CONTRIBUTION AGREEMENT

                                     between

                                JAMES B. LAPORTE
                               as the Contributor

                                       and

                              SAKER ONE CORPORATION

                               as the Contributee

                          Dated as of December 15, 1998



<PAGE>

                             CONTRIBUTION AGREEMENT

         THIS CONTRIBUTION  AGREEMENT (THIS  "AGREEMENT"),  dated as of December
15, 1998, is between JAMES B. LAPORTE,  an individual and  resident of the State
of Texas (THE  "CONTRIBUTOR"),  and SAKER ONE  CORPORATION,  a Utah  Corporation
("CONTRIBUTEE").

                                    RECITALS

     A.Pursuant to an Acquisition  Agreement  dated as of December 15, 1998 (THE
"ACQUISITION  AGREEMENT"),  Contributee  acquired all of the outstanding capital
stock of Triad Compressor, Inc., a Texas corporation ("TRIAD-TEXAS") in exchange
for  shares  of  common  stock of  Contributee  issued  to the  shareholders  of
TRIAD-TEXAS (THE "SHAREHOLDERS").

     B.  Contributor  is a   Party  to that   certain  License   Agreement  (the
"COMPRESSOR AGREEMENT"),  dated as of March 13, 1996, by and between Triad-Texas
and Contributor, a copy of which is attached as Exhibit A.

     C.  The  Acquisition  Agreement  contemplates  that  concurrently  with the
contribution by the Shareholders of the stock of Triad-Texas,  Contributor shall
enter into this Agreement with Contributee.


                             STATEMENT OF AGREEMENT

         In  consideration  of  the  foregoing,   the  mutual   representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Contributor and the Contributee hereby agree as follows:

                                   ARTICLE I

                                 THE TRANSACTION

1.1 ISSUANCE OF SHARES.  Subject to the terms and  conditions  set forth herein,
the  Contributee  shall  issue  to the   Contributor  1,350,000  shares  of  the
Contributee's common stock, par value $.01 per share (the "SHARES").

1.2      ROYALTY PAYMENTS.

          (A)  SEPARATION  TECHNOLOGY.   For  the  purpose  of  this  Agreement,
     "SEPARATION  TECHNOLOGY"  shall  include,  but not be limited  to, (i) U.S.
     Patent  5,902,224,  and related U.S.  patent  filings  (including,  without
     limitation, continuations,  divisionals and continuations-in-part thereof),
     and foreign  counterpart  patent filings to these,  and the inventions more
     fully  described  therein,  (ii) the Mass-Mass Cell  Centrifuge  technology
     described in Exhibit B to this Agreement,  (iii) the Censa Rotor centrifuge
     technology  described in Exhibit C to this  Agreement,  (iv) the Compressor
     technology  described  in  Exhibit D to this  Agreement,  (v) all  designs,
     technical  information,  know-how,  knowledge,  data  specifications,  test
     results,  formulas,  patent  applications,  drawings,  prototypes and other
     information  which  arise from or relate to the  selective  separation  and
     purification  of gas components  from a mixture thereof and (vi) all future
     improvements,  developments,  derivative  works or  additions to any of the
     aforementioned of any kind that may be developed  directly or indirectly by
     Contributee.

                                       1

<PAGE>

          (B) ROYALTY  PAYMENT.  Subject to the terms and  conditions  set forth
     herein,  the  Contributee  agrees to pay Contributor a royalty payment (the
     "ROYALTY  PAYMENT")  equal to the  greater of (a) 0.444% of gross  receipts
     derived  from  the  use,  benefit,  licensing,  transfer  and  sale  of the
     Separation Technology, or (b) a minimum royalty payment of $4,444 per year.
     The right to receive royalty  payments (the "ROYALTY")  shall commence with
     respect to gross  receipts  received by  Contributee  for the calendar year
     ending December 31, 2000. For the purpose of this provision, gross receipts
     shall be  interpreted to include any and all revenue that may be derived in
     connection  with or relating to the use,  benefit,  licensing,  transfer or
     sale of the  Separation  Technology,  regardless  whether  such revenue was
     received in cash  securities or other property.  Royalty  Payments shall be
     due upon  such  gross  receipts  received  for the  life of the  Separation
     Technology.  Contributor  agrees that Royalty  Payments shall attach to the
     Separation  Technology  regardless  of the entity that  derives the benefit
     from the Separation Technology,  including,  without limitation,  continued
     Royalty Payments under this Agreement as a condition for the sale, transfer
     or conveyance of the Separation Technology to any third party.

          (C) PAYMENT.  At the  election of the  Contributor,  Royalty  Payments
     shall be payable (i) in cash or (ii) in  additional  shares of common stock
     of the  Contributee.  Royalty  Payments  shall  be paid by  Contributee  to
     Contributor  within thirty (30) days after the  conclusion of each calendar
     quarter,  provided,  however,  that royalties based on non-U.S. or non-cash
     gross  receipts may be paid within sixty (60) days after the  conclusion of
     the relevant  quarter.  Royalty Payments shall be accompanied by a detailed
     accounting of the basis for such payment, identifying the source and amount
     of applicable revenues so received.

          (D) RIGHT TO AUDIT.  Contributee  shall,  upon  written  request  from
     Contributor,  during normal  business  hours,  but not more frequently than
     once each calendar year,  provide access to pertinent  records  relating to
     gross receipts  received and Royalties  Payments payable in connection with
     the  Separation   Technology  under  this  Agreement,   to  an  independent
     accounting  firm chosen by Contributor  for purposes of auditing the amount
     of  Royalty   Payments  due  to  Contributor   during  any  calendar  year.
     Contributee  shall be  responsible  for all expenses  associated  with such
     audit.  Upon receipt by  Contributee  of a request for an audit as provided
     hereby,  Contributee  shall  provide a copy of such request  within 10 days
     after receipt thereof to all Royalty holders  entitled to Royalty  Payments
     with  respect to the  Separation  Technology.  The  independent  audit firm
     selected  to conduct  such audit  shall be  designated  by the holders of a
     majority-in-interest  (by Royalty  percentage)  of the Royalties  within 30
     days  after  receipt  by such  holders  of notice of a request  for  audit.
     Royalty  holders  who fail to  designate  an audit  firm shall be deemed to
     concur with the  selection  of an auditor  made by the  Royalty  holder who
     initiates an audit  request.  In no event shall  Contributee be required to
     conduct more than one audit per year on behalf of all royalty holders.


                                       2
<PAGE>

1.3  ASSIGNMENT.  Subject to the terms and conditions  set forth herein,  and as
full  consideration  for  the  issuance  of the  Shares  by the  Contributee  to
Contributor,  and the Royalty  Payments to be paid  hereunder,  the  Contributor
hereby  grants,  assigns,   transfers,   conveys,  delivers  and  confirms  unto
Contributee  and its  successors  and  assigns  forever,  all  right,  title and
interest in and to the Compressor Agreement, free and clear of all claims, liens
and  encumbrances  other than the right of  Contributor  to receive  the Royalty
Payment pursuant to this Agreement.  Contributee  hereby accepts such assignment
and hereby assumes all duties and obligations of Contributor with respect to the
Compressor Agreement.

1.4      THE CLOSING.

          (A) CLOSING OF TRANSACTIONS. The Closing of all transactions set forth
     herein (the "CLOSING"),  including all transfers, assignments and payments,
     shall  occur  effective  as of the date hereof at such place as the parties
     may  mutually  agree.  The  date  on  which  the  Closing  of  all  of  the
     transactions  contemplated  hereby  occurs  is  herein  referred  to as the
     "CLOSING DATE."

          (B) DELIVERIES BY THE  CONTRIBUTEE.  At the Closing,  the  Contributee
     shall  deliver  to the  Contributor:  (i)  one or more  stock  certificates
     representing  the Shares,  each registered in such names as the Contributor
     shall  designate,  (ii)  all  other  documents,  instruments  and  writings
     required to be delivered at or prior to the Closing by the  Contributee  in
     order to complete the transactions contemplated by this Agreement.

          (C) DELIVERIES BY THE  CONTRIBUTOR.  At the Closing,  the  Contributor
     shall deliver to the  Contributee  all documents,  instruments and writings
     required to be  executed  and  delivered  at or prior to the Closing by the
     Contributor  in order to complete  the  transactions  contemplated  by this
     Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTEE.  The Contributee hereby
represents and warrants to the Contributor as of the date hereof:

          (A) ORGANIZATION AND QUALIFICATION.  The Contributee is a corporation,
     duly organized, validly existing and in good standing under the laws of the
     State of Utah, with the requisite  corporate power and authority to own and
     use its  properties  and assets and to carry on its  business as  currently
     conducted.  The Contributee is duly qualified to do business and is in good
     standing as a foreign  corporation in each jurisdiction in which the nature
     of the business  conducted or property owned by it makes such qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case  may be,  would  not  have a  material  adverse  effect  on the
     business, assets or financial condition of the Contributee.

          (B)  AUTHORIZATION;  ENFORCEMENT.  The  Contributee  has the requisite
     corporate  power and authority to execute and deliver this Agreement and to
     perform  its  obligations  hereunder  and to  consummate  the  transactions
     contemplated  hereby.  The execution and delivery of this  Agreement by the
     Contributee  and the  consummation by it of the  transactions  contemplated
     hereby and  thereby has been duly  authorized  by all  requisite  corporate
     action  on the  part of the  Contributee.  This  Agreement  has  been  duly
     executed and delivered by the Contributee and constitutes the legal,  valid
     and  binding  obligation  of  the  Contributee   enforceable   against  the
     Contributee in accordance with its terms, except as such enforceability may
     be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium,  liquidation or similar laws affecting  creditors' rights or by
     other equitable principles of general application. The execution,  delivery
     and performance of this Agreement by the  Contributee and the  consummation
     by the Contributee of the transactions contemplated hereby will not require
     any notice to, filing with, or the consent,  approval or  authorization  of
     any person or governmental authority.

                                       3
<PAGE>

          (C)  CAPITALIZATION.  The authorized  capital stock of the Contributee
     consists of 25,000,000  shares of common stock,  14,600,000 shares of which
     are  issued  and  outstanding.  No  shares  of  any  capital  stock  of the
     Contributee are entitled to preemptive or similar rights, nor is any holder
     entitled to  preemptive or similar  rights  arising out of any agreement or
     understanding  with the  Contributee.  There  are no  outstanding  options,
     warrants,  conversion  rights,  exchange rights,  exercise  rights,  calls,
     commitments or other rights of any character  whatsoever  giving any person
     any right to subscribe for or acquire any capital stock of the Contributee,
     or any contracts, commitments, understandings, or arrangements by which the
     Contributee  is or may  become  bound to  issue  additional  shares  of its
     capital stock.

