EXHIBIT 10.2

                           AGREEMENT OF REORGANIZATION



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                            REORGANIZATION AGREEMENT

         This  Reorganization  Agreement (this  "Agreement"),  entered into this
15th day of December, 1998, by and between Saker One Corporation,  a corporation
organized under the laws of the State of Utah (hereinafter the "Parent"),  Triad
Compressor,  Inc., a corporation organized under the laws of the State of Nevada
(the  "Subsidiary")  and a  wholly-owned  subsidiary  of  Parent,  Robert  Kropf
("Kropf")  and Triad  Compressor,  Inc., a Texas  corporation  (hereinafter  the
"Company").

                                   WITNESSETH:
                                   ----------

         WHEREAS, Parent, Subsidiary and the Company desire to enter into a plan
of reorganization wherein the Company merges with the Subsidiary in exchange for
common stock of the Parent;

         NOW, THEREFORE,  in consideration of the mutual terms and covenants set
forth herein,  Parent,  the  Subsidiary  and the Company  approve and adopt this
Reorganization  Agreement  and  mutually  covenant  and agree with each other as
follows:

                                    ARTICLE I

                                     MERGER

1.01 Merger At Closing  ("Closing"  or the  "Effective  Date") the Company shall
merge (the  "Merger")  into the  Subsidiary  pursuant to a Plan of Merger in the
form of Exhibit A hereto. The Subsidiary shall be the surviving  corporation and
shall survive the Merger herein  contemplated  and shall be governed by the laws
of Utah, and the separate corporate  existence of the Company shall cease on the
Effective Date. As a result of the Merger,  the shareholders of the Company (the
"Shareholders")  shall be entitled to receive shares of the Parent, (the "Merger
Shares")  which  issuance  shall total in the  aggregate  11,549,105  shares and
comprise  83.8% of the  issued and  outstanding  capital  stock of Parent  after
giving effect to the Merger.

1.02  TAX-FREE   REORGANIZATION.   The  parties  intend  that  this  transaction
constitute  a "tax free"  reorganization  pursuant to Section  368(a)(1)  of the
Internal Revenue Code of the United States.

1.03  TRANSFER  SHARES.   Certain  shareholders  of  Parent  (the  "Transferring
Shareholders")  shall execute and deliver a Stock Transfer Agreement in form and
substance  satisfactory to the Company (the "Stock Transfer Agreement") pursuant
to which Transferring Shareholders shall at closing transfer to the Shareholders
an aggregate of 1,543,527  shares of common stock,  par value $.01 per share, of
Parent (the "Transfer  Shares")  comprising  11.2% of the issued and outstanding
capital stock of Parent after giving effect to the Merger.


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                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.01     ORGANIZATION AND AUTHORITY.
         --------------------------

         (a) The Company is a corporation  duly organized,  validly existing and
in good  standing  under  the laws of the  State of  Texas,  with all  requisite
corporate  power and authority to own,  operate and lease its  properties and to
carry on its  business as now being  conducted,  is duly  qualified  and in good
standing in every  jurisdiction in which the property owned,  leased or operated
by it, or the nature of the business  conducted by it, makes such  qualification
necessary to avoid material  liability or material  interference in its business
operations,  and is not subject to any  agreement,  commitment or  understanding
which restricts or may restrict the conduct of its business in any  jurisdiction
or location.  The Company is presently  qualified to do business in the State of
Texas.

         (b)      The outstanding shares of the Company are legally and validly
issued, fully paid and non-assessable.

         (c)  The  Company  does  not  own  five  percent  (5%)  or  more of the
outstanding stock of any corporation other than Fuge Systems, Inc.

         (d) The minute book of the  Company  will be made  available  to Parent
prior to the Effective  Date and will contain  complete and accurate  records of
all meetings and other corporate  actions of the  shareholders  and the Board of
Directors (and any committee thereof) of the Company.

         (e) The  Disclosure  Statement will be amended as of the Effective Date
to contain a list of the officers, directors and shareholders of the Company and
copies of the articles of incorporation  and by-laws  currently in effect of the
Company.

         (f) The  execution  and  delivery of this  Agreement  does not, and the
consummation of the  transaction  contemplated  hereby will not,  subject to the
approval and adoption by the Shareholders of the Company,  violate any provision
of the articles of  incorporation  or bylaws of the Company,  or any  provisions
thereof or result in the  acceleration  of any obligation  under,  any mortgage,
lien, lease, agreement,  instrument, court order, arbitration award, judgment or
decree to which the  Company is a party,  or by which it is bound,  and will not
violate any other restriction of any kind or character to which it is subject.

