   except  where  the  failure  to  obtain  such
qualification  or license would not,  individually  or in the aggregate,  have a
Material Adverse Effect. REGS has heretofore delivered or made available to SEER
complete and correct copies of the articles of organization  and by-laws of REGS
and Tactical,  and the minute books and ownership  interest  transfer records of
the  LLC's,  as in effect  as of the date of this  Agreement.  Neither  REGS nor
Tactical are in violation of their organizational documents.

SECTION 4.02.     CAPITALIZATION.

         (a) The authorized and outstanding ownership interests of REGS shall be
equivalent  to  18,282,630  shares  (pre  reverse  split) of common  stock after
Acquisition  of REGS by  SEER.  All of the  outstanding  interests  of REGS  and
Tactical are validly issued,  fully paid and  non-assessable.  To their managing
member's  knowledge,  none of the  outstanding  ownership  interests  of REGS or
Tactical or other  securities of such  companies has been issued in violation of
any Law, including, without limitation, state and federal securities laws. There
are no Liens on or with  respect to any  outstanding  interest of either REGS or
Tactical.

         (b)  Other  than as  listed  on  Schedule  4.02,  no  outstanding:  (i)
securities  convertible into or exchangeable  for REGS interests;  (ii) options,
warrants or other rights to purchase or subscribe for REGS  interests;  or (iii)
contracts, commitments,  agreements,  understandings or arrangements of any kind
relating  to the  issuance  of any  REGS  interests,  any  such  convertible  or
exchangeable  securities  or any such options,  warrants or rights.  There is no
outstanding  right,  option  or  other  agreement  of any  kind to  purchase  or
otherwise to receive from REGS,  or any holder of REGS  Tactical,  any ownership

                                       -8-
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interest in REGS or, and there is no  outstanding  right or security of any kind
convertible into any such ownership interest. To REGS's knowledge,  there are no
voting  trusts,  proxies or other  similar  agreements  or  understandings  with
respect  to  the  REGS  interests.  There  are  no  obligations,  contingent  or
otherwise,  of REGS to repurchase,  redeem or otherwise acquire any interests of
REGS or to  provide  funds  to or make  any  investment  (in the form of a loan,
capital contribution or otherwise) in any other Person. There are no accrued and
unpaid dividends with respect to any outstanding interests of REGS.

SECTION 4.03.     NO VIOLATION; CONSENTS AND APPROVALS.

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

SECTION 4.04.     LITIGATION; COMPLIANCE WITH LAWS.

         (a) Except as would not have a Material Adverse Effect,  there are: (i)
no claims,  actions,  suits,  investigations  or proceedings  pending or, to the
knowledge  of REGS,  threatened  against,  relating to or  affecting  REGS,  its
business,  its assets,  or any  employee,  officer,  director,  stockholder,  or
independent  contractor of REGS in their  capacities as such, and (ii) no orders
of any Governmental  Entity or arbitrator are outstanding  against REGS or , its
business,  its assets,  or any  employee,  officer,  director,  stockholder,  or
independent  contractor  of REGS in  their  capacities  as such,  or that  could
prevent or enjoin,  or delay in any respect,  consummation  of the  transactions
contemplated  hereby.  Section 4.04 of the REGS Disclosure  Schedule  includes a
description  of  all  claims,  actions,  suits,  investigations  or  proceedings
involving REGS, its business,  its assets, or any employee,  officer,  director,
interest holder or independent  contractor of REGS in their  capacities as such.
REGS has reached  agreement  to rescind its  transaction  with  Redrock and such
rescission will be settled and completed prior to or concurrent with Closing, or
with conditions acceptable to SEER at Closing.

         (b)  Except  as would  not have a  Material  Adverse  Effect,  REGS has
complied and is in compliance in all material  respects with all Laws applicable
to REGS and the  business  or  assets.  REGS has not  received  notice  from any
Governmental  Entity or other Person of any material violation of Law applicable

                                       -9-
<PAGE>

to REGS,  its  business or its assets.  REGS has obtained and holds all required
Licenses  (all of which  are in full  force  and  effect)  from  all  Government
Entities applicable to it, its business or its assets. No violations are or have
been recorded in respect of any such License and no  proceeding is pending,  or,
to the knowledge of REGS threatened to revoke or limit any such License.

                                   ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                        BUSINESS PENDING THE ACQUISITION

SECTION 5.01.     CONDUCT OF THE BUSINESS PENDING THE ACQUISITION.