          (D) ISSUANCE OF SHARES. The Shares have been duly authorized, and when
     issued and paid for in accordance  with the terms hereof,  shall be validly
     issued, fully paid and nonassessable.

          (E) NO CONFLICTS.  The  execution,  delivery and  performance  of this
     Agreement and the Royalty Agreement by the Contributee and the consummation
     by the Contributee of the transactions  contemplated  hereby and thereby do
     not and will  not:  (i)  conflict  with or  violate  any  provision  of the
     Contributee's charter documents or bylaws; (ii) conflict with, constitute a
     default  (or an event  which  with  notice  or lapse of time or both  would
     become a  default)  under,  or give to others  any  rights of  termination,
     amendment,  acceleration  or cancellation  of, any agreement,  indenture or
     instrument to which the Contributee is a party or by which any asset of the
     Contributee  is bound or  affected;  or (iii)  result in a violation of any
     law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
     restriction of any court or governmental authority to which the Contributee
     is subject  (including  federal and state securities laws and regulations),
     or by which any asset of the Contributee is bound or affected.

          (F) PRIVATE OFFERING. The offer and sale of the Shares are exempt from
     registration under Section 5 of The Securities Act of 1933, as amended (the
     "SECURITIES  ACT").  Neither the  Contributee  nor any person acting on its
     behalf has taken or will take any action which might  subject the offering,
     issuance or sale of the Shares to the registration  requirements of Section
     5 of the Securities Act.

2.2  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTOR.  The Contributor hereby
represents and warrants to the Contributee as of the date hereof:

          (A) POWER AND AUTHORITY.  The Contributor is an individual residing in
     the State of Minnesota.  The Contributor  has the requisite  competence and
     authority to execute and deliver the Agreement,  to perform his obligations
     hereunder and to consummate the transactions contemplated hereby.

                                       4
<PAGE>

          (B)  ENFORCEMENT.  This Agreement has been duly executed and delivered
     by the Contributor and constitutes the legal,  valid and binding obligation
     of the Contributor  enforceable  against the Contributor in accordance with
     its terms,  except as such  enforceability  may be  limited  by  applicable
     bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar
     laws  affecting  creditors'  rights  or by other  equitable  principles  of
     general  application.  The  execution,  delivery  and  performance  of this
     Agreement by the Contributor and the consummation by the Contributor of the
     transactions  contemplated  hereby will not  require any notice to,  filing
     with,  or  the  consent,   approval  or  authorization  of  any  person  or
     governmental authority.

          (C)  INVESTMENT  INTENT.  The  Contributor is acquiring the Shares for
     Contributor's own account for investment  purposes only and not with a view
     to or for  distributing  or  reselling  the  Shares or any part  thereof or
     interest therein, without prejudice, however, to the Contributor's right at
     all times to sell or  otherwise  dispose  of all or any part of the  Shares
     pursuant to an effective  registration  statement  under the Securities Act
     and in  compliance  with  applicable  state  securities  laws,  or under an
     exemption from such registration.

          (D)  ACCESS  TO  INFORMATION.   The  Contributor   acknowledges   that
     Contributor has been afforded: (i) the opportunity to ask such questions as
     he deemed necessary of, and to receive answers from, representatives of the
     Contributee  concerning  the terms and  conditions  of the  offering of the
     Shares, and the merits and risks of investing in the Shares; (ii) access to
     information   about  the  Contributee  and  the   Contributee's   financial
     condition,  results of  operations,  business,  properties,  management and
     prospects  sufficient to enable him to evaluate his  investment;  and (iii)
     the opportunity to obtain such additional information which the Contributee
     possesses or can acquire  without  unreasonable  effort or expense that the
     Contributor  believes is necessary to make an informed  investment decision
     with respect to the Shares.

          (E) NO VIOLATIONS;  CONFLICTS. The execution, delivery and performance
     of  this  Agreement  by  the  Contributor  and  the   consummation  by  the
     Contributor of the  transactions  contemplated  hereby do not and will not:
     (i) conflict  with,  constitute a default (or an event which with notice or
     lapse of time or both would become a default)  under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     agreement,  indenture or instrument to which the  Contributor is a party or
     by which any  property of the  Contributor  is bound or  affected;  or (ii)
     result  in a  violation  of any law,  rule,  regulation,  order,  judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority to which the Contributor is subject  (including federal and state
     securities laws and regulations),  or by which any asset of the Contributor
     is  bound  or  affected.   The  Contributor  has  not  granted,   assigned,
     transferred  or conveyed any right,  title or interest  whatsoever in or to
     the  Separation   Technology  to  any  person  or  entity  other  than  the
     Contributee,   and  no  lien  exists  on,  in  or  against  the  Separation
     Technology.

                                       5
<PAGE>

                                  ARTICLE III

                         OTHER AGREEMENTS OF THE PARTIES

3.1      TRANSFER RESTRICTIONS.

          (A) REGISTRATION  REQUIREMENTS.  If the Contributor decides to dispose
     of any of the Shares held by Contributor,  the Contributor  understands and
     agrees  that  he may  do so  only  pursuant  to an  effective  registration
     statement  under the Securities  Act or pursuant to an available  exemption
     from the registration requirements of the Securities Act.

          (B) LEGEND.  The Contributor agrees to the imprinting of the following
     legend on the certificates representing the Shares:

                  THE  ISSUANCE OF THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
         BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION OR THE
         SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM
         REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
         ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

                                   ARTICLE IV

                           INDEMNIFICATION AND DAMAGES

4.1 INDEMNIFICATION BY CONTRIBUTEE. The Contributee shall indemnify, defend, and
hold the  Contributor  and its successors and assigns  harmless from any and all
claims, losses, liabilities and damages, including, without limitation,  amounts
paid in settlement,  reasonable costs of  investigation  and reasonable fees and
disbursements of counsel, directly or indirectly related or arising with respect
to (i) any inaccuracy in any representation or warranty of the Contributee under
this  Agreement;  or (ii) any  failure to perform or  observe  any  covenant  or
agreement to be performed by the  Contributee set forth in this Agreement or any
document delivered to the Contributor pursuant to this Agreement.

4.2 INDEMNIFICATION BY CONTRIBUTOR. The Contributor shall indemnify, defend, and
hold the  Contributee  and its successors and assigns  harmless from and against
any  and  all  claims,  losses,  liabilities  and  damages,  including,  without
limitation,  amounts paid in settlement,  reasonable costs of investigation  and
reasonable fees and disbursements of counsel,  directly or indirectly related or
arising with respect to (i) any inaccuracy in any  representation or warranty of
the Contributor under this Agreement;  or (ii) any failure to perform or observe
any covenant or agreement to be performed by the  Contributor  set forth in this
Agreement  or  any  document  delivered  to the  Contributee  pursuant  to  this
Agreement.

                                       6
<PAGE>

                                   ARTICLE V

                                  MISCELLANEOUS

5.1 FEES AND EXPENSES.  The Contributee  shall pay the fees and expenses of both
the Contributee and the Contributor  incident to the  negotiation,  preparation,
execution,  delivery and performance of this Agreement. In connection therewith,
the Contributee  shall promptly  reimburse the Contributor for any such fees and
expenses that  Contributor has incurred,  including the fees and expenses of the
Contributor's legal counsel. The Contributee shall pay all stamp and other taxes
and duties levied in  connection  with the issuance of the  Securities  pursuant
hereto.

5.2  ENTIRE   AGREEMENT;   AMENDMENTS.   This  Agreement   contains  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.

5.3 NOTICES.  Any notice or other  communications  hereunder shall be in writing
and shall be deemed to have been duly  given if  delivered  by hand or mailed to
the address listed below:

         If to the Contributee:

                  SAKER ONE CORPORATION
                  Coble Building
                  620 S. Taylor
                  Amarillo, Texas  79101

                  Attention:  Scott Brosier

         If to the Contributor:

                  James B. LaPorte
                  284 Enclaves
                  Coppell, TX  75019

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

5.4 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment,  by both the
Contributee  and the  Contributor;  or in the  case of a  waiver,  by the  party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.

                                       7
<PAGE>

5.5 HEADINGS.  The headings herein are for convenience only, do not constitute a
part of this  Agreement  and shall  not be deemed to limit or affect  any of the
provisions hereof.

5.6  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.

5.7  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  and
enforced in  accordance  with the  internal  laws of the State of Texas  without
regard to the principles of conflicts of law thereof.

5.8 SURVIVAL.  The agreements,  covenants,  and  representations  and warranties
contained in this Agreement shall survive the Closing.

5.9  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other parties,  it being  understood  that all parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  executing  party  with the same  force and effect as if such
facsimile signature page were an original thereof.

5.10  SEVERABILITY.  In case any one or more of the provisions of this Agreement
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

5.11 FURTHER  ASSURANCES.  Each party to this  Agreement  agrees to execute such
documents  or  instruments,  and to take such  action,  as the  other  party may
reasonably request after the Closing Date in order to effectuate and perfect the
transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the date first above written.


                        CONTRIBUTOR

                        _______________________________
                        James B. LaPorte



                        CONTRIBUTEE

                        SAKER ONE CORPORATION, a Utah corporation


                        By:____________________________
                        Name:__________________________
                        Title:_________________________


                              DISCLAIMER OF RIGHTS

Trinity  Research,  Inc.,  a Minnesota  corporation  and Michael R. Bloom hereby
acknowledge  and confirm  that  neither of such  parties  have any rights to the
Compressor  Agreement  or the  technology  that is the subject  thereof,  having
heretofore transferred all rights to such technology to Triad Compressor,  Inc.,
a Texas corporation.

                        TRINITY RESEARCH, INC.


                        By:___________________________

                        Name:_________________________

                        Title:________________________

                        ______________________________
                        MICHAEL R. BLOOM





                                        9
<PAGE>

                       CONSENT TO TRANSFER AND ASSIGNMENT

Triad Compressor, Inc., a Texas corporation hereby consents to the assignment by
Contributor to Contributee of Contributor's  right, title and interest in and to
the compressor agreement as described above.

                        TRIAD COMPRESSOR, INC.