         (g) The  authorized  capital  stock of the Company  will be  15,000,000
shares  of  common  stock,  .01 par  value as of the  Effective  Date,  of which
13,788,297  shares of such stock will be issued and  outstanding  at the time of
Closing.

2.02     FINANCIALS.
         ----------

         (a) Financial  statements  (hereafter  "financial  statements")  of the
Company  for the years 1996 and 1997,  will be  delivered  by the Company to the
Parent prior to the  Effective  Date.  Said  financial  statements  are true and
correct in all material respects and present an accurate and complete disclosure
of the  financial  condition  of the  Company as of its date and for the periods
covered.

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         (b) All  accounts  receivable,  if any,  (net of reserves  for doubtful
accounts) of the Company shown on the books of account on the statement date and
as incurred in the normal course of business since that date, are collectible in
the normal course of business.

         (c) The  Company  has good and  marketable  title to all of its assets,
business and  properties  including,  without  limitation,  all such  properties
reflected in the balance sheet as of the statement date except as disposed of in
the normal  course of business,  free and clear of any mortgage,  lien,  pledge,
charge,  claim or  encumbrance,  except as shown on said balance sheet as of the
statement date and, in the case of real properties  except for rights-of-way and
easements which do not adversely affect the use of such property.

         (d) All currently used property and assets of the Company,  or in which
it has an  interest,  or  which  it has in  possession,  are in  good  operating
condition and repair subject only to ordinary wear and tear.

2.03 CHANGES  SINCE THE STATEMENT  DATE.  Since the  financial  statement  date,
except as disclosed in the  Disclosure  Statement,  there will not have been any
material negative change in the financial position or assets of the Company.

2.04  LIABILITIES.  To the best of the  knowledge  of  management,  there are no
material liabilities of the Company,  whether accrued,  absolute,  contingent or
otherwise,  which arose or relate to any transaction of the Company,  its agents
or servants occurring prior to the statement date, which are not disclosed by or
reflected in said  financial  statements,  except as disclosed in the Disclosure
Statement.  There are no such  liabilities  of the Company  which have arisen or
relate to any  transaction  of the Company,  its agents or  servants,  occurring
since the statement date, other than normal  liabilities  incurred in the normal
conduct  of the  business  of the  Company,  and none of which  have a  material
adverse effect on the business or financial condition of the Company,  except as
disclosed in the Disclosure Statement. As of the date hereof, there are no known
circumstances,  conditions,  happenings, events or arrangements,  contractual or
otherwise,  which may hereafter give rise to  liabilities,  except in the normal
course of  business  of the  Company,  except  as  disclosed  in the  Disclosure
Statement.

2.05 TAXES. All federal,  foreign, county and local income, ad valorem,  excise,
profits,  franchise,  occupation,  property, sales, use gross receipts and other
taxes  (including any interest or penalties  relating  thereto) and  assessments
which are due and payable have been duly reported,  fully paid and discharged as
reported  by the  Company,  and there are no unpaid  taxes  which are,  or could
become a lien on the  properties  and assets of the Company,  except as provided
for in the  financial  statements  of their date,  or have been  incurred in the
normal course of business of the Company since that date. All tax returns of any
kind required to be filed have been filed and the taxes paid or accrued.

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2.06 ACCURACY OF ALL STATEMENTS MADE BY COMPANY.  No  representation or warranty
by the Company in this Agreement,  nor any statement,  certificate,  schedule or
exhibit hereto furnished or to be furnished pursuant to this Agreement,  nor any
document or  certificate  delivered to Parent  pursuant to this  Agreement or in
connection  with  actions  contemplated  hereby,  contains or shall  contain any
untrue  statement  of  material  fact or  omits or shall  omit a  material  fact
necessary to make the statement contained therein not misleading.

2.07 LIMITATION OF SUBSEQUENT  CORPORATE ACTIONS. It is expressly understood and
agreed that the Parent,  and its  affiliates,  will take all steps  necessary to
insure that for a period of eighteen  months there shall be no reverse split and
the  assets  transferred  in  shall  remain  in  place  as part of the  business
operations.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF PARENT

         Parent  and Kropf  jointly  and  severally  represent  and  warrant  as
follows:

3.01     ORGANIZATION AND AUTHORITY.
         --------------------------

         (a) The Parent is a corporation duly organized, validly existing and in
good standing under the laws of the State of Utah, with full power and authority
to enter into and perform the transactions  contemplated by this Agreement,  and
with all requisite  corporate power and authority to own,  operate and lease its
properties  and to  carry  on its  business  as now  being  conducted,  is  duly
qualified  and in good  standing  in every  jurisdiction  in which the  property
owned,  leased or operated by it, or the nature of the business conducted by it,
makes such  qualification  necessary  to avoid  material  liability  or material
interference  in its business  operations,  and is not subject to any agreement,
commitment or  understanding  which restricts or may restrict the conduct of its
business in any jurisdiction or location.  The Parent is presently  qualified to
do business in Utah.

