Exhibit 10.1

                          AGREEMENT AND PLAN OF MERGER

                                 BY AND BETWEEN

                         COMLINK COMMUNICATIONS COMPANY,

                             USAS ACQUISITION, INC.,

                                       AND

                           USA SUPERIOR ENERGY, INC.,











                                JANUARY 16, 2007










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                                TABLE OF CONTENTS


<S>               <C>                                                                                            <C>
ARTICLE I         DEFINITIONS....................................................................................1


ARTICLE II        TRANSACTIONS; TERMS OF MERGER; MANNER OF CONVERTING SHARES.....................................5

         2.1      Merger.........................................................................................5

         2.2      Time and Place of Closing......................................................................5

         2.3      Effective Time.................................................................................5

         2.4      Charter........................................................................................5

         2.5      Bylaws.........................................................................................5

         2.6      Directors and Officers.........................................................................5

         2.7      Conversion of Shares...........................................................................5

         2.8      Exchange of Shares.............................................................................6

         2.9      Rights of Former SUPERIOR Stockholders.........................................................6

         2.10     Legending of Shares............................................................................7

         2.11     Fractional Shares..............................................................................7

         2.12     Lost, Stolen or Destroyed Certificates.........................................................7



ARTICLE III       REPRESENTATIONS AND WARRANTIES OF CMCI AND PURCHASER...........................................7

         3.1      Organization; Standing and Power...............................................................7

         3.2      Authorization; Enforceability..................................................................8

         3.3      No Violation or Conflict.......................................................................8

         3.4      Consents of Governmental Authorities and Others................................................8

         3.5      Conduct of Business............................................................................8

         3.6      Litigation.....................................................................................9

         3.7      Brokers........................................................................................9

         3.8      Compliance.....................................................................................9

         3.9      Charter, Bylaws and Corporate Records.........................................................10

         3.10     Subsidiaries and Investments..................................................................10

         3.11     Capitalization................................................................................10

         3.12     Rights, Warrants, Options.....................................................................10


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         3.13     Commission Filings and Financial Statements...................................................11

         3.14     Absence of Undisclosed Liabilities............................................................11

         3.15     Real Property.................................................................................11

         3.16     List of Accounts and Proxies..................................................................11

         3.17     Personnel.....................................................................................11

         3.18     Employment Agreements and Employee Benefit Plans..............................................12

         3.19     Tax Matters...................................................................................12

         3.20     Material Agreements...........................................................................14

         3.21     Guaranties....................................................................................15

         3.22     Absence of Certain Business Practices.........................................................15

         3.23     Disclosure....................................................................................15



ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF SUPERIOR....................................................15

         4.1      Organization..................................................................................15

         4.2      Authorization; Enforceability.................................................................16

         4.3      No Violation or Conflict......................................................................16

         4.4      Consents of Governmental Authorities and Others...............................................16

         4.5      Brokers.......................................................................................16

         4.6      Charter, Bylaws and Corporate Records.........................................................16

         4.7      Subsidiaries and Investments..................................................................16

         4.8      Capitalization................................................................................17

         4.9      Rights, Warrants, Options.....................................................................17



ARTICLE V         ADDITIONAL AGREEMENTS.........................................................................17

         5.1      Survival of the Representations and Warranties................................................17

         5.2      Investigation.................................................................................17

         5.3      Indemnification...............................................................................18

         5.4      Indemnity Procedure...........................................................................18



ARTICLE VI        CLOSING; DELIVERIES; CONDITIONS PRECEDENT.....................................................19

         6.1      Closing; Effective Date.......................................................................19

         6.2      Deliveries....................................................................................19


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         6.3      Conditions Precedent to the Obligations of SUPERIOR...........................................21

         6.4      Conditions Precedent to the Obligations of CMCI...............................................22

         6.5      Best Efforts..................................................................................22

         6.6      Termination...................................................................................22



ARTICLE VII       COVENANTS.....................................................................................23

         7.1      General Confidentiality.......................................................................23

         7.2      Continuing Obligations........................................................................24

         7.3      Satisfaction of Certain Outstanding Payables..................................................24

         7.4      Tax Matters...................................................................................24



ARTICLE VIII      MISCELLANEOUS.................................................................................25

         8.1      Notices.......................................................................................25

         8.2      Entire Agreement; Incorporation...............................................................25

         8.3      Binding Effect................................................................................25

         8.4      Assignment....................................................................................26

         8.5      Waiver and Amendment..........................................................................26

         8.6      No Third Party Beneficiary....................................................................26

         8.7      Severability..................................................................................26

         8.8      Expenses......................................................................................26

         8.9      Headings......................................................................................26

         8.10     Other Remedies; Injunctive Relief.............................................................27

         8.11     Counterparts..................................................................................27

         8.12     Remedies Exclusive............................................................................27

         8.13     Jurisdiction and Venue........................................................................27

         8.14     Participation of Parties......................................................................27

         8.15     Further Assurances............................................................................28

         8.16     Publicity.....................................................................................28

         8.17     Restricted Share Position.................................................................... 28

         8.18     Share Capital................................................................................ 28

         8.19     Private Offering..............................................................................28

         8.20     Use of Offering Proceeds......................................................................28

         8.21     Investor Relations............................................................................29

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                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of January 16,
2007,  by and among USA SUPERIOR  ENERGY,  INC., an Delaware  Corporation  ("USA
Superior Energy, Inc.");  COMLINK  COMMUNICATIONS  COMPANY, a Nevada corporation
("CMCI");  CMCI  and  USAS  ACQUISITION,   INC.,  a  Colorado  corporation  (the
"Purchaser").

                              W I T N E S S E T H:

                                    PREAMBLE

         The  respective  Boards of Directors of CMCI and  Purchaser of SUPERIOR
are of the  opinion  that  the  transactions  described  herein  are in the best
interests of the parties to this  Agreement and their  respective  shareholders.
This Agreement  provides for the acquisition of SUPERIOR by CMCI pursuant to the
merger of Purchaser  with SUPERIOR.  At the effective  time of such merger,  the
outstanding  shares of the capital stock of SUPERIOR shall be converted into the
right to receive shares of the interest of CMCI. As a result,  the  shareholders
of SUPERIOR  shall  become  shareholders  of CMCI and  SUPERIOR  shall merge its
business and operations with a wholly owned subsidiary of CMCI (Purchaser).  The
transactions  described in this  Agreement  are subject to the  satisfaction  of
certain other conditions described in this Agreement. It is the intention of the
parties to this  Agreement that the Merger for federal income tax purposes shall
qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

         NOW,   THEREFORE,   in  consideration  of  the  above  and  the  mutual
warranties,  representations,  covenants,  and agreements set forth herein,  the
parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement shall have the meanings indicated below:

         "AFFILIATE"  shall mean with respect to a specified  Person,  any other
Person  which,  directly  or  indirectly  through  one or  more  intermediaries,
controls or is  controlled by or is under common  control with such Person,  and
without  limiting the generality of the foregoing,  includes,  with respect to a
Person (a) any other Person which  beneficially  owns or holds ten percent (10%)
or more of any Series of voting securities or other securities  convertible into
voting securities of such Person or beneficially owns or holds ten percent (10%)
or more of any other equity interests in such Person,  (b) any other Person with
respect to which such Person  beneficially  owns or holds ten  percent  (10%) or
more of any Series of voting  securities or other  securities  convertible  into
voting  securities of such Person, or owns or holds ten percent (10%) or more of
the equity interests of the other Person, and (c) any director or senior officer

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of such Person. For purposes of this definition,  the term "control" (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person,  whether through the ownership of voting  securities or
by contract or otherwise.

         "AGREEMENT"  shall mean this Agreement and Plan of Merger together with
all exhibits and schedules referred to herein,  which exhibits and schedules are
incorporated herein and made a part hereof.

         "CMCI" shall mean Comlink Communications Company, a Nevada corporation.

         "CMCI SHARES" shall mean the shares,  no par value per share,  of CMCI,
as further described in Section 3.11.

         "CERTIFICATES" shall have the meaning set forth in Section 2.8.

         "CLOSING" shall have the meaning set forth in Section 2.2.

         "CLOSING DATE" shall mean the date that the Closing takes place.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

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

         "CONSIDERATION  SHARES"  shall  have the  meaning  set forth in Section
2.7(c).

         "EFFECTIVE TIME" shall have the meaning set forth in Section 2.3.

         "EMPLOYEE  BENEFIT  PLANS"  shall have the meaning set forth in Section
3.18.

         "ENVIRONMENTAL LAWS" shall have the meaning set forth in Section 3.22.

         "ERISA" shall have the meaning set forth in Section 3.18.

          "FINANCIAL  STATEMENTS OF CMCI" shall mean (i) the  unaudited  balance
sheet and the unaudited statements of income, cash flow and retained earnings of
CMCI for the three (3) month  period  ended  September  30,  2006,  and (ii) the
audited  balance  sheet and the  audited  statements  of  income,  cash flow and
retained earnings of CMCI for the fiscal year ended December 31, 2005, including
in  each  such  case  any  related  notes,  each  prepared   according  to  GAAP
consistently applied with prior periods, except as set forth on Schedule 3.13.

         "GAAP" shall have the meaning set forth in Section 3.13.

         "GUARANTY" shall mean, as to any Person, all liabilities or obligations
of such Person,  with respect to any  indebtedness  or other  obligations of any
other Person, which have been guaranteed,  directly or indirectly, in any manner

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by such Person, through an agreement,  contingent or otherwise, to purchase such
indebtedness  or  obligation,  or to  purchase  or sell  property  or  services,
primarily  for the  purpose  of  enabling  the  debtor to make  payment  of such
indebtedness  or  obligation  or to  guarantee  the payment to the owner of such
indebtedness or obligation  against loss, or to supply funds to or in any manner
invest in the debtor.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5.4.

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5.4.

         "INTELLECTUAL PROPERTY" shall mean the rights to any patent, trademark,
copyright,  service mark,  invention,  software,  software  code,  trade secret,
technology, product, composition, formula, method or process.

         "INVESTMENTS"  shall mean,  with respect to any Person,  all  advances,
loans or  extensions  of credit to any other Person  (except for  extensions  of
credit to  customers  in the  ordinary  course of  business),  all  purchases or
commitments to purchase any stock, bonds, notes,  debentures or other securities
of any other Person,  and any other  investment  in any other Person,  including
partnerships or joint ventures (whether by capital contribution or otherwise) or
other similar arrangement (whether written or oral) with any Person,  including,
but not limited to,  arrangements  in which (i) the first Person shares  profits
and  losses of the other  Person,  (ii) any such  other  Person has the right to
obligate or bind the first Person to any third party,  or (iii) the first Person
may be  wholly  or  partially  liable  for  the  debts  or  obligations  of such
partnership, joint venture or other entity.