                        By:___________________________
                        Name:_________________________
                        Title:________________________



                                       10

<PAGE>
                             CONTRIBUTION AGREEMENT

                                     between

                         THE KADEN GORDON GROUP I, LTD.
                               as the Contributor

                                       and

                              SAKER ONE CORPORATION

                               as the Contributee

                          Dated as of December 15, 1998



<PAGE>

                             CONTRIBUTION AGREEMENT

         THIS CONTRIBUTION  AGREEMENT (THIS  "AGREEMENT"),  dated as of December
15, 1998, is between THE KADEN GORDON GROUP 1, LTD., a Texas limited partnership
(THE  "CONTRIBUTOR"),  and SAKER ONE  CORPORATION,  a Utah  Corporation
("CONTRIBUTEE").

                                    RECITALS

     A.Pursuant to an Acquisition  Agreement  dated as of December 15, 1998 (THE
"ACQUISITION  AGREEMENT"),  Contributee  acquired all of the outstanding capital
stock of Triad Compressor, Inc., a Texas corporation ("TRIAD-TEXAS") in exchange
for  shares  of  common  stock of  Contributee  issued  to the  shareholders  of
TRIAD-TEXAS (THE "SHAREHOLDERS").

     B.  Contributor  is a Party  to that  certain  Organization  and  Licensing
Agreement (the "KG CENTRIFUGE AGREEMENT"),  dated as of December 1, 1994, by and
between Trinity Research,  Inc. ("TRINITY") and Contributor,  a copy of which is
attached as Exhibit A.

     C.  The  Acquisition  Agreement  contemplates  that  concurrently  with the
contribution by the Shareholders of the stock of Triad-Texas,  Contributor shall
enter into this Agreement with Contributee.


                             STATEMENT OF AGREEMENT

         In  consideration  of  the  foregoing,   the  mutual   representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Contributor and the Contributee hereby agree as follows:

                                   ARTICLE I

                                 THE TRANSACTION

1.1 ISSUANCE OF SHARES.  Subject to the terms and  conditions  set forth herein,
the  Contributee  shall  issue  to the Contributor 800,000  shares of the
contributee's common stock, par value $.01 per share (THE "SHARES").

1.2      ROYALTY PAYMENTS.

          (A)  SEPARATION  TECHNOLOGY.   For  the  purpose  of  this  Agreement,
     "SEPARATION  TECHNOLOGY"  shall  include,  but not be limited  to, (i) U.S.
     Patent  5,902,224,  and related U.S.  patent  filings  (including,  without
     limitation, continuations,  divisionals and continuations-in-part thereof),
     and foreign  counterpart  patent filings to these,  and the inventions more
     fully  described  therein,  (ii) the Mass-Mass Cell  Centrifuge  technology
     described in Exhibit B to this Agreement,  (iii) the Censa Rotor centrifuge
     technology  described in Exhibit C to this  Agreement,  (iv) the Compressor
     technology  described  in  Exhibit D to this  Agreement,  (v) all  designs,
     technical  information,  know-how,  knowledge,  data  specifications,  test
     results,  formulas,  patent  applications,  drawings,  prototypes and other
     information  which  arise from or relate to the  selective  separation  and
     purification  of gas components  from a mixture thereof and (vi) all future
     improvements,  developments,  derivative  works or  additions to any of the
     aforementioned of any kind that may be developed  directly or indirectly by
     Contributee.

                                       1

<PAGE>

          (B) ROYALTY  PAYMENT.  Subject to the terms and  conditions  set forth
     herein,  the  Contributee  agrees to pay Contributor a royalty payment (the
     "ROYALTY  PAYMENT")  equal to the  greater of (a) 0.444% of gross  receipts
     derived  from  the  use,  benefit,  licensing,  transfer  and  sale  of the
     Separation Technology, or (b) a minimum royalty payment of $4,444 per year.
     The right to receive royalty  payments (the "ROYALTY")  shall commence with
     respect to gross  receipts  received by  Contributee  for the calendar year
     ending December 31, 2000. For the purpose of this provision, gross receipts
     shall be  interpreted to include any and all revenue that may be derived in
     connection  with or relating to the use,  benefit,  licensing,  transfer or
     sale of the  Separation  Technology,  regardless  whether  such revenue was
     received in cash  securities or other property.  Royalty  Payments shall be
     due upon  such  gross  receipts  received  for the  life of the  Separation
     Technology.  Contributor  agrees that Royalty  Payments shall attach to the
     Separation  Technology  regardless  of the entity that  derives the benefit
     from the Separation Technology,  including,  without limitation,  continued
     Royalty Payments under this Agreement as a condition for the sale, transfer
     or conveyance of the Separation Technology to any third party.

1.3  ASSIGNMENT.  Subject to the terms and conditions  set forth herein,  and as
full  consideration  for  the  issuance  of the  Shares  by the  Contributee  to
Contributor,  the  Contributor  hereby  grants,  assigns,  transfers,   conveys,
delivers and confirms unto  Contributee and its successors and assigns  forever,
all right,  title and interest in and to the KG Centrifuge  Agreement,  free and
clear of all claims,  liens and  encumbrances.  Contributee  hereby accepts such
assignment  and hereby assumes all duties and  obligations  of Contributor  with
respect to the KG Centrifuge Agreement.

1.4      THE CLOSING.

          (A) CLOSING OF TRANSACTIONS. The Closing of all transactions set forth
     herein (the "CLOSING"),  including all transfers, assignments and payments,
     shall  occur  effective  as of the date hereof at such place as the parties
     may  mutually  agree.  The  date  on  which  the  Closing  of  all  of  the
     transactions  contemplated  hereby  occurs  is  herein  referred  to as the
     "CLOSING DATE."

          (B) DELIVERIES BY THE  CONTRIBUTEE.  At the Closing,  the  Contributee
     shall  deliver  to the  Contributor:  (i)  one or more  stock  certificates
     representing  the Shares,  each registered in such names as the Contributor
     shall  designate,  (ii)  all  other  documents,  instruments  and  writings
     required to be delivered at or prior to the Closing by the  Contributee  in
     order to complete the transactions contemplated by this Agreement.

          (C) DELIVERIES BY THE  CONTRIBUTOR.  At the Closing,  the  Contributor
     shall deliver to the  Contributee  all documents,  instruments and writings
     required to be  executed  and  delivered  at or prior to the Closing by the
     Contributor  in order to complete  the  transactions  contemplated  by this
     Agreement.

                                       2
<PAGE>

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTEE.  The Contributee hereby
represents and warrants to the Contributor as of the date hereof:

          (A) ORGANIZATION AND QUALIFICATION.  The Contributee is a corporation,
     duly organized, validly existing and in good standing under the laws of the
     State of Utah, with the requisite  corporate power and authority to own and
     use its  properties  and assets and to carry on its  business as  currently
     conducted.  The Contributee is duly qualified to do business and is in good
     standing as a foreign  corporation in each jurisdiction in which the nature
     of the business  conducted or property owned by it makes such qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case  may be,  would  not  have a  material  adverse  effect  on the
     business, assets or financial condition of the Contributee.

          (B)  AUTHORIZATION;  ENFORCEMENT.  The  Contributee  has the requisite
     corporate  power and authority to execute and deliver this Agreement and to
     perform  its  obligations  hereunder  and to  consummate  the  transactions
     contemplated  hereby.  The execution and delivery of this  Agreement by the
     Contributee  and the  consummation by it of the  transactions  contemplated
     hereby and  thereby has been duly  authorized  by all  requisite  corporate
     action  on the  part of the  Contributee.  This  Agreement  has  been  duly
     executed and delivered by the Contributee and constitutes the legal,  valid
     and  binding  obligation  of  the  Contributee   enforceable   against  the
     Contributee in accordance with its terms, except as such enforceability may
     be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium,  liquidation or similar laws affecting  creditors' rights or by
     other equitable principles of general application. The execution,  delivery
     and performance of this Agreement by the  Contributee and the  consummation
     by the Contributee of the transactions contemplated hereby will not require
     any notice to, filing with, or the consent,  approval or  authorization  of
     any person or governmental authority.

          (C)  CAPITALIZATION.  The authorized  capital stock of the Contributee
     consists of 25,000,000  shares of common stock,  14,600,000 shares of which
     are  issued  and  outstanding.  No  shares  of  any  capital  stock  of the
     Contributee are entitled to preemptive or similar rights, nor is any holder
     entitled to  preemptive or similar  rights  arising out of any agreement or
     understanding  with the  Contributee.  There  are no  outstanding  options,
     warrants,  conversion  rights,  exchange rights,  exercise  rights,  calls,
     commitments or other rights of any character  whatsoever  giving any person
     any right to subscribe for or acquire any capital stock of the Contributee,
     or any contracts, commitments, understandings, or arrangements by which the
     Contributee  is or may  become  bound to  issue  additional  shares  of its
     capital stock.

          (D) ISSUANCE OF SHARES. The Shares have been duly authorized, and when
     issued and paid for in accordance  with the terms hereof,  shall be validly
     issued, fully paid and nonassessable.

          (E) NO CONFLICTS.  The  execution,  delivery and  performance  of this
     Agreement and the Royalty Agreement by the Contributee and the consummation
     by the Contributee of the transactions  contemplated  hereby and thereby do
     not and will  not:  (i)  conflict  with or  violate  any  provision  of the

                                       3
<PAGE>

     Contributee's charter documents or bylaws; (ii) conflict with, constitute a
     default  (or an event  which  with  notice  or lapse of time or both  would
     become a  default)  under,  or give to others  any  rights of  termination,
     amendment,  acceleration  or cancellation  of, any agreement,  indenture or
     instrument to which the Contributee is a party or by which any asset of the
     Contributee  is bound or  affected;  or (iii)  result in a violation of any
     law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
     restriction of any court or governmental authority to which the Contributee
     is subject  (including  federal and state securities laws and regulations),
     or by which any asset of the Contributee is bound or affected.

          (F) PRIVATE OFFERING. The offer and sale of the Shares are exempt from
     registration under Section 5 of The Securities Act of 1933, as amended (the
     "SECURITIES  ACT").  Neither the  Contributee  nor any person acting on its
     behalf has taken or will take any action which might  subject the offering,
     issuance or sale of the Shares to the registration  requirements of Section
     5 of the Securities Act.

2.2  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTOR.  The Contributor hereby
represents and warrants to the Contributee as of the date hereof:

          (A) POWER AND  AUTHORITY.  The  Contributor  is a duly  organized  and
     validly  existing  Texas  limited  partnership.  The  Contributor  has  the
     requisite  power and  authority  to execute and deliver the  Agreement,  to
     perform  his  obligations  hereunder  and to  consummate  the  transactions
     contemplated hereby.