         (b) The Subsidiary is a corporation  duly organized,  validly  existing
and in good standing under the laws of the State of Nevada,  with full power and
authority  to enter  into and  perform  the  transactions  contemplated  by this
Agreement,  and with all requisite corporate power and authority to own, operate
and lease its properties and to carry on its business as now being conducted, is
duly qualified and in good standing in every  jurisdiction in which the property
owned,  leased or operated by it, or the nature of the business conducted by it,
makes such  qualification  necessary  to avoid  material  liability  or material
interference  in its business  operations,  and is not subject to any agreement,
commitment or  understanding  which restricts or may restrict the conduct of its
business in any jurisdiction or location.  The Subsidiary is presently qualified
to do business in Nevada.

         (c) Each of the Parent and the Subsidiary  has the corporate  power and
corporate  authority  to enter into and perform this  Agreement  and the Plan of
Merger.  This Agreement and the Plan of Merger have been duly  authorized by all
necessary corporate action on the part of the Parent and the Subsidiary and have
be&n duly executed and delivered by the Parent and the Subsidiary.

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         (d)  The  Parent  does  not  own  five  percent  (5%)  or  more  of the
outstanding stock of any corporation other than the Subsidiary.

         (e) The minute books of the Parent and the Subsidiary made available to
the Company and  Shareholders  contains  complete  and  accurate  records of all
meetings  and  other  corporate  actions  of the  shareholders  and the Board of
Directors (and any committee thereof) of the Parent and the Subsidiary.

         (f) The Disclosure Statement contains a list of the officers, directors
and  shareholders of the Parent and the Subsidiary and copies of the articles of
incorporation and by- laws currently in effect of the Parent and the Subsidiary.

         (g) The execution and delivery of this Agreement and the Plan of Merger
and the performance by the Parent and the Subsidiary of their  respective  terms
do not and will not  conflict  with or result in a violation of (a) the Articles
of Incorporation or bylaws of the Parent or the Subsidiary; (b) any order, writ,
judgment  or decree to which the Parent or the  Subsidiary  is  subject  (c) any
agreement  under which the Parent or the  Subsidiary  has borrowed  money or any
other agreement to which the Parent or the Subsidiary is a party or (d) any law,
rule, regulation or ordinance applicable to the Parent or the Subsidiary.

         (h) The Parent's  authorized capital stock consists of 2,000,000 shares
of preferred  stock,  none of which are issued and  outstanding  and  15,000,000
shares of common stock, $01 par value, of which 9,979,000 shares were issued and
outstanding  immediately  prior to the Effective Date and 13,788,297  shares are
currently  issued  and  outstanding  after  giving  effect  to the  Merger.  The
outstanding  shares  (including the Merger Shares) have been duly authorized and
validly issued and are fully paid and nonassessable. There are no outstanding or
authorized  subscriptions,  options,  warrants,  calls,  rights  (including  any
preemptive rights),  commitments or other agreements of any character whatsoever
which obligate or may obligate the Parent to issue or sell any additional shares
of its capital stock or any securities  convertible into or evidencing the right
to subscribe for any shares of its capital stock or securities  convertible into
or  exchangeable  for  such  shares.  There  are  not  outstanding   contractual
obligations  of the  Parent to  repurchase,  redeem  or  otherwise  acquire  any
outstanding  shares of  capital  stock of or other  ownership  interest  in, the
Parent or to  provide  funds to or make any  investment  (in the form of a loan,
capital contribution or otherwise) in any other entity. There are no outstanding
agreements or obligations of any character obligating the Parent to register any
shares of its capital stock under the Securities Act of 1933, as amended. At the
Closing after giving effect to the Merger,  the Shareholders  shall collectively
hold 95% of the issued and outstanding capital stock of Parent.

         (i) The Parent is the owner of all of the outstanding shares of capital
stock of the Subsidiary.  The Subsidiary's  authorized capital stock consists of
1000 shares of common stock,  par value $01 per share,  of which 1000 shares are
currently  issued  and  outstanding.  The  outstanding  shares  have  been  duly
authorized and validly issued and are fully paid and nonassessable. There are no
outstanding  or  authorized  subscriptions,  options,  warrants,  calls,  rights
(including  any  preemptive  rights),  commitments  or other  agreements  of any


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character  whatsoever  which obligate or may obligate the Subsidiary to issue or
sell any additional  shares of its capital stock or any  securities  convertible
into or evidencing the right to subscribe for any shares of its capital stock or
securities  convertible  into or  exchangeable  for such  shares.  There  are no
outstanding  contractual  obligations  of  the  Company  or  the  Subsidiary  to
repurchase,  redeem or otherwise acquire any outstanding shares of capital stock
of, or other  ownership  interest in, the  Subsidiary  or to provide funds to or
make any investment (in the form of a loan,  capital  contribution or otherwise)
in any other entity.