         (a) During the period from the date of this  Agreement  and  continuing
until the  Closing,  SEER  agrees  that SEER  shall not  engage in any  business
whatsoever  other than in connection with the  consummation of the  transactions
contemplated by this Agreement, and shall use commercially reasonable efforts to
preserve  intact its business and assets,  maintain its assets in good operating
condition and repair  (ordinary wear and tear excepted),  retain the services of
its  officers,   employees  and  independent   contractors  and  use  reasonable
commercial  efforts  to keep in full force and effect  liability  insurance  and
bonds  comparable in amount and scope of coverage to that  currently  maintained
with respect to its business,  unless,  in any case, REGS consents  otherwise in
writing.

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

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

                  (i)  They  shall  not  amend  nor   propose  to  amend   their
         certificate of  incorporation,  articles of  organization or by-laws or
         equivalent  organizational  documents  except as  contemplated  in this
         Agreement.

                  (ii) They shall not issue,  deliver,  sell,  redeem,  acquire,
         authorize  or  propose  to issue,  deliver,  sell,  redeem,  acquire or
         authorize,  any shares of its capital stock of any class, any ownership
         interests or any securities  convertible into, or any rights,  warrants
         or options to acquire,  any such shares or  convertible  securities  or
         other ownership interest, provided that: (1) SEER shall be permitted to
         issue the  shares of SEER  Common  Stock to be issued to REGS  interest
         holders  hereunder,  and (2) each  party  shall be  permitted  to issue
         shares of its  common  stock or  ownership  interests  pursuant  to the

                                      -10-
<PAGE>

         exercise of stock options,  warrants and other  convertible  securities
         outstanding  as of the date  hereof and  listed on the REGS  Disclosure
         Schedule or the SEER Disclosure Schedule, as the case may be.

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

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

                  (v) They  shall  promptly  advise  the other  party  hereto in
         writing  of any  change  in the  condition  (financial  or  otherwise),
         operations  or  properties,  businesses  or business  prospects of such
         party or any of their  subsidiaries  which  would  result in a Material
         Adverse Effect.

                  (vi)  They  shall  not  permit  to  occur  any (1)  change  in
         accounting  principles,  methods or  practices,  investment  practices,
         claims,   payment  and  processing   practices  or  policies  regarding
         inter-company  transactions,  (2)  incurrence  of  Indebtedness  or any
         commitment  to  incur  Indebtedness,  any  incurrence  of a  contingent
         liability, Contingent Obligation or other liability of any type, except
         for,  with  respect  to REGS,  other  than  obligations  related to the
         acquisition of Inventory in the ordinary course of business  consistent
         with past practices,  (3) cancellation of any debt or waiver or release
         of any contract, right or claim, except for cancellations,  waivers and
         releases in the ordinary  course of business  consistent  with its past
         practice which do not exceed  $50,000 in the aggregate,  (4) amendment,
         termination  or revocation  of, or a failure to perform  obligations or
         the  occurrence  of any default  under,  (a) any  contract or agreement
         (including,  without  limitation,  leases)  to which they are or, as of
         January 3, 2007,  were a party,  other than in the  ordinary  course of
         business  consistent  with  past  practice,  or (b)  any  License,  (5)
         execution of termination,  severance or similar  agreements with any of
         their officers, directors, employees, agents or independent contractors
         or (6)  entering  into any  leases of real  property  or  agreement  to
         acquire real property.

SECTION 5.02.     NO ACTION.

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

                                      -11-
<PAGE>

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

SECTION 6.01.     PREPARATION OF NOTICE TO REGS INTEREST HOLDERS.

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

SECTION 6.02.     ACCESS TO INFORMATION.

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

SECTION 6.03.      NO SHOP; ACQUISITION PROPOSALS

         From the date hereof  until the Closing or the earlier  termination  of
this Agreement,  neither REGS nor SEER shall, nor shall they authorize or permit
any of their respective officers,  directors or employees or Subsidiaries or any
investment   banker,   financial   advisor,   attorney,   accountant   or  other
representative  retained by it to, solicit,  initiate or encourage (including by
way of  furnishing  information),  or take any other action to  facilitate,  any
inquiries or the making of any proposal which constitutes,  or may reasonably be
expected  to lead  to,  any  Takeover  Proposal  (as  hereinafter  defined),  or
negotiate with respect to, agree to or endorse any Takeover  Proposal (except in
any case if the board of directors or special  committee of SEER or REGS, as the
case may be,  determines  in good faith,  based upon the written  opinion of its
outside legal  counsel,  that the failure to do so would  constitute a breach of
the  fiduciary  duties of the  SEER's or REGS's  board of  directors  or special
committee,  as the case may be, to its stockholders  under applicable law). REGS
shall promptly  advise SEER and SEER shall promptly advise REGS, as the case may

                                      -12-
<PAGE>

be,  orally and in writing of any such  inquiries  or  proposals  and shall also
promptly advise SEER or REGS, as the case may be, of any developments or changes
regarding such inquiries or proposals. REGS and SEER shall immediately cease and
cause to be terminated any existing discussions or negotiations with any persons
(other  than  REGS,  SEER and ICG)  conducted  heretofore  with  respect  to any
Takeover  Proposal.  REGS and SEER agree not to release (by waiver or otherwise)
any  third  party  from the  provisions  of any  confidentiality  or  standstill
agreement to which REGS or SEER is a party to.

