Unassociated Document


    

      


      


      


      


      


      


      


      


      


      


      STOCK
        PURCHASE AGREEMENT

      


      AMONG

      


      TITAN
        GLOBAL HOLDINGS, INC.,

      


      CRESCENT
        FUELS, INC.

      


      AND

      


      PHILLIP
        NEAR

      


      


      


      


      Dated:
        Effective 12:01 a.m., October 1, 2008

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      STOCK
        PURCHASE AGREEMENT

      


      


      THIS
        STOCK PURCHASE AGREEMENT is made effective as of 12:01 a.m., October 1, 2008
        (the “Agreement”), among Titan Global Holdings, Inc., a corporation existing
        under the laws of Utah (the “Purchaser”), Crescent Fuels, Inc. (the “Company” of
“CFI”) and Phillip Near (the “Seller”), a shareholder in the
        Company.

       

      W
        I T
        N E S S E T H:

       

      WHEREAS,
        the Seller owns an aggregate of 5,244 shares of common stock, $0.01 par value,
        of the Company (the “Shares”) which Shares constitute 52.44% of the issued and
        outstanding shares of the common stock of the Company; and

       

      WHEREAS,
        the Seller desires to sell to Purchaser, and the Purchaser desires to purchase
        from the Seller, the Shares for the purchase price and upon the terms and
        conditions hereinafter set forth; 

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements hereinafter contained, the parties hereby agree as
        follows:

       

      ARTICLE
        I

       

      SALE
        AND
        PURCHASE OF SHARES

       

      1.1 Sale
        and Purchase of Shares. Effective
        as of 12:01 a.m., October 1, 2008 (the “Effective Time”) and upon the terms and
        subject to the conditions contained herein, on the closing date of the
        transactions contemplated herein (the “Closing Date”), the Seller shall sell,
        assign, transfer, convey and deliver to the Purchaser, and the Purchaser
        shall
        purchase from the Seller, all Shares of the Company owned by the Seller (the
        “Closing”). 

       

      ARTICLE
        II

       

      PURCHASE
        PRICE AND OTHER CONSIDERATION

       

      2.1 Purchase
        Price.
        The
        purchase price for the common stock shall be an aggregate of $980,244,
        consisting of (i) $1.00 in cash per share ($5,244 in the aggregate), plus
        325,000 shares of the common stock of Purchaser, which Purchaser values at
        $975,000 ($3.00 per share), together with the additional consideration set
        forth
        in Section 2.2, below.

      


      2.2 Additional
        Consideration.
        As
        additional consideration for the Shares, Purchaser agrees to pay, perform
        and
        cause the following:

      
        	 	
                (a)

              	
                Seller
                  shall be released and discharged from liability with respect to
                  that
                  certain Note Receivable of the Company in the amount of $1,357,228.71,
                  which Note was previously issued and from time to time amended,
                  restated
                  and reissued in connection with Seller’s acquisition of the
                  Shares;

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      
        	 	
                (b)

              	
                Purchaser
                  shall acquire and/or cause Greystone Business Credit to acquire
                  from M
                  & I Marshall & Ilsley Bank (“M&I Bank”) all of the
                  indebtedness owed by the Company’s subsidiaries, Crescent Oil Company,
                  Inc. and Crescent Stores, Inc. (save and except a certain equipment
                  lease
                  due M & I Equipment Finance which shall remain due and owing).
                  Seller’s personal guarantee of such indebtedness shall be modified as
                  provided in (c), below, and all suits, claims and causes of action
                  whatsoever in favor of said Bank arising from, or in any way relating
                  to
                  such indebtedness, shall be deemed as of closing released and discharged
                  as against Seller and as against the officers, directors, stockholders
                  and
                  employees of the Company and its subsidiaries. If such indebtedness
                  is
                  acquired by Greystone Business Credit, Purchaser shall cause Greystone
                  to
                  issue written confirmation of the modification, release and discharge
                  of
                  the obligations set forth herein. The foregoing notwithstanding,
                  Purchaser
                  may arrange interim or bridge financing through M&I Bank, partial or
                  complete, in which event Seller’s personal guarantee shall be reduced to
                  the amount of the interim or bridge financing provided to Purchaser
                  (and
                  Crescent Oil Company, Inc. and Crescent Stores, Inc.) by M & I Bank in
                  accordance with loan purchase and financing agreement between Purchaser
                  and M & I Bank. At such time, and to the extent, Purchaser secures
                  financing through Greystone Business Credit, the guarantee provisions
                  of
                  subparagraph (c), below, shall become applicable but with Seller’s
                  personal guarantee amount reduced dollar for dollar for any continuing
                  debt obligations due M & I Bank for which Seller has continuing
                  personal liability until such time as the obligations due M & I Bank
                  are paid and discharged.

              


      

      


      
        	 	
                (c)

              	
                Seller’s
                  personal guarantee of the Bank indebtedness to be acquired pursuant
                  to
                  (c), above, shall be modified and reduced to the maximum sum of
                  $16,000,000, and shall be further reduced dollar for dollar for,
                  and with
                  respect to, each of the following economic benefits to be derived
                  (directly or indirectly) by Purchaser from future business events,
                  to
                  wit:

              


      

      


      (i) Receipt
        by Crescent Oil Company, Inc. of $6,675,000 in MSA Cash Out  and
        up
        front BIP payments from ConocoPhillips;

      (ii) Receipt
        by Crescent Oil Company, Inc. of any other upfront incentive  payments
        from branded oil company suppliers including those planned for  the
        Wichita market development program;

      
        	 	
                (iii)

              	
                Receipt
                  of Appalachian Oil Company of upfront incentive payments from branded
                  oil
                  company suppliers;

              


      

      
        	 	
                (iv)

              	
                EBITDA
                  (“Earnings Before Interest Taxes Depreciation and Amortization” computed
                  in accordance with generally accepted accounting principles, consistently
                  applied) of Crescent Oil Company, Inc., but excluding from EBITDA
                  the
                  effects of the items set forth in (c)(i) and (c)(ii), above;
                  and/or,

              


      

      
        	 	
                (v)

              	
                Payments,
                  from whatever source, in permanent reduction of the guaranteed
                  indebtedness.

              


      


      
        
          
          

        

        
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      until
        such time as the maximum sum of the personal guarantee is reduced to zero.
        Purchaser shall procure the written consent of Greystone Business Credit
        to this
        arrangement for reduction of the personal guarantee, pursuant to which the
        reduction shall be contingent upon Greystone’s receipt in debt reduction (or in
        reduction of required credit advances) of the items described in (c)(i) and
        (c)(ii) above, all as may be more fully provided by the instrument pursuant
        to
        which Greystone’s consent is granted. In the event the holder of the Seller’s
        personal guarantee should demand payment thereunder by reason of Purchaser’s
        default in payment or performance of its obligations, Seller shall have and
        be
        entitled to exercise all rights of subrogation and indemnification as against
        Purchaser as are available under the common law.

      
        	 	
                (d)

              	
                Purchaser
                  shall enter into, perform and simultaneously close at Closing a
                  Stock
                  Purchase Agreement with the owners of all remaining issued and
                  outstanding
                  shares of the capital stock of the Company, upon such terms and
                  conditions
                  as may be mutually satisfactory.

              


      

      


      
        	 	
                (e)

              	
                Purchaser,
                  the Company, and each subsidiary of the Company, shall be deemed
                  at
                  Closing to have released and discharged Seller in his capacity
                  as a
                  director, officer, stockholder and employee of the Company and its
                  subsidiaries as to any and all suits, claims and causes of action
                  whatsoever arising from or any way relating to Seller’s prior service in
                  those offices and capacities. Provided, however, if it shall be
                  determined
                  that the Company or its subsidiaries shall have suffered any damages
                  by
                  any “bad acts” (theft, misappropriation or fraudulent representation
                  adversely affecting the financial condition of the Company) then
                  the
                  foregoing release shall not be operative with respect to such bad
                  acts and
                  resulting damages. It is specifically agreed that “bad acts” shall not
                  include: (i) any matter disclosed to Purchaser in the Related Party
                  Table
                  appearing at Subfolder I.21 at ftp://tgh:crescent@crescentoil.com
                  (the
                  “Datasite”); (ii) Compensation, bonuses or benefits previously paid by the
                  Company or its subsidiaries; or (iii) Seller’s personal use of Company
                  apartments, vehicles or services of
                  employees.

              


      

      


      
        	 	
                (f)

              	
                Purchaser,
                  the Company, and each subsidiary of the Company shall be deemed
                  at Closing
                  to have released and discharged each director, officer, stockholder
                  and
                  employee (other than Near, whose release and continuing liability
                  is as
                  set forth in (e), above) from any and all suits, claims or causes
                  of
                  action whatsoever arising from or relating to such persons prior
                  services
                  in those capacities.

              


      

      


      
        	 	
                (g)

              	
                The
                  corporate indemnification policies of the Company and the subsidiaries
                  as
                  set forth in the Articles of Incorporation and/or Operating Agreements
                  and
                  Bylaws shall remain in full force and effect with respect to matters
                  arising or relating to periods of time preceding the
                  Closing.

              


      

      


      
        	 	
                (h)

              	
                Purchaser
                  and the Company shall in good faith attempt to secure release of
                  all of
                  Seller’s personal guarantees for corporate debts and obligations on or
                  before 9/30/11, except with respect to the guaranteed indebtedness
                  due
                  Greystone Business Credit, the reduction of Seller’s liability upon
                  personal guarantee shall proceed in accordance with 2.2(c),
                  above.

              


      

      


      
        	 	
                (i)

              	
                At
                  or before Closing, Seller and Purchaser shall cause settlement
                  of the
                  informal retirement plan program between Partners Plus, Inc. and
                  employee
                  Debbie Rash by payment of the sum of
                  $15,000.

              


      


      
        
          
          

        

        
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                (j)

              	
                On
                  or before 9/30/09, Seller and Purchaser shall cause the Company
                  to acquire
                  the outstanding membership interests in CBC Realty, LLC held by
                  certain
                  key employees of the Company for the amounts stated as follows:
                  Jerry
                  Davidson ($17,000); Debbie Rash ($10,500); and Ted Bogle ($10,500).
                  Further the Company shall assume and cause such employees to be
                  released
                  from liability on mortgage indebtedness due from CBC Realty, LLC
                  with
                  respect to the real estate at 1401 W. 11th
                  Street, Coffeyville, Kansas.