         (j) Parent  represents  that at the time of the Closing  neither Parent
nor the Subsidiary will have any assets or liabilities  other than that which is
reflected in its audited financial statements.

         (k) Parent  represents that at the time of the Closing it has taken all
necessary steps to comply with all applicable state and federal  securities laws
and  regulations  and  that,  to the  knowledge  of the  Parent,  at the time of
closing, there is no litigation,  arbitration,  governmental or other proceeding
(formal or informal), claim or investigation pending or threatened, with respect
to the  Parent's  compliance  with any and all  applicable  securities  laws and
regulations.

3.02  PERFORMANCE  OF THIS  AGREEMENT.  The  execution and  performance  of this
Agreement and the issuance of the Merger Shares  contemplated  hereby,  has been
duly  authorized by the board of directors of Parent and the Subsidiary and this
Agreement  constitutes  a  valid  and  binding  obligation  of  Parent  and  the
subsidiary enforceable in accordance with its terms.

3.03     FINANCIALS.
         ----------

         (a)  True  copies  of the  financial  statements  of the  Parent  as of
December  31,  1997 have  been  completed  and  delivered  by the  Parent to the
Company.  These  statements have been examined and certified by certified public
accountants.  Said  financial  statements  are true and correct in all  material
respects  and present an  accurate  and  complete  disclosure  of the  financial
condition and earnings of the Parent for the periods covered, in accordance with
generally accepted accounting principles applied on a consistent basis.

         (b) All  accounts  receivable,  if any,  (net of reserves  for doubtful
accounts)  of the Parent shown on  financial  statement,  and as incurred in the
normal course of business since that date, are  collectible in the normal course
of business.

         (c) The  Parent  has good and  marketable  title to all of its  assets,
business and  properties  including,  without  limitation,  all such  properties
reflected  in the  aforementioned  balance  sheet,  except as disposed of in the
normal course of business, free and clear of any mortgage, lien, pledge, charge,
claim or encumbrance, except as shown on said balance sheet, and, in the case of
real properties,  except for  rights-of-way and easements which do not adversely
affect the use of such property.

3.04  CHANGES  SINCE AUDIT  DATE.  Since the date of the  financial  statements,
except as disclosed on the Disclosure Schedule,  there has not been any material
change in the financial position or assets of the Parent.

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3.05 ACCURACY OF ALL STATEMENTS MADE BY PARENT. No representation or warranty by
the  Parent in this  Agreement,  nor any  statement,  certificate,  schedule  or
exhibit  hereto  furnished  or to be  furnished  by the Parent  pursuant to this
Agreement,  nor any  document  or  certificate  delivered  to the Company or the
Shareholders   pursuant  to  this  Agreement  or  in  connection   with  actions
contemplated hereby,  contains or shall contain any untrue statement of material
fact or omits or shall  omit a material  fact  necessary  to make the  statement
contained therein not misleading.

3.06  LEGALITY OF SHARES TO BE ISSUED.  The Merger Shares to be issued by Parent
pursuant  to this  Agreement,  when so issued,  will have been duly and  validly
authorized  and issued by Parent and will be fully paid and  non-assessable.  At
the Closing,  the  Shareholders  will acquire good and  marketable  title to the
Merger  Shares  and  the  Transfer  Shares,  free  and  clear  of  any  and  all
encumbrances.

3.07 NO COVENANT AS TO TAX CONSEQUENCES.  It is expressly  understood and agreed
that  neither  Parent  nor its  officers  or  agents  has made any  warranty  or
agreement,  expressed or implied, as to the tax consequences of the transactions
contemplated by this Agreement or the tax consequences of any action pursuant to
or growing out of this Agreement.

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

4.01 ACCESS TO INFORMATION. Parent and its authorized representatives shall have
full access during normal  business  hours to all  properties,  books,  records,
contracts and  documents of the Company,  and the Company shall furnish or cause
to be furnished to Parent and its authorized representative all information with
respect to its  affairs and  business  of the  Company as Parent may  reasonably
request.

4.02 ACTIONS  PRIOR TO CLOSING.  From and after the date of this  Agreement  and
until the Closing Date, the Company shall not materially alter its business.

