EXHIBIT 10.6

                                 PLAN OF MERGER

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                                 PLAN OF MERGER

         THIS PLAN OF MERGER (this "Plan of  Merger"),  dated as of December 16,
1998, is among Saker One Corporation,  a Nevada  corporation  ("Parent"),  Triad
Compressor,  Inc.,  a Nevada  corporation  and a subsidiary  of Parent  ("Merger
Sub"), and Triad  Compressor,  Inc., a Texas  corporation  (the "Company").  The
Company  and  Merger  Sub  are  hereinafter  collectively  referred  to  as  the
"Constituent Corporations".

         WHEREAS, Parent, Merger Sub and the Company are parties to that certain
Reorganization  Agreement dated December 15, 1998 (the "Agreement")  pursuant to
which the parties thereto have agreed to the merger of the Company with and into
Merger Sub; and

         WHEREAS,  Parent, as the sole shareholder of Merger Sub, the respective
Boards of Directors of Merger Sub and the Company,  and the  shareholders of the
Company (the  "Shareholders")  have each approved the merger of the Company into
Merger Sub in accordance with the Nevada  Business  Corporation Law (the "Nevada
Law"), the Texas Business Corporation Act (the "TBCA") and the provisions of the
Agreement; and

         WHEREAS, the Agreement provides that this Plan of Merger shall be filed
with  articles  of merger with the  Secretaries  of State of Nevada and Texas in
order to consummate the merger of the Company with and into Merger Sub; and

         WHEREAS,  Parent, Merger Sub and the Company have agreed to execute and
file this Plan of Merger as provided under the Nevada Law and the TBCA.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained,  Parent, Merger Sub, and the Company hereby agree as
follows:

         1. THE  MERGER.  At the  Effective  Time (as  defined  in  Section  1.3
hereof),  in accordance  with this Plan of Merger,  and Nevada Law and the TBCA,
the  Company  shall be merged  (such  merger  being  herein  referred  to as the
"Merger") with and into the Company, the separate existence of the Company shall
cease,  and Merger Sub shall continue as the surviving  corporation.  Merger Sub
hereinafter sometimes is referred to as the "Surviving Corporation."

         2.  EFFECT  OF THE  MERGER.  When the  Merger  has been  effected,  the
Surviving  Corporation shall retain the name "Triad  Compressor,  Inc."; and the
Surviving  Corporation  shall  thereupon and thereafter  possess all the rights,
privileges,  powers and  franchises of a public as well as of a private  nature,
and be subject to all the  restrictions,  disabilities and duties of each of the
Constituent Corporations;  and all and singular, the rights, privileges,  powers
and franchises of each of the Constituent  Corporations and all property,  real,
personal and mixed, and all debts due to either of the Constituent  Corporations
on whatever  account,  as well for stock  subscriptions  as all other  things in
action  or  belonging  to each of  such  corporations  shall  be  vested  in the
Surviving  Corporation;  and  all  property,  rights,  privileges,   powers  and
franchises,  and all and every other interest shall be thereafter as effectually
the  property  of the  Surviving  Corporation  as they  were  of the  respective
Constituent  Corporations,  and the title to any real  estate  vested by deed or
otherwise,  in any of such Constituent  Corporations,  shall not revert or be in
any way impaired by reason of the Merger;  but all rights of  creditors  and all
liens  upon  any  property  of any of said  Constituent  Corporations  shall  be
preserved unimpaired, and all debts, liabilities and


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duties of the respective  Constituent  Corporations  shall thenceforth attach to
the Surviving Corporation,  and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it.

         3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger
to be  consummated  by filing with the Secretary of State of Nevada and Texas an
articles  of merger  and this Plan of Merger in such form as  required  by,  and
executed in accordance  with, the relevant  provisions of the Nevada Law and the
TCBA (the time of such filing  being the  "Effective  Time" and the date of such
filing being the "Effective Date").

         4. ARTICLES OF INCORPORATION:  BYLAWS:  DIRECTORS  AND  OFFICERS.  The
Articles  of  Incorporation  and bylaws of the  Surviving  Corporation  shall be
identical with the Articles of Incorporation  and bylaws of the Merger Sub as in
effect  immediately  prior to the  Effective  Time until  thereafter  amended as
provided therein and under the Nevada Law.

         5.  CONVERSION OF SECURITIES.  At the Effective  Time, by virtue of the
Merger and without any action on the part of Parent,  Merger Sub, the Company or
the holder of any of the shares (the  "Shares") of common stock,  $.01 par value
(the "Common Stock") of the Company:

                  (a) Each Share issued and outstanding immediately prior to the
         Effective  Time shall be canceled and retired and be converted into and
         become a right to receive  0.8 share of common  stock $.01 par value of
         Parent (the "Merger Shares").