              


      

      


      
        	 	
                (k)

              	
                In
                  the event Purchaser elects to change or replace the Company’s Health
                  Insurance Plan, any waiting period applicable to existing employees
                  shall
                  be waived by the insurer. In the event Purchaser elects to terminate,
                  change or consolidate the Company’s 401K Plan, existing employees shall be
                  credited for prior years of service and for hours of service in
                  the
                  current year, and employee contributions shall be deemed 100%
                  vested.

              


      

      


      
        	 	
                (l)

              	
                Seller
                  has disclosed to Purchaser the existence of certain related party
                  transactions or relationships, including Seller’s participation in Landco
                  Holdings, Allison G. Enterprises and the real estate holdings of
                  Sharper
                  Images. The parties shall negotiate in good faith for Purchaser’s
                  acquisition of Seller’s interest in such business so as to eliminate any
                  business conflict. In the event the parties are unable to reach
                  agreement
                  for such acquisition within 60 days after Closing, such related
                  party
                  contracts and obligations shall be either continued on their existing
                  terms or terminated at Purchaser’s
                  option.

              


      

      


      ARTICLE
        III

      CLOSING
        AND TERMINATION

       

      3.1 Closing
        Date. Subject
        to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
        (or the waiver thereof by the party entitled to waive that condition), the
        Closing of the sale and purchase of the Shares provided for in Section 1.1
        hereof (the "Closing") shall take place at 116 W. Myrtle, Independence, Kansas
        (or at such other place as the parties may designate in writing) on such
        date as
        the Seller and the Purchaser may designate. 

       

      3.2 Termination
        of Agreement. This
        Agreement may be terminated prior to the Closing as follows:

       

      
        	 	
                (a)

              	
                At
                  the election of the Seller or the Purchaser on or after October
                  31, 2008,
                  if the Closing shall not have occurred by the close of business
                  on such
                  date, provided that the terminating party is not in default of
                  any of its
                  obligations hereunder;

              


      

       

      (b) by
        mutual
        written consent of the Seller and the Purchaser; or

       

      
        	 	
                (c)

              	
                by
                  the Seller or the Purchaser if there shall be in effect a final
                  nonappealable order of a governmental body of competent jurisdiction
                  restraining, enjoining or otherwise prohibiting the consummation
                  of the
                  transactions contemplated hereby; it being agreed that the parties
                  hereto
                  shall promptly appeal any adverse determination which is not nonappealable
                  (and pursue such appeal with reasonable
                  diligence).

              


      

       


      
        
          
          

        

        
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      3.3 Procedure
        Upon Termination. In
        the
        event of termination and abandonment by the Purchaser or the Seller, or both,
        pursuant to Section 3.2 hereof, written notice thereof shall forthwith be
        given
        to the other party or parties, and this Agreement shall terminate, and the
        purchase of the Shares hereunder shall be abandoned, without further action
        by
        the Purchaser or the Seller. If this Agreement is terminated as provided
        herein,
        each party shall redeliver all documents, work papers and other material
        of any
        other party relating to the transactions contemplated hereby, whether so
        obtained before or after the execution hereof, to the party furnishing the
        same.

       

      3.4 Effect
        of Termination. In
        the
        event that this Agreement is validly terminated as provided herein, then
        each of
        the parties shall be relieved of their duties and obligations arising under
        this
        Agreement after the date of such termination and such termination shall be
        without liability to the Purchaser, the Company or the Seller; provided,
        further, however, that nothing in this Section 3.4 shall relieve the Purchaser
        or the Seller of any liability for a breach of this Agreement.

       

      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF THE SELLERS

       

      When
        used
        in this Article IV, any representation given with respect to the Company
        shall
        be a representation with respect to the Company and its subsidiaries. The
        Seller
        hereby represents and warrants to the Purchaser that:

       

      4.1 Organization
        and Good Standing of the Company.
        The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation in Schedule 4.6.
        The
Company
        is
        not
        presently required to be qualified to transact business in any other
        jurisdiction where the failure to so qualify would have an adverse effect
        on the
        business of the Company.
        

      


      4.2 Authority.

      


      
        	 	
                (a)

              	
                The
                  Company
                  presently has
                  full power and authority (corporate and otherwise) to carry on
                  its
                  business and has all permits and licenses that are necessary to
                  the
                  conduct of its business or to the ownership, lease or operation
                  of its
                  properties and assets, except where the failure to have such permits
                  and
                  licenses would not have a material adverse effect on the Company’s
                  business
                  or operations (“Material Adverse
                  Effect”).

              


      

      


      
        	 	
                (b)

              	
                The
                  execution of this Agreement and the delivery hereof to the Purchaser
                  and
                  the sale contemplated herein have been, or will be prior to Closing,
                  duly
                  authorized by the CFI’s
                  Board of Directors and by CFI’s stockholders having full power and
                  authority to authorize such
                  actions.

              


      


      
        
          
          

        

        
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                (c)

              	
                Subject
                  to any consents required under Section 4.7 below, the Seller and
                  the
                  Company
                  have
                  the full legal right, power and authority to execute, deliver and carry
                  out the terms and provisions of this Agreement; and this Agreement
                  has
                  been duly and validly executed and delivered on behalf of Seller
                  and the
                  Company
                  and
                  constitutes a valid and binding obligation of the Seller and the
                  Company
                  enforceable
                  in accordance with its terms.

              


      

      


      
        	 	
                (d)

              	
                Except
                  as set forth in Section 4.2, neither the execution and delivery
                  of this
                  Agreement, the consummation of the transactions herein contemplated,
                  nor
                  compliance with the terms of this Agreement will violate, conflict
                  with,
                  result in a breach of, or constitute a default under any statute,
                  regulation, indenture, mortgage, loan agreement, or other agreement
                  or
                  instrument to which the Company
                  or
                  the Seller is a party or by which it or any of them is bound, any
                  charter,
                  regulation, or bylaw provision of the Company,
                  or any decree, order, or rule of any court or governmental authority
                  or
                  arbitrator that is binding on the Company
                  or
                  the Seller in any way, except where such would not have a Material
                  Adverse
                  Effect, except potential for breach of covenant is asserted by
                  Wells Fargo
                  with respect to real estate mortgage loan, and except any covenants
                  as may
                  be contained in the M & I Bank Loan
                  documents.

              


      

      


      4.3 Shares.

      


      
        	 	
                (a)

              	
                The
                  Company’s authorized and issued capital stock consists of: (i) 10,000
                  shares of Common Stock, $1.00 par value per share, of which 5,244
                  shares
                  have been issued to the Seller; and (ii) 1,250 preferred shares,
                  par value
                  of $1,000 shares. All of the Shares are duly authorized, validly
                  issued,
                  fully paid and non-assessable.

              


      

      


      
        	 	
                (b)

              	
                The
                  Seller is the lawful record and beneficial owner of all the Shares,
                  free
                  and clear of any liens, pledges, encumbrances, charges, claims
                  or
                  restrictions of any kind, except as set forth in Section 4.3, and
                  have, or
                  will have on the Closing Date, the absolute, unilateral right,
                  power,
                  authority and capacity to enter into and perform this Agreement
                  without
                  any other or further authorization, action or proceeding, except
                  as
                  specified herein.

              


      

      


      
        	 	
                (c)

              	
                There
                  are no authorized or outstanding subscriptions, options, warrants,
                  calls,
                  contracts, demands, commitments, convertible securities or other
                  agreements or arrangements of any character or nature whatever
                  under which
                  any Seller or the Company
                  are or may become obligated to issue, assign or transfer any shares
                  of
                  capital stock of the Company, except: (i) share purchase option
                  in favor
                  of Johnson Enterprises of Kansas, LLC; and (ii) conversion privilege
                  of
                  the holders of the preferred shares. Upon the delivery to Purchaser
                  on the
                  Closing Date of the certificate(s) representing the Shares, Purchaser
                  will
                  have good, legal, valid, marketable and indefeasible title to the
                  Shares,
                  free and clear of any liens, pledges, encumbrances, charges, agreements,
                  options, claims or other arrangements or restrictions of any
                  kind.

              


      


      
        
          
          

        

        
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      4.4 Basic
        Corporate Records.
        The
        copies of the Articles of Incorporation of the Company
        certified
        by the Secretary of State or other authorized official of the jurisdiction
        of
        incorporation), and the Bylaws of the Company (certified as of the date of
        this
        Agreement as true, correct and complete by the Company’s
        secretary
        or assistant secretary), all of which have been delivered to the Purchaser,
        are
        true, correct and complete as of the date of this Agreement.

      


      4.5 Minute
        Books.
        The
        minute books of the Company,
        which
        shall be exhibited to the Purchaser between the date hereof and the Closing
        Date, each contain true, correct and complete minutes and records of all
        meetings, proceedings and other actions of the shareholders, Boards of Directors
        and committees of such Boards of Directors of the Company,
        if any,
        except where such would not have a Material Adverse Effect and, on the Closing
        Date, will, to the best of Seller’s knowledge, contain true, correct and
        complete minutes and records of any meetings, proceedings and other actions
        of
        the shareholders, Boards of Directors and committees of such Boards of Directors
        of the Company.

      


      4.6 Subsidiaries
        and affiliates.
        Except
        as set forth in Schedule 4.6, the Company
        does
        not
        have any ownership, voting or profit and loss sharing percentage interest
        in any
        other corporations, partnerships, businesses, entities, enterprises or
        organizations. 

      


      4.7 Consents.
        No
        consents or approvals of any public body or authority and no consents or
        waivers
        from other parties to leases, licenses, franchises, permits, indentures,
        agreements or other instruments are (i) required for the lawful
        consummation of the transactions contemplated hereby, or (ii) necessary in
        order that the business currently conducted by the Company
        can
        be
        conducted by the Purchaser in the same manner after the Closing as heretofore
        conducted by the Company,
        nor
        will the consummation of the transactions contemplated hereby result in
        creating, accelerating or increasing any liability of the Company,
        except
        where the failure of any of the foregoing would not have a Material Adverse
        Effect.