                                    ARTICLE V

                  CONDITIONS PRECEDENT TO PARENT'S OBLIGATIONS

         Each and every obligation of Parent to be performed on the Closing Date
shall be subject to the satisfaction of the Parent of the following conditions:

5.01 TRUTH OF REPRESENTATIONS AND WARRANTIES, The representations and warranties
made by the Company in this Agreement or given on its behalf  hereunder shall be
substantially  accurate in all  material  respects on and as of the Closing Date
with the same effect as though such representations and warranties had been made
or given on and as of the Closing Date.

5.02 COMPLIANCE  WITH  COVENANTS.  The Company shall have performed and complied
with all obligations  under this Agreement which are to be performed or complied
with by the Company prior to or on the Closing  Date,  including the delivery of
the closing documents specified hereafter.

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5.03 ABSENCE OF SUIT.  No action,  suit or  proceedings  before any court or any
governmental  or regulatory  authority  shall have been  commenced or threatened
and, no  investigation  by any  governmental or regulatory  authority shall have
been commenced, against the Shareholders,  the Company or any of the affiliates,
associates,  officers or directors of any of them, seeking to restrain,  prevent
or change the transactions  contemplated  hereby, or questioning the validity or
legality of any such transactions,  or seeking damages in connection with any of
such transactions.

5.04 RECEIPT OF APPROVALS. ETC. All approvals,  consents and/or waivers that are
necessary  to  effect  the  transactions  contemplated  hereby  shall  have been
received.

5.05 NO MATERIAL  ADVERSE  CHANGE.  As of the Closing  Date there shall not have
occurred any material adverse change which materially impairs the ability of the
Company to conduct its business on the same basis as in the past.

5.06 ACCURACY OF FINANCIAL  STATEMENT.  Parent and its representatives  shall be
satisfied as to the  accuracy of all balance  sheets,  statements  of income and
other financial statements of the Company furnished to Parent herewith.

5.07 PROCEEDINGS AND INSTRUMENTS  SATISFACTORY:  CERTIFICATES.  All proceedings,
corporate  or  otherwise,  to be  taken  in  connection  with  the  transactions
contemplated by this Agreement shall have occurred and all appropriate documents
incident thereto as Parent may request shall have been delivered to Parent.  The
Company and the Shareholders shall have delivered certificates in such detail as
Parent  may  request  as to  compliance  with the  conditions  set forth in this
Article 5.

                                   ARTICLE VI

                       CONDITIONS PRECEDENT TO OBLIGATIONS
                                 OF THE COMPANY

         Each and every obligation of the Company to be performed on the Closing
Date  shall be  subject  to the  satisfaction  prior  thereto  of the  following
conditions:

6.01 TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Parent  contained  in this  Agreement  shall be true at and as of the Closing
Date as though such  representations  and warranties  were made at and as of the
transfer date.

6.02  PARENT'S  COMPLIANCE  WITH  COVENANTS.  Parent  shall have  performed  and
complied with its obligations  under this Agreement which are to be performed or
complied with by it prior to or on the Closing Date.

6.03 ABSENCE OF SUIT.  No action,  suit or  proceedings  before any court or any
governmental  or regulatory  authority  shall have been  commenced or threatened
and, no  investigation  by any  governmental or regulatory  authority shall have
been commenced against Parent, or any of the affiliates, associates, officers or
directors of the Parent seeking to restrain,  prevent or change the transactions
contemplated  hereby,  or  questioning  the  validity  or  legality  of any such
transactions, or seeking damages in connection with any of such transactions.

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6.04 RECEIPT OF APPROVALS. ETC. All approvals,  consents and/or waivers that are
necessary  to  effect  the  transactions  contemplated  hereby  shall  have been
received.

6.05 NO MATERIAL  ADVERSE  CHANGE.  As of the closing  date there shall not have
occurred any material adverse change which materially impairs the ability of the
Parent to conduct its business or the earning power thereof on the same basis as
in the past.

6.06 ACCURACY OF FINANCIAL STATEMENTS.  The Company shall be satisfied as to the
accuracy  of all  balance  sheets,  statements  of income  and  other  financial
statements of the Parent furnished to the Company herewith.

6.07 PROCEEDINGS AND INSTRUMENTS  SATISFACTORY:  CERTIFICATES.  All proceedings,
corporate  or  otherwise,  to be  taken  in  connection  with  the  transactions
contemplated by this Agreement shall have occurred and all appropriate documents
incident  thereto as the Company may request  shall have been  delivered  to the
Company.  The Parent  shall have  delivered  certificates  in such detail as the
Shareholders  may request as to compliance with the conditions set forth in this
Article 6.