SECTION 6.04.     LEGAL CONDITIONS TO ACQUISITION; REASONABLE EFFORTS.

         Each of REGS and SEER shall take all  reasonable  actions  necessary to
comply promptly with all legal  requirements which may be imposed on itself with
respect  to the  Acquisition  and  will  promptly  cooperate  with  and  furnish
information to each other in connection with any such requirements  imposed upon
any of them or any of their  Subsidiaries  in connection  with the  Acquisition.
Each of REGS and SEER will take all reasonable  actions necessary to obtain (and
will cooperate with each other in obtaining) any consent,  authorization,  order
or approval of, or any exemption by, any Governmental  Entity or other public or
private third party,  required to be obtained or made by REGS, or SEER or ICG in
connection with the Acquisition or the taking of any action contemplated thereby
or by this Agreement.

SECTION 6.05.     PUBLIC ANNOUNCEMENTS AND FILINGS.

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

SECTION 6.06.     TAX TREATMENT.

         SEER  and  REGS  shall  each  report  the  Acquisition  as  a  tax-free
contribution  to a  controlled  corporation  or in any manner as further  agreed
after consultation with their respective financial advisors, and shall not take,
and shall use commercially reasonable efforts to prevent any of their respective
Subsidiaries  or  affiliates  from taking,  any actions  that could  prevent the
Acquisition from qualifying,  as tax free under the provisions of Section 351 of
the Code.

SECTION 6.07.     TAX MATTERS.

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

         (b) From the date hereof  until the Closing or the earlier  termination
of this  Agreement,  without the prior written  consent of the other party or if
required in the opinion of counsel,  neither  SEER nor REGS shall make or change
any election, change an annual accounting period, adopt or change any accounting
method,  file any amended Tax Return,  enter into any closing agreement,  settle

                                      -13-
<PAGE>

any Tax  claim or  assessment  relating  to it,  surrender  any right to claim a
refund of Taxes,  consent to any  extension or waiver of the  limitation  period
applicable  to any Tax  claim or  assessment  relating  to it, or take any other
action relating to the filing of any Tax Return or the payment of any Tax.

SECTION 6.08.     SUPPLEMENTS TO SCHEDULES.

         Prior to the  Closing,  REGS will  supplement  or amend the  disclosure
schedule  with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such disclosure schedule. No supplement to or amendment of
the  disclosure  schedule  made pursuant to this SECTION 6.08 shall be deemed to
cure any breach of any  representation or warranty made in this Agreement unless
the other parties  hereto  specifically  agree thereto in writing.  Prior to the
Closing,  SEER may supplement or amend its  disclosure  schedule with respect to
any matter which, if existing or occurring at the date of this Agreement,  would
have been required to be set forth or described in such disclosure schedule.  No
supplement  to or amendment of the  disclosure  schedule  made  pursuant to this
SECTION  6.08  shall be  deemed  to cure any  breach  of any  representation  or
warranty made in this  Agreement  unless the other parties  hereto  specifically
agree thereto in writing.

SECTION 6.09. BOARD MEMBERSHIP

         ICG shall have the  irrevocable  right to  designate a Board member who
will be appointed to SEER's Board post-Acquisition and post-closing,  which will
have a total of no more than seven members,  at least three (3) of whom shall be
an "independent director" as defined by the AMEX listing requirements.

                                  ARTICLE VII
                          CONDITIONS OF THE ACQUISITION

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

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

         (a) Ownership  Interest/Stockholder Approval. This Agreement shall have
been  duly  adopted  and  approved  by  the  holders  of (i) a  majority  of the
outstanding  REGS ownership  interests;  and (ii) a majority of the  outstanding
shares of capital stock of SEER.

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

                                       -14-
<PAGE>

SECTION 7.02.     ADDITIONAL CONDITIONS OF OBLIGATIONS OF SEER.