         "KNOWLEDGE" shall mean, in the case of any Person who is an individual,
knowledge that a reasonable  individual under similar  circumstances  would have
after such  investigation and inquiry as such reasonable  individual would under
such  similar  circumstances  make,  and in the case of a Person  other  than an
individual,  the knowledge that a senior officer or director of such Person,  or
any other Person having  responsibility  for the  particular  subject  matter at
issue of such Person,  would have after such  investigation  and inquiry as such
senior  officer,  director  or  responsible  Person  would  under  such  similar
circumstances make.

         "LAW" AND "LAWS" shall have the meaning set forth in Section 3.19.

         "LIABILITIES" shall have the meaning set forth in Section 3.14.

         "LITIGATION" shall have the meaning set forth in Section 3.6.

         "MATERIAL  ADVERSE  EFFECT"  shall mean any event or  condition  of any
character  which has had or could  reasonably  be  expected  to have a  material
adverse effect on the condition (financial or otherwise), results of operations,
assets, liabilities,  properties,  business or prospects of CMCI or SUPERIOR, as
applicable.

         "MATERIAL CMCI AGREEMENTS"  shall have the meaning set forth in Section
3.20.

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         "MERGER" shall have the meaning set forth in Section 2.1.

         "MERGER  CONSIDERATION"  shall  have the  meaning  set forth in Section
2.7(c).

         "OUTSTANDING  CMCI SHARES"  shall have the meaning set forth in Section
3.11.

         "OUTSTANDING  SUPERIOR  SHARES"  shall  have the  meaning  set forth in
Section 4.8.

         "PERIODIC REPORTS" shall have the meaning set forth in Section 3.13.

         "PERSON"  shall mean any natural  person,  corporation,  unincorporated
organization,  partnership,  association, limited liability company, joint stock
company,  joint  venture,  trust  or  government,  or any  agency  or  political
subdivision of any government or any other entity.

         "PURCHASER" shall mean USAS Acquisition, Inc., a Nevada corporation

         "PURCHASER DOCUMENTS" shall have the meaning set forth in Section 3.2.

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

         "SUBSIDIARY"  of any  Person  shall  mean any  Person,  whether  or not
capitalized,  in which such  Person  owns,  directly  or  indirectly,  an equity
interest  of more  than  fifty  percent  (50%),  or  which  may  effectively  be
controlled, directly or indirectly, by such Person.

         "SUPERIOR" shall mean USA Superior Energy, Inc., a Delaware Corp.

         "SURVIVING   CORPORATION"   shall  mean   Purchaser  as  the  surviving
corporation resulting from the Merger with Purchaser

         "TAX" AND "TAXES" shall have the meaning set forth in Section 3.19.

         "TAX RETURNS" shall have the meaning set forth in Section 3.19.

          "TRANSACTION" shall have the meaning set forth in Section 2.1.

         The words  "hereof",  "herein" and "hereunder" and the words of similar
import  shall  refer  to this  Agreement  as a whole  and not to any  particular
provision of this  Agreement.  The terms  defined in the  singular  shall have a
comparable meaning when used in the plural and vice versa.

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                                   ARTICLE II

           TRANSACTIONS; TERMS OF MERGER; MANNER OF CONVERTING SHARES

         2.1 MERGER.  Subject to the terms and conditions of this Agreement,  at
the Effective  Time,  Purchaser shall merge with SUPERIOR in accordance with the
provisions  of the Laws of the  States of  Colorado  and  Delaware  and with the
effect  provided  for therein  (the  "Merger").  As a result of the Merger,  the
separate corporate  existence of Purchaser and SUPERIOR shall cease and SUPERIOR
shall be the  Surviving  Corporation  resulting  from the  Merger  and shall and
remain a wholly owned  Subsidiary  of CMCI and shall  continue to be governed by
the laws of the State of Delaware,.  The Merger shall be consummated pursuant to
the  terms  of this  Agreement,  which  has been  approved  and  adopted  by the
respective Boards of Directors of Purchaser,  SUPERIOR and CMCI and, by CMCI, as
the sole shareholder of Purchaser, and by the shareholders of USA Superior, Inc.
After merger SUPERIOR shall be the sole wholly owned subsidiary of CMCI.

         2.2  TIME  AND  PLACE  OF  CLOSING.  The  closing  of the  transactions
contemplated  hereby (the  "Closing")  will take place at 10:00 A.M. on the date
that the  Effective  Time  occurs or at such other time as the  parties,  acting
through their authorized officers, may mutually agree. The Closing shall be held
over the telephone,  or at the offices of Michael A. Littman, 7609 Ralston Road,
Arvada,  CO 80002,  or at such other location as may be mutually  agreed upon by
the  parties.  Closing  will occur  through  exchange  of  documents  by Federal
Express, disbursement of cash, delivery of certificates and subsequent filing of
a Certificate of Merger in Delaware and Colorado, with Secretary of State.

         2.3 MERGER  EFFECTIVE  TIME. The Merger  contemplated by this Agreement
shall  become  effective on the date and at the time the  Certificate  of Merger
reflecting the Merger shall become  effective with the Secretary of State of the
States of Colorado and Delaware (the "Effective  Time").  The other transactions
contemplated  herein shall be effective  as soon as the  consideration  required
hereby has been delivered.

         2.4 CHARTER.  The Certificate of  Incorporation  of Purchaser in effect
immediately   prior  to  the  Effective   Time  shall  be  the   Certificate  of
Incorporation of the Surviving Corporation until duly amended or repealed.

         2.5 BYLAWS.  The Bylaws of Purchaser in effect immediately prior to the
Effective  Time  shall be the  Bylaws of the  Surviving  Corporation  until duly
amended or repealed.

         2.6  DIRECTORS  AND  OFFICERS.  The  officers  of  SUPERIOR  in  office
immediately prior to the Effective Time,  together with such additional  Persons
as may  thereafter be elected,  shall serve as the officers and directors of the
Surviving  Corporation  from and after the Effective Time in accordance with the
Bylaws of the Surviving Corporation.

         2.7 CONVERSION SHARES. Subject to the provisions of this Article II, at
the  Effective  Time, by virtue of the Merger and without any action on the part

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of CMCI,  SUPERIOR or Purchaser or  Shareholders  of any of the  foregoing,  the
shares of the constituent entities shall be converted or exchanged as follows:

                  (a) Each share of capital stock of CMCI issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding from
and after the Effective Time,  however  34,000,000 new shares of common stock of
CMCI shall be issued to effectuate the  transactions  contemplated  herein,  and
45,000,000 shares shall be surrendered, as provided.

                    (b)  All  of   SUPERIOR   shares   issued  and   outstanding
immediately  prior to the Effective  Time shall be converted  into shares of the
Surviving  Corporation  by virtue of the  merger  with  USAS  Acquisition,  Inc.
(Purchaser).

                    (c) CMCI and Purchaser  hereby agree that at the time of the
Merger of SUPERIOR  and  Purchaser,  CMCI shall issue  34,000,000  shares of its
common  stock  to the  shareholders  of  Superior  stock  as  provided  below in
consideration of the delivery of 100% of SUPERIOR shares to Purchaser.

                    (d)  100%  of   SUPERIOR's   ownership   shares  issued  and
outstanding  immediately  prior to the Effective Time shall be exchanged for the
right to receive  34,000,000  shares of common  stock of CMCI in the  aggregate,
(the "Exchange Ratio") (hereinafter such CMCI shares shall be referred to as the
"Consideration Shares" or the "Merger Consideration").  The Consideration Shares
shall, be issued and delivered at closing,  ratably based upon the  shareholders
proportionate  ownership of SUPERIOR prior to the merger, to the shareholders of
SUPERIOR in accordance  with the terms hereof,  and will be fully paid,  validly
issued and  non-assessable,  but shall NOT be  registered  securities  under the
Securities Act of 1933, as amended,  (the "Securities  Act") pursuant to a valid
exemption thereunder.

                    (e) CMCI shall own,  after  completion  of the  transactions
contemplated  herein,  and subject to SUPERIOR  causing such  corporation  to be
created,100%  of the issued and  outstanding  shares of  surviving  corporation.
(USAS Acquisition, Inc. or Purchaser).

         2.8 EXCHANGE OF SHARES.  At the Closing,  the  shareholders of SUPERIOR
shall surrender each certificate or certificates  which  represented  SUPERIOR's
shares  immediately prior to the Effective Time (the  "Certificates")  and shall
promptly  upon  surrender  thereof  receive in exchange  therefore the number of
whole  Consideration  Shares  issuable  in respect  of all shares of  SUPERIOR's
shares held by such SUPERIOR  shareholder  (rounded to the nearest share) as set
forth in 2.7 (d) above. CMCI shall not be obligated to deliver the consideration
to which a SUPERIOR shareholder is entitled as a result of the Merger until such
Person  surrenders its Certificate or  Certificates  for exchange as provided in
this Section 2.8. Any other provision of this Agreement notwithstanding, neither
CMCI nor the Surviving  Corporation shall be liable to a shareholder of SUPERIOR
for any amounts paid or property  delivered  in good faith to a public  official
pursuant to any applicable abandoned property, escheat or similar law.

         2.9 RIGHTS OF FORMER SUPERIOR SHARESHOLDERS. At the Effective Time, the
share  transfer  books of  SUPERIOR  shall be closed as to holders  of  SUPERIOR
Shares  immediately  prior to the  Effective  Time and no  transfer  of SUPERIOR
Shares  by any  such  holder  shall  thereafter  be  made or  recognized.  Until
surrendered  for exchange in accordance with the provisions of Section 2.8, each
Certificate  theretofore  representing  shares of SUPERIOR Shares shall from and

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after the  Effective  Time  represent for all purposes only the right to receive
the consideration provided in Section 2.7 (d) in exchange therefore.  Whenever a
dividend or other distribution is declared by CMCI on the CMCI stock, the record
date for which is at or after the Effective Time, the declaration  shall include
dividends or other  distributions on all shares of CMCI stock issuable  pursuant
to this Agreement,  but no dividend or other distribution payable to the holders
of record of CMCI shares as of any time  subsequent to the Effective  Time shall
be delivered to the holder of any Certificate  until such holder surrenders such
Certificate for exchange as provided in Section 2.8. However,  upon surrender of
such  Certificate,  both  the CMCI  stock  certificate  (together  with all such
undelivered   dividends  or  other  distributions   without  interest)  and  any
undelivered  dividends  payable in respect thereof  (without  interest) shall be
delivered and paid with respect to each share represented by such Certificate.

         2.10 LEGENDING OF SECURITIES.  Each  certificate  for CMCI shares to be
issued to the SUPERIOR  shareholders as part of the Merger  Consideration  shall
bear substantially the following legend:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES  ACT OF 1933, OR ANY STATE  SECURITIES  LAWS.  THESE SHARES
HAVE BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE  OFFERED,  SOLD,  ASSIGNED,
TRANSFERRED,   PLEDGED.   OR   HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID  ACT OR  LAWS,  OR AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT, IN THE CIRCUMSTANCES,
REQUIRED UNDER SAID ACT".

         2.11  FRACTIONAL  SHARES.  Notwithstanding  any other provision of this
Agreement,  if the  Sellers  would  otherwise  have been  entitled  to receive a
fraction of a share of CMCI shares (after  taking into account all  certificates
delivered by the SUPERIOR  shareholders),  the number of shares  issuable to the
SUPERIOR shareholder shall be rounded up to the next whole number.