6.08 DISSENTER RIGHTS. None of the Shareholders shall have exercised  dissenters
rights with  respect to the Merger and all  Shareholders  shall have  executed a
written consent approving the Merger.

6.09 STOCK TRANSFER AGREEMENT. Certain shareholders of Parent shall have entered
into a Stock  Transfer  Agreement  in form  and  substance  satisfactory  to the
Company pursuant to which such  shareholders  shall transfer to each Shareholder
of the  Company  the number of freely  tradeable  shares of the common  stock of
Parent.

6.10 OPINION OF PARENT'S  COUNSEL.  The Company and the Shareholders  shall have
received an opinion of counsel to Parent.


                                  ARTICLE VII

                                 INDEMNIFICATION

         The Company shall indemnify Parent for any loss, cost, expense or other
damage  suffered by Parent  resulting  from,  arising  out of or  incurred  with
respect to the falsity or the breach of any representation, warranty or covenant
made by the  Company  herein.  Parent  and Kropf  shall  jointly  and  severally
indemnify  and hold the Company and the  Shareholders  harmless from and against
any  loss,  cost,  expense  or  other  damage  (including,  without  limitation,
attorneys' fees and expenses)  resulting from,  arising out of, or incurred with
respect to, or alleged to result from,  arise out of or have been  incurred with
respect to, the falsity or the breach of any representation,  covenant, warranty
or agreement made by Parent or Kropf herein.

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                                  ARTICLE VIII

                             SECURITY ACT PROVISIONS

8.01  RESTRICTIONS  ON DISPOSITION OF SHARES.  Shareholders  of the Company must
covenant and warrant that the Merger Shares  received are acquired for their own
accounts and not with the present view towards the distribution thereof and will
not  dispose  of  such  Merger  Shares  except  (i)  pursuant  to  an  effective
registration  statement under the Securities Act of 1933, as amended, or (ii) in
any other transaction which, in the opinion of counsel, acceptable to Parent, is
exempt from  registration  under the Securities Act of 1933, as amended,  or the
rules and regulations of the Securities and Exchange Commission  thereunder.  In
order  to  effectuate  the  covenants  of  this   sub-section,   an  appropriate
endorsement will be placed upon each of the  certificates  evidencing the Merger
Shares  at the time of  distribution  of such  Merger  Shares  pursuant  to this
Agreement,  and stop  transfer  instructions  shall be placed with the  transfer
agent for the securities.

8.02 NOTICE OF LIMITATION UPON  DISPOSITION.  Each Shareholder is aware that the
Merger  Shares  distributed  pursuant  to this  Agreement  will  not  have  been
registered  pursuant to the Securities Act of 1933, as amended;  and, therefore,
under  current  interpretations  and  applicable  rules,  the  Shareholder  will
probably have to retain such Merger Shares for a period of at least one year and
at the  expiration  of such one year period  sales may be confined to  brokerage
transactions of limited amounts requiring certain  notification filings with the
Securities and Exchange Commission and such disposition may be available only if
the Parent is current in its filings with the Securities and Exchange Commission
under the   Securities  Act of 1933,  as  amended,  or other  public  disclosure
requirements,  and the other  limitations  imposed thereby on the disposition of
the Merger Shares of the Parent.  Additionally,  "affiliates" owning shares will
be subject to additional restrictions limiting sales. Parent represents that the
Transfer  Shares to be  transferred  to the  Shareholders  pursuant to the Stock
Transfer Agreement shall be freely tradeable by the Shareholders.

8.03 LIMITED PUBLIC MARKET FOR COMMON SHARES. Each Shareholder acknowledges that
the Merger  Shares  being issued  pursuant to this  Agreement  currently  have a
limited  public  market in which the  shares may be  liquidated  and there is no
assurance that such pubic market will grow or develop.

                                   ARTICLE IX

                                     CLOSING

9.01 TIME. The Effective  Date of closing of this  transaction  (the  "Closing")
shall be the one which  Articles of Merger are filed with the Secretary of State
of Texas and Nevada but not later than  December  31,  1998  unless  extended by
Parent  and the  Company.  Such date is  referred  to in this  Agreement  as the
"Closing Date."

9.02  DOCUMENTS TO BE DELIVERED BY  SHAREHOLDERS.  At the Closing,  Shareholders
shall deliver to Parent the following documents:

         (a)  Certificates or assignments for all shares of stock of the Company
in the manner and form required by the Plan of Merger.


                                       10
<PAGE>
         (b) A certificate signed by the President or other executive officer or
director of the Company  that the  representations  and  warranties  made by the
Company in this  Agreement  are true and correct on and as of the  Closing  Date
with the same effect as though such representations and warranties had been made
on or given on and as of the Closing Date and that  Shareholders  have performed
and complied with all of their  obligations under this Agreement which are to be
performed or complied with by or prior to or on the Closing Date.