      


      4.8 Financial
        Statements.
        The
        Seller has delivered, or will deliver prior to Closing, to the Purchaser
        copies
        of the following financial statements (which include all existing notes and
        schedules attached thereto), all of which are true, complete and correct,
        have
        been prepared from the books and records of the Company
        in
        accordance with generally accepted accounting principles (“GAAP”) consistently
        applied with past practice and fairly present the financial condition, assets,
        liabilities and results of operations of the Company
        as
        of the
        dates thereof and for the periods covered thereby:

      


      the
        unaudited balance sheet of the Company
        as
        of
        12/31/05 and 12/31/06, and the related statements of operations, and of cash
        flows the Company
        for
        the
        periods then ended, together with the unaudited balance sheet of the Company
        and
        the related statements of operations of Company
        for
        the
        periods ended 12/31/07 and 9/30/08 (such statements, including the related
        notes
        and schedules thereto, are referred to herein as the “Financial Statements.”)



      
        
          
          

        

        
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      The
        foregoing notwithstanding: (i) Seller has disclosed to Purchaser that Grant
        Thornton has withdrawn its opinion relative to the 12/31/06 financial statements
        due to reservations concerning accounting with respect to Variable Interest
        Entities (in particular, Crescent Stores Corporation and other subsidiaries
        of
        the Company) and current recognition of income from certain capital asset
        sale
        transactions (potentially subject to treatment as deferred gain); (ii) the
        Company has not had professional (CPA) assistance with the internally prepared
        financial statements and Seller discloses that departures from GAAP may exist;
        (iii) GAAP and related Financial Accounting Standard Board rules are complex
        and
        subject to varying interpretations, assumptions and applications, and Seller
        makes no representations or warranties with respect to any such technical
        matters; and (iv) Seller and Purchaser acknowledge and agree that given the
        facts and circumstances under which this acquisition is made, substantial
        restatement and adjustment of the Financial Statements are likely to be made
        to
        account for fair value in a purchase type transaction, with associated write
        down of impaired assets and increase in reserves and contingencies, and Seller
        has no technical knowledge, and makes no affirmative representations or
        warranties, as to the consequences of such restatement and
        adjustments.

      


      For
        the
        purposes hereof, the balance sheet of the Company
        as
        of
        September 30, 2008 is referred to as the “Balance Sheet” and September 30, 2008
        is referred to as the “Balance Sheet Date”.

      


      4.9 Records
        and Books of Account.
        The
        records and books of account of the Company
        reflect
        all material items of income and expense and all material assets, liabilities
        and accruals, have been, and to the Closing Date will be, regularly kept
        and
        maintained in conformity with GAAP applied on a consistent basis with preceding
        years subject to the limitations and disclaimers set forth in 4.8,
        above.

      


      4.10 Absence
        of Undisclosed Liabilities.
        Except
        as and to the extent reflected or reserved against in the Company’s
        Financial
        Statements, there are no liabilities or obligations of the Company of any
        kind
        whatsoever, whether accrued, fixed, absolute, contingent, determined or
        determinable, and including without limitation (i) liabilities to former,
        retired or active employees of the Company
        under
        any
        pension, health and welfare benefit plan, vacation plan or other plan of
        the
Company,
        (ii) tax liabilities incurred in respect of or measured by income for any
        period prior to the close of business on the Balance Sheet Date, or arising
        out
        of transactions entered into, or any state of facts existing, on or prior
        to
        said date, and (iii) contingent liabilities in the nature of an
        endorsement, guarantee, indemnity or warranty, and there is no condition,
        situation or circumstance existing or which has existed that could reasonably
        be
        expected to result in any liability of the Company,
        other
        than liabilities and contingent liabilities incurred in the ordinary course
        of
        business since the Balance Sheet Date consistent with the Company’s
        recent
        customary business practice, none of which is materially adverse to the
Company.
        The
        foregoing notwithstanding, Seller has disclosed to Purchaser (and this
        representation and warranty is hereby limited with respect to) the following:
        (i) the Company and its subsidiaries have multiple outstanding motor fuel
        procurement and supply agreements, together with related incentive, branding
        and
        purchasing contracts and commitments, pursuant to which the Company and
        subsidiaries have substantial contingent liabilities; and (ii) the Company
        is
        engaged in an environmentally risky business (motor fuel handling, storage,
        sale
        and distribution) which entails some existing and known contingent liabilities
        (as disclosed at the Datasite) and significant risk of yet unknown and future
        liability.


      
        
          
          

        

        
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      4.11 Taxes.
        

       

      
        	 	
                (a)

              	
                For
                  purposes of this Agreement, “Tax” or “Taxes” refers to: (i) any and all
                  federal, state, local and foreign taxes, assessments and other
                  governmental charges, duties, impositions and liabilities relating
                  to
                  taxes, including taxes based upon or measured by gross receipts,
                  income,
                  profits, sales, use and occupation, and value added, ad valorem,
                  transfer,
                  franchise, withholding, payroll, recapture, employment, excise
                  and
                  property taxes and escheatment payments, together with all interest,
                  penalties and additions imposed with respect to such amounts and
                  any
                  obligations under any agreements or arrangements with any other
                  person
                  with respect to such amounts and including any liability for taxes
                  of a
                  predecessor entity; and (ii) any liability for the payment of any
                  amounts
                  of the type described in clause (i) as a result of any express
                  or implied
                  obligation to indemnify any other person or as a result of any
                  obligations
                  under any agreements or arrangements with any other person with
                  respect to
                  such amounts and including any liability for taxes of a predecessor
                  entity.

              


      

      


      (b) (i)    
        The
        Company
        has
        timely filed all federal, state, local and foreign returns, estimates,
        information statements and reports (“Returns”) relating to Taxes required to be
        filed by the Company with any Tax authority effective through the Closing
        Date.
        All such Returns are true, correct and complete in all respects, except for
        immaterial amounts where such would not have a Material Adverse Effect. The
        Company has paid all Taxes shown to be due on such Returns. The Company is
        not
        currently the beneficiary of any extensions of time within which to file
        any
        Returns. The Seller and the Company have furnished and made available to
        the
        Purchaser complete and accurate copies of all income and other Tax Returns
        and
        any amendments thereto filed by the Company in the last three (3)
        years.

      


      (ii) The
        Company, as of the Closing Date, will have withheld and accrued or paid to
        the
        proper authority all Taxes required to have been withheld and accrued or
        paid,
        except for immaterial amounts where such would not have a Material Adverse
        Effect.

      


      (iii) The
        Company has not been delinquent in the payment of any Tax nor is there any
        Tax
        deficiency outstanding or assessed against such company. The Company has
        not
        executed any unexpired waiver of any statute of limitations on or extending
        the
        period for the assessment or collection of any Tax.

      


      (iv) There
        is
        no dispute, claim, or proposed adjustment concerning any Tax liability of
        the
        Company either (A) claimed or raised by any Tax authority in writing or
        (B) based upon personal contact with any agent of such Tax authority, and
        there is no claim for assessment, deficiency, or collection of Taxes, or
        proposed assessment, deficiency or collection from the Internal Revenue Service
        or any other governmental authority against the Company which has not been
        satisfied. The Company is not a party to nor has it been notified in writing
        that it is the subject of any pending, proposed, or threatened action,
        investigation, proceeding, audit, claim or assessment by or before the Internal
        Revenue Service or any other governmental authority, nor does the Company
        have
        any reason to believe that any such notice will be received in the future.
        Neither the Internal Revenue Service nor any state or local taxation authority
        has audited any income tax return of the Company within the last 5 years.
        The
        Company has not filed any requests for rulings with the Internal Revenue
        Service. Except as provided to the Company’s respective accountants, no power of
        attorney has been granted by the Company with respect to any matter relating
        to
        Taxes of such company. There are no Tax liens of any kind upon any property
        or
        assets of the Company, except for inchoate liens for Taxes not yet due and
        payable.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      


      (v) Except
        for immaterial amounts which would not have a Material Adverse Effect, the
        Company has no liability for any unpaid Taxes which has not been paid or
        accrued
        for or reserved on the Financial Statements in accordance with GAAP, whether
        asserted or unasserted, contingent or otherwise.

      


      (vi) There
        is
        no contract, agreement, plan or arrangement to which the Company is a party
        as
        of the date of this Agreement, including but not limited to the provisions
        of
        this Agreement, covering any employee or former employee of the Company that,
        individually or collectively, would reasonably be expected to give rise to
        the
        payment of any amount that would not be deductible pursuant to
        Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as
        amended (the “Code”). There is no contract, agreement, plan or arrangement to
        which the Company is a party or by which it is bound to compensate any
        individual for excise taxes paid pursuant to Section 4999 of the
        Code.

      


      (vii) The
        Company has not filed any consent agreement under Section 341(f) of the
        Code or agreed to have Section 341(f)(2) of the Code apply to any disposition
        of
        a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned
        by
        the Company.

      


      (viii) The
        Company is not a party to, nor has any obligation under any tax-sharing,
        tax
        indemnity or tax allocation agreement or arrangement (except among its existing
        subsidiary corporations, which is an informal arrangement).

      


      (ix) None
        of
        the Company’s assets are tax exempt use property within the meaning of
        Section 168(h) of the Code.

      


      4.12 Accounts
        Receivable.
        The
        accounts receivable of the Company shown on the Balance Sheet Date, and those
        to
        be shown in the Financial Statements, are, and will be, actual bona fide
        receivables from transactions in the ordinary course of business representing
        valid and binding obligations of others for the total dollar amount shown
        thereon, and as of the Balance Sheet Date were not (and presently are not)
        subject to any recoupments, set-offs, or counterclaims which would be material
        in amount. All such accounts receivable are and will be actual bona fide
        receivables from transactions in the ordinary course of business.

      


      4.13 Inventory.
        The
        inventories of the Company are located at the locations disclosed in Schedule
        3.3 of the Security
        Agreement by and among CFI, Crescent Corporation, Crescent Realty, Inc.,
        Crescent Holdings, Inc., Crescent Business Development Corp., Partners Plus,
        Inc., and Greystone Business Credit II, L.L.C. (“Security
        Agreement”).
        The
        inventories of the Company shown on its Balance Sheet (net of reserves) are
        carried at values which reflect the normal inventory valuation policy of
        the
        Company of stating the items of inventory at average cost in accordance with
        generally accepted accounting principles consistently applied. Inventory
        acquired since the Balance Sheet Date has been acquired in the ordinary course
        of business and valued as set forth above. The Company will maintain the
        inventory in the normal and ordinary course of business from the date hereof
        through the Closing Date. Notwithstanding the foregoing, the Company is using
        commercially reasonable best efforts to sell slow moving inventory prior
        to the
        Closing Date.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      


      4.14 Machinery
        and Equipment.
        All
        Fixed Assets owned, used or held by the Company are situated at its several
        business premises and are currently used in its business. Substantially all
        Fixed Assets of the Company are set forth on Schedule 3.3 to the Security
        Agreement.