         2.12  LOST,  STOLEN OR  DESTROYED  CERTIFICATES.  In the event that any
Certificates  shall have been lost,  stolen or destroyed,  upon the making of an
affidavit of that fact by such SUPERIOR shareholder (setting forth the shares of
Superior represented by such lost, stolen or destroyed Certificates), CMCI shall
issue to such  SUPERIOR  shareholder  the  Consideration  Shares  to which  such
SUPERIOR shareholder is entitled.

                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF CMCI, AND PURCHASER

         In  order to  induce  SUPERIOR  to enter  into  this  Agreement  and to
consummate the transactions  contemplated hereby, CMCI, Purchaser (as defined in
Article I above), jointly and severally, make the representations and warranties
set forth below to SUPERIOR.

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<PAGE>

         3.1  ORGANIZATION;  STANDING  AND  POWER.  CMCI is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada. Purchaser is a corporation duly organized,  validly existing and in good
standing  under the laws of the State of Colorado.  CMCI and Purchaser  have all
requisite  right,  power and  authority  to execute,  deliver  and perform  this
Agreement and to  consummate  the  transactions  contemplated  hereby.  CMCI and
Purchaser  have all  corporate  right,  power and  authority to own or lease and
operate their assets, and to conduct their business as presently conducted. CMCI
and Purchaser are duly qualified to transact  business as a foreign  corporation
in all  jurisdictions  where the ownership or leasing of their properties or the
conduct of its business requires such qualification.

         3.2  AUTHORIZATION;   ENFORCEABILITY.   The  execution,   delivery  and
performance of this Agreement by CMCI and Purchaser and all other  agreements to
be executed,  delivered  and  performed by CMCI and  Purchaser  pursuant to this
Agreement  (collectively,  the "Purchaser  Documents")  and the  consummation by
CMCI,  Purchaser of the transactions  contemplated  hereby and thereby have been
duly authorized by all requisite  corporate or individual  action on the part of
CMCI and Purchaser as  applicable.  This  Agreement and the Purchaser  Documents
have been duly executed and delivered by CMCI and Purchaser and  constitute  the
legal,  valid  and  binding  obligation  of CMCI and  Purchaser  enforceable  in
accordance  with  their  respective  terms,  except  to the  extent  that  their
enforcement is limited by bankruptcy,  insolvency,  reorganization or other laws
relating to or affecting the enforcement of creditors'  rights  generally and by
general principles of equity.

         3.3 NO VIOLATION OR CONFLICT.  The execution,  delivery and performance
of this  Agreement and the Purchaser  Documents by CMCI and  Purchaser,  and the
consummation by CMCI, and Purchaser of the transactions  contemplated hereby and
thereby:  (a) do not violate or conflict with any provision of law or regulation
(whether federal,  state or local), or any writ, order or decree of any court or
governmental  or regulatory  authority,  or any provision of CMCI or Purchaser's
Articles or Certificate of Incorporation or Bylaws; and (b) do not and will not,
with or without  the  passage  of time or the  giving of  notice,  result in the
breach of, or  constitute  a default  (or an event that with  notice or lapse of
time or both would become a default),  cause the  acceleration  of  performance,
give to others any right of termination, amendment, acceleration or cancellation
of or require any consent under,  or result in the creation of any lien,  charge
or encumbrance upon any property or assets of CMCI or Purchaser  pursuant to any
instrument  or  agreement to which CMCI or Purchaser is a party or by which CMCI
or Purchaser or their respective properties may be bound or affected.

         3.4  CONSENTS  OF  GOVERNMENTAL  AUTHORITIES  AND  OTHERS.  No consent,
approval, order or authorization of, or registration, declaration, qualification
or filing with any federal, state or local governmental or regulatory authority,
or any other Person, is required to be made by CMCI, and Purchaser in connection
with the  execution,  delivery or  performance  of this  Agreement by CMCI,  and
Purchaser or the  consummation  by CMCI,  and of the  transactions  contemplated
hereby.

         3.5 CONDUCT OF  BUSINESS.  Except as  disclosed on SCHEDULE 3.5 hereto,
since December 31, 2005 CMCI has conducted no active  businesses in the ordinary

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<PAGE>

and usual course  consistent  with past practices and there has not occurred any
adverse change in the condition (financial or otherwise), results of operations,
properties,  assets,  liabilities,  business or prospects  of CMCI,  and no such
change is threatened.  Without  limiting the generality of the foregoing,  since
December  31,  2005  except as provided  in this  Agreement,  CMCI has not:  (a)
amended  its  Articles  of  Incorporation  or  Bylaws,  except to  increase  its
authorized  share  capital to  150,000,000  common  shares (b)  issued,  sold or
authorized  for  issuance  or  sale,  shares  of any  Series  of its  securities
(including,  but not  limited  to,  by way of stock  split or  dividend)  or any
subscriptions,  options,  warrants,  rights or convertible securities or entered
into any agreements or  commitments  of any character  obligating it to issue or
sell any  such  securities;  (c)  redeemed,  purchased  or  otherwise  acquired,
directly or indirectly,  any shares of its capital stock or any option,  warrant
or other right to purchase or acquire any such capital  stock;  (d) suffered any
damage,  destruction or loss, whether or not covered by insurance, which has had
or could  reasonably be expected to have a Material Adverse Effect on any of its
properties,  assets, business or prospects;  (e) granted or made any mortgage or
pledge  or  subjected  itself  or any of its  properties  or assets to any lien,
charge or  encumbrance  of any kind;  (f) made or  committed to make any capital
expenditures  in excess of $10,000  (except for the costs required to effectuate
this Agreement); (g) become subject to any Guaranty; (h) granted any increase in
the  compensation  payable  or to  become  payable  to  directors,  officers  or
employees  (including,  without  limitation,  any such increase  pursuant to any
severance package, bonus, pension,  profit-sharing or other plan or commitment);
(i) entered into any agreement which would be a Material  Agreement,  or amended
or terminated any existing Material Agreement;  (j) been named as a party in any
Litigation,  or  become  the focus of any  investigation  by any  government  or
regulatory  agency or  authority;  (k)  declared  or paid any  dividend or other
distribution  with respect to its capital stock;  or (l)  experienced  any other
event or condition of any character which has had or to CMCI's could  reasonably
be expected to have a Material Adverse Effect on CMCI.

         3.6 LITIGATION. There are no actions, suits, investigations,  claims or
proceedings  ("Litigation")  pending or, to the Knowledge of CMCI, and Purchaser
threatened  before  any court or by or before  any  governmental  or  regulatory
authority  or  arbitrator,  (a)  affecting  CMCI or Purchaser  (as  plaintiff or
defendant) or (b) against CMCI,  and Purchaser  relating to CMCI's Shares or the
transactions  contemplated  by this  Agreement  and  there  exist  no  facts  or
circumstances  to the Knowledge of CMCI,  and Purchaser  creating any reasonable
basis for the institution of any Litigation against CMCI, and Purchaser.

         3.7 BROKERS.  Neither CMCI or SUPERIOR,  and Purchaser has employed any
broker or finder,  and none of them has  incurred  or will  incur,  directly  or
indirectly,  any  broker's,  finder's,   investment  banking  or  similar  fees,
commissions or expenses in connection with the transactions contemplated by this
Agreement or the Purchaser Documents.

         3.8 COMPLIANCE.  CMCI and Purchaser are in compliance with all federal,
state,  local and foreign laws,  ordinances,  regulations,  judgments,  rulings,
orders  and  other  requirements  applicable  to CMCI and  Purchaser  and  their
respective assets and properties,  including, without limitation, those relating
to (a) the registration and sale of the CMCI Shares,  (b) the establishment of a
public  trading  market for the CMCI Shares,  and (c) the public  trading of the
CMCI Shares. CMCI and Purchaser are not subject to any judicial, governmental or
administrative inquiry, investigation, order, judgment or decree.

                                        9
<PAGE>

         3.9 CHARTER, BYLAWS AND CORPORATE RECORDS. A true, correct and complete
copy of (a) the Articles of Incorporation of CMCI and Purchaser,  as amended and
in effect on the date hereof,  (b) the Bylaws of CMCI and Purchaser,  as amended
and in effect on the date hereof, and (c) the minute books of CMCI and Purchaser
(containing all corporate  proceedings from the date of incorporation) have been
furnished  to  SUPERIOR.  Such  minute  books  contain  accurate  records of all
meetings and other  corporate  actions of the board of directors,  committees of
the board of directors,  incorporators  and  shareholders  of CMCI and Purchaser
from the date of its incorporation to the date hereof which were memorialized in
writing.  No  actions  have been  taken  since  the date of CMCI or  Purchaser's
incorporation that are not memorialized in writing.

         3.10 SUBSIDIARIES AND INVESTMENTS.  CMCI may, at closing, have only one
Subsidiaries or Investments.  CMCI owns one hundred percent (100%) of the issued
and outstanding capital stock of a Subsidiary, USAS Acquisition, Inc.

         3.11  CAPITALIZATION.  The authorized capital stock of CMCI consists of
150,000,000  shares  of  stock,  of  which  63,360,000  shares  are  issued  and
outstanding  (the  "Outstanding   CMCI  Shares")  are  authorized,   issued  and
outstanding  which are  convertible to units as set forth in the  Designation of
Preferences as amended.  All shares of  Outstanding  CMCI common stock have been
duly  authorized,  are validly  issued and  outstanding,  and are fully paid and
non-assessable.  No securities issued by CMCI from the date of its incorporation
to the date hereof were issued in violation  of any  statutory,  contractual  or
common law preemptive rights.  There are no dividends which have accrued or been
declared but are unpaid on the capital stock of CMCI.  All taxes  required to be
paid in connection  with the issuance and any transfers of CMCI's  capital stock
have been paid.  All permits or  authorizations  required to be obtained from or
registrations required to be effected with any Person in connection with any and
all common issuances of securities of CMCI from the date of CMCI's incorporation
to the date hereof have been  obtained or effected  and all  securities  of CMCI
have  been  issued  and are  held  in  accordance  with  the  provisions  of all
applicable  securities  or other laws.  The  Consideration  Shares  shall,  upon
issuance and delivery to the SUPERIOR  shareholders in accordance with the terms
hereof,  be fully  paid,  validly  issued and  non-assessable,  but shall not be
registered   securities   under  the  Securities  Act  of  1933.  There  are  no
registration rights outstanding which relate to the Outstanding CMCI shares and,
to the  Knowledge  of  CMCI,  there  are no  voting  trusts,  proxies  or  other
agreements or  understandings  with respect to any equity security of any Series
of CMCI or with respect to any equity security,  partnership interest or similar
ownership interest of any Series of any of its Subsidiaries,  except as provided
herein  or in the  Amendment  to  the  Designation  of  Preferences  Rights  and
Privileges of Series A Preferred Stock.