         (c) A copy of the by-laws of the Company certified by  its secretary or
assistant  secretary and  a copy  of the  certificate  of  incorporation  of the
Company.

         (d) Certificates or letters from Shareholders evidencing the taking of
the  shares  in  accordance  with the  provisions  of this  Agreement  and their
understanding of the restrictions thereunder.

          (e) Such other  documents of transfer, certificates  of  authority and
other documents as Parent may reasonably request.

          (f) A certified  copy of the duly adopted  resolutions of the board of
directors of the Company  authorizing or ratifying the execution and performance
of this  Agreement  and  authorizing  or ratifying  the acts of its officers and
employees in carrying out the terms and provisions thereof

9.03 DOCUMENTS TO BE DELIVERED BY PARENT.  At the Closing,  Parent shall deliver
to Shareholders the following documents:

         (a) Certificates issued to each Shareholder for the number of shares of
Merger Shares issuable to such  Shareholder as determined  pursuant to Article I
hereof and the Plan of Merger

          (b) A certified  copy of the duly adopted  resolutions of the board of
directors of Parent  authorizing  or ratifying the execution and  performance of
this  Agreement  and  authorizing  or  ratifying  the acts of its  officers  and
employees in carrying out the terms and provisions thereof

          (c) A  certificate  signed by the  President  of the  Parent  that the
representations and warranties made by the Parent in this Agreement are true and
correct  on and as of the  Closing  Date with the same  effect  as  though  such
representations  and  warranties  had  been  made on or  given  on and as of the
Closing Date and that the Parent has  performed  and complied  with all of their
obligations  under this Agreement  which are to be performed or complied with by
or prior to or on the Closing Date.

          (d) The Stock Transfer Agreement executed and delivered by the parties
thereto.

          (e) A  certificate  issued  to  each  Shareholder  for the  number  of
Transfer  Shares to be  transferred  to such  Shareholder  pursuant to the Stock
Transfer Agreement.

          (f)The legal opinion of counsel to Parent required pursuant to Section
6.10 hereof.

                                       11
<PAGE>
                                    ARTICLE X

                           TERMINATION AND ABANDONMENT

          This Agreement may be terminated and the  transaction  provided for by
this Agreement may be abandoned without liability on the part of any part to any
other,  at any time  before the  Closing  Date,  or on a post  closing  basis as
provided previously herein:

          (a)      By mutual consent of Parent and the Company;

          (b) By Parent if any of the  conditions  provided for in Article VI of
this Agreement have not been met and have not been waived in writing by Parent.

          (c) By the Company if any of the  conditions  provided  for in Article
VII of this  Agreement  have not been met and have not been waived in writing by
the Company.

          In the  event of  termination  and  abandonment  by any party as above
provided in this Article,  written notice shall  forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation for the
consummation of this Agreement and the transactions contemplated hereunder.

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01 NOTICES. All notices, requests, demands and other communications hereunder
shall be deemed  to have  been  duly  given,  if  delivered  by hand or  mailed,
certified or registered mail with postage prepaid:

          (a) If to the  Company,  to James B.  LaPorte at 120 South  Denton Tap
Road, # 450 C 113,  Copppell,  Texas 75019, or to such other person and place as
the Company shall furnish to Parent in writing; or

          (b) If to Parent, the Subsidiary or Kropf, to Nathan W. Drage at 4505
South Wasatch Blvd., Suite 330,  Salt  Lake City,  Utah 84124, or  to such other
person and place as Parent shall furnish to Company in writing.

11.02 ANNOUNCEMENTS.  Announcements  concerning the transactions provided for in
this  Agreement by either the Company or Parent shall be subject to the approval
of the other in all essential respects,  except that the approval of the Company
shall not be required as to any  statements and other  information  which Parent
may submit to its shareholders.

11.03  DEFAULT.  Should  any  party  to  this  Agreement  default  in any of the
covenants,  conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses,  including a reasonable  attorney's  fee,  which may
arise or accrue  from  enforcing  this  Agreement,  or in  pursuing  any  remedy
provided  hereunder or by the statutes of the State of Texas,  United  States of
America.

                                       12
<PAGE>
11.04 ASSIGNMENT.  This Agreement may not be assigned in whole or in part by the
parties hereto without the prior written  consent of the other party or parties,
which consent shall not be unreasonably withheld.