      


      4.15. Real
        Property Matters.
        [RESERVED]

       

      4.16 Leases.
        All
        leases of real and personal property of the Company are listed in the Security
        Agreement and are in full force and effect and constitute legal, valid and
        binding obligations of the respective parties thereto enforceable in accordance
        with their terms, except as limited by bankruptcy, insolvency, reorganization,
        moratorium or similar laws relating to or affecting generally the enforcement
        of
        creditor’s rights, and have not been assigned or encumbered. The Company has
        performed in all material respects the obligations required to be performed
        by
        it under all such leases to date and it is not in default in any material
        respect under any of said leases, except as set forth in Schedule 4.16, nor
        has
        it made any leasehold improvements required to be removed at the termination
        of
        any lease, except signs. No other party to any such lease is in material
        default
        thereunder. None of the leases listed thereon require the consent of a third
        party in connection with the transfer of the Shares.

      


      4.17 Patents,
        Software, Trademarks, Etc.
        The
        Company owns, or possesses adequate licenses or other rights to use, all
        patents, software, trademarks, service marks, trade names and copyrights,
        trade
        secrets, and web sites, if any, necessary to conduct its business as now
        operated by it. The patents, software, trademarks, service marks, copyrights,
        trade names and trade secrets, web sites, if any, registered in the name
        of or
        owned or used by or licensed to the Company and applications for any thereof
        (hereinafter the “Intangibles”) have been disclosed to the Purchaser. Seller
        hereby specifically acknowledge that all right, title and interest in and
        to all
        Intangibles owned by the Company shall be transferred as part of the Company
        to
        Purchaser as part of the transaction contemplated hereby. No officer, director,
        shareholder or employee of the Company or any relative or spouse of any such
        person owns any patents or patent applications or any inventions, software,
        secret formulae or processes, trade secrets or other similar rights, nor
        is any
        of them a party to any license agreement, used by or useful to the Company
        or
        related to its business. All of said Intangibles are valid and in good standing
        to the best of Seller’s knowledge, and are free and clear of all liens, security
        interests, charges, restrictions and encumbrances of any kind whatsoever,
        and
        have not been licensed to any third party. The Company have not been charged
        with, nor have they infringed, nor to the Seller’s knowledge is either
        threatened to be charged with infringement of, any patent, proprietary rights
        or
        trade secrets of others in the conduct of its business, and, to the date
        hereof,
        neither the Seller nor the Company has received any notice of conflict with
        or
        violation of the asserted rights in intangibles or trade secrets of others.
        The
        Company is not now manufacturing any goods under a present permit, franchise
        or
        license. The consummation of the transactions contemplated hereby will not
        alter
        or impair any rights of the Company in any such Intangibles or in any such
        permit, franchise or license. The Intangibles and other like information
        and
        data are in such form and of such quality and will be maintained in such
        a
        manner that the Company can, following the Closing, sell the products and
        provide the services heretofore provided by it so that such products and
        services meet applicable specifications and conform with the standards of
        quality and cost of production standards heretofore met by it. The Company
        has
        the sole and exclusive right to use its corporate and trade names in the
        jurisdictions where it transacts business. The foregoing notwithstanding,
        the
        limitations on use and availability of the “Jump Start” service mark are as
        disclosed at the Datasite.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      


      4.18 Insurance
        Policies.
        All
        insurance premiums in respect of insurance coverages held by the Company
        have
        been, and to the Closing Date will be, paid in full, if due and owing. All
        claims, if any, made against the Company which are covered by such policies
        have
        been, or are being, settled or defended by the insurance companies that have
        issued such policies. Up to the Closing Date, all insurance coverage will
        be
        maintained in full force and effect and will not be cancelled, modified or
        changed without the express written consent of the Purchaser, except to the
        extent the maturity dates of any such insurance policies expiring prior to
        the
        Closing Date. No insurance policies have been cancelled by the issuer thereof,
        and, to the knowledge of the Seller and CFI, between the date hereof and
        the
        Closing Date, there shall be no increase in the premiums with respect to
        any
        such insurance policy caused by any action or omission of the Seller or of
        the
        Company.

      


      4.19 Banking
        Lists.
        The
        Seller or the Company will deliver to the Purchaser prior to the Closing
        Date
        the following accurate lists and summary descriptions relating to the Company
        the name of each bank in which the Company has an account or safe deposit
        box
        and the names of all persons authorized to draw thereon or have access
        thereto.

      


      4.20 Lists
        of Contracts, Etc.
        The
        Company or the Seller has provided a list of the following items (whether
        written or oral) relating to the Company, which list identifies and fairly
        summarizes each item:

      


      (i) All
        collective bargaining and other labor union agreements (if any); all employment
        agreements with any officer, director, employee or consultant; and all employee
        pension, health and welfare benefit plans, group insurance, bonus, profit
        sharing, severance, vacation, hospitalization, and retirement plans,
        post-retirement medical benefit plans, and any other plans, arrangements
        or
        custom requiring payments or benefits to current or retiring
        employees.

      


      (ii) All
        joint
        venture contracts of the Company relating to the Business;

      


      (iii) All
        contracts of the Company relating to (a) obligations for borrowed money,
        (b) obligations evidenced by bonds, debentures, notes or other similar
        instruments, (c) obligations to pay the deferred purchase price of property
        or services, except trade accounts payable arising in the ordinary course
        of
        business, (d) obligations under capital leases, (e) debt of others
        secured by a lien on any asset of the Company, and (f) debts of others
        guaranteed by the Company.

      


      (iv) All
        agreements of the Company relating to the supply of raw materials for and
        the
        distribution of the products of its business, including without limitation
        all
        sales agreements, manufacturer’s representative agreements and distribution
        agreements of whatever magnitude and nature, and any commitments
        therefor;


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      


      (v) All
        contracts that individually provide for aggregate future payments to or from
        the
        Company of $25,000 or more, to the extent not included in (i) through (iv)
        above;

      


      (vi) All
        contracts of the Company that have a term exceeding one year and that may
        not be
        cancelled without any liability, penalty or premium, to the extent not included
        in (i) through (v) above;

      


      (vii) A
        complete list of all outstanding powers of attorney granted by the Company;
        and

      


      (viii) All
        other
        contracts of the Company material to the business, assets, liabilities,
        financial condition, results of operations or prospects of the Business taken
        as
        a whole to the extent not included above.

      


      All
        material contracts, agreements and commitments of the Company described above
        are valid, binding and in full force and effect, and (ii) neither the
        Company nor, to the best of Seller’s knowledge, any other party to any such
        contract, agreement, or commitment has materially breached any provision
        thereof
        or is in default thereunder. The sale of the Shares by the Seller in accordance
        with this Agreement will not result in the termination of any material contract,
        agreement or commitment of the Company, and immediately after the Closing,
        each
        such material contracts, agreements and commitments will continue in full
        force
        and effect without the imposition or acceleration of any burdensome condition
        or
        other obligation on the Company resulting from the sale of the Shares by
        the
        Seller. True and complete copies of the contracts, leases, licenses and other
        documents will be delivered to the Purchaser, certified by the Secretary
        or
        Assistant Secretary of the Company as true, correct and complete copies,
        not
        later than the Closing Date.

      


      There
        are
        no pending disputes with customers or vendors of the Company regarding quality
        or return of goods involving amounts in dispute with any one customer or
        vendor,
        whether for related or unrelated claims, in excess of $50,000, all of which
        will
        be resolved to the reasonable satisfaction of Purchaser prior to the Closing
        Date. To the best knowledge of Seller and CFI, there has not been any event,
        happening, threat or fact that would lead them to believe that any of said
        customers or vendors will terminate or materially alter their business
        relationship with either of the Company after completion of the transactions
        contemplated by this Agreement.

      


      4.21 Compliance
        With the Law.
        Neither
        of the Seller or Company is in violation of any applicable federal, state,
        local
        or foreign law, regulation or order or any other, decree or requirement of
        any
        governmental, regulatory or administrative agency or authority or court or
        other
        tribunal (including, but not limited to, any law, regulation order or
        requirement relating to securities, properties, business, products,
        manufacturing processes, advertising, sales or employment practices, terms
        and
        conditions of employment, occupational safety, health and welfare, conditions
        of
        occupied premises, product safety and liability, civil rights, or environmental
        protection, including, but not limited to, those related to waste management,
        air pollution control, waste water treatment or noise abatement), except
        where
        such would not have a Material Adverse Effect. The Company has not been and
        is
        not now charged with, or to the best knowledge of the Seller or CFI, been
        under
        investigation with respect to, any violation of any applicable law, regulation,
        order or requirement relating to any of the foregoing, nor, to the best
        knowledge of the Seller or CFI after due inquiry, are there any circumstances
        that would or might give rise to any such violation. The Company has filed
        all
        reports required to be filed with any governmental, regulatory or administrative
        agency or authority. The foregoing notwithstanding: (i) Seller has disclosed
        that the Company routinely experiences minor infractions associated with
        environmental, weight and measure, alcohol and tobacco, and other laws,
        statutes, rules and regulations, none of which are individually known to
        be
        material in amount, except as herein stated; (ii) Seller has disclosed to
        Purchaser the pending need to remove and replace underground storage tanks
        and
        lines at its Ft. Smith, Arkansas, location to accommodate environmental
        remediation by the Arkansas environmental regulatory agency.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


      


      4.22 Litigation;
        Pending Labor Disputes.
        To the
        best knowledge of the Seller:

      


      (i) There
        are
        no legal, administrative, arbitration or other proceedings or governmental
        investigations pending or, to the best knowledge of Seller or CFI, threatened,
        against the Seller or the Company, relating to its business or the Company
        or
        its properties (including leased property), or the transactions contemplated
        by
        this Agreement, nor is there any basis known to either CFI or the Seller
        for any
        such action, except as set forth in the Litigation Summary appearing at the
        Date
        Site.

      


      (ii) There
        are
        no judgments, decrees or orders of any court, or any governmental department,
        commission, board, agency or instrumentality binding upon Seller or the Company
        relating to its business or the Company the effect of which is to prohibit
        any
        business practice or the acquisition of any property or the conduct of any
        business by the Company or which limit or control or otherwise adversely
        affect
        its method or manner of doing business.