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

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

         (b)  PERFORMANCE OF  OBLIGATIONS OF REGS.  REGS shall have performed in
all material  respects all  conditions,  covenants,  agreements and  obligations
required to be performed  by it under this  Agreement at or prior to the Closing
Date.

         (c) NO MATERIAL  ADVERSE  CHANGE TO REGS.  From the date hereof through
and including the time of Closing, no event shall have occurred which would have
a REGS Material Adverse Effect.

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

         (e) NO GOVERNMENTAL  ORDER OR OTHER PROCEEDING OR LITIGATION.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (f) DISSENTERS' RIGHTS.  Holders of not more than 10% of the aggregated
amount of REGS ownership  interests shall have elected to exercise any appraisal
rights or similar  rights within the law of the State of Colorado,  which demand
was not withdrawn or terminated as of the Closing Date.

         (g)  REGS  INDEBTEDNESS.  Other  than  noted  on  the  REGS  Disclosure
Schedule,  all  outstanding  Indebtedness,   except  trade  payables,   ordinary
equipment  financing,  ordinary  revolving  factoring  debt, and certain Redrock
indebtedness incurred in connection to the rescission  (Indebtedness) shall have
been fully paid and/or a settlement  in shares to be issued at the Closing shall
have been  agreed  to and ICG and SEER  shall  have  received  evidence  of such
repayment or agreement in form and substance reasonably  satisfactory to ICG and
SEER.  REGS can agree to the issuance of up to 659,515  common shares of SEER to
debt  holders to settle  the  Indebtedness  and such  shares are to be issued at
closing (or reasonably shortly thereafter).

                                       -15-
<PAGE>

         (h)   DELIVERIES.

         At the Closing, REGS shall have delivered to SEER:

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

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

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

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

SECTION 7.03.     ADDITIONAL CONDITIONS OF OBLIGATIONS OF REGS.

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

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

         (b) PERFORMANCE OF OBLIGATIONS OF ICG AND SEER. ICG and SEER shall have
performed in all material  respects all  conditions,  covenants,  agreements and
obligations required to be performed by them under this Agreement at or prior to
the Closing Date.

         (c) NO MATERIAL  ADVERSE  CHANGE TO SEER.  From the date hereof through
and including the time of Closing, no event shall have occurred which would have
a SEER Material Adverse Effect.

                                      -16-
<PAGE>

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

         (e) NO GOVERNMENTAL  ORDER OR OTHER PROCEEDING OR LITIGATION.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (f) REVERSE  STOCK SPLIT AND NAME CHANGE.  The Reverse Stock Split on a
one-for-4 basis and Name Change of SEER has been consummated and is effective to
Strategic Environmental & Energy Resources, Inc.

         (g) DELIVERIES.

         At the Closing, SEER shall have delivered to REGS:

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

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

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

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

                                       -17-
<PAGE>

                                  ARTICLE VIII
                                   TERMINATION

SECTION 8.01.     TERMINATION.

         This  Agreement may be terminated at any time prior to the Closing,  by
ICG, SEER or REGS as set forth below:

         (a) by mutual consent of the boards of directors of ICG, SEER and REGS;
or

         (b) by SEER upon written  notice to REGS,  if: (A) any condition to the
obligation  of SEER to  close  contained  in  Article  VII  hereof  has not been
satisfied  by January  31,  2008 (the "End Date")  (unless  such  failure is the
result of SEER' breach of any of its representations,  warranties,  covenants or
agreements  contained  herein) or (B) the SEER  stockholders  do not approve the
Acquisition; or

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

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

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

SECTION 8.02.     FEES AND EXPENSES.

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

                                   ARTICLE IX
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

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

                                       -18-
<PAGE>


                                   ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01.    NOTICES.

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

         if to ICG  & SEER to:

                           INFINITY CAPITAL GROUP, INC.

                           80 Broad St., 5th Floor
                           New York, NY 10004
                           Attention:
                           Fax: (212) 962-4422

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

            if to REGS, to:

                           REGS, LLC
                           Attention:   J. John Combs III
                           7801 Brighton Road
                           Commerce City, CO  80022
                           Fax:  (303) 295-6498

                           with a copy to (which shall not constitute notice):

                           Christopher H. Dieterich, Esq.
                           Dieterich & Mazarei
                           11300 West Olympic Boulevard, Suite 800
                           Los Angeles, California 90064

or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.

                                      -19-
<PAGE>

SECTION 10.02.    AMENDMENT; WAIVER.

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

SECTION 10.03.    SUCCESSORS AND ASSIGNS.

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

SECTION 10.04.    GOVERNING LAW.

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

SECTION 10.05.    WAIVER OF JURY TRIAL.