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

11.06  HOLIDAYS.  If any  obligation  or act required to be performed  hereunder
shall  fall due on a  Saturday,  Sunday or other  day  which is a legal  holiday
established  by the State of Texas,  such  obligation or act may be performed on
the  next  succeeding  business  day  with  the  same  effect  as if it had been
performed upon the day appointed.

11.07  COMPUTATION  OF TIME. The time in which any obligation or act provided by
this  Agreement is to be  performed  is computed by excluding  the first day and
including  the last,  unless the last day is a holiday,  in which event such day
shall also be excluded.

11.08  GOVERNING  LAW  AND  VENUE.  This  Agreement  shall  be  governed  by and
interpreted pursuant to the laws of the State of Texas.

11.09 PARTIAL INVALIDITY. If any term, covenant,  condition or provision of this
Agreement or the application  thereof to any person or circumstance shall to any
extent  be  invalid  or  unenforceable,  the  remainder  of  this  Agreement  or
application  of such term or  provision to persons or  circumstances  other than
those  as to  which  it is held to be  invalid  or  unenforceable  shall  not be
affected  thereby  and each  term,  covenant,  condition  or  provision  of this
Agreement  shall be  valid  and  shall  be  enforceable  to the  fullest  extent
permitted by law.

11.10 NO OTHER  AGREEMENTS.  This  Agreement  constitutes  the entire  Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.

11.11 RIGHTS ARE CUMULATIVE.  The rights and remedies granted hereunder shall be
in addition to and cumulative of any other rights or remedies provided under the
laws of the State of Texas.

11.12  WAIVER.  No delay or failure in the  exercise of any power or right shall
operate  as a waiver  thereof or as an  acquiescence  in  default.  No single or
partial  exercise of any power or right  hereunder  shall  preclude any other or
further exercise thereof or the exercise of any other power or right.

11.13 SURVIVAL OF COVENANTS, ETC. All covenants, representations, and warranties
made herein to any parties or in any  statement  or  document  delivered  to any
party  hereto,  shall  survive the making of this  Agreement and shall remain in
full force and effect until the  obligations  of such party  hereunder have been
fully satisfied.

                                       13
<PAGE>
11.14  FURTHER  ACTION.  The parties  hereto  agree to execute and deliver  such
additional  documents  and to take  such  other  and  further  action  as may be
required to carry out fully the transaction(s) contemplated herein.

11.15  AMENDMENT.  This  Agreement or any  provision  hereof may not be changed,
waived,  terminated  or  discharged  except by means of a  written  supplemental
instrument  signed by the  party or  parties  against  whom  enforcement  of the
change, waiver, termination, or discharge is sought.

11.16  HEADINGS.  The descriptive  headings of the various  Sections or parts of
this  Agreement  are for  convenience  only and shall not affect the  meaning or
construction of any of the provisions hereof.

11.17  COUNTERPARTS.  This agreement may be executed in two or more partially or
fully executed counterparts, each of which shall be deemed an original and shall
bind the signatory,  but all of which together shall  constitute but one and the
same instrument.

11. 18  REVERSE  SPLITS.  No  further  reverse  splits  may be  enacted by Triad
Compressor,  Inc.  shareholders  for a period of eighteen  months  from  closing
hereunder.

          IN  WITNESS  WHEREOF,   the  parties  hereto  executed  the  foregoing
Reorganization Agreement as of the day and year first above written.

                                                 PARENT:
                                                 SAKER ONE CORPORATION


                                                 BY:/S/ROBERT KROPF
                                                 Robert Kropf, President

Attest:__________________________

                                                 SUBSIDIARY:
                                                 TRIAD COMPRESSOR, INC.
                                                 (a Nevada Corporation)


                                                 BY: /S/ROBERT KROPF
                                                 Robert Kropf, President

Attest:___________________________



                                       14
<PAGE>
                                                 COMPANY:
                                                 TRIAD COMPRESSOR, INC.
                                                 (a Texas Corporation)



                                                 BY:/S/MICHAEL R. BLOOM
                                                 ----------------------
                                                 Michael R. Bloom, Director



Attest:

                                                 BY:/S/ROBERT KROPF
                                                 Robert Kropf Individually




                                       15

<PAGE>
<TABLE>
<CAPTION>

                                                             SCHEDULE A


<S>                        <C>                       <C>                        <C>
NAME OF                    NO. OF                    MERGER                     TRANSFER SHARES
COMPANY                    COMPANY                   SHARES TO BE               TO BE TRANSFERRED
SHAREHOLDER                SHARES                    ISSUED BY                  BY PARENT
                                                     PARENT                     SHAREHOLDERS
------------               -----------               ----------------           -----------------


                           13,788,297                11,549,105                 1,543,527


TOTAL:                     13,788,297                11,549,105                 1,543,527

</TABLE>






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