      


      (iii) No
        work
        stoppage has occurred and is continuing or, to the knowledge of Seller or
        CFI,
        is threatened affecting its business, and to the best of Seller’s knowledge, no
        question involving recognition of a collective bargaining agent exists in
        respect of any employees of the Company.

      


      (iv) There
        are
        no pending labor negotiations or, to the best of Seller’s knowledge, union
        organization efforts relating to employees of the Company.

      


      (v) There
        are
        no charges of discrimination (relating to sex, age, race, national origin,
        handicap or veteran status) or unfair labor practices pending or, to the
        best
        knowledge of the Seller or CFI, threatened before any governmental or regulatory
        agency or authority or any court relating to employees of the Company, which
        would have a material adverse effect.

      


      4.23 Absence
        of Certain Changes or Events.
        The
        Company has not, since its respective Balance Sheet Date, and except in the
        ordinary course of business consistent with past practice:


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


      


      (i) Incurred
        any material obligation or liability (absolute, accrued, contingent or
        otherwise), except in the ordinary course of its business consistent with
        past
        practice or in connection with the performance of this Agreement, and any
        such
        obligation or liability incurred in the ordinary course is not materially
        adverse, except for claims, if any, that are adequately covered by insurance,
        and except (i) settlements of lawsuits per Litigation Summary appearing at
        the
        Datasite; (ii) “Intent” commitment to Dresser Wayne for blender
        dispensers;

      


      (ii) Discharged
        or satisfied any lien or encumbrance, or paid or satisfied any obligations
        or
        liability (absolute, accrued, contingent or otherwise) other than
        (a) liabilities shown or reflected on the Balance Sheet;
        (b) liabilities incurred since the Balance Sheet Date in the ordinary
        course of business that were not materially adverse; and (c) settlements
        of
        lawsuits per Litigation Summary appearing in the Datasite;

      


      (iii) Increased
        or established any reserve or accrual for taxes or other liability on its
        books
        or otherwise provided therefor, except (a) as disclosed on the Balance
        Sheet, or (b) as may have been required under generally accepted accounting
        principles due to income earned or expense accrued since the Balance Sheet
        Date
        and as disclosed to the Purchaser in writing;

      


      (iv) Mortgaged,
        pledged or subjected to any lien, charge or other encumbrance any of its
        assets,
        tangible or intangible, except mortgage by Crescent Business Development
        Corporation titled assets to extend ConocoPhillips credit line and to secure
        payment of MSA “cash out”;

      


      (v) Sold
        or
        transferred any of its assets or cancelled any debts or claims or waived
        any
        rights, except in the ordinary course of business and which has not been
        materially adverse;

      


      (vi) Disposed
        of or permitted to lapse any patents or trademarks or any patent or trademark
        applications material to the operation of its business;

      


      (vii) Incurred
        any significant labor trouble or granted any general or uniform increase
        in
        salary or wages payable or to become payable by it to any director, officer,
        employee or agent, or by means of any bonus or pension plan, contract or
        other
        commitment increased the compensation of any director, officer, employee
        or
        agent;

      


      (viii) Authorized
        any capital expenditure for real estate or leasehold improvements, machinery,
        equipment or molds in excess of $100,000.00 in the aggregate;

      


      (ix) Except
        for this Agreement or as otherwise disclosed herein or in any schedule to
        this
        Agreement, entered into any material transaction;


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


      


      (x) Issued
        any stocks, bonds, or other securities, or made any declaration or payment
        of
        any dividend or any distribution in respect of its capital stock;
        or

      


      (xi) Experienced
        damage, destruction or loss (whether or not covered by insurance) individually
        or in the aggregate materially and adversely affecting any of its properties,
        assets or business, or experienced any other material adverse change or changes
        individually or in the aggregate affecting its financial condition, assets,
        liabilities or business.

      


      4.24 Employee
        Benefit Plans.

      


      To
        the
        best knowledge of the Seller:

      


      
        	 	
                (a)

              	
                There
                  has not been any failure of any party to comply with any laws applicable
                  with respect to any Employee Program that has been maintained by
                  the
                  Company, except where such would not have a Material Adverse Effect.
                  With
                  respect to any Employee Programs now or heretofore maintained by
                  the
                  Company, there has occurred no breach of any duty under the Employee
                  Retirement Income Security Act of 1974, as amended (“ERISA”) or other
                  applicable law which could result, directly or indirectly in any
                  taxes,
                  penalties or other liability to the Purchaser, the Company or any
                  affiliate (as defined below), except for immaterial exceptions
                  which would
                  not have a Material Adverse Effect. No litigation, arbitration,
                  or
                  governmental administrative proceeding (or investigation) or other
                  proceeding (other than those relating to routine claims for benefits)
                  is
                  pending or, to the best knowledge of the Seller, threatened with
                  respect
                  to any such Employee Program. 

              


      

      


      
        	 	
                (b)

              	
                Neither
                  of the Company nor any affiliate has ever (i) provided health care or
                  any other non-pension benefits to any employees after their employment
                  was
                  terminated (other than as required by Part 6 of Subtitle B of
                  Title I of ERISA) or has ever promised to provide such
                  post-termination benefits or (ii) maintained an Employee Program
                  provided to such employees subject to Title IV of ERISA, Section
                  401(a) or Section 412 of Code, including, without limitation, any
                  Multiemployer Plan. The foregoing notwithstanding, members of the
                  Johnson
                  Family participate in the Health Insurance
                  Program.

              


      

      


      
        	 	
                (c)

              	
                For
                  purposes of this Section 4.24:

              


      

      


      (i) “Employee
        Program”
means (A) all employee benefit plans within the meaning of ERISA
        Section 3(3), including, but not limited to, multiple employer welfare
        arrangements (within the meaning of ERISA Section 3(40)), plans to which
        more than one unaffiliated employer contributes and employee benefit plans (such
        as foreign or excess benefit plans) which are not subject to ERISA; and
        (B) all stock option plans, bonus or incentive award plans, severance pay
        policies or agreements, deferred compensation agreements, supplemental income
        arrangements, vacation plans, and all other employee benefit plans, agreements,
        and arrangements not described in (A) above. In the case of an Employee
        Program funded through an organization described in Code Section 501(c)(9),
        each
        reference to such Employee Program shall include a reference to such
        organization;


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      


      


      (ii) An
        entity
“maintains” an Employee Program if such entity sponsors, contributes to, or
        provides (or has promised to provide) benefits under such Employee Program,
        or
        has any obligation (by agreement or under applicable law) to contribute to
        or
        provide benefits under such Employee Program, or if such Employee Program
        provides benefits to or otherwise covers employees of such entity (or their
        spouses, dependents, or beneficiaries);

      


      (iii) An
        entity
        is an “affiliate” of the Company for purposes of this Section 3.24 if it
        would have ever been considered a single employer with the Company under
        ERISA
        Section 4001(b) or part of the same “controlled group” as the Company for
        purposes of ERISA Section 302(d)(8)(C); and

      


      (iv) “Multiemployer
        Plan” means a (pension or non-pension) employee benefit plan to which more than
        one employer contributes and which is maintained pursuant to one or more
        collective bargaining agreements.

      


      4.25 Product
        Warranties and Product Liabilities.
        The
        Company has not paid in the aggregate, or allowed as credits against purchases,
        or received claims for more than one percent (1%) per year of gross sales,
        as
        determined in accordance with GAAP consistently applied, during the past
        three
        years pursuant to obligations under any warranty or any product liability
        claim
        with respect to goods manufactured, assembled or furnished by the Company.
        The
        future cost of performing all such obligations and paying all such product
        liability claims with respect to goods manufactured, assembled or furnished
        prior to the Closing Date will not exceed the average annual cost thereof
        for
        said past three year period.

      


      4.26 Assets.
        The
        assets of the Company are included in the Financial Statements. The assets
        of
        the Company are, and together with the additional assets to be acquired or
        otherwise received by the Company prior to the Closing, will at the Closing
        Date
        be, sufficient in all material respects to carry on the operations of the
        business as now conducted by the Company, except forward product volume
        commitments as disclosed by the Company.

      


      4.27 Absence
        of Certain Commercial Practices.
        Neither
        of the Company nor the Seller has made any payment (directly or by secret
        commissions, discounts, compensation or other payments) or given any gifts
        to
        another business concern, to an agent or employee of another business concern
        or
        of any governmental entity (domestic or foreign) or to a political party
        or
        candidate for political office (domestic or foreign), to obtain or retain
        business for the Company or to receive favorable or preferential treatment,
        except for gifts and entertainment given to representatives of customers
        or
        potential customers of sufficiently limited value and in a form (other than
        cash) that would not be construed as a bribe or payoff.


      
        
          
          

        

        
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      4.28 Licenses,
        Permits, Consents and Approvals.
        The
        Company has, and at the Closing Date will have, all licenses, permits or
        other
        authorizations of governmental, regulatory or administrative agencies or
        authorities (collectively, “Licenses”) required to conduct the Business, except
        for any failures of such which would not have a Material Adverse Effect.
        All
        Licenses of the Company are listed on the Datasite. At the Closing, the Company
        will have all such Licenses which are material to the conduct of the Business
        and will have renewed all Licenses which would have expired in the interim.
        Except as listed in the Datasite, no registration, filing, application, notice,
        transfer, consent, approval, order, qualification, waiver or other action
        of any
        kind (collectively, a “Filing”) will be required as a result of the sale of the
        Shares by Seller in accordance with this Agreement (a) to avoid the loss of
        any License or the violation, breach or termination of, or any default under,
        or
        the creation of any lien on any asset of the Company pursuant to the terms
        of,
        any law, regulation, order or other requirement or any contract binding upon
        the
        Company or to which any such asset may be subject, or (b) to enable
        Purchaser (directly or through any designee) to continue the operation of
        the
        Company and the Business substantially as conducted prior to the Closing
        Date.
        All such Filings will be duly filed, given, obtained or taken on or prior
        to the
        Closing Date and will be in full force and effect on the Closing
        Date.