          (B)  ENFORCEMENT.  This Agreement has been duly executed and delivered
     by the Contributor and constitutes the legal,  valid and binding obligation
     of the Contributor  enforceable  against the Contributor in accordance with
     its terms,  except as such  enforceability  may be  limited  by  applicable
     bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar
     laws  affecting  creditors'  rights  or by other  equitable  principles  of
     general  application.  The  execution,  delivery  and  performance  of this
     Agreement by the Contributor and the consummation by the Contributor of the
     transactions  contemplated  hereby will not  require any notice to,  filing
     with,  or  the  consent,   approval  or  authorization  of  any  person  or
     governmental authority.

          (C)  INVESTMENT  INTENT.  The  Contributor is acquiring the Shares for
     Contributor's own account for investment  purposes only and not with a view
     to or for  distributing  or  reselling  the  Shares or any part  thereof or
     interest therein, without prejudice, however, to the Contributor's right at
     all times to sell or  otherwise  dispose  of all or any part of the  Shares
     pursuant to an effective  registration  statement  under the Securities Act
     and in  compliance  with  applicable  state  securities  laws,  or under an
     exemption from such registration.

          (D)  ACCESS  TO  INFORMATION.   The  Contributor   acknowledges   that
     Contributor has been afforded: (i) the opportunity to ask such questions as
     he deemed necessary of, and to receive answers from, representatives of the
     Contributee  concerning  the terms and  conditions  of the  offering of the
     Shares, and the merits and risks of investing in the Shares; (ii) access to
     information   about  the  Contributee  and  the   Contributee's   financial
     condition,  results of  operations,  business,  properties,  management and
     prospects  sufficient to enable him to evaluate his  investment;  and (iii)
     the opportunity to obtain such additional information which the Contributee

                                       4
<PAGE>


     possesses or can acquire  without  unreasonable  effort or expense that the
     Contributor  believes is necessary to make an informed  investment decision
     with respect to the Shares.

          (E) NO VIOLATIONS;  CONFLICTS. The execution, delivery and performance
     of  this  Agreement  by  the  Contributor  and  the   consummation  by  the
     Contributor of the  transactions  contemplated  hereby do not and will not:
     (i) conflict  with,  constitute a default (or an event which with notice or
     lapse of time or both would become a default)  under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     agreement,  indenture or instrument to which the  Contributor is a party or
     by which any  property of the  Contributor  is bound or  affected;  or (ii)
     result  in a  violation  of any law,  rule,  regulation,  order,  judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority to which the Contributor is subject  (including federal and state
     securities laws and regulations),  or by which any asset of the Contributor
     is  bound  or  affected.   The  Contributor  has  not  granted,   assigned,
     transferred  or conveyed any right,  title or interest  whatsoever in or to
     the  Separation   Technology  to  any  person  or  entity  other  than  the
     Contributee,   and  no  lien  exists  on,  in  or  against  the  Separation
     Technology.


                                  ARTICLE III

                         OTHER AGREEMENTS OF THE PARTIES

3.1      TRANSFER RESTRICTIONS.

          (A) REGISTRATION  REQUIREMENTS.  If the Contributor decides to dispose
     of any of the Shares held by Contributor,  the Contributor  understands and
     agrees  that  he may  do so  only  pursuant  to an  effective  registration
     statement  under the Securities  Act or pursuant to an available  exemption
     from the registration requirements of the Securities Act.

          (B) LEGEND.  The Contributor agrees to the imprinting of the following
     legend on the certificates representing the Shares:

                  THE  ISSUANCE OF THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
         BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION OR THE
         SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM
         REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
         ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



                                        5
<PAGE>


                                   ARTICLE IV

                           INDEMNIFICATION AND DAMAGES

4.1 INDEMNIFICATION BY CONTRIBUTEE. The Contributee shall indemnify, defend, and
hold the  Contributor  and its successors and assigns  harmless from any and all
claims, losses, liabilities and damages, including, without limitation,  amounts
paid in settlement,  reasonable costs of  investigation  and reasonable fees and
disbursements of counsel, directly or indirectly related or arising with respect
to (i) any inaccuracy in any representation or warranty of the Contributee under
this  Agreement;  or (ii) any  failure to perform or  observe  any  covenant  or
agreement to be performed by the  Contributee set forth in this Agreement or any
document delivered to the Contributor pursuant to this Agreement.

4.2 INDEMNIFICATION BY CONTRIBUTOR. The Contributor shall indemnify, defend, and
hold the  Contributee  and its successors and assigns  harmless from and against
any  and  all  claims,  losses,  liabilities  and  damages,  including,  without
limitation,  amounts paid in settlement,  reasonable costs of investigation  and
reasonable fees and disbursements of counsel,  directly or indirectly related or
arising with respect to (i) any inaccuracy in any  representation or warranty of
the Contributor under this Agreement;  or (ii) any failure to perform or observe
any covenant or agreement to be performed by the  Contributor  set forth in this
Agreement  or  any  document  delivered  to the  Contributee  pursuant  to  this
Agreement.


                                   ARTICLE V

                                  MISCELLANEOUS

5.1 FEES AND EXPENSES.  The Contributee  shall pay the fees and expenses of both
the Contributee and the Contributor  incident to the  negotiation,  preparation,
execution,  delivery and performance of this Agreement. In connection therewith,
the Contributee  shall promptly  reimburse the Contributor for any such fees and
expenses that  Contributor has incurred,  including the fees and expenses of the
Contributor's legal counsel. The Contributee shall pay all stamp and other taxes
and duties levied in  connection  with the issuance of the  Securities  pursuant
hereto.

5.2  ENTIRE   AGREEMENT;   AMENDMENTS.   This  Agreement   contains  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.

5.3 NOTICES.  Any notice or other  communications  hereunder shall be in writing
and shall be deemed to have been duly  given if  delivered  by hand or mailed to
the address listed below:

         If to the Contributee:

                  SAKER ONE CORPORATION
                  Coble Building
                  620 S. Taylor
                  Amarillo, Texas  79101

                  Attention:  Scott Brosier

                                       6
<PAGE>


         If to the Contributor:

                  The Kaden Gordon Group I, Ltd.
                  4925 Greenville Avenue, Suite 1022
                  Dallas, Texas  75206

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

5.4 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment,  by both the
Contributee  and the  Contributor;  or in the  case of a  waiver,  by the  party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.

5.5 HEADINGS.  The headings herein are for convenience only, do not constitute a
part of this  Agreement  and shall  not be deemed to limit or affect  any of the
provisions hereof.

5.6  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.

5.7  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  and
enforced in  accordance  with the  internal  laws of the State of Texas  without
regard to the principles of conflicts of law thereof.

5.8 SURVIVAL.  The agreements,  covenants,  and  representations  and warranties
contained in this Agreement shall survive the Closing.

5.9  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other parties,  it being  understood  that all parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  executing  party  with the same  force and effect as if such
facsimile signature page were an original thereof.

5.10  SEVERABILITY.  In case any one or more of the provisions of this Agreement
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

                                       7
<PAGE>

5.11 FURTHER  ASSURANCES.  Each party to this  Agreement  agrees to execute such
documents  or  instruments,  and to take such  action,  as the  other  party may
reasonably request after the Closing Date in order to effectuate and perfect the
transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the date first above written.


                        CONTRIBUTOR

                        The Kaden Gordon Group I, Ltd.

                        By:____________________________
                        Name:__________________________
                        Title:_________________________



                        CONTRIBUTEE

                        SAKER ONE CORPORATION, a Utah corporation

                        By:____________________________
                        Name:__________________________
                        Title:_________________________



                       CONSENT TO TRANSFER AND ASSIGNMENT

Trinity  Research,  Inc.,  a Minnesota  corporation  and Michael R. Bloom hereby
consent to the assignment by Contributor to Contributee of Contributor's  right,
title and interest in and to the KG Centrifuge Agreement as described above.

                        TRINITY RESEARCH, INC.


                        By:___________________________
                        Name:_________________________
                        Title:________________________

                        ______________________________
                        Michael R. Bloom



                                       9

<PAGE>

                             CONTRIBUTION AGREEMENT

                                     between

                             TRINITY RESEARCH, INC.

                                      and

                                MICHAEL R. BLOOM
                               as the Contributors

                                       and

                              SAKER ONE CORPORATION
                               as the Contributee

                          Dated as of December 15, 1998



<PAGE>

                             CONTRIBUTION AGREEMENT

         THIS CONTRIBUTION  AGREEMENT (THIS  "AGREEMENT"),  dated as of December
15, 1998, is between TRINITY RESEARCH, INC., a Minnesota corporation ("TRINITY")
MICHAEL  R.  BLOOM,  an  individual  and  resident  of the  State  of  Minnesota
("BLOOM"), and SAKER ONE CORPORATION, a Utah Corporation ("CONTRIBUTEE").

                                    RECITALS

     A.Pursuant to an Acquisition  Agreement  dated as of December 15, 1998 (THE
"ACQUISITION  AGREEMENT"),  Contributee  acquired all of the outstanding capital
stock of Triad Compressor, Inc., a Texas corporation ("TRIAD-TEXAS") in exchange
for  shares  of  common  stock of  Contributee  issued  to the  shareholders  of
TRIAD-TEXAS (THE "SHAREHOLDERS").

     B.   Trinity   and   Bloom   (collectively   referred   to  herein  as  the
"CONTRIBUTORS")  are parties to that  certain  Exclusive  License  and  Research
Agreement,  dated as of May 1, 1994,  by and  between  Trinity  Research,  Inc.,
Michael R. Bloom,  and Natural  Resources  Limited  company (the "NRL CENTRIFUGE
AGREEMENT"), a copy of which is attached as Exhibit A-2.

     C.  The  Acquisition  Agreement  contemplates  that  concurrently  with the
contribution by the Shareholders of the stock of Triad-Texas,  Contributor shall
enter into this Agreement with Contributee.

     D.  Trinity  and  Bloom  have   heretofore   transferred  and  assigned  to
Triad-Texas  all  rights in and to any  technology  that is the  subject of that
certain License  Agreement (the  "COMPRESSOR  AGREEMENT")  dated as of March 13,
1996 by and  between  James  B.  LaPorte  and  Triad-Texas,  a copy of  which is
attached as Exhibit A-3.