         3.12 RIGHTS, WARRANTS, OPTIONS. There are no outstanding (a) securities
or instruments  convertible  into or exercisable for any of the capital stock or
other   equity   interests  of  CMCI  or   Purchaser   (b)  options,   warrants,
subscriptions,  puts,  calls,  or other rights to acquire capital stock or other
equity  interests  of CMCI  or  Purchaser;  or (c)  commitments,  agreements  or
understandings of any kind, including employee benefit arrangements, relating to
the issuance or  repurchase  by CMCI or Purchaser of any capital  stock or other
equity  interests  of CMCI  or  Purchaser,  or any  instruments  convertible  or
exercisable  for any such  securities  or any  options,  warrants  or  rights to
acquire such securities.

                                       10
<PAGE>

         3.13 COMMISSION FILINGS AND FINANCIAL  STATEMENTS.  All of the Periodic
Reports of CMCI required to satisfy the  information  requirements of Section 13
of the  Exchange  Act have been filed with the  Commission,  and have been true,
accurate and complete in all material respects and have been filed in compliance
with the requirements of the Exchange Act. The Financial Statements of CMCI: (a)
have been prepared in accordance  with the books of account and records of CMCI;
(b)  fairly  present,  and are true,  correct  and  complete  statements  in all
material  respects  of  CMCI's  financial  condition  and  the  results  of  its
operations at the dates and for the periods specified in those  statements;  and
(c) have been  prepared in  accordance  with United  States  generally  accepted
accounting principles ("GAAP") consistently applied with prior periods.

         3.14 ABSENCE OF UNDISCLOSED LIABILITIES. Other than as disclosed by the
Periodic Reports,  the Financial  Statements of CMCI or as disclosed on SCHEDULE
3.20,  CMCI and  Purchaser  do not have any  direct  or  indirect  indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,  known
or unknown,  fixed or unfixed,  choate or inchoate,  liquidated or unliquidated,
secured or unsecured,  accrued,  absolute,  contingent or otherwise,  including,
without limitation,  liabilities on account of taxes, other governmental charges
or  Litigation,  whether or not of a kind  required by GAAP to be set forth on a
financial statement ("Liabilities CMCI and Purchaser do not have any Liabilities
other than Liabilities fully and adequately reflected in the Periodic Reports or
the  Financial  Statements of CMCI or as listed on Schedule 3.20 which shall all
be paid at closing.  CMCI and Purchaser have no Knowledge of any  circumstances,
conditions,  events  or  arrangements  which  may  hereafter  give  rise  to any
Liabilities of CMCI or Purchaser, except as set forth on SCHEDULE 3.20.

         3.15 REAL PROPERTY AND MINERAL LEASES. CMCI owns no fee simple interest
in real property but owns assignments of mineral leases shown on Schedule 3.15.

         3.16 LIST OF ACCOUNTS.  Set forth on SCHEDULE 3.16 is: (a) the name and
address of each bank or other  institution in which CMCI or Purchaser  maintains
an account  (cash,  securities  or other) or safe  deposit box; (b) the name and
phone number of CMCI or Purchaser's  contact person at such bank or institution;
(c) the account number of the relevant  account and a description of the type of
account;  (d) the name of each person  authorized by CMCI or Purchaser to effect
transactions therewith or to have access to any safe deposit box or vault;

         3.17  PERSONNEL.  There is no incurred or accrued  compensation  of any
officers,  directors,  consultants and employees of CMCI or Purchaser (including
compensation  paid or  payable  by CMCI  under any  employee  benefit  or option
plans).  THERE ARE NO  employee  policies,  employee  manuals  or other  written
statements  of rules or policies  as to working  conditions,  vacation  and sick
leave.

         3.18 EMPLOYMENT AGREEMENTS AND EMPLOYEE BENEFIT PLANS. CMCI has not had
any and  does  not have  any  defined  contribution  plan and it is not (and was
never) part of a controlled group contributing to any defined  contribution plan
and is not and was never a party to any collective bargaining agreement or other
employment  contracts.  CMCI has not, nor does it now contribute to any pension,
profit-sharing,  option,  other  incentive  plan,  or any other type of Employee

                                       11
<PAGE>

Benefit  Plan (as  defined in Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA")), or any health, dental, vision, long
term disability, short term disability, life insurance or other welfare benefits
plan, or have any  obligation  to or customary  arrangement  with  employees for
bonuses, incentive compensation,  vacations,  severance pay, insurance, or other
benefits,  and it is not now (and was never) a part of a  controlled  group with
regard to any of the foregoing.

                  There  are  no  complaints,   charges,  claims,   allegations,
grievances,  or litigations  pending or threatened  which reflect or pertain to:
(i) any federal, state or local labor, employment, anti-discrimination,  workers
compensation,  disability or unemployment law, regulation or ordinance; (ii) any
claim for wrongful discharge, harassment,  discrimination,  breach of employment
contract  or  employment-related   tort;  or  (iii)  any  employment  agreement,
restrictive  covenant,  non-competition  agreement  or employee  confidentiality
agreement, which, in any such case, if adversely determined, could reasonably be
expected to have a Material Adverse Effect on CMCI.

         3.19 TAXES.

         (a) CMCI has  properly  prepared  and timely  filed all Tax Returns (as
defined below)  relating to any and all Taxes (as defined  below)  concerning or
attributable  to it or its  operations  for any  period  ending on or before the
Closing Date and such Tax Returns are true, correct and complete in all material
respects and have been completed in accordance  with applicable Laws (as defined
below).

         (b) All Taxes (whether or not shown on any Tax Return)  payable by CMCI
have been  fully and  timely  paid.  The cash  reserves  or  accruals  for Taxes
provided in the books and  records of CMCI with  respect to any period for which
Tax Returns have not yet been filed or for which Taxes are not yet due and owing
have been  established in accordance  with GAAP and are, or prior to the Closing
Date, will be, sufficient for all unpaid Taxes of CMCI through and including the
Closing Date (including, without limitation, with respect to any Taxes resulting
from the transactions contemplated by this Agreement).

         (c)  Neither  CMCI nor any Person on behalf of or with  respect to CMCI
has  executed  or filed any  agreements  or  waivers  extending  any  statute of
limitations  on or extending the period for the  assessment or collection of any
Tax. No power of  attorney  on behalf of CMCI with  respect to any Tax matter is
currently in force.

         (d)  CMCI  is not a  party  to any  Tax-sharing  agreement  or  similar
arrangement  with any other  party  (whether or not  written),  and CMCI has not
assumed any Tax obligations of, or with respect to any transaction  relating to,
any other  Person or agreed to  indemnify  any other  Person with respect to any
Tax.

         (e) No Tax Return  concerning or relating to CMCI or its operations has
ever been audited by a government or taxing authority,  nor is any such audit in
process or  pending,  and CMCI has not been  notified of any request for such an
audit or other  examination.  No claim has been made by a taxing  authority in a
jurisdiction  where Tax Returns concerning or relating to CMCI or its operations

                                       12
<PAGE>

have  not  been  filed  that  it is or  may  be  subject  to  taxation  by  that
jurisdiction.

         (f) CMCI has never been  included  in any  consolidated,  combined,  or
unitary Tax Return.

         (g) CMCI has complied in all material respects with all applicable Laws
relating  to the  payment  and  withholding  of Taxes  and has  duly and  timely
withheld from employee salaries,  wages and other compensation and has paid over
to the appropriate taxing authorities all amounts required to be so withheld and
paid over for all periods under all applicable laws.

         (h) Neither  CMCI nor any other Person on behalf of and with respect to
CMCI has (i)  agreed  to or is  required  to make any  adjustments  pursuant  to
Section  481(a) of the  Internal  Revenue  Code of 1986  ("Code") or any similar
provision  of state,  local or foreign  law by reason of a change in  accounting
method  initiated  by CMCI and  Purchaser  have no  Knowledge  that the Internal
Revenue Service ("IRS") has proposed any such adjustment or change in accounting
method,  or has any  application  pending with any taxing  authority  requesting
permission for any changes in accounting  methods that relate to the business or
operations of CMCI, (ii) executed or entered into a closing  agreement  pursuant
to Section 7121 of the Code or any predecessor  provision thereof or any similar
provision of state, local or foreign law with respect to CMCI or (iii) requested
any extension of time within which to file any Tax Return concerning or relating
to CMCI or its operations, which Tax Return has since not been filed.

         (i) No property owned by CMCI is (i) property required to be treated as
being owned by another Person pursuant to the provisions of Section 168(f)(8) of
the Internal Revenue Code of 1954, as amended and in effect immediately prior to
the enactment of the Tax Reform Act of 1986,  (ii)  constitutes  "tax-exempt use
property"  within  the  meaning  of  Section  168(h)(1)  of the Code or (iii) is
"tax-exempt bond financed  property" within the meaning of Section 168(g) of the
Code.

         (j) CMCI is not  subject  to any  private  letter  ruling of the IRS or
comparable rulings of other taxing authorities.

         (k) CMCI does not own any  interest  in any entity that is treated as a
partnership  for U.S.  federal  income  Tax  purposes  or would be  treated as a
pass-through or disregarded entity for any Tax purpose.

         (l) CMCI has not constituted  either a "distributing  corporation" or a
"controlled  corporation" within the meaning of Section 355(a)(1)(A) of the Code
in a  distribution  qualifying for tax-free  treatment  under Section 355 of the
Code  (i) in the two  years  prior to the  date of this  Agreement  or (ii) in a
distribution  that  could  otherwise  constitute  part of a "plan" or "series of
transactions"  (within the meaning of Section 355(e) of the Code) in conjunction
with this Agreement.

         (m)  CMCI has no  elections  in  effect  for U.S.  federal  income  Tax
purposes under Sections 108, 168, 441, 472, 1017, 1033 or 4977 of the Code.

                                       13
<PAGE>

                  The term "LAW" or "LAWS" as used in this Agreement  shall mean
any federal, state, local or foreign statue, law, ordinance,  regulation,  rule,
code, order or other requirement or rule of law.

                  The term "TAX" or "TAXES" as used in this Agreement shall mean
(i) all income,  excise,  gross receipts,  ad valorem,  sales, use,  employment,
franchise, profits, gains, property, transfer, payroll, withholding,  severance,
occupation,  social security,  unemployment  compensation,  alternative minimum,
value added,  intangibles or other taxes,  fees, stamp taxes,  duties,  charges,
levies or assessments of any kind  whatsoever  (whether  payable  directly or by
withholding),  together with any interest and any penalties, fines, additions to
tax or additional  amounts  imposed by any  Governmental  Authority with respect
thereto, (ii) any liability for the payment of any amounts of the type described
in (i) as a result of being a member of a  consolidated,  combined,  unitary  or
aggregate group for any Taxable period, and (3) any liability for the payment of
any  amounts  of the  type  described  in (i) or (ii)  as a  result  of  being a
transferee  or  successor to any person or as a result of any express or implied
obligation to indemnify any other Person.

                  The term "TAX  RETURNS" as used in this  Agreement  shall mean
returns, declarations,  reports, claims for refund, information returns or other
documents  (including  any  related  or  supporting  schedules,   statements  or
information) filed or required to be filed in connection with the determination,
assessment or collection of any Taxes of any party or the  administration of any
laws, regulations or administrative requirements relating to any Taxes.