      


      4.29 Environmental
        Matters.
        To the
        best knowledge of the Seller:

       

      
        	 	
                (a)

              	
                The
                  operations of the
                  Company to
                  the best knowledge of Seller, are in compliance with all applicable
                  Laws
                  promulgated by any governmental entity which prohibit, regulate
                  or control
                  any hazardous material or any hazardous material activity (“Environmental
                  Laws”) and all permits issued pursuant to Environmental Laws or otherwise
                  except for where noncompliance or the absence of such permits would
                  not,
                  individually or in the aggregate, have a Material Adverse Effect,
                  except
                  as disclosed at the Datasite;

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has
                  obtained all permits required under all applicable Environmental
                  Laws
                  necessary to operate its business, except for any failures of such
                  which
                  would not have a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (c)

              	
                The
                  Company is
                  not the subject of any outstanding written order or Contract with
                  any
                  governmental authority or person respecting Environmental Laws
                  or any
                  violation or potential violations thereof, except as would not
                  have a
                  Material Adverse Effect; and,

              


      

       

      
        	 	
                (d)

              	
                The
                  Company has
                  not received any written communication alleging that it may be
                  in
                  violation of any Environmental Law, or any permit issued pursuant
                  to
                  Environmental Law, or may have any liability under any Environmental
                  Law,
                  except as would not have a Material Adverse Effect and except in
                  connection with Ft. Smith, Arkansas, tank replacement.

              


      

       

      4.30 Broker.
        Neither
        the Company nor the Seller has retained any broker in connection with any
        transaction contemplated by this Agreement. Purchaser and the Company shall
        not
        be obligated to pay any fee or commission associated with the retention or
        engagement by the Company or Seller of any broker in connection with any
        transaction contemplated by this Agreement.

      


      4.31 Related
        Party Transactions.
        No
        portion of the sales or other on-going business relationships of the Company
        is
        dependent upon the friendship or the personal relationships (other than those
        customary within business generally) of the Seller. During the past five
        years,
        the Company has not forgiven or cancelled, without receiving full consideration,
        any indebtedness owing to it by the Seller. 


      
        
          
          

        

        
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      4.32 Patriot
        Act.
        CFI and
        the Seller certify that the Company has not been designated, and is not owned
        or
        controlled, by a “suspected terrorist” as defined in Executive Order 13224. CFI
        and the Seller hereby acknowledge that the Purchaser seeks to comply with
        all
        applicable laws concerning money laundering and related activities. In
        furtherance of those efforts, CFI and the Seller hereby represent, warrant
        and
        agree that: (i) none of the cash or property that the Seller have contributed
        or
        paid or will contribute and pay to the Company has been or shall be derived
        from, or related to, any activity that is deemed criminal under United States
        law; and (ii) no contribution or payment by the Company to the Purchaser,
        to the
        extent that they are within the Company’s control shall cause the Purchaser to
        be in violation of the United States Bank Secrecy Act, the United States
        International Money Laundering Control Act of 1986 or the United States
        International Money Laundering Abatement and Anti-Terrorist Financing Act
        of
        2001. The Seller shall promptly notify the Purchaser if any of these
        representations ceases to be true and accurate regarding the Seller or the
        Company. The Seller agrees to provide the Purchaser any additional information
        regarding the Company that the Purchaser reasonably requests to ensure
        compliance with all applicable laws concerning money laundering and similar
        activities. 

      


      4.33 Disclosure.
        All
        statements contained in any schedule, certificate, opinion, instrument, or
        other
        document delivered by or on behalf of the Seller or the Company pursuant
        hereto
        or in connection with the transactions contemplated hereby shall be deemed
        representations and warranties by the Seller and the Company herein. No
        statement, representation or warranty by the Seller or the Company in this
        Agreement or in any schedule, certificate, opinion, instrument, or other
        document furnished or to be furnished to the Purchaser pursuant hereto or
        in
        connection with the transactions contemplated hereby contains or will contain
        any untrue statement of a material fact or omits or will omit to state a
        material fact required to be stated therein or necessary to make the statements
        contained therein not misleading or necessary in order to provide a prospective
        purchaser of the business of the Company with full and fair disclosure
        concerning the Company, their business, and the Company’s affairs.

       

      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

       

      5.1 Organization
        and Good Standing. The
        Purchaser is a corporation duly organized, validly existing and in good standing
        under the laws of its state of incorporation.

       

      5.2 Authority.

       

      
        	 	
                (a)

              	
                The
                  execution and delivery of this Agreement and the consummation of
                  the
                  transactions contemplated herein have been, or will prior to Closing
                  be,
                  duly and validly approved and acknowledged by all necessary corporate
                  action on the part of the
                  Purchaser.

              


      


      
        
          
          

        

        
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                (b)

              	
                The
                  execution of this Agreement and the delivery hereof to the Seller
                  and the
                  purchase contemplated herein have been, or will be prior to Closing,
                  duly
                  authorized by the Purchaser’s Board of Directors having full power and
                  authority to authorize such
                  actions.

              


      

       

      5.3 Conflicts;
        Consents of Third Parties. 

       

      
        	 	
                (a)

              	
                The
                  execution and delivery of this Agreement, the acquisition of the
                  Shares by
                  Purchaser and the consummation of the transactions herein contemplated,
                  and the compliance with the provisions and terms of this Agreement,
                  are
                  not prohibited by the Articles of Incorporation or Bylaws of the
                  Purchaser
                  and will not violate, conflict with or result in a breach of any
                  of the
                  terms or provisions of, or constitute a default under, any court
                  order,
                  indenture, mortgage, loan agreement, or other agreement or instrument
                  to
                  which the Purchaser is a party or by which it is
                  bound.

              


      

       

      
        	 	
                (b)

              	
                No
                  consent, waiver, approval, order, permit or authorization of, or
                  declaration or filing with, or notification to, any person or governmental
                  body is required on the part of the Purchaser in connection with
                  the
                  execution and delivery of this Agreement or the Purchaser Documents
                  or the
                  compliance by Purchaser with any of the provisions hereof or
                  thereof.

              


      

       

      5.4 Litigation. There
        are
        no legal proceedings pending or, to the best knowledge of the Purchaser,
        threatened that are reasonably likely to prohibit or restrain the ability
        of the
        Purchaser to enter into this Agreement or consummate the transactions
        contemplated hereby.

       

      5.5 Investment
        Intention. The
        Purchaser is acquiring the Shares for its own account, for investment purposes
        only and not with a view to the distribution (as such term is used in Section
        2(11) of the Securities Act) thereof. Purchaser understands that the Shares
        have
        not been registered under the Securities Act and cannot be sold unless
        subsequently registered under the Securities Act or an exemption from such
        registration is available.

       

      5.6 Broker.
        The
        Purchaser has not retained any broker in connection with any transaction
        contemplated by this Agreement. Seller shall not be obligated to pay any
        fee or
        commission associated with the retention or engagement by the Purchaser of
        any
        broker in connection with any transaction contemplated by this
        Agreement.

       

      ARTICLE
        VI

      COVENANTS

       

      6.1 Access
        to Information. The
        Seller and the
        Company agree
        that, prior to the Closing Date, the Purchaser shall be entitled, through
        its
        officers, employees and representatives (including, without limitation, its
        legal advisors and accountants), to make such investigation of the properties,
        businesses and operations of the
        Company and
        its
        Subsidiaries and such examination of the books, records and financial condition
        of the
        Company and
        its
        Subsidiaries as it reasonably requests and to make extracts and copies of
        such
        books and records. Any such investigation and examination shall be conducted
        during regular business hours and under reasonable circumstances, and the
        Seller
        shall cooperate, and shall cause the Company to cooperate, fully therein.
        No
        investigation by the Purchaser prior to or after the date of this Agreement
        shall diminish or obviate any of the representations, warranties, covenants
        or
        agreements of the Seller contained in this Agreement or any other documents
        delivered by the Company or the Seller (the “Seller Documents”). In order that
        the Purchaser may have full opportunity to make such physical, business,
        accounting and legal review, examination or investigation as it may reasonably
        request of the affairs of the
        Company,
        the
        Seller shall cause the officers, employees, consultants, agents, accountants,
        attorneys and other representatives of the
        Company to
        cooperate fully with such representatives in connection with such review
        and
        examination.

       


      
        
          
          

        

        
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      6.2 Conduct
        of the Business Pending the Closing.

       

      
        	 	
                (a)

              	
                Except
                  as otherwise expressly contemplated by this Agreement or with the
                  prior
                  written consent of the Purchaser, the Seller shall, and shall cause
                  the
                  Company to:

              


      

       

      (i) Conduct
        the businesses of the
        Company only
        in
        the ordinary course consistent with past practice, but in accordance with
        Purchaser’s wishes Seller has initiated MSA cash out by ConocoPhillips
        Company;

       

      (ii) Use
        its
        best efforts to (A) preserve its present business operations, organization
        (including, without limitation, management and the sales force) and goodwill
        of
the
        Company
        and (B)
        preserve its present relationship with persons having business dealings with
        the
        Company;

       

      (iii) Maintain
        (A) all of the assets and properties of the
        Company in
        their
        current condition, ordinary wear and tear excepted and (B) insurance upon
        all of
        the properties and assets of the
        Company in
        such
        amounts and of such kinds com-parable to that in effect on the date of this
        Agreement;

       

      (iv) (A)
        maintain the books, accounts and records of the
        Company in
        the
        ordinary course of business consistent with past practices, (B) continue
        to
        collect accounts receivable and pay accounts payable utilizing normal procedures
        and without discounting or accelerating payment of such accounts, and (C)
        comply
        with all contractual and other obligations applicable to the operation
the
        Company;
        and

       

      (v) Comply
        in
        all material respects with applicable laws.