     E. Trinity and Bloom have  individually or collectively  developed  certain
technology (the  "TRANSFERRED  TECHNOLOGY")  including,  but not limited to, (i)
U.S.  Patent  5,902,224,  and related U.S.  patent filings  (including,  without
limitation,  continuations,  divisionals and continuations-in-part thereof), and
foreign  counterpart  patent  filings to these,  and the  inventions  more fully
described therein,  (ii) the Mass-Mass Cell Centrifuge  technology  described in
Exhibit  B to this  Agreement,  (iii)  the  Censa  Rotor  centrifuge  technology
described  in  Exhibit  C to this  Agreement,  (iv)  the  Compressor  technology
described  in  Exhibit  D  to  this  Agreement,   (v)  all  designs,   technical
information,  know-how, knowledge, data specifications,  test results, formulas,
patent applications, drawings, prototypes and other information which arise from
or relate to the selective  separation and purification of gas components from a
mixture thereof and (vi) all future improvements, developments, derivative works
or  additions  to any of the  aforementioned  of any kind that may be  developed
directly or indirectly by Contributors.

     F.  The  Acquisition  Agreement  contemplates  that  concurrently  with the
contribution by the Shareholders of the stock of Triad-Texas, Contributors shall
enter into this Agreement with Contributee.


                                       1
<PAGE>

                             STATEMENT OF AGREEMENT

         In  consideration  of  the  foregoing,   the  mutual   representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Contributor and the Contributee hereby agree as follows:

                                   ARTICLE I

                                 THE TRANSACTION

1.1 ISSUANCE OF SHARES.  Subject to the terms and conditions set forth herein at
the Closing, the Contributee shall issue to the Contributors 2,500,000 shares of
the  Contributee's  common stock,  par value $.01 per share (the "SHARES").  The
Contributors agree that the shares shall be issued to Bloom in full satisfaction
of Contributee's obligation hereunder to issue the shares to Contributors.

1.2      ROYALTY PAYMENTS.

          (A)  SEPARATION  TECHNOLOGY.   For  the  purpose  of  this  Agreement,
     "SEPARATION  TECHNOLOGY"  shall  include,  but not be limited  to, (i) U.S.
     Patent  5,902,224,  and related U.S.  patent  filings  (including,  without
     limitation, continuations,  divisionals and continuations-in-part thereof),
     and foreign  counterpart  patent filings to these,  and the inventions more
     fully  described  therein,  (ii) the Mass-Mass Cell  Centrifuge  technology
     described in Exhibit B to this Agreement,  (iii) the Censa Rotor centrifuge
     technology  described in Exhibit C to this  Agreement,  (iv) the Compressor
     technology  described  in  Exhibit D to this  Agreement,  (v) all  designs,
     technical  information,  know-how,  knowledge,  data  specifications,  test
     results,  formulas,  patent  applications,  drawings,  prototypes and other
     information  which  arise from or relate to the  selective  separation  and
     purification  of gas components  from a mixture thereof and (vi) all future
     improvements,  developments,  derivative  works or  additions to any of the
     aforementioned of any kind that may be developed  directly or indirectly by
     Contributee.

          (B) ROYALTY  PAYMENT.  Subject to the terms and  conditions  set forth
     herein and  effected at the Closing  Date,  the  Contributee  agrees to pay
     Contributors an aggregate royalty payment (the "ROYALTY  PAYMENT") equal to
     the greater of (a) 0.444% of gross receipts derived from the use,  benefit,
     licensing, transfer and sale of the Separation Technology, or (b) a minimum
     royalty payment of $4,444 per year. The right to receive  royalty  payments
     (the "ROYALTY")  shall commence with respect to gross receipts  received by
     Contributee for the calendar year ending December 31, 2000. For the purpose
     of this  provision,  gross receipts shall be interpreted to include any and
     all revenue that may be derived in connection  with or relating to the use,
     benefit,  licensing,   transfer  or  sale  of  the  Separation  Technology,
     regardless  whether such revenue was received in cash  securities  or other
     property.  Royalty Payments shall be due upon such gross receipts  received
     for the life of the Separation  Technology.  Contributors  and  Contributee
     agree that  Royalty  Payments  shall  attach to the  Separation  Technology
     regardless  of the entity  that  derives the  benefit  from the  Separation
     Technology, including, without limitation, continued Royalty Payments under
     this  Agreement as a condition for the sale,  transfer or conveyance of the
     Separation Technology to any third party.


                                       2
<PAGE>
          (C) PAYMENT.  At the election of the  Contributors,  Royalty  Payments
     shall be payable (i) in cash or (ii) in  additional  shares of common stock
     of the  Contributee.  Royalty  Payments  shall  be paid by  Contributee  to
     Contributor  within thirty (30) days after the  conclusion of each calendar
     quarter,  provided,  however,  that royalties based on non-U.S. or non-cash
     gross  receipts may be paid within sixty (60) days after the  conclusion of
     the relevant  quarter.  Royalty Payments shall be accompanied by a detailed
     accounting of the basis for such payment, identifying the source and amount
     of  applicable  revenues so  received.  Contributors  hereby agree that all
     Royalty  Payments to be made  pursuant to this  Agreement  shall be made to
     Bloom in full  satisfaction of  Contributee's  obligation  hereunder to pay
     royalties to Contributors and all elections,  notices or other actions that
     may be taken by Contributors shall be taken solely by Bloom.

          (D) RIGHT TO AUDIT.  Contributee  shall,  upon  written  request  from
     Contributor,  during normal  business  hours,  but not more frequently than
     once each calendar year,  provide access to pertinent  records  relating to
     gross receipts  received and Royalties  Payments payable in connection with
     the  Separation   Technology  under  this  Agreement,   to  an  independent
     accounting  firm chosen by Contributor  for purposes of auditing the amount
     of  Royalty   Payments  due  to  Contributor   during  any  calendar  year.
     Contributee  shall be  responsible  for all expenses  associated  with such
     audit.  Upon receipt by  Contributee  of a request for an audit as provided
     hereby,  Contributee  shall  provide a copy of such request  within 10 days
     after receipt thereof to all Royalty holders  entitled to Royalty  Payments
     with  respect to the  Separation  Technology.  The  independent  audit firm
     selected  to conduct  such audit  shall be  designated  by the holders of a
     majority-in-interest  (by Royalty  percentage)  of the Royalties  within 30
     days  after  receipt  by such  holders  of notice of a request  for  audit.
     Royalty  holders  who fail to  designate  an audit  firm shall be deemed to
     concur with the  selection  of an auditor  made by the  Royalty  holder who
     initiates an audit  request.  In no event shall  Contributee be required to
     conduct more than one audit per year on behalf of all royalty holders.

1.3  ASSIGNMENT.  Subject to the terms and conditions  set forth herein,  and as
full  consideration  for  the  issuance  of the  Shares  by the  Contributee  to
Contributors,  and the Royalty  Payment to be paid hereunder,  the  Contributors
hereby grant, assign, transfer, convey, deliver and confirm unto Contributee and
its successors and assigns forever,  all right, title and interest in and to the
NRL Centrifuge Agreement,  the KG Centrifuge Agreement, the Compressor Agreement
and the  Transferred  Technology,  free  and  clear  of all  claims,  liens  and
encumbrances other than the right of Contributors to receive the Royalty Payment
pursuant to this  Agreement.  Contributee  hereby  accepts such  assignment  and
hereby assumes all duties and  obligations of  Contributors  with respect to the
NRL Centrifuge Agreement,  the KG Centrifuge Agreement, the Compressor Agreement
and the Transferred Technology.


                                       3
<PAGE>

1.4      THE CLOSING.

          (A) CLOSING OF TRANSACTIONS. The Closing of all transactions set forth
     herein (the "CLOSING"),  including all transfers, assignments and payments,
     shall  occur  effective  the date  hereof at such place as the  parties may
     mutually  agree.  The date on which the Closing of all of the  transactions
     contemplated hereby occurs is herein referred to as the "CLOSING DATE."

          (B) DELIVERIES BY THE  CONTRIBUTEE.  At the Closing,  the  Contributee
     shall  deliver  to the  Contributors:  (i) one or more  stock  certificates
     representing  the Shares,  each  registered in the name of Bloom,  (ii) all
     other  documents,  instruments and writings  required to be delivered at or
     prior  to  the  Closing  by  the  Contributee  in  order  to  complete  the
     transactions contemplated by this Agreement.

          (C) DELIVERIES BY THE  CONTRIBUTOR.  At the Closing,  the  Contributor
     shall deliver to the  Contributee  all documents,  instruments and writings
     required to be  executed  and  delivered  at or prior to the Closing by the
     Contributor  in order to complete  the  transactions  contemplated  by this
     Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTEE.  The Contributee hereby
represents and warrants to the Contributor as of the date hereof:

          (A) ORGANIZATION AND QUALIFICATION.  The Contributee is a corporation,
     duly organized, validly existing and in good standing under the laws of the
     State of Utah, with the requisite  corporate power and authority to own and
     use its  properties  and assets and to carry on its  business as  currently
     conducted.  The Contributee is duly qualified to do business and is in good
     standing as a foreign  corporation in each jurisdiction in which the nature
     of the business  conducted or property owned by it makes such qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case  may be,  would  not  have a  material  adverse  effect  on the
     business, assets or financial condition of the Contributee.

          (B)  AUTHORIZATION;  ENFORCEMENT.  The  Contributee  has the requisite
     corporate  power and authority to execute and deliver this Agreement and to
     perform  its  obligations  hereunder  and to  consummate  the  transactions
     contemplated  hereby.  The execution and delivery of this  Agreement by the
     Contributee  and the  consummation by it of the  transactions  contemplated
     hereby and  thereby has been duly  authorized  by all  requisite  corporate
     action  on the  part of the  Contributee.  This  Agreement  has  been  duly
     executed and delivered by the Contributee and constitutes the legal,  valid
     and  binding  obligation  of  the  Contributee   enforceable   against  the
     Contributee in accordance with its terms, except as such enforceability may
     be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium,  liquidation or similar laws affecting  creditors' rights or by
     other equitable principles of general application. The execution,  delivery
     and performance of this Agreement by the  Contributee and the  consummation
     by the Contributee of the transactions contemplated hereby will not require
     any notice to, filing with, or the consent,  approval or  authorization  of
     any person or governmental authority.

                                       4
<PAGE>

          (C)  CAPITALIZATION.  The authorized  capital stock of the Contributee
     consists of 25,000,000  shares of common stock,  14,600,000 shares of which
     are  issued  and  outstanding.  No  shares  of  any  capital  stock  of the
     Contributee are entitled to preemptive or similar rights, nor is any holder
     entitled to  preemptive or similar  rights  arising out of any agreement or
     understanding  with the  Contributee.  There  are no  outstanding  options,
     warrants,  conversion  rights,  exchange rights,  exercise  rights,  calls,
     commitments or other rights of any character  whatsoever  giving any person
     any right to subscribe for or acquire any capital stock of the Contributee,
     or any contracts, commitments, understandings, or arrangements by which the
     Contributee  is or may  become  bound to  issue  additional  shares  of its
     capital stock.