         3.20  MATERIAL  AGREEMENTS.  SCHEDULE  3.20  sets  forth  a list of all
material written and oral contracts or agreements relating to CMCI or Purchaser,
including  without  limitation  any: (i) contract  resulting in a commitment  or
potential   commitment  for   expenditure  or  other   obligation  or  potential
obligation, or which provides for the receipt or potential receipt, involving in
excess  of Ten  Thousand  Dollars  ($10,000.00)  in any  instance,  or series of
related  contracts  that in the  aggregate  give rise to  rights or  obligations
exceeding  such  amount;  (ii)  indenture,   mortgage,   promissory  note,  loan
agreement,  guarantee or other  agreement  or  commitment  for the  borrowing or
lending  of money or  encumbrance  of assets  involving  more than Ten  Thousand
Dollars  ($10,000.00) in each instance;  (iii) agreement which restricts CMCI or
Purchaser from engaging in any line of business or from competing with any other
Person;  or (iv) any  other  contract,  agreement,  instrument,  arrangement  or
commitment that is material to the condition  (financial or otherwise),  results
of operation, assets, properties,  liabilities, business or prospects of CMCI or
Purchaser  (collectively,   and  together  with  the  CMCI  Leases,   employment
agreements,  Employee  Benefit  Plans and all other  agreements  required  to be
disclosed on any Schedule to this  Agreement,  the "Material CMCI  Agreements").
Neither  CMCI nor  Purchaser  has received  notice of any pending or  threatened
Litigation relating to any of the Material CMCI Agreements.

         3.21  GUARANTIES.  CMCI and  Purchaser are not a party to any Guaranty,
and no Person is a party to any Guaranty for the benefit of CMCI or Purchaser.

         3.22 ABSENCE OF CERTAIN  BUSINESS  PRACTICES.  None of  Purchaser,  nor
CMCI, nor any Affiliates thereof nor, to the Knowledge of each, any other Person
acting on behalf of CMCI,  has with  respect to the  business or  activities  of

                                       14
<PAGE>

CMCI: (a) received, directly or indirectly, any rebates, payments,  commissions,
promotional  allowances  or any other  economic  benefits,  regardless  of their
nature or type, from any customer,  supplier, trading company, shipping company,
governmental  employee or other Person with whom CMCI has done business directly
or indirectly;  or (b) directly or indirectly,  given or agreed to give any gift
or similar benefit to any customer, supplier, trading company, shipping company,
governmental  employee or other Person who is or may be in a position to help or
hinder the  business  of CMCI (or assist CMCI in  connection  with any actual or
proposed  transaction)  which (i) may subject CMCI to any material damage or any
penalty  in any  Litigation,  (ii) if not  given  in the  past,  may  have had a
Material  Adverse  Effect  on the  assets,  business  or  operations  of CMCI as
reflected in the Periodic  Reports or Financial  Statements  of CMCI or (iii) if
not  continued  in the  future,  may  materially  adversely  affect the  assets,
business or operations of CMCI or subject CMCI to suit or penalty in any private
or governmental litigation or proceeding.

         3.23 DISCLOSURE.  No  representation  or warranty of CMCI and Purchaser
contained in this Agreement, and no statement,  report, or certificate furnished
by or on behalf of CMCI,  Purchaser to SUPERIOR or its agents pursuant hereto or
in connection with the  transactions  contemplated  hereby,  contains any untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make the statements contained herein or therein not misleading or omits
or will omit to state a material  fact  necessary  in order to provide  SUPERIOR
with  full and  proper  information  as to the  business,  financial  condition,
assets, liabilities,  results of operation or prospects of CMCI or Purchaser and
the value of their properties or the ownership of CMCI or Purchaser.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF SUPERIOR

         In order to induce CMCI and Purchaser to enter into this  Agreement and
to  consummate  the  transactions   contemplated  hereby,   SUPERIOR  makes  the
representations and warranties set forth below to CMCI and Purchaser.

         4.1  ORGANIZATION.  SUPERIOR is  Corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware.  SUPERIOR
is  duly  qualified  to  transact  business  as a  foreign  corporation  in  all
jurisdictions where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to so qualify
would not have a Material Adverse Effect on SUPERIOR. SUPERIOR has the requisite
power and  authority  to (a) own or lease and  operate  its  properties  and (b)
conduct its business as presently conducted.

         4.2  AUTHORIZATION;   ENFORCEABILITY.  SUPERIOR  has  the  capacity  to
execute,  deliver and  perform  this  Agreement.  This  Agreement  and all other
documents  executed and delivered by SUPERIOR  pursuant to this  Agreement  have
been duly  executed and delivered and  constitute  the legal,  valid and binding
obligations of SUPERIOR, assuming the due authorization,  execution and delivery
of this  Agreement by CMCI, and Purchaser  enforceable in accordance  with their
respective  terms,  except to the extent  that their  enforcement  is limited by

                                       15
<PAGE>

bankruptcy,  insolvency,  reorganization  or other laws relating to or affecting
the  enforcement  of creditors'  rights  generally and by general  principals of
equity.

         4.3 NO VIOLATION OR CONFLICT.  The execution,  delivery and performance
of this Agreement and the other documents  contemplated hereby by SUPERIOR,  and
the consummation by SUPERIOR of the transactions contemplated hereby: (a) do not
violate or conflict with any provision of law or  regulation  (whether  federal,
state or local),  or any writ,  order or decree of any court or  governmental or
regulatory authority, or any provision of SUPERIOR's Certificate of Organization
or Bylaws;  and (b) do not, with or without the passage of time or the giving of
notice, result in the breach of, or constitute a default, cause the acceleration
of performance  or require any consent  under,  or result in the creation of any
lien,  charge or encumbrance upon any property or assets of SUPERIOR pursuant to
any instrument or agreement to which SUPERIOR is a party or by which SUPERIOR or
its properties may be bound or affected.

         4.4  CONSENTS  OF  GOVERNMENTAL  AUTHORITIES  AND  OTHERS.  No consent,
approval or authorization of, or registration,  qualification or filing with any
federal,  state or local  governmental  or  regulatory  authority,  or any other
Person,  is required to be made by SUPERIOR in  connection  with the  execution,
delivery or  performance of this  Agreement by SUPERIOR or the  consummation  by
them of the transactions contemplated hereby, excluding the execution,  delivery
and performance of this Agreement by the SUPERIOR.

         4.5 BROKERS.  SUPERIOR  has not employed any broker or finder,  and has
not incurred and will not incur any broker's,  finder's,  investment  banking or
similar  fees,  commissions  or expenses  in  connection  with the  transactions
contemplated by this Agreement.

         4.6  CHARTER  RECORDS.  A true,  correct and  complete  copy of (a) the
Articles  of  Incorporation  of  SUPERIOR,  as amended and in effect on the date
hereof,  and (b) the Bylaws of  SUPERIOR,  as amended  and in effect on the date
hereof, have been furnished.

         4.7  SUBSIDIARIES  AND  INVESTMENTS.  SUPERIOR has no  Subsidiaries  or
Investments, other than in its oil properties.

         4.8  CAPITALIZATION.  SUPERIOR will have issued and  outstanding  1,000
shares (the  "Outstanding  SUPERIOR  Shares").  The Outstanding  SUPERIOR Shares
shall  constitute  one  hundred  percent  (100%) of the issued  and  outstanding
capital  of  SUPERIOR.   The  Outstanding  SUPERIOR  Shares  are  owned  by  its
shareholders  will  be in the  amounts  set  forth  on  SCHEDULE  A.  All of the
Outstanding  SUPERIOR Shares will have been duly authorized,  are validly issued
and outstanding, and are fully paid and non-assessable.  No securities issued by
SUPERIOR  from the date of its  incorporation  to the date hereof were issued in
violation of any statutory or common law preemptive  rights.  All taxes required
to be paid in  connection  with the  issuance and any  transfers  of  SUPERIOR's
capital have been paid.  All permits or  authorizations  required to be obtained
from or registrations required to be effected with any Person in connection with
any  and  all  issuances  of  securities  of  SUPERIOR  from  the  date  of  its
incorporation  to the  date  hereof  have  been  obtained  or  effected  and all
securities  of  SUPERIOR  have been issued and are held in  accordance  with the
provisions of all applicable securities or other laws.

                                       16
<PAGE>

         4.9 RIGHTS, WARRANTS,  OPTIONS. There are no outstanding (a) securities
or instruments  convertible  into or exercisable for any of the capital stock or
other equity  interests of SUPERIOR;  (b) options,  warrants,  subscriptions  or
other rights to acquire capital stock or other equity interests of SUPERIOR;  or
(c) Commitments,  agreements or understandings of any kind,  including  employee
benefit arrangements,  relating to the issuance or repurchase by SUPERIOR of any
capital  stock  or  other  equity  interests  of  SUPERIOR,  or any  instruments
convertible or exercisable for any such  securities or any options,  warrants or
rights to acquire such securities.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

         5.1 SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES. The representations
and  warranties  contained in Sections  3.1,  3.2,  3.12,  3.13 and 3.14 and the
covenants in Section 7.1 and 7.3 shall  survive the Closing and remain in effect
indefinitely.  The  representations  and  warranties  contained  in Section 3.23
(relating  to  environmental  matters)  shall  survive  the  Closing  until  the
expiration of three (3) years from the Closing  Date.  The  representations  and
warranties  contained  in Section 3.19  (relating  to taxes)  shall  survive the
Closing until the later of the expiration of twenty four months from the Closing
Date or the expiration of the last day of the statute of limitations  applicable
to any  action  against  CMCI  based  upon the  non-payment  of taxes,  or other
violation of the Code,  which occurred prior to the Closing Date.  Except as set
forth  above,  the  representations  and  warranties  and  covenants of CMCI and
Purchaser,  contained  in this  Agreement  shall  survive the Closing  until the
expiration of  twenty-four  months from the Closing Date. No claim for indemnity
with respect to breaches of representations and warranties may be brought by any
party  hereto,  other than a claim for fraud or  intentional  misrepresentation,
after  expiration of the applicable  survival  period  therefore as set forth in
this Section 5.1

         5.2  INVESTIGATION.  The  representations,  warranties,  covenants  and
agreements  set forth in this  Agreement  shall not be affected or diminished in
any way by any  investigation  (or failure to  investigate) at any time by or on
behalf  of  the  party  for  whose  benefit  such  representations,  warranties,
covenants and agreements  were made. All statements  contained  herein or in any
schedule, certificate,  exhibit, list or other document required to be delivered
pursuant  hereto,  shall be  deemed to be  representations  and  warranties  for
purposes  of  this  Agreement;  provided,  that  any  knowledge  or  materiality
qualifications contained herein shall be applicable to such other documents.