       

      
        	 	
                (b)

              	
                Except
                  as otherwise expressly contemplated by this Agreement or with the
                  prior
                  written consent of the Purchaser, the Seller shall not, and shall
                  cause
                  the
                  Company not
                  to:

              


      

       

      (i) Declare,
        set aside, make or pay any dividend or other distribution in respect of the
        capital stock of the
        Company or
        repurchase, redeem or otherwise acquire any outstanding shares of the capital
        stock or other securities of, or other ownership interests in, the
        Company;

       

      (ii) Transfer,
        issue, sell or dispose of any shares of capital stock or other securities
        of the
        Company or grant options, warrants, calls or other rights to purchase or
        otherwise acquire shares of the capital stock or other securities of
the
        Company;

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


       

      (iii) Effect
        any recapitalization, reclassification, stock split or like change in the
        capitalization of the
        Company;

       

      (iv) Amend
        the
        certificate of incorporation or by-laws of the
        Company;

       

      (v) (A)
        materially increase the annual level of compensation of any employee of the
        Company, (B) increase the annual level of compensation payable or to become
        payable by the Company to any of its executive officers, (C) grant any unusual
        or extraordinary bonus, benefit or other direct or indirect compensation
        to any
        employee, director or consultant, (D) increase the coverage or benefits
        available under any (or create any new) severance pay, termination pay, vacation
        pay, company awards, salary continuation for disability, sick leave, deferred
        compensation, bonus or other incentive compensation, insurance, pension or
        other
        employee benefit plan or arrangement made to, for, or with any of the directors,
        officers, employees, agents or representatives of the Company or otherwise
        modify or amend or terminate any such plan or arrangement or (E) enter into
        any
        employment, deferred compensation, severance, consulting, non-competition
        or
        similar agreement (or amend any such agreement) to which the Company is a
        party
        or involving a director, officer or employee of e the Company in his or her
        capacity as a director, officer or employee of the Company;

       

      (vi) Except
        for trade payables and for indebtedness for borrowed money incurred in the
        ordinary course of business and consistent with past practice, borrow monies
        for
        any reason or draw down on any line of credit or debt obligation, or become
        the
        guarantor, surety, endorser or otherwise liable for any debt, obligation
        or
        liability (contingent or otherwise) of any other person, or change the terms
        of
        payables or receivables; 

       

      (vii) Subject
        to any lien (except for leases that do not materially impair the use of the
        property subject thereto in their respective businesses as presently conducted),
        any of the properties or assets (whether tangible or intangible) of the Company,
        except Mortgage of Crescent Business Development Corporation titled assets
        to
        ConocoPhillips;

       

      (viii) Acquire
        any material properties or assets or sell, assign, transfer, convey, lease
        or
        otherwise dispose of any of the material properties or assets (except for
        fair
        consideration in the ordinary course of business consistent with past practice)
        of the Company except as previously consented to by the Purchaser;

       

      (ix) Cancel
        or
        compromise any debt or claim or waive or release any material right of either
        of
        the Company except in the ordinary course of business consistent with past
        practice;

       

      (x) Enter
        into any commitment for capital expenditures out of the ordinary course,
        except
“intent” for 120 blender dispensers;

       


      
        
          
          

        

        
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      (xi) Permit
        the Company to enter into any transaction or to make or enter into any Contract
        which by reason of its size or otherwise is not in the ordinary course of
        business consistent with past practice, except for settlement of lawsuits
        as
        described in Litigation Summary;

       

      (xii) Permit
        the Company to enter into or agree to enter into any merger or consolidation
        with, any corporation or other entity, and not engage in any new business
        or
        invest in, make a loan, advance or capital contribution to, or otherwise
        acquire
        the securities of any other person;

       

      (xiii) Except
        for transfers of cash pursuant to normal cash management practices, permit
        the
        Company to make any investments in or loans to, or pay any fees or expenses
        to,
        or enter into or modify any Contract with, any Seller or any affiliate of
        any
        Seller; or

       

      (xiv) Agree
        to
        do anything prohibited by this Section 6.2 or anything which would make any
        of
        the representations and warranties of the Seller in this Agreement or the
        Seller
        Documents untrue or incorrect in any material respect as of any time through
        and
        including the Effective Time.

       

      6.3 Consents. The
        Seller shall use their best efforts, and the Purchaser shall cooperate with
        the
        Seller, to obtain at the earliest practicable date all consents and approvals
        required to consummate the transactions contemplated by this Agreement,
        including, without limitation, the consents and approvals referred to in
        Section
        4.7 hereof; provided, however, that neither the Seller nor the Purchaser
        shall
        be obligated to pay any consideration therefor to any third party from whom
        consent or approval is requested.

       

      6.4 Other
        Actions. Each
        of
        the Seller and the Purchaser shall use its best efforts to (i) take all actions
        necessary or appropriate to consummate the transactions contemplated by this
        Agreement and (ii) cause the fulfillment at the earliest practicable date
        of all
        of the conditions to their respective obligations to consummate the transactions
        contemplated by this Agreement.

      


      6.5 No
        Solicitation. Until
        the
        Closing or the termination of this Agreement in accordance with the provisions
        of Section 3.3, the Seller will not, and will not cause or permit the Company
        or
        any of the Company’s directors, officers, employees, representatives or agents
        (collectively, the "Representatives") to, directly or indirectly, (i) discuss,
        negotiate, undertake, authorize, recommend, propose or enter into, either
        as the
        proposed surviving, merged, acquiring or acquired corporation, any transaction
        involving a merger, consolidation, business combination, purchase or disposition
        of any amount of the assets or capital stock or other equity interest in
        the
        Company other than the transactions contemplated by this Agreement (an
        "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate
        discussions, negotiations or submissions of proposals or offers in respect
        of an
        Acquisition Transaction, (iii) furnish or cause to be furnished, to any person,
        any information concerning the business, operations, properties or assets
        of the
        Company in connection with an Acquisition Transaction, or (iv) otherwise
        cooperate in any way with, or assist or participate in, facilitate or encourage,
        any effort or attempt by any other person to do or seek any of the foregoing.
        The Seller will inform the Purchaser in writing immediately following the
        receipt by any Seller, the Company or any Representative of any proposal
        or
        inquiry in respect of any Acquisition Transaction.

       


      
        
          
          

        

        
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      6.6 Preservation
        of Records. Subject
        to Section 9.4(e) hereof (relating to the preservation of Tax records), the
        Seller and the Purchaser agree that each of them shall preserve and keep
        the
        records held by it relating to the business of the Company for a period of
        three
        years from the Closing Date and shall make such records and personnel available
        to the other as may be reasonably required by such party in connection with,
        among other things, any insurance claims by, legal proceedings against or
        governmental investigations of the Seller or the Purchaser or any of their
        affiliates or in order to enable the Seller or the Purchaser to comply with
        their respective obligations under this Agreement and each other agreement,
        document or instrument contemplated hereby or thereby. 

       

      6.7 Publicity. None
        of
        the Seller or the Purchaser shall issue any press release or public announcement
        concerning this Agreement or the transactions contemplated hereby without
        obtaining the prior written approval of the other party hereto, which approval
        will not be unreasonably withheld or delayed; provided
        that,
        to the
        extent required by applicable law, the party intending to make such release
        shall use its best efforts consistent with such applicable law to consult
        with
        the other party with respect to the text thereof. 

       

      6.8 Use
        of
        Name. The
        Seller hereby agrees that upon the consummation of the transactions contemplated
        hereby, the Purchaser and the Company shall have the sole right to the use
        of
        the name "Crescent" and all derivations thereof and the Seller shall not,
        and
        shall not cause or permit any affiliate to, use such name or any variation
        or
        simulation thereof.

       

      6.9 Board
        of
        Directors. The
        Board
        of Directors of the Company as of the Closing Date shall consist of members
        appointed by the Purchaser.

       

      6.10 Financial
        Statements.
        The
        Seller will cooperate with the Purchaser to provide audited Financial Statements
        to the Purchaser as soon as practicable, but in no event later than 74 days
        after the Closing Date.

       

      6.11 Tax
        Election.
        At the
        sole discretion of the Purchaser, the Seller agrees to make a timely election
        under Internal Revenue Code Section 338(h)(10) (“338(h)(10) election”), and
        Purchaser shall indemnify and hold harmless the Seller from and against any
        Tax
        liabilities imposed on the Seller as a result of having made any such 338(h)(10)
        election to the extent that such Tax liabilities exceed the Tax liabilities
        that
        the Seller would incur in the absence of such election (the “Purchaser Tax
        Payments”). In the event that the Seller incur any Tax obligations as a result
        of the 338(h)(10) election which are in excess of amounts due had the
        transactions set forth herein been taxed as a stock sale, then the amount
        that
        the Purchaser shall be required to reimburse Seller under this paragraph
        (1)
        shall be grossed up to assure that the Seller does not incur any Tax cost
        as a
        result of the 338(h)(10) election and the reimbursement payments under this
        paragraph and (2) shall take into account the highest marginal income tax
        rate
        applicable to payments of this type at the applicable times as applies to
        the
        Seller. Any Purchaser Tax Payments shall be treated by the parties as additional
        Purchase Price and shall be paid to the Seller not less than seven (7) days
        prior to the time Seller is required to pay such amounts with a Federal tax
        return or estimate.

       


      
        
          
          

        

        
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      6.12 Tax
        Matters. 

       

      
        	 	
                (a)

              	
                Tax
                  Periods Ending on or Before the Closing Date.
                  The Purchaser shall prepare or cause to be prepared and file or
                  cause to
                  be filed all Tax Returns for the Company for all periods ending
                  on or
                  prior to the Closing Date which are filed after the Closing Date
                  as soon
                  as practicable and prior to the date due (including any proper
                  extensions
                  thereof). The Purchaser shall permit the Company and the Seller
                  to review
                  and provide comments, if any, on each such Return described in
                  the
                  preceding sentence prior to filing. Unless the Seller or the Company
                  provides comments to the Purchaser, the Company shall deliver to
                  the
                  Seller each such Return signed by the appropriate officer(s) of
                  the
                  Company for filing within ten (10) days following the Purchaser’s delivery
                  to the Company and the Purchaser of any such Return. The Purchaser
                  shall
                  deliver to the Company promptly after filing each such Return a
                  copy of
                  the filed Return and evidence of its filing. The Purchaser shall
                  pay the
                  costs and expenses incurred in the preparation and filing of the
                  Tax
                  Returns on or before the date such costs and expenses are
                  due.

              


      

      


      If
        the
        Company provides comments to the Purchaser and at the end of such ten (10)
        day
        period the Company and the Seller has failed to reach written agreement with
        respect to all of such disputed items, the parties shall submit the unresolved
        items to arbitration for final determination. Promptly, but no later than
        thirty
        (30) days after its acceptance of its appointment as arbitrator, the arbitrator
        shall render an opinion as to the disputed items. The determination of the
        arbitrator shall be conclusive and binding upon the parties. The Company
        filing
        the Return and the Seller (as a group) shall each pay one half of the fees,
        costs and expenses of the arbitrator. The prevailing party may be entitled
        to an
        award of pre- and post-award interest as well as reasonable attorneys’ fees
        incurred in connection with the arbitration and any judicial proceedings
        related
        thereto as determined by the arbitrator.