                  (b) Each Share which is held in the treasury of the Company or
         which is owned by any  direct or  indirect  subsidiary  of the  Company
         shall be  canceled  and  retired,  and no  payment  shall be made  with
         respect thereto.

                  (c)  Each  outstanding  or  authorized  subscription,  option,
         warrant, call, right (including any preemptive right),  commitment,  or
         other  agreement of any  character  whatsoever  which  obligates or may
         obligate  the  Company  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,  if any,  shall be
         terminated, and no payment shall be made with respect thereto.

                  (d) Each share of common stock,  par value $0.01 per share, of
         Merger Sub issued and  outstanding  immediately  prior to the Effective
         Time  shall  be  converted   into  one  validly   issued,   fully  paid
         nonassessable  share of common stock, par value $0.01 per share, of the
         Surviving Corporation.

                  (e) No Fractional  Merger Shares and no  certificates or scrip
         representing  such  fractional  Merger  Shares,  shall  be  issued:  no
         dividend  or   distribution  of  Merger  Shares  shall  relate  to  any
         fractional Merger Share, and such fractional Merger Share interest will
         not  entitle  the  holder  thereof to receive  any Merger  Shares  with
         respect thereto or to vote or to any rights of a shareholder.

                  (f) Each Share issued and outstanding immediately prior to the
         Effective  Time and held by a  Shareholder  who shall not have voted in
         favor of the adoption of the


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         Agreement and the approval of the Merger and who has validly  perfected
         dissenter's  rights in accordance  with the TCBA shall not be converted
         into and become a right to receive Merger Shares in accordance with the
         terms of this Plan of Merger (all such Shares are hereinafter  referred
         to as "Dissenting Shares"). The Company shall give Parent prompt notice
         upon receipt by the Company of any written notice from any  Shareholder
         who   intends   to   exercise   dissenter's   rights   (a   "Dissenting
         Shareholder").  The Company agrees that prior to the Effective Time, it
         will not, except with prior written consent of Parent, voluntarily make
         any payment with respect to, or settle or offer to settle,  any request
         for  withdrawal  pursuant to the exercise of dissenter's  rights.  Each
         Dissenting Shareholder who becomes entitled, pursuant to the provisions
         of applicable law, to payment for such Dissenting  Shareholder's shares
         of the  Company  shall  receive  payment  therefor  from the  Surviving
         Corporation  (but only after the amount thereof shall be agreed upon or
         finally  determined  pursuant to the provisions of applicable  law). If
         any Dissenting  Shareholder  shall fail to perfect or shall effectively
         withdraw  or lose such  Dissenting  Shareholder's  right to receive the
         value, of such Dissenting Shareholder's Shares, each of such Dissenting
         Shareholder's  Shares  shall  thereupon  be  converted  into a right to
         receive  Merger  Shares  in  accordance  with the terms of this Plan of
         Merger. The Surviving Corporation shall assume the obligations, if any,
         to pay the fair  value of any  Shares as to which the  holders  thereof
         have perfected dissenters' rights under the TCBA.

         6. TAKING OF NECESSARY ACTION:  FURTHER ACTION. Each of Parent,  Merger
Sub, and the Company shall use all  reasonable  efforts to take all such actions
as may be necessary or  appropriate  in order to effectuate the Merger under the
Nevada Law,  the TCBA or federal law as  promptly as  possible.  If, at any time
after the Effective  Time, any further action is necessary or desirable to carry
out the purposes of the  Agreement and to vest the  Surviving  Corporation  with
full right, title and possession to all assets,  property,  rights,  privileges,
powers and franchises of either of the  Constituent  Corporations,  the officers
and directors of the Surviving  Corporation are fully  authorized in the name of
their  corporation  or  otherwise to take,  and shall take,  all such lawful and
necessary action.

          7.  AGREEMENT. This Plan of Merger is executed and filed pursuant to
the Agreement and nothing herein shall be deemed to amend, modify or terminate
any provision of the Agreement.

          IN WITNESS  WHEREOF,  Parent,  Merger Sub, and the Company have caused
this Plan of Merger to be executed as of the date first above written.

SAKER ONE CORPORATION                           TRIAD COMPRESSOR, INC.
                                                (A Nevada corporation)


By:_______________________________               By:__________________________
         Robert Kropf                            Robert Kropf, President

                                                 TRIAD COMPRESSOR, INC.
                                                 (A Texas corporation)

                                                 By:___________________________
                                                 Michael Bloom, Director