         5.3  INDEMNIFICATION.  CMCI  agrees  to  indemnify  and  hold  harmless
SUPERIOR,  and each of SUPERIOR's  directors,  officers and employees,  from and
against any losses,  damages, costs or expenses (including reasonable legal fees
and  expenses)  which are caused by or arise out of (i) any breach or default in
the  performance  by any of CMCI and Purchaser of any covenant or agreement made
by any of them in this  Agreement;  (ii) any  breach  of any  Representation  or
Warranty made by any of CMCI and Purchaser in this Agreement. SUPERIOR agrees to
indemnify and hold  harmless  CMCI and each of CMCI's  directors and officers on
the same basis.

         5.4  INDEMNITY  PROCEDURE.  A party or parties  hereto  agreeing  to be

                                       17
<PAGE>

responsible for or to indemnify against any matter pursuant to this Agreement is
referred  to herein as the  "INDEMNIFYING  PARTY" and the other party or parties
claiming indemnity is referred to as the "INDEMNIFIED PARTY".

         (a) An Indemnified  Party under this Agreement  shall,  with respect to
claims  asserted  against such party by any third party,  give written notice to
the  Indemnifying  Party of any  liability  which might give rise to a claim for
indemnity under this Agreement within sixty (60) business days of the receipt of
any written claim from any such third party, but not later than twenty (20) days
prior to the date any answer or responsive  pleading is due, and with respect to
other matters for which the  Indemnified  Party may seek  indemnification,  give
prompt written  notice to the  Indemnifying  Party of any liability  which might
give rise to a claim for indemnity;  provided, however, that any failure to give
such notice  will not waive any rights of the  Indemnified  Party  except to the
extent the rights of the Indemnifying Party are materially prejudiced.

         (b) The  Indemnifying  Party shall have the right, at its election,  to
take over the defense or  settlement of such claim by giving  written  notice to
the  Indemnified  Party at least  fifteen  (15)  days  prior to the time when an
answer or other responsive  pleading or notice with respect thereto is required.
If the  Indemnifying  Party makes such  election,  it may conduct the defense of
such claim through counsel of its choosing  (subject to the Indemnified  Party's
approval of such counsel,  which approval shall not be  unreasonably  withheld),
shall be solely  responsible for the expenses of such defense and shall be bound
by the results of its defense or settlement of the claim. The Indemnifying Party
shall not settle any such claim  without prior notice to and  consultation  with
the Indemnified Party, and no such settlement  involving any equitable relief or
which  might have an adverse  effect on the  Indemnified  Party may be agreed to
without the written consent of the Indemnified Party (which consent shall not be
unreasonably  withheld).  So  long  as  the  Indemnifying  Party  is  diligently
contesting any such claim in good faith, the Indemnified Party may pay or settle
such  claim  only at its own  expense  and the  Indemnifying  Party  will not be
responsible  for the fees of separate  legal counsel to the  Indemnified  Party,
unless  the  named   parties  to  any   proceeding   include  both  parties  and
representation  of both parties by the same counsel would be  inappropriate.  If
the Indemnifying Party does not make such election, or having made such election
does not, in the reasonable  opinion of the Indemnified Party proceed diligently
to defend such claim,  then the  Indemnified  Party may (after written notice to
the Indemnifying Party), at the expense of the Indemnifying Party, elect to take
over the defense of and proceed to handle such claim in its  discretion  and the
Indemnifying  Party  shall  be  bound  by any  defense  or  settlement  that the
Indemnified  Party  may  make in good  faith  with  respect  to such  claim.  In
connection  therewith,  the  Indemnifying  Party will fully  cooperate  with the
Indemnified Party should the Indemnified Party elect to take over the defense of
any such claim.

         (c) The parties agree to cooperate in defending such third party claims
and the Indemnified  Party shall provide such cooperation and such access to its
books, records and properties as the Indemnifying Party shall reasonably request
with respect to any matter for which  indemnification  is sought hereunder;  and
the parties  hereto  agree to  cooperate  with each other in order to ensure the
proper and adequate defense thereof.

                                       18
<PAGE>

         With  regard to claims of third  parties for which  indemnification  is
payable hereunder,  such indemnification shall be paid by the Indemnifying Party
upon  the  earlier  to  occur  of:  (i) the  entry  of a  judgment  against  the
Indemnified  Party and the  expiration of any applicable  appeal  period,  or if
earlier,  five (5) days  prior to the date that the  judgment  creditor  has the
right to execute the  judgment;  (ii) the entry of an  unappealable  judgment or
final appellate decision against the Indemnified Party; or (iii) a settlement of
the claim.  Notwithstanding the foregoing,  provided that there is no dispute as
to the applicability of  indemnification,  the reasonable expenses of counsel to
the Indemnified Party shall be reimbursed on a current basis by the Indemnifying
Party if such expenses are a liability of the Indemnifying Party. With regard to
other   claims   for  which   indemnification   is   payable   hereunder,   such
indemnification  shall be paid promptly by the Indemnifying Party upon demand by
the Indemnified Party.

                                   ARTICLE VI

                    CLOSING; DELIVERIES; CONDITIONS PRECEDENT

         6.1 CLOSING;  EFFECTIVE DATE. All  proceedings  taken and all documents
executed  at the  Closing  shall be  deemed to have been  taken,  delivered  and
executed  simultaneously,  and no proceeding shall be deemed taken nor documents
deemed executed or delivered until all have been taken, delivered and executed.

         6.2      DELIVERIES

         (a) At Closing, CMCI shall deliver the following documents to SUPERIOR:

                  (1)      the  certificates   representing  the   Consideration
                           Shares;

                  (2)      the  written  resignation  of all CMCI  officers  and
                           directors  from  all  of  their   positions  as  CMCI
                           directors and/or officers,  officers  resignations to
                           be  effective  upon  Closing,  and  directors  to  be
                           effective ten days after  mailing of Notice  pursuant
                           to  Section  14f of the  Securities  Exchange  Act of
                           1934.

                  (3)      the corporate  books of CMCI,  including its minutes,
                           Stockholders List, Articles of Incorporation,  Bylaws
                           and  corporate   minutes   approving  the  terms  and
                           conditions of this Agreement and the other  documents
                           contemplated hereby and the transactions contemplated
                           hereby and thereby;

                  (4)      certificates  issued  by the  Secretary  of  State of
                           Nevada,  as of a recent date, as to the good standing
                           of CMCI in its jurisdiction of incorporation.

                  (5)      certificates  issued  by the  Secretary  of  State of
                           Nevada,  as of a recent date, as to the good standing
                           of Purchaser in its jurisdiction of incorporation.

                  (6)      a certificate,  dated the Closing Date, of an officer
                           of CMCI setting  forth that  authorizing  resolutions
                           were  adopted  by  CMCI  and  Purchaser's  Boards  of

                                       19
<PAGE>

                           Directors, approving the terms and conditions of this
                           Agreement and the other documents contemplated hereby
                           and the transactions contemplated hereby and thereby;

                  (7)      the  consents of any third party  including,  but not
                           limited to, parties to any of the Material Agreements
                           whose consent is required under the terms of any such
                           Material Agreement or otherwise;

                  (8)      the certificates referred to in Section 6.3(d);

                  (9)      such other  documents and instruments as SUPERIOR may
                           reasonably request.

         (b) At Closing, SUPERIOR shall deliver the following documents to CMCI:

                  (1)      the Stock Powers and Share  Certificates  of Superior
                           to be delivered to CMCI;

                  (2)      a Certificate  of Good Standing from the Secretary of
                           State of the  State of  Delaware,  dated in  December
                           2006;

                  (3)      a  certificate,  dated the Closing Date, of President
                           of   SUPERIOR    setting   forth   that   authorizing
                           resolutions were adopted by SUPERIOR's  shareholders,
                           approving the terms and  conditions of this Agreement
                           and the other documents  contemplated  hereby and the
                           transactions contemplated hereby and thereby;

                  (4)      the certificates referred to in Section 6.4(d); and

                  (5)      such  other  documents  and  instruments  as CMCI may
                           reasonably request.


         6.3 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUPERIOR. Each and every
obligation  of  SUPERIOR  to  consummate  the  transactions  described  in  this
Agreement  and any and all liability of SUPERIOR to CMCI shall be subject to the
fulfillment on or before the Closing Date of the following conditions precedent:

         (a)  REPRESENTATIONS  AND WARRANTIES TRUE. Each of the  representations
and warranties of CMCI and Purchaser  contained  herein or in any certificate or
other document  delivered  pursuant to this Agreement or in connection  with the
transactions  contemplated  hereby  shall be true and  correct  in all  material
respects as of the Closing Date with the same force and effect as though made on
and as of such date.

         (b)  PERFORMANCE.  CMCI and Purchaser shall have performed and complied
in all material  respects with all of the agreements,  covenants and obligations
required  under this  Agreement to be  performed or complied  with by them on or
prior to the Closing Date.

                                       20
<PAGE>

         (c) NO  MATERIAL  ADVERSE  CHANGE.  Except as  expressly  permitted  or
contemplated by this Agreement,  no event or condition shall have occurred which
has  adversely  affected or may  adversely  affect in any respect the  condition
(financial or otherwise) of CMCI or Purchaser.

         (d)  CMCI'S  CERTIFICATE.  CMCI  shall  have  delivered  to  SUPERIOR a
certificate dated the Closing Date,  certifying that the conditions specified in
Section  6.3(a),  (b) and (c) above  have been  fulfilled  and as to such  other
matters as SUPERIOR may reasonably request.

         (e) NO  LITIGATION.  No  litigation,  arbitration  or  other  legal  or
administrative  proceeding  shall have been commenced or be pending by or before
any court,  arbitration  panel or  governmental  authority or  official,  and no
statute,  rule or  regulation  of any  foreign or  domestic,  national  or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.

         (f)  APPOINTMENT.  Messrs Rowland Carey and Jerry Witte shall have been
appointed  to the Board of Directors  of CMCI  effective at the Closing.  Daniel
Brailey  shall  resign  as  President  effective  immediately  and  as  director
effective 10 days after Notice under Section 14f of the Securities  Exchange Act
of 1934. Daniel Brailey shall resign as Director  effective 10 days after Notice
under 14f. Rowland Carey shall be appointed as President,  and Jerry Witte shall
be appointed as Secretary.

         (g) CONSENTS.  CMCI shall have obtained all  authorizations,  consents,
waivers  and  approvals  as may  be  required  to  consummate  the  transactions
contemplated by this Agreement including, but not limited to, those with respect
to any Material CMCI Agreement.

         (h)  DUE  DILIGENCE  REVIEW.  SUPERIOR  shall  have  completed  its due
diligence  investigation of CMCI and Purchaser to its satisfaction,  in its sole
and absolute discretion.

         (i)  CAPITAL  COMMITMENT.  As a  condition  of closing  CMCI shall have
delivered  to SUPERIOR  $1,000,000  in the form of a third party a  Subscription
Agreement, due January 30, 2007, also described in 8.19 below.

         (j) OPINION OF COUNSEL. CMCI shall have obtained an opinion letter from
counsel  to  CMCI  addressed  to  SUPERIOR  in  form  and  substance  reasonably
acceptable to SUPERIOR, and such opinion shall not have been withdrawn.