          (D) ISSUANCE OF SHARES. The Shares have been duly authorized, and when
     issued and paid for in accordance  with the terms hereof,  shall be validly
     issued, fully paid and nonassessable.

          (E) NO CONFLICTS.  The  execution,  delivery and  performance  of this
     Agreement and the Royalty Agreement by the Contributee and the consummation
     by the Contributee of the transactions  contemplated  hereby and thereby do
     not and will  not:  (i)  conflict  with or  violate  any  provision  of the
     Contributee's charter documents or bylaws; (ii) conflict with, constitute a
     default  (or an event  which  with  notice  or lapse of time or both  would
     become a  default)  under,  or give to others  any  rights of  termination,
     amendment,  acceleration  or cancellation  of, any agreement,  indenture or
     instrument to which the Contributee is a party or by which any asset of the
     Contributee  is bound or  affected;  or (iii)  result in a violation of any
     law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
     restriction of any court or governmental authority to which the Contributee
     is subject  (including  federal and state securities laws and regulations),
     or by which any asset of the Contributee is bound or affected.

          (F) PRIVATE OFFERING. The offer and sale of the Shares are exempt from
     registration under Section 5 of The Securities Act of 1933, as amended (the
     "SECURITIES  ACT").  Neither the  Contributee  nor any person acting on its
     behalf has taken or will take any action which might  subject the offering,
     issuance or sale of the Shares to the registration  requirements of Section
     5 of the Securities Act.

2.2 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS.  The Contributors hereby
represent and warrant to the Contributee as of the date hereof:

          (A) ORGANIZATION  AND  QUALIFICATION.  Trinity is a corporation,  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Minnesota, with the requisite corporate power and authority to own
     and use its properties and assets and to carry on its business as currently
     conducted. Trinity is duly qualified to do business and is in good standing
     as a foreign  corporation in each   jurisdiction in which the nature of the
     business  conducted  or  property  owned  by it  makes  such  qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case  may be,  would  not  have a  material  adverse  effect  on the
     business, assets or financial condition of the Trinity.

          (B) POWER AND AUTHORITY. Trinity has the requisite corporate power and
     authority  to  execute  and  deliver  this  Agreement  and to  perform  its
     obligations  hereunder  and to  consummate  the  transactions  contemplated
     hereby. The execution and delivery of this Agreement by the Trinity and the
     consummation by it of the transactions  contemplated hereby and thereby has
     been  duly  authorized  by all  requisite  corporate  action on the part of
     Trinity.  Bloom is an individual residing in the State of Minnesota.  Bloom
     has the  requisite  competence  and  authority  to execute  and deliver the
     Agreement,  to perform his  obligations  hereunder  and to  consummate  the
     transactions contemplated hereby.


                                       4
<PAGE>

          (C)  ENFORCEMENT.  This Agreement has been duly executed and delivered
     by the Contributors and constitutes the legal, valid and binding obligation
     of the Contributors  enforceable against the Contributor in accordance with
     its terms,  except as such  enforceability  may be  limited  by  applicable
     bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar
     laws  affecting  creditors'  rights  or by other  equitable  principles  of
     general  application.  The  execution,  delivery  and  performance  of this
     Agreement by the  Contributors  and the consummation by the Contributors of
     the transactions contemplated hereby will not require any notice to, filing
     with,  or  the  consent,   approval  or  authorization  of  any  person  or
     governmental authority.

          (D) INVESTMENT  INTENT.  The Contributors are acquiring the Shares for
     Contributors' own account for investment  purposes only and not with a view
     to or for  distributing  or  reselling  the  Shares or any part  thereof or
     interest therein, without prejudice, however, to the Contributors' right at
     all times to sell or  otherwise  dispose  of all or any part of the  Shares
     pursuant to an effective  registration  statement  under the Securities Act
     and in  compliance  with  applicable  state  securities  laws,  or under an
     exemption from such registration.

          (E)  ACCESS  TO  INFORMATION.   The   Contributors   acknowledge  that
     Contributors have been afforded:  (i) the opportunity to ask such questions
     as he deemed necessary of, and to receive answers from,  representatives of
     the Contributee  concerning the terms and conditions of the offering of the
     Shares, and the merits and risks of investing in the Shares; (ii) access to
     information   about  the  Contributee  and  the   Contributee's   financial
     condition,  results of  operations,  business,  properties,  management and
     prospects  sufficient to enable him to evaluate his  investment;  and (iii)
     the opportunity to obtain such additional information which the Contributee
     possesses or can acquire  without  unreasonable  effort or expense that the
     Contributors  believe is necessary to make an informed  investment decision
     with respect to the Shares.

          (F) NO VIOLATIONS;  CONFLICTS. The execution, delivery and performance
     of  this  Agreement  by  the  Contributors  and  the  consummation  by  the
     Contributors of the transactions  contemplated  hereby do not and will not:
     (i) conflict  with,  constitute a default (or an event which with notice or
     lapse of time or both would become a default)  under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     agreement,  indenture or instrument to which the  Contributor is a party or
     by which any  property of the  Contributor  is bound or  affected;  or (ii)
     result  in a  violation  of any law,  rule,  regulation,  order,  judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority to which the Contributor is subject  (including federal and state
     securities laws and regulations),  or by which any asset of the Contributor
     is bound or affected;  or (iii)  violate any charter  provision or bylaw of
     Trinity.  The  Contributors  have not  granted,  assigned,  transferred  or
     conveyed  any  right,  title  or  interest  whatsoever  in  or to  the  NRL
     Centrifuge Agreement, the KG Centrifuge Agreement, the Compressor Agreement
     (including  all  rights of any kind to the  technology  covered  by the NRL
     Centrifuge  Agreement,  the KG Centrifuge Agreement or the Agreement),  the
     Transferred  Technology to any person or entity other than the Contributee,
     and no lien exists on, in or against the Transferred Technology.

                                       6
<PAGE>

                                  ARTICLE III

                         OTHER AGREEMENTS OF THE PARTIES

3.1      TRANSFER RESTRICTIONS.

          (A) REGISTRATION  REQUIREMENTS.  If the Contributor decides to dispose
     of any of the Shares held by Contributor,  the Contributor  understands and
     agrees  that  he may  do so  only  pursuant  to an  effective  registration
     statement  under the Securities  Act or pursuant to an available  exemption
     from the registration requirements of the Securities Act.

          (B) LEGEND.  The Contributors agree to the imprinting of the following
     legend on the certificates representing the Shares:

                  THE  ISSUANCE OF THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
         BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION OR THE
         SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM
         REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
         ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

                                   ARTICLE IV

                           INDEMNIFICATION AND DAMAGES

4.1 INDEMNIFICATION BY CONTRIBUTEE. The Contributee shall indemnify, defend, and
hold the Contributors and their successors and assigns harmless from any and all
claims, losses, liabilities and damages, including, without limitation,  amounts
paid in settlement,  reasonable costs of  investigation  and reasonable fees and
disbursements of counsel, directly or indirectly related or arising with respect
to (i) any inaccuracy in any representation or warranty of the Contributee under
this  Agreement;  or (ii) any  failure to perform or  observe  any  covenant  or
agreement to be performed by the  Contributee set forth in this Agreement or any
document delivered to the Contributors pursuant to this Agreement.

4.2 INDEMNIFICATION BY CONTRIBUTORS.  The Contributors shall indemnify,  defend,
and hold the  Contributee  and its  successors  and  assigns  harmless  from and
against any and all claims, losses, liabilities and damages, including,  without
limitation,  amounts paid in settlement,  reasonable costs of investigation  and
reasonable fees and disbursements of counsel,  directly or indirectly related or
arising with respect to (i) any inaccuracy in any  representation or warranty of
the Contributors under this Agreement; or (ii) any failure to perform or observe
any covenant or agreement to be performed by the  Contributors set forth in this
Agreement  or  any  document  delivered  to the  Contributee  pursuant  to  this
Agreement.

                                       7
<PAGE>

                                   ARTICLE V

                                  MISCELLANEOUS

5.1 FEES AND EXPENSES.  The Contributee  shall pay the fees and expenses of both
the Contributee and the Contributors  incident to the negotiation,  preparation,
execution,  delivery and performance of this Agreement. In connection therewith,
the Contributee shall promptly  reimburse the Contributors for any such fees and
expenses that  Contributor has incurred,  including the fees and expenses of the
Contributor's legal counsel. The Contributee shall pay all stamp and other taxes
and duties levied in  connection  with the issuance of the  Securities  pursuant
hereto.

5.2  ENTIRE   AGREEMENT;   AMENDMENTS.   This  Agreement   contains  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.

5.3 NOTICES.  Any notice or other  communications  hereunder shall be in writing
and shall be deemed to have been duly  given if  delivered  by hand or mailed to
the address listed below:

         If to the Contributee:

                  SAKER ONE CORPORATION
                  Coble Building
                  620 S. Taylor
                  Amarillo, Texas  79101

                  Attention:  Scott Brosier

         If to the Contributors:

                  Trinity Research, Inc.
                  Michael R. Bloom
                  1110 Clifford Drive
                  Kasota, MN  56050

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

5.4 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment,  by both the
Contributee  and the  Contributors; or in the  case of a  waiver,  by the  party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.

                                       8
<PAGE>

5.5 HEADINGS.  The headings herein are for convenience only, do not constitute a
part of this  Agreement  and shall  not be deemed to limit or affect  any of the
provisions hereof.

5.6  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.

5.7  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  and
enforced in  accordance  with the  internal  laws of the State of Texas  without
regard to the principles of conflicts of law thereof.

5.8 SURVIVAL.  The agreements,  covenants,  and  representations  and warranties
contained in this Agreement shall survive the Closing.

5.9  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other parties,  it being  understood  that all parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  executing  party  with the same  force and effect as if such
facsimile signature page were an original thereof.

5.10  SEVERABILITY.  In case any one or more of the provisions of this Agreement
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

5.11 FURTHER  ASSURANCES.  Each party to this  Agreement  agrees to execute such
documents  or  instruments,  and to take such  action,  as the  other  party may
reasonably request after the Closing Date in order to effectuate and perfect the
transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       9
<PAGE>


         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the date first above written.


                        CONTRIBUTORS

                        TRINITY RESEARCH, INC.