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

SECTION 10.06.    CONSENT TO JURISDICTION.

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

SECTION 10.07.    COUNTERPARTS; EFFECTIVENESS.

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

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

         Except as expressly  provided  herein,  this  Agreement  (including the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person  other than the  parties  hereto any rights or  remedies  hereunder.  The

                                      -20-
<PAGE>

parties  hereby  acknowledge  that no person  shall have the right to acquire or
shall be deemed to have acquired  shares of common stock or ownership  interests
of the other party pursuant to the Acquisition until consummation thereof.

SECTION 10.09.    HEADINGS.

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

SECTION 10.10.    NO STRICT CONSTRUCTION.

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

SECTION 10.11.    SEVERABILITY.

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

                                   ARTICLE XI
                                   DEFINITIONS

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

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

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

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

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

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

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

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

                                      -21-
<PAGE>

         "Contingent  Obligation"  as to any Person  shall mean the undrawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.

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

         "Conversion  Amount"  shall  mean one share of SEER  stock for one REGS
ownership  interest;  the  total  amount  issued  upon  conversion  shall  equal
18,282,630 shares of SEER Common Stock.

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

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

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

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued

                                      -22-
<PAGE>

liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such Person to pay any  discount,  interest,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectibility)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates,  currency  exchange  rates,  commodities or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such Person's  ownership  interest in or other  relationship with such
entity,  except to the extent that the terms of such  Indebtedness  provide that
such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.

         "Interest"  shall  refer to a Limited  Liability  Company  Interest  as
defined in the context of a sentence,  and "Interest Holder" will be a holder of
that Interest

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

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

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

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

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

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

         "REGS"  shall  have  the  meaning  set  forth in the  preamble  to this
Agreement and will  constitute the combination of Tactical and REGS for purposes
of this Agreement

                                      -23-
<PAGE>

         "Resource  Environmental  Group  Services"  shall  mean  REGS,  LLC,  a
Colorado limited liability company.

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

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

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

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

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

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

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

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

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

          "Tactical" shall mean Tactical Cleaning Company, LLC"

          "Transaction Documents" shall mean this Agreement

                                      -24-
<PAGE>


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

                          INFINITY CAPITAL GROUP, INC.


                           By: /s/Gregory H. Laborde
                              --------------------------------------------------
                                Name: Gregory H. Laborde
                                Title: President


                           STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC.


                           By: /s/Gregory H. Laborde
                              -----------------------------------------
                                Name: Gregory H. Laborde
                                Title: President


                           REGS, LLC


                           By:  /s/J. John Combs
                                ------------------------------------------------
                                Name: J. John Combs
                                Title: V.P.



                           TACTICAL CLEANING COMPANY, LLC


                           By:  /s/J. John Combs
                                ------------------------------------------------
                                Name: J. John Combs
                                Title: V.P.




                                      -25-
<PAGE>


REGS/TACTICAL CAPITALIZATION SHEET

Cardillo Enterprises, Inc.                                7,216,315  0.394709
J. John Combs III                                         7,216,315  0.394709
Private Investment Partners/ Steve Bathgate               1,050,000  0.057432
Russ Coburn                                                 100,000  0.00547
Chris Dieterich                                             200,000  0.010939
Nigel Hunter                                              1,250,000  0.068371
Ahmed Al-Neama                                            1,250,000  0.068371
                                                        ------------
Total Shares Outstanding                                 18,282,630

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


            REGS         Park Western Lease 358602                   10,131.85
            REGS         Park Western Lease 358603                   16,886.41
            REGS         Park Western Lease 358604                   18,288.73
            REGS         Marlin Lease 001-0185486-002                 7,031.71
            REGS         Marlin Lease 001-0185486-003                10,754.24
                                                             ------------------
                                        TOTAL CAPITAL LEASES         98,381.13


NOTES PAYABLE
            REGS         Horizon Bank 15                            447,925.14
            REGS         Horizon Bank 25                              7,607.53
            REGS         John Deere                                  16,743.73
            REGS         Infinity Capital                            50,000.00
            REGS         Jamie Temple                                90,793.30
            REGS         Steve Bathgate                             100,000.00
            REGS         GMAC 46679                                     775.98
            REGS         GMAC 47250                                     775.98
            REGS         GMAC 05440                                   5,222.18
            REGS         GMAC 73168                                   3,229.24
            TCC          Wells Fargo                                103,636.63
            REGS         Redrock                                  1,070,000.00
                                                             ------------------
                                         TOTAL NOTES PAYABLE      1,896,709.71


                                      -26-