         6.4 CONDITIONS  PRECEDENT TO THE  OBLIGATIONS  OF CMCI.  Each and every
obligation of CMCI to consummate  the  transactions  described in this Agreement
and any and all liability of CMCI and Purchaser to SUPERIOR  shall be subject to
the  fulfillment  on or before  the  Closing  Date of the  following  conditions
precedent:

         (a)  REPRESENTATIONS  AND WARRANTIES TRUE. Each of the  representations
and  warranties  of SUPERIOR  contained  herein or in any  certificate  or other
document  delivered  pursuant  to  this  Agreement  or in  connection  with  the

                                       21
<PAGE>

transactions  contemplated  hereby  shall be true and  correct  in all  material
respects as of the Closing Date with the same force and effect as though made on
and as of such date.

         (b)  PERFORMANCE.  SUPERIOR  shall have  performed  and complied in all
material respects with all of the agreements, covenants and obligations required
under this  Agreement to be performed or complied  with by it on or prior to the
Closing Date.

         (c)  SUPERIOR'S  CERTIFICATE.  SUPERIOR shall have delivered to CMCI, a
certificate  addressed  to CMCI,  dated the Closing  Date,  certifying  that the
conditions specified in Sections 6.4(a), and (b) above have been fulfilled.

         (d) NO  LITIGATION.  No  litigation,  arbitration  or  other  legal  or
administrative  proceeding  shall have been commenced or be pending by or before
any court,  arbitration  panel or  governmental  authority or  official,  and no
statute,  rule or  regulation  of any  foreign or  domestic,  national  or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.

         (e)  CONSENTS.   SUPERIOR  shall  have  obtained  all   authorizations,
consents,   waivers  and  approvals  as  may  be  required  to  consummate   the
transactions contemplated by this Agreement, including but not limited to, those
with respect to any Material Agreement of SUPERIOR.

         (f) USAS.  SUPERIOR  shall have  caused  the  subsidiary,  USAS,  to be
incorporated, as described above.

         6.5 BEST EFFORTS.  Subject to the terms and conditions provided in this
Agreement,  each of the parties shall use their  respective best efforts in good
faith to take or cause to be taken as promptly  as  practicable  all  reasonable
actions  that  are  within  its  power to  cause  to be  fulfilled  those of the
conditions  precedent to its obligations or the obligations of the other parties
to consummate the transactions contemplated by this Agreement that are dependent
upon its actions,  including obtaining all necessary  consents,  authorizations,
orders, approvals and waivers.

         6.6  TERMINATION.  This  Agreement  and the  transactions  contemplated
hereby may be  terminated  (i) at any time by the mutual  consent of the parties
hereto;  (ii) by  SUPERIOR,  or by CMCI,  if the Closing has not  occurred on or
prior to December 31, 2007 (such date of termination being referred to herein as
the  "Termination  Date"),  provided the failure of the Closing to occur by such
date is not the result of the  failure of the party  seeking to  terminate  this
Agreement  to perform  or fulfill  any of its  obligations  hereunder;  (iii) by
SUPERIOR at any time at or prior to Closing in its sole discretion if (1) any of
the  representations  or warranties of CMCI, and Purchaser in this Agreement are
not in all  material  respects  true,  accurate  and  complete  or if CMCI,  and
Purchaser  breach  in any  material  respect  any  covenant  contained  in  this
Agreement,  provided that such  misrepresentation  or breach is not cured within
ten (10)  business  days after  notice  thereof,  but in any event  prior to the
Termination  Date  or  (2)  any  of  the  conditions   precedent  to  SUPERIOR's

                                       22
<PAGE>

obligations  to conduct the Closing have not been satisfied by the date required
thereof;  (iv) by CMCI at any time at or prior to Closing in its sole discretion
if (1) any of the  representations  or warranties of SUPERIOR in this  Agreement
are not in all  material  respects  true,  accurate  and complete or if SUPERIOR
breaches in any  material  respect any  covenant  contained  in this  Agreement,
provided  that such  misrepresentation  or breach is not cured  within  ten (10)
business days after notice  thereof,  but in any event prior to the  Termination
Date or (2) any of the conditions precedent to SUPERIOR's obligations to conduct
the  Closing  have not been  satisfied  by the date  required  thereof.  If this
Agreement is terminated  pursuant to this Section 6.6,  written  notice  thereof
shall  promptly be given by the party  electing  such  termination  to the other
party and,  subject to the  expiration  of the cure periods  provided in clauses
(iii) and (iv) above,  if any, this Agreement  shall  terminate  without further
actions by the parties and no party  shall have any  further  obligations  under
this  Agreement.   Notwithstanding  the  preceding   sentence,   the  respective
obligations of the parties under  Sections 7.1 shall survive the  termination of
this Agreement.  Notwithstanding  anything to the contrary  contained herein, if
the termination of this Agreement is a result of the willful  misrepresentation,
willful inaccuracy or omission in a representation,  willful breach of warranty,
fraud or any willful failure to perform or comply with any covenant or agreement
contained  herein,  the  aggrieved  party shall be entitled to recover  from the
non-performing  party all out-of-pocket  expenses which such aggrieved party has
incurred and the  termination of this Agreement shall not be deemed or construed
as  limiting or denying  any other  legal or  equitable  right or remedy of such
party.

                                   ARTICLE VII

                                    COVENANTS

         7.1 GENERAL  CONFIDENTIALITY.  CMCI, and Purchaser acknowledge that the
Intellectual Property and all other confidential or proprietary information with
respect to the business and  operations  of SUPERIOR are  valuable,  special and
unique assets of SUPERIOR.  CMCI,  and  Purchaser  shall not, at any time either
before or after the  Closing  Date,  disclose,  directly or  indirectly,  to any
Person,  or use or purport to authorize  any Person to use any  confidential  or
proprietary  information with respect to SUPERIOR,  whether or not for CMCI, and
Purchaser own benefit,  without the prior written  consent of SUPERIOR or unless
required by law,  including  without  limitation,  (i) any of  SUPERIOR's  trade
secrets,  designs,   formulae,   drawings,   Intellectual  Property,   diagrams,
techniques, research and development,  specifications,  data, know-how, formats,
marketing plans, business plans, budgets, strategies,  forecasts or client data;
(ii) information relating to the products developed by SUPERIOR, (iii) the names
of SUPERIOR's customers and contacts, (iv) SUPERIOR's marketing strategies,  (v)
the names of SUPERIOR's  vendors and  suppliers,  (vi) the cost of materials and
labor,  and the prices  obtained for products or services  sold  (including  the
methods used in price  determination,  manufacturing and sales costs), (vii) the
lists  or  other  written  records  used  in  SUPERIOR's   business,   including
compensation  paid to employees and  consultants  and other terms of employment,
production operation techniques or any other confidential  information of, about
or pertaining  to the business of SUPERIOR,  and,  (viii) all tangible  material
that embodies any such  confidential and proprietary  information as well as all
records, files, memoranda,  reports, price lists, drawings,  plans, sketches and
other written and graphic records, documents,  equipment, and the like, relating
to the  business of SUPERIOR,  and (ix) any other  confidential  information  or

                                       23
<PAGE>

trade  secrets  relating to the  business or affairs of SUPERIOR  which CMCI and
Purchaser  may  acquire or develop  in  connection  with or as a result of their
performance of the terms and conditions of this  Agreement,  excepting only such
information  as is already  known to the public or which may become known to the
public  without  any  fault  of  CMCI  and  Purchaser  or in  violation  of  any
confidentiality  restrictions;  provided, however, that the restrictions of this
Section 7.1 shall not be applicable  to CMCI and  Purchaser in  connection  with
such Parties' enforcement of its rights under this Agreement. CMCI and Purchaser
acknowledge  that  SUPERIOR  would not enter  into this  Agreement  without  the
assurance that all such  confidential  and proprietary  information will be used
for the exclusive benefit of SUPERIOR.

         7.2 CONTINUING  OBLIGATIONS.  The restrictions set forth in Section 7.1
are  considered by the parties to be  reasonable  for the purposes of protecting
the  value  of the  business  and  goodwill  of  SUPERIOR.  CMCI  and  Purchaser
acknowledge that SUPERIOR would be irreparably  harmed and that monetary damages
would not  provide an adequate  remedy to  SUPERIOR  in the event the  covenants
contained in Section 7.1 were not complied with in accordance  with their terms.
Accordingly,  CMCI and Purchaser  agree that any breach or threatened  breach by
any of them of any provision of Section 7.1 shall entitle SUPERIOR to injunctive
and other  equitable  relief to secure the enforcement of these  provisions,  in
addition to any other  remedies  (including  damages)  which may be available to
SUPERIOR.  It is the desire and intent of the  parties  that the  provisions  of
Section 7.1 be enforced to the  fullest  extent  permissible  under the laws and
public  policies of each  jurisdiction  in which  enforcement is sought.  If any
provision of Section 7.1 are  adjudicated  to be invalid or  unenforceable,  the
invalid or  unenforceable  provisions shall be deemed amended (with respect only
to the  jurisdiction  in which such  adjudication  is made) in such manner as to
render them  enforceable  and to  effectuate  as nearly as possible the original
intentions  and  agreement of the parties.  In addition,  if any party brings an
action to enforce  Section 7.1 hereof or to obtain damages for a breach thereof,
the  prevailing  party in such  action  shall be  entitled  to recover  from the
non-prevailing party all reasonable attorney's fees and expenses incurred by the
prevailing party in such action.

         7.3 TAX  TREATMENT.  Neither  CMCI and  Purchaser,  nor  SUPERIOR  will
knowingly  take any action,  written or  otherwise,  which  would  result in the
transactions  contemplated  by  this  Agreement  not  being  accounted  for as a
tax-free exchange pursuant to Section 368(a)(1)(B) of the Code.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 NOTICES.  Any notice,  demand,  claim or other  communication under
this Agreement shall be in writing and delivered personally or sent by certified
mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid
overnight  courier to the parties at the  addresses as follows (or at such other
addresses as shall be specified by the parties by like notice):

                  If to CMCI, or Purchaser        Comlink Communications Company

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<PAGE>

                  With a copy to:                 Michael Littman, Esq.
                                                  7609 Ralston Road
                                                  Arvada, CO 80002
                                                  Phone: (303) 422-8127


                  If to SUPERIOR:


                                                  With a copy to:

                                                  Rowland Carey
                                                  800 Bering Dr.
                                                  Suite 100
                                                  Houston, TX 77057
                                                  Phone: (713) 266-7500

                                                  and

                                                  Michael Littman, Esq.
                                                  7609 Ralston Road
                                                  Arvada, CO 80002
                                                  Phone: (303) 422-8127

                  Such notice shall be deemed  delivered  upon  receipt  against
acknowledgment  thereof  if  delivered  personally,  on the third  business  day
following  mailing  if  sent  by  certified  mail,  upon  transmission   against
confirmation  if sent  by  facsimile  and on the  next  business  day if sent by
overnight courier.