                        By:___________________________

                        Name:_________________________

                        Title:________________________


                        MICHAEL R. BLOOM

                        ______________________________
                        MICHAEL R. BLOOM



                        CONTRIBUTEE

                        SAKER ONE CORPORATION, a Utah corporation


                        By:____________________________
                        Name:__________________________
                        Title:_________________________






                                        10

<PAGE>
                             CONTRIBUTION AGREEMENT

                                     between

                        NATURAL RESOURCES LIMITED COMPANY

                               as the Contributor

                                       and

                              SAKER ONE CORPORATION

                               as the Contributee

                          Dated as of December 15, 1998


<PAGE>

                             CONTRIBUTION AGREEMENT

         This Contribution Agreement (this "AGREEMENT"),  dated as of December
15,  1998,  is  between  NATURAL  RESOURCES  LIMITED  COMPANY,  a Texas  Limited
Liability  Company  (the  "CONTRIBUTOR"),  and  SAKER  ONE  CORPORATION,  a Utah
Corporation ("CONTRIBUTEE").

                                    RECITALS

          A.Pursuant to an Acquisition Agreement   dated as of December 15, 1998
     (THE "ACQUISITION AGREEMENT"),  Contributee acquired all of the outstanding
     capital   stock   of   Triad   Compressor,   Inc.,   a  Texas   corporation
     ("TRIAD-TEXAS")  in  exchange  for  shares of common  stock of  Contributee
     issued to the shareholders of Triad-Texas (THE "SHAREHOLDERS").

          B.Contributor  is a  Party  to  that  certain  exclusive License  and
     Research  Agreement (the "NRL CENTRIFUGE  AGREEMENT") dated May 1, 1994, by
     and between Trinity Research, Inc., Michael R. Bloom and Contributor a copy
     of which is attached as Exhibit A.

          C. The Acquisition  Agreement  contemplates that concurrently with the
     contribution by the  Shareholders of the stock of Triad-Texas,  Contributor
     shall enter into this Agreement with Contributee.


                             STATEMENT OF AGREEMENT

         In  consideration  of  the  foregoing,   the  mutual   representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Contributor and the Contributee hereby agree as follows:

                                   ARTICLE I

                                 THE TRANSACTION

1.1 ISSUANCE OF SHARES.  Subject to the terms and  conditions  set forth herein,
the  Contributee  shall  issue  to  the  Contributor  1,200,000  shares of   the
Contributee's common stock, par value $.01 per share (the "SHARES").

1.2      ROYALTY PAYMENTS.

          (A)  SEPARATION  TECHNOLOGY.   For  the  purpose  of  this  Agreement,
     "SEPARATION  TECHNOLOGY"  shall  include,  but not be limited  to, (i) U.S.
     Patent  5,902,224,  and related U.S.  patent  filings  (including,  without
     limitation, continuations,  divisionals and continuations-in-part thereof),
     and foreign  counterpart  patent filings to these,  and the inventions more
     fully  described  therein,  (ii) the Mass-Mass Cell  Centrifuge  technology
     described in Exhibit B to this Agreement,  (iii) the Censa Rotor centrifuge
     technology  described in Exhibit C to this  Agreement,  (iv) the Compressor
     technology  described  in  Exhibit D to this  Agreement,  (v) all  designs,
     technical  information,  know-how,  knowledge,  data  specifications,  test
     results,  formulas,  patent  applications,  drawings,  prototypes and other
     information  which  arise from or relate to the  selective  separation  and
     purification  of gas components  from a mixture thereof and (vi) all future
     improvements,  developments,  derivative  works or  additions to any of the
     aforementioned of any kind that may be developed  directly or indirectly by
     Contributee.

                                       1
<PAGE>

          (B) ROYALTY  PAYMENT.  Subject to the terms and  conditions  set forth
     herein,  the  Contributee  agrees to pay Contributor a royalty payment (the
     "ROYALTY  PAYMENT")  equal to the  greater of (a) 0.666% of gross  receipts
     derived  from  the  use,  benefit,  licensing,  transfer  and  sale  of the
     Separation Technology, or (b) a minimum royalty payment of $6,666 per year.
     The right to receive royalty  payments (the "ROYALTY")  shall commence with
     respect to gross  receipts  received by  Contributee  for the calendar year
     ending December 31, 2000. For the purpose of this provision, gross receipts
     shall be  interpreted to include any and all revenue that may be derived in
     connection  with or relating to the use,  benefit,  licensing,  transfer or
     sale of the  Separation  Technology,  regardless  whether  such revenue was
     received in cash  securities or other property.  Royalty  Payments shall be
     due upon  such  gross  receipts  received  for the  life of the  Separation
     Technology.  Contributor  agrees that Royalty  Payments shall attach to the
     Separation  Technology  regardless  of the entity that  derives the benefit
     from the Separation Technology,  including,  without limitation,  continued
     Royalty Payments under this Agreement as a condition for the sale, transfer
     or conveyance of the Separation Technology to any third party.

          (C) PAYMENT.  At the  election of the  Contributor,  Royalty  Payments
     shall be payable (i) in cash or (ii) in  additional  shares of common stock
     of the  Contributee.  Royalty  Payments  shall  be paid by  Contributee  to
     Contributor  within thirty (30) days after the  conclusion of each calendar
     quarter,  provided,  however,  that royalties based on non-U.S. or non-cash
     gross  receipts may be paid within sixty (60) days after the  conclusion of
     the relevant  quarter.  Royalty Payments shall be accompanied by a detailed
     accounting of the basis for such payment, identifying the source and amount
     of applicable revenues so received.

          (D) RIGHT TO AUDIT.  Contributee  shall,  upon  written  request  from
     Contributor,  during normal  business  hours,  but not more frequently than
     once each calendar year,  provide access to pertinent  records  relating to
     gross receipts  received and Royalties  Payments payable in connection with
     the  Separation   Technology  under  this  Agreement,   to  an  independent
     accounting  firm chosen by Contributor  for purposes of auditing the amount
     of  Royalty   Payments  due  to  Contributor   during  any  calendar  year.
     Contributee  shall be  responsible  for all expenses  associated  with such
     audit.  Upon receipt by  Contributee  of a request for an audit as provided
     hereby,  Contributee  shall  provide a copy of such request  within 10 days
     after receipt thereof to all Royalty holders  entitled to Royalty  Payments
     with  respect to the  Separation  Technology.  The  independent  audit firm
     selected  to conduct  such audit  shall be  designated  by the holders of a
     majority-in-interest  (by Royalty  percentage)  of the Royalties  within 30
     days  after  receipt  by such  holders  of notice of a request  for  audit.
     Royalty  holders  who fail to  designate  an audit  firm shall be deemed to
     concur with the  selection  of an auditor  made by the  Royalty  holder who
     initiates an audit  request.  In no event shall  Contributee be required to
     conduct more than one audit per year on behalf of all royalty holders.

1.3  ASSIGNMENT.  Subject to the terms and conditions  set forth herein,  and as
full  consideration  for  the  issuance  of the  Shares  by the  Contributee  to
Contributor,  and the  Royalty  Payment to be paid  hereunder,  the  Contributor
hereby  grants,  assigns,   transfers,   conveys,  delivers  and  confirms  unto
Contributee  and its  successors  and  assigns  forever,  all  right,  title and
interest in and to the NRL Centrifuge  Agreement,  free and clear of all claims,
liens and  encumbrances  other  than the right of  Contributor  to  receive  the
Royalty  Payment  pursuant to this  Agreement.  Contributee  hereby accepts such
assignment  and hereby assumes all duties and  obligations  of Contributee  with
respect to the NRL Centrifuge Agreement.

                                       2
<PAGE>

1.4      THE CLOSING.

          (A) CLOSING OF TRANSACTIONS. The Closing of all transactions set forth
     herein (the "CLOSING"),  including all transfers, assignments and payments,
     shall  occur  effective  as of the date hereof at such place as the parties
     may  mutually  agree.  The  date  on  which  the  Closing  of  all  of  the
     transactions  contemplated  hereby  occurs  is  herein  referred  to as the
     "CLOSING DATE."

          (B) DELIVERIES BY THE  CONTRIBUTEE.  At the Closing,  the  Contributee
     shall  deliver  to the  Contributor:  (i)  one or more  stock  certificates
     representing  the Shares,  each registered in such names as the Contributor
     shall  designate,  (ii)  all  other  documents,  instruments  and  writings
     required to be delivered at or prior to the Closing by the  Contributee  in
     order to complete the transactions contemplated by this Agreement.

          (C) DELIVERIES BY THE  CONTRIBUTOR.  At the Closing,  the  Contributor
     shall deliver to the  Contributee  all documents,  instruments and writings
     required to be  executed  and  delivered  at or prior to the Closing by the
     Contributor  in order to complete  the  transactions  contemplated  by this
     Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTEE.  The Contributee hereby
represents and warrants to the Contributor as of the date hereof:

          (A) ORGANIZATION AND QUALIFICATION.  The Contributee is a corporation,
     duly organized, validly existing and in good standing under the laws of the
     State of Utah, with the requisite  corporate power and authority to own and
     use its  properties  and assets and to carry on its  business as  currently
     conducted.  The Contributee is duly qualified to do business and is in good
     standing as a foreign  corporation in each jurisdiction in which the nature
     of the business  conducted or property owned by it makes such qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case  may be,  would  not  have a  material  adverse  effect  on the
     business, assets or financial condition of the Contributee.

          (B)  AUTHORIZATION;  ENFORCEMENT.  The  Contributee  has the requisite
     corporate  power and authority to execute and deliver this Agreement and to
     perform  its  obligations  hereunder  and to  consummate  the  transactions
     contemplated  hereby.  The execution and delivery of this  Agreement by the
     Contributee  and the  consummation by it of the  transactions  contemplated
     hereby and  thereby has been duly  authorized  by all  requisite  corporate
     action  on the  part of the  Contributee.  This  Agreement  has  been  duly
     executed and delivered by the Contributee and constitutes the legal,  valid
     and  binding  obligation  of  the  Contributee   enforceable   against  the
     Contributee in accordance with its terms, except as such enforceability may
     be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium,  liquidation or similar laws affecting  creditors' rights or by
     other equitable principles of general application. The execution,  delivery
     and performance of this Agreement by the  Contributee and the  consummation
     by the Contributee of the transactions contemplated hereby will not require
     any notice to, filing with, or the consent,  approval or  authorization  of
     any person or governmental authority.