      


      
        	 	
                (b)

              	
                Tax
                  Periods Beginning Before and Ending After the Closing Date.
                  The Company or the Purchaser shall prepare or cause to be prepared
                  and
                  file or cause to be filed any Returns of the Company for Tax periods
                  that
                  begin before the Closing Date and end after the Closing Date. To
                  the
                  extent such Taxes are not fully reserved for in the Company’s financial
                  statements, the Seller shall pay to the respective company an amount
                  equal
                  to the unreserved portion of such Taxes that relates to the portion
                  of the
                  Tax period ending on the Closing Date. Such payment, if any, shall
                  be paid
                  by the Seller within fifteen (15) days after receipt of written
                  notice
                  from the Company or the Purchaser that such Taxes were paid by
                  the Company
                  or the Purchaser for a period beginning prior to the Closing Date.
                  For
                  purposes of this Section, in the case of any Taxes that are imposed
                  on a
                  periodic basis and are payable for a Taxable period that includes
                  (but
                  does not end on) the Closing Date, the portion of such Tax that
                  relates to
                  the portion of such Tax period ending on the Closing Date shall
                  (i) in the
                  case of any Taxes other than Taxes based upon or related to income
                  or
                  receipts, be deemed to be the amount of such Tax for the entire
                  Tax period
                  multiplied by a fraction the numerator of which is the number of
                  days in
                  the Tax period ending on the Closing Date and the denominator of
                  which is
                  the number of days in the entire Tax period (the “Pro Rata Amount”), and
                  (ii) in the case of any Tax based upon or related to income or
                  receipts,
                  be deemed equal to the amount that would be payable if the relevant
                  Tax
                  period ended on the Closing Date. The Seller shall pay to the Company
                  with
                  the payment of any taxes due hereunder, the Seller’s Pro Rata Amount of
                  the costs and expenses incurred by the Purchaser in the preparation
                  and
                  filing of the Tax Returns. Any net operating losses or credits
                  relating to
                  a Tax period that begins before and ends after the Closing Date
                  shall be
                  taken into account as though the relevant Tax period ended on the
                  Closing
                  Date. All determinations necessary to give effect to the foregoing
                  allocations shall be made in a reasonable manner as agreed to by
                  the
                  parties.

              


      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      


      


      
        	 	
                (c)

              	
                Refunds
                  and Tax Benefits.
                  Any Tax refunds that are received after the Closing Date by the
                  Seller
                  (other than tax refunds received in connection with such Seller’s
                  individual tax Returns), the Purchaser or the Company, and any
                  amounts
                  credited against Tax to which the Seller, the Purchaser or the
                  Company
                  become entitled, shall be for the account of the Company, and the
                  Seller
                  shall pay over to the Company any such refund or the amount of
                  any such
                  credit within fifteen (15) days after receipt or entitlement thereto.
                  In
                  addition, to the extent that a claim for refund or a proceeding
                  results in
                  a payment or credit against Tax by a taxing authority to the Seller,
                  the
                  Seller shall pay such amount to the Company within fifteen (15)
                  days after
                  receipt or entitlement thereto.

              


      

      


      (d) Cooperation
        on Tax Matters.

      


      (i) The
        Purchaser, the Company and the Seller shall cooperate fully, as and to the
        extent reasonably requested by the other party, in connection with the filing
        of
        any Returns pursuant to this Section and any audit, litigation or other
        proceeding with respect to Taxes. Such cooperation shall include the retention
        and (upon the other party's request) the provision of records and information
        which are reasonably relevant to any such audit, litigation or other proceeding
        and making employees available on a mutually convenient basis to provide
        additional information and explanation of any material provided hereunder.
        The
        Company and the Seller agrees (A) to retain all books and records with respect
        to Tax matters pertinent to the Company relating to any taxable period beginning
        before the Closing Date until the expiration of the statute of limitations
        (and,
        to the extent notified by the Purchaser or the Seller, any extensions thereof)
        of the respective tax periods, and to abide by all record retention agreements
        entered into with any taxing authority, and (B) to give the other party
        reasonable written notice prior to transferring, destroying or discarding
        any
        such books and records and, if the other party so requests, the Company or
        the
        Seller, as the case may be, shall allow the other party to take possession
        of
        such books and records.

      


      (ii) The
        Purchaser and the Seller further agree, upon request, to use their commercially
        reasonable best efforts to obtain any certificate or other document from
        any
        governmental authority or any other person as may be necessary to mitigate,
        reduce or eliminate any Tax that could be imposed (including, but not limited
        to, with respect to the transactions contemplated hereby).


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


      


      (iii) The
        Purchaser and the Seller further agree, upon request, to provide the other
        party
        with all information that either party may be required to report pursuant
        to
§6043 of the Code and all Treasury Department Regulations promulgated
        thereunder.

      


      6.13 Non-Competition.
        The
        Non-Competition provisions of the Employment Agreement between Seller and
        Purchaser are incorporated herein by reference.

       

      ARTICLE
        VII

      CONDITIONS
        TO CLOSING

       

      7.1 Conditions
        Precedent to Obligations of the Purchaser. The
        obligation of the Purchaser to consummate the transactions contemplated by
        this
        Agreement is subject to the fulfillment, on or prior to the Closing Date,
        of
        each of the following conditions (any or all of which may be waived by the
        Purchaser in whole or in part to the extent permitted by applicable
        law):

       

      
        	 	
                (a)

              	
                the
                  Purchaser shall have reached an agreement in principle to purchase
                  from
                  M&I Bank the loans made by M&I Bank to Crescent Oil Company, Inc.
                  and Crescent Stores Corporation;

              


      

       

      
        	 	
                (b)

              	
                all
                  representations and warranties of the Seller contained herein shall
                  be
                  true and correct as of the date
                  hereof;

              


      

       

      
        	 	
                (c)

              	
                all
                  representations and warranties of the Seller contained herein qualified
                  as
                  to materiality shall be true and correct, and the representations
                  and
                  warranties of the Seller contained herein not qualified as to materiality
                  shall be true and correct in all material respects, at and as of
                  the
                  Closing Date with the same effect as though those representations
                  and
                  warranties had been made again at and as of that
                  time;

              


      

       

      
        	 	
                (d)

              	
                the
                  Seller shall have performed and complied in all material respects
                  with all
                  obligations and covenants required by this Agreement to be performed
                  or
                  complied with by them on or prior to the Closing
                  Date;

              


      

       

      
        	 	
                (e)

              	
                the
                  Purchaser shall have been furnished with certificates (dated the
                  Closing
                  Date and in form and substance reasonably satisfactory to the Purchaser)
                  executed by the Seller certifying as to the fulfillment of the
                  conditions
                  specified in Sections 7.1(a), 7.1(b) and 7.1(c)
                  hereof;

              


      

       

      
        	 	
                (f)

              	
                Certificates
                  representing the Shares shall have been, or shall at the Closing
                  be,
                  validly delivered and transferred to the Purchaser, free and clear
                  of any
                  and all Liens;

              


      

       

      
        	 	
                (g)

              	
                there
                  shall not have been or occurred any material adverse change in
                  the
                  Business;

              


      

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (h)

              	
                the
                  Seller shall have obtained all consents and waivers referred to
                  in Section
                  4.7 hereof, in a form reasonably satisfactory to the Purchaser,
                  with
                  respect to the transactions contemplated by this Agreement;
                  and

              


      

       

      
        	 	
                (i)

              	
                no
                  Legal Proceedings shall have been instituted or threatened or claim
                  or
                  demand made against the Seller, the Company, or the Purchaser seeking
                  to
                  restrain or prohibit or to obtain substantial damages with respect
                  to the
                  consummation of the transactions contemplated hereby, and there
                  shall not
                  be in effect any order by a governmental body of competent jurisdiction
                  restraining, enjoining or otherwise prohibiting the consummation
                  of the
                  transactions contemplated hereby. 

              


      

       

      7.2 Conditions
        Precedent to Obligations of the Seller. The
        obligations of the Seller to consummate the transactions contemplated by
        this
        Agreement are subject to the fulfillment, prior to or on the Closing Date,
        of
        each of the following conditions (any or all of which may be waived by the
        Seller in whole or in part to the extent permitted by applicable
        law):

       

      
        	 	
                (a)

              	
                all
                  representations and warranties of the Purchaser contained herein
                  shall be
                  true and correct as of the date
                  hereof;

              


      

       

      
        	 	
                (b)

              	
                all
                  representations and warranties of the Purchaser contained herein
                  qualified
                  as to materiality shall be true and correct, and all representations
                  and
                  warranties of the Purchaser contained herein not qualified as to
                  materiality shall be true and correct in all material respects,
                  at and as
                  of the Closing Date with the same effect as though those representations
                  and warranties had been made again at and as of that
                  date;

              


      

       

      
        	 	
                (c)

              	
                the
                  Purchaser shall have performed and complied in all material respects
                  with
                  all obligations and covenants required by this Agreement to be
                  performed
                  or complied with by Purchaser on or prior to the Closing
                  Date;

              


      

       

      
        	 	
                (d)

              	
                the
                  Seller shall have been furnished with certificates (dated the Closing
                  Date
                  and in form and substance reasonably satisfactory to the Seller)
                  executed
                  by the Chief Executive Officer of the Purchaser certifying as to
                  the
                  fulfillment of the conditions specified in Sections 7.2(a), 7.2(b)
                  and
                  7.2(c); and

              


      

       

      
        	 	
                (e)

              	
                no
                  Legal Proceedings shall have been instituted or threatened or claim
                  or
                  demand made against the Seller, the Company, or the Purchaser seeking
                  to
                  restrain or prohibit or to obtain substantial damages with respect
                  to the
                  consummation of the transactions contemplated hereby, and there
                  shall not
                  be in effect any Order by a Governmental Body of competent jurisdiction
                  restraining, enjoining or otherwise prohibiting the consummation
                  of the
                  transactions contemplated hereby.

              


      

       

      ARTICLE
        VIII

      DOCUMENTS
        TO BE DELIVERED

       

      8.1 Documents
        to be Delivered by the Seller. At
        the
        Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser
        the following:

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (a)

              	
                stock
                  certificates representing the Shares, duly endorsed in blank or
                  accompanied by stock transfer powers and with all requisite stock
                  transfer
                  tax stamps attached; 

              