         8.2 ENTIRE AGREEMENT;  INCORPORATION.  This Agreement and the documents
and instruments and other agreements among the parties hereto as contemplated by
or referred to herein  contain every  obligation and  understanding  between the
parties relating to the subject matter hereof and merges all prior  discussions,
negotiations,  agreements  and  understandings,  both written and oral,  if any,
between  them,  and  none of the  parties  shall  be  bound  by any  conditions,
definitions,  understandings,   warranties  or  representations  other  than  as
expressly  provided or referred to herein.  All  schedules,  exhibits  and other
documents and agreements executed and delivered pursuant hereto are incorporated
herein as if set forth in their entirety herein.

         8.3 BINDING  EFFECT.  This Agreement shall be binding upon and inure to
the  benefit of the  parties  hereto  and their  respective  successors,  heirs,
personal representatives, legal representatives, and permitted assigns.

         8.4 ASSIGNMENT. This Agreement may not be assigned by any party without
the  written  prior  consent  of the other  parties.  Subject  to the  preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of

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<PAGE>

the parties hereto and their respective successors and permitted assigns.

         8.5 WAIVER AND AMENDMENT. Any representation,  warranty, covenant, term
or condition of this Agreement  which may legally be waived,  may be waived,  or
the  time of  performance  thereof  extended,  at any time by the  party  hereto
entitled to the benefit  thereof,  and any term,  condition  or covenant  hereof
(including,  without limitation,  the period during which any condition is to be
satisfied or any obligation  performed) may be amended by the parties thereto at
any time.  Any such  waiver,  extension  or  amendment  shall be evidenced by an
instrument in writing  executed on behalf of the party against whom such waiver,
extension or amendment is sought to be charged.  No waiver by any party  hereto,
whether express or implied,  of its rights under any provision of this Agreement
shall  constitute a waiver of such party's  rights under such  provisions at any
other time or a waiver of such party's rights under any other  provision of this
Agreement. No failure by any party thereof to take any action against any breach
of this  Agreement or default by another party shall  constitute a waiver of the
former  party's  right to enforce any  provision  of this  Agreement  or to take
action  against  such breach or default or any  subsequent  breach or default by
such other party.

         8.6 NO THIRD PARTY  BENEFICIARY.  Nothing  expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights or remedies  under or by reason of this  Agreement,  except as  otherwise
provided herein.

         8.7  SEVERABILITY.  In the event that any one or more of the provisions
contained  in this  Agreement,  or the  application  thereof,  shall be declared
invalid,  void  or  unenforceable  by a court  of  competent  jurisdiction,  the
remainder  of this  Agreement  shall  remain in full  force and  effect  and the
application  of  such  provision  to  other  Persons  or  circumstances  will be
interpreted  so as  reasonably to effect the intent of the parties  hereto.  The
parties further agree to replace such invalid,  void or unenforceable  provision
with a  valid  and  enforceable  provision  that  will  achieve,  to the  extent
possible,  the economic,  business and other  purposes of such invalid,  void or
unenforceable provision.

         8.8 EXPENSES. Except as otherwise provided herein, each party agrees to
pay, without right of reimbursement  from the other party, the costs incurred by
it incident to the performance of its  obligations  under this Agreement and the
consummation  of  the  transactions  contemplated  hereby,  including,   without
limitation,  costs incident to the preparation of this  Agreement,  and the fees
and disbursements of counsel, accountants and consultants employed by such party
in connection herewith.

         8.9 HEADINGS.  The table of contents and the section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any provisions of this Agreement.

         8.10 OTHER REMEDIES;  INJUNCTIVE  RELIEF.  Except as otherwise provided
herein,  any and all remedies  herein  expressly  conferred upon a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity  upon such  party,  and the  exercise  by a party of any one

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<PAGE>

remedy will not preclude the exercise of any other  remedy.  The parties  hereto
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be  entitled  to seek an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.  In any action at law or suit in equity to enforce this Agreement or the
rights of the parties hereunder, the prevailing party in any such action or suit
shall be entitled to receive a reasonable  sum for its  attorneys'  fees and all
other reasonable costs and expenses incurred in such action or suit.

         8.11  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall  constitute  one and the same  instrument.  Facsimile  signatures
shall be deemed valid and binding.

         8.12  REMEDIES  EXCLUSIVE.  Except  in the case of  fraud or  equitable
remedies expressly  provided for herein, the parties  acknowledge and agree that
the  indemnification  provisions  set  forth  in  Article  V of  this  Agreement
constitute  the parties' sole and  exclusive  remedy with respect to any and all
claims relating to the  transactions  contemplated by this Agreement.  Governing
Law. This Agreement has been entered into and shall be construed and enforced in
accordance  with the laws of the State of  Colorado,  without  reference  to the
choice of law principles thereof.

         8.13  JURISDICTION  AND VENUE.  This Agreement  shall be subject to the
exclusive  jurisdiction of the courts of Jefferson County Colorado.  The parties
to this  Agreement  agree  that  any  breach  of any term or  condition  of this
Agreement  shall be deemed to be a breach  occurring in the State of Colorado by
virtue of a failure to perform an act  required to be  performed in the State of
Colorado and irrevocably  and expressly  agree to submit to the  jurisdiction of
the courts of the State of Colorado  for the purpose of  resolving  any disputes
among the parties  relating to this Agreement or the  transactions  contemplated
hereby.  The parties  irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,  or any
judgment  entered by any court in respect  hereof  brought in Jefferson  County,
Colorado,  and  further  irrevocably  waive any claim  that any suit,  action or
proceeding  brought  in  Jefferson  County,  Colorado  has  been  brought  in an
inconvenient forum.

         8.14 PARTICIPATION OF PARTIES.  The parties hereby agree that they have
been  represented  by  counsel  during the  negotiation  and  execution  of this
Agreement and, therefore, waive the application of any law, regulation, holding,
or rule of  construction  providing  that  ambiguities  in an agreement or other
document  will be  construed  against  the  party  drafting  such  agreement  or
document.

         8.15 FURTHER  ASSURANCES.  The parties hereto shall deliver any and all
other instruments or documents  reasonably required to be delivered pursuant to,
or  necessary  or  proper  in order to give  effect  to,  all of the  terms  and
provisions of this Agreement including,  without limitation, all necessary stock
powers and such other  instruments  of transfer as may be necessary or desirable

                                       27
<PAGE>

to transfer ownership of the SUPERIOR Stock.

         8.16 PUBLICITY.  No public  announcement or other publicity  concerning
this Agreement or the transactions contemplated hereby shall be made without the
prior written consent of both SUPERIOR and CMCI as to form, content,  timing and
manner of  distribution.  Nothing  contained herein shall prevent any party from
making any filing required by federal or state securities laws or stock exchange
rules.

         8.17 Restricted Share Position. Concurrently with the closing hereunder
and as condition  hereof,  James Bell and Daniel Brailey,  holders of 45,000,000
restricted common shares of CMCI (31,500,000 to Brailey and 13,500,000 to Bell),
will,  for the sum of $10.00 sell and surrender such  45,000,000  common shares,
for  retirement to treasury of CMCI.  Such shares shall be transmitted to Escrow
Agent in  certificate  form,  together with a Guaranteed  signed stock power for
such shares,  for delivery and retirement to treasury upon payment of $5.00 each
to James Bell and Daniel  Brailey.  Bell and Brailey shall also, at closing,  be
entitled to retain and take from CMCI the  existing  internet  business of CMCI,
including the website, domain name, associated  intellectual property,  customer
lists, etc.

         8.18 Share  Capital.  The current  number of shares  which  Comlink has
outstanding  (prior to the  cancellation  OR RETIREMENT set out in item 3 above)
are  63,360,000  COMMON  shares AND NO PREFERRED  SHARES.  Neither  Superior nor
Comlink shall,  without the express written consent of the other party, issue or
cancel any common shares,  preferred shares,  options, calls, puts, warrants, or
other  securities  (or  rights to  acquire  securities)  of any sort  whatsoever
pending the closing of the Transaction, except as expressly set out in this term
sheet.

         8.19 Private Offering.  Within 30 days following the Closing, CMCI will
conduct a private  offering in compliance  with all applicable  securities  laws
(the  "Offering"),  pursuant  to which  CMCI will  issue up to an  aggregate  of
3,750,000  shares of its Common Stock as follows:  (i)  Investors  will purchase
units consisting of a combination of common shares and warrants,  (ii) the Units
will  consist of 2 common  shares of stock and one purchase  warrant,  (iii) the
purchase  price for such common  shares will be $0.40 per share for an aggregate
of  $1,000,000  or  2,500,000  common  shares  of stock;  and (iv) the  purchase
warrants shall be  EXERCISEABLE at a strike price of $0.80 per share for a total
of UP TO $1,000,000, or 1,250,000 shares.

         8.20 Use of Offering  Proceeds.  CMCI shall use the  proceeds  from the
Offering AS FOLLOWS:

         (a)      FIRST,  for the acquisition of the Guzman lease  contiguous to
                  the Benton lease; AND
         (b)      SECOND, FOR an expansion of the drilling program on the Benton
                  lease.  This  program  shall  include,  subject to  geological
                  REPORTS,  ASSESSMENTS,  OR  recommendations,  the drilling and
                  completion  of eight (8) wells on the Benton  lease in Navarro
                  County and one well for the Del Monte lease in Zavalla County.
                  Superior  shall  use any  proceeds  from the  EXERCISE  of ANY
                  Warrants ISSUED  PURSUANT TO THE OFFERING,  IN TWO PROGRAMS of
                  up to $500,000 each for the expansion of the drilling program.
                  The  expansion,   subject  to  further   geological   REPORTS,
                  ASSESSMENTS,  OR  recommendations,  will  consist of UP to ten
                  (10)  wells in the  Benton  lease  and one (1) well in the Del
                  Monte lease

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<PAGE>

          8.21 Investor Relations.  In Connection with the Acquisition,  Comlink
will enter into a  consulting  agreement  with The Regency  Group,  LLC. for the
provision of services relating to investor relations, public relations agreement
and public  company  website  maintenance,  pursuant to which The Regency  Group
shall be  compensated  by the issuance of 500,000 fully paid and  non-assessable
common  shares of  Comlink  under  Rule 144,  WHICH  SHARES  WILL BE  SUBJECT TO
RESTRICTIONS FROM SALE OR TRANSFER EXCEPT UNDER RULE 144 OR UPON REGISTRATION.


























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<PAGE>


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

                         COMLINK COMMUNICATIONS COMPANY


                         By:/s/Daniel Brailey
                         ______________________________________
                         Name:  Daniel Brailey
                         Title: President

                         USA SUPERIOR ENERGY, INC.

                         By:/s/G. Rowland Carey
                         _________________________________________
                         Name:G. Rowland Carey
                         Title: Manager

                         USAS ACQUISITION, INC.


                         By:_______________________________________
                         Name:
                         Title: President


                         James Bell (as to Section 8.17 only)


                         /s/James Bell
                         ----------------------------------------

                         Daniel Brailey in his personal capacity

                         /s/Daniel Brailey
                         -----------------------------------------





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