                                       3
<PAGE>

          (C)  CAPITALIZATION.  The authorized  capital stock of the Contributee
     consists of 25,000,000  shares of common stock,  14,600,000 shares of which
     are  issued  and  outstanding.  No  shares  of  any  capital  stock  of the
     Contributee are entitled to preemptive or similar rights, nor is any holder
     entitled to  preemptive or similar  rights  arising out of any agreement or
     understanding  with the  Contributee.  There  are no  outstanding  options,
     warrants,  conversion  rights,  exchange rights,  exercise  rights,  calls,
     commitments or other rights of any character  whatsoever  giving any person
     any right to subscribe for or acquire any capital stock of the Contributee,
     or any contracts, commitments, understandings, or arrangements by which the
     Contributee  is or may  become  bound to  issue  additional  shares  of its
     capital stock.

          (D) ISSUANCE OF SHARES. The Shares have been duly authorized, and when
     issued and paid for in accordance  with the terms hereof,  shall be validly
     issued, fully paid and nonassessable.

          (E) NO CONFLICTS.  The  execution,  delivery and  performance  of this
     Agreement and the Royalty Agreement by the Contributee and the consummation
     by the Contributee of the transactions  contemplated  hereby and thereby do
     not and will  not:  (i)  conflict  with or  violate  any  provision  of the
     Contributee's charter documents or bylaws; (ii) conflict with, constitute a
     default  (or an event  which  with  notice  or lapse of time or both  would
     become a  default)  under,  or give to others  any  rights of  termination,
     amendment,  acceleration  or cancellation  of, any agreement,  indenture or
     instrument to which the Contributee is a party or by which any asset of the
     Contributee  is bound or  affected;  or (iii)  result in a violation of any
     law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
     restriction of any court or governmental authority to which the Contributee
     is subject  (including  federal and state securities laws and regulations),
     or by which any asset of the Contributee is bound or affected.

          (F) PRIVATE OFFERING. The offer and sale of the Shares are exempt from
     registration under Section 5 of the Securities Act of 1933, as amended (the
     "SECURITIES  ACT").  Neither the  Contributee  nor any person acting on its
     behalf has taken or will take any action which might  subject the offering,
     issuance or sale of the Shares to the registration  requirements of Section
     5 of the Securities Act.

2.2  REPRESENTATIONS  AND WARRANTIES OF THE CONTRIBUTOR.  The Contributor hereby
represents and warrants to the Contributee as of the date hereof:

          (A) POWER AND  AUTHORITY.  The  Contributor  is a duly  organized  and
     validly existing Texas limited liability  company.  The Contributor has the
     requisite  power and  authority  to execute and deliver the  Agreement,  to
     perform  its  obligations  hereunder  and to  consummate  the  transactions
     contemplated hereby.


                                       4

<PAGE>

          (B)  ENFORCEMENT.  This Agreement has been duly executed and delivered
     by the Contributor and constitutes the legal,  valid and binding obligation
     of the Contributor  enforceable  against the Contributor in accordance with
     its terms,  except as such  enforceability  may be  limited  by  applicable
     bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar
     laws  affecting  creditors'  rights  or by other  equitable  principles  of
     general  application.  The  execution,  delivery  and  performance  of this
     Agreement by the Contributor and the consummation by the Contributor of the
     transactions  contemplated  hereby will not  require any notice to,  filing
     with,  or  the  consent,   approval  or  authorization  of  any  person  or
     governmental authority.

          (C)  INVESTMENT  INTENT.  The  Contributor is acquiring the Shares for
     Contributor's own account for investment  purposes only and not with a view
     to or for  distributing  or  reselling  the  Shares or any part  thereof or
     interest therein, without prejudice, however, to the Contributor's right at
     all times to sell or  otherwise  dispose  of all or any part of the  Shares
     pursuant to an effective  registration  statement  under the Securities Act
     and in  compliance  with  applicable  state  securities  laws,  or under an
     exemption from such registration.

          (D)  ACCESS  TO  INFORMATION.   The  Contributor   acknowledges   that
     Contributor has been afforded: (i) the opportunity to ask such questions as
     he deemed necessary of, and to receive answers from, representatives of the
     Contributee  concerning  the terms and  conditions  of the  offering of the
     Shares, and the merits and risks of investing in the Shares; (ii) access to
     information   about  the  Contributee  and  the   Contributee's   financial
     condition,  results of  operations,  business,  properties,  management and
     prospects  sufficient to enable him to evaluate his  investment;  and (iii)
     the opportunity to obtain such additional information which the Contributee
     possesses or can acquire  without  unreasonable  effort or expense that the
     Contributor  believes is necessary to make an informed  investment decision
     with respect to the Shares.

          (E) NO VIOLATIONS;  CONFLICTS. The execution, delivery and performance
     of  this  Agreement  by  the  Contributor  and  the   consummation  by  the
     Contributor of the  transactions  contemplated  hereby do not and will not:
     (i) conflict  with,  constitute a default (or an event which with notice or
     lapse of time or both would become a default)  under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     agreement,  indenture or instrument to which the  Contributor is a party or
     by which any  property of the  Contributor  is bound or  affected;  or (ii)
     result  in a  violation  of any law,  rule,  regulation,  order,  judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority to which the Contributor is subject  (including federal and state
     securities laws and regulations),  or by which any asset of the Contributor
     is  bound  or  affected.   The  Contributor  has  not  granted,   assigned,
     transferred  or conveyed any right,  title or interest  whatsoever in or to
     the  Separation   Technology  to  any  person  or  entity  other  than  the
     Contributee,   and  no  lien  exists  on,  in  or  against  the  Separation
     Technology.

                                       5
<PAGE>

                                  ARTICLE III

                         OTHER AGREEMENTS OF THE PARTIES

3.1      TRANSFER RESTRICTIONS.


          (A) REGISTRATION  REQUIREMENTS.  If the Contributor decides to dispose
     of any of the Shares held by Contributor,  the Contributor  understands and
     agrees  that  he may  do so  only  pursuant  to an  effective  registration
     statement  under the Securities  Act or pursuant to an available  exemption
     from the registration requirements of the Securities Act.

          (B) LEGEND.  The Contributor agrees to the imprinting of the following
     legend on the certificates representing the Shares:

                  THE  ISSUANCE OF THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
         BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION OR THE
         SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM
         REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"), AND ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
         ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

                                   ARTICLE IV

                           INDEMNIFICATION AND DAMAGES

4.1 INDEMNIFICATION BY CONTRIBUTEE. The Contributee shall indemnify, defend, and
hold the  Contributor  and its successors and assigns  harmless from any and all
claims, losses, liabilities and damages, including, without limitation,  amounts
paid in settlement,  reasonable costs of  investigation  and reasonable fees and
disbursements of counsel, directly or indirectly related or arising with respect
to (i) any inaccuracy in any representation or warranty of the Contributee under
this  Agreement;  or (ii) any  failure to perform or  observe  any  covenant  or
agreement to be performed by the  Contributee set forth in this Agreement or any
document delivered to the Contributor pursuant to this Agreement.

4.2 INDEMNIFICATION BY CONTRIBUTOR. The Contributor shall indemnify, defend, and
hold the  Contributee  and its successors and assigns  harmless from and against
any  and  all  claims,  losses,  liabilities  and  damages,  including,  without
limitation,  amounts paid in settlement,  reasonable costs of investigation  and
reasonable fees and disbursements of counsel,  directly or indirectly related or
arising with respect to (i) any inaccuracy in any  representation or warranty of
the Contributor under this Agreement;  or (ii) any failure to perform or observe
any covenant or agreement to be performed by the  Contributor  set forth in this
Agreement  or  any  document  delivered  to the  Contributee  pursuant  to  this
Agreement.

                                       6
<PAGE>

                                   ARTICLE V

                                  MISCELLANEOUS

5.1 FEES AND EXPENSES.  The Contributee  shall pay the fees and expenses of both
the Contributee and the Contributor  incident to the  negotiation,  preparation,
execution,  delivery and performance of this Agreement. In connection therewith,
the Contributee  shall promptly  reimburse the Contributor for any such fees and
expenses that  Contributor has incurred,  including the fees and expenses of the
Contributor's legal counsel. The Contributee shall pay all stamp and other taxes
and duties levied in  connection  with the issuance of the  Securities  pursuant
hereto.

5.2  ENTIRE   AGREEMENT;   AMENDMENTS.   This  Agreement   contains  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.

5.3 NOTICES.  Any notice or other  communications  hereunder shall be in writing
and shall be deemed to have been duly  given if  delivered  by hand or mailed to
the address listed below:

         If to the Contributee:

                  SAKER ONE CORPORATION
                  Coble Building
                  620 S. Taylor
                  Amarillo, Texas  79101

                  Attention:  James B. LaPorte

         If to the Contributor:

                  Natural Resources Limited Company
                  620 S. Taylor
                  Amarillo, Texas  79101
                  Attention:  Scott Brosier

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

5.4 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment,  by both the
Contributee  and the  Contributor;  or in the  case of a  waiver,  by the  party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.


                                       7
<PAGE>

5.5 HEADINGS.  The headings herein are for convenience only, do not constitute a
part of this  Agreement  and shall  not be deemed to limit or affect  any of the
provisions hereof.

5.6  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.

5.7  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  and
enforced in  accordance  with the  internal  laws of the State of Texas  without
regard to the principles of conflicts of law thereof.

5.8 SURVIVAL.  The agreements,  covenants,  and  representations  and warranties
contained in this Agreement shall survive the Closing.

5.9  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other parties,  it being  understood  that all parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  executing  party  with the same  force and effect as if such
facsimile signature page were an original thereof.

5.10  SEVERABILITY.  In case any one or more of the provisions of this Agreement
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

5.11 FURTHER  ASSURANCES.  Each party to this  Agreement  agrees to execute such
documents  or  instruments,  and to take such  action,  as the  other  party may
reasonably request after the Closing Date in order to effectuate and perfect the
transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the date first above written.

                            CONTRIBUTOR

                            NATURAL RESOURCES LIMITED COMPANY


                            By:______________________________
                            Name:____________________________
                            Title:___________________________



                            CONTRIBUTEE

                            SAKER ONE CORPORATION, a Utah corporation


                            By:______________________________
                            Name:____________________________
                            Title:___________________________



                       CONSENT TO TRANSFER AND ASSIGNMENT

Trinity  Research,  Inc.,  a Minnesota  corporation  and Michael R. Bloom hereby
consent to the assignment by Contributor to Contributee of Contributor's  right,
title and interest in and to the NRL Centrifuge Agreement as described above.

                             TRINITY RESEARCH, INC.


                            By:______________________________
                            Name:____________________________
                            Title:___________________________



                            _________________________________
                            Michael R. Bloom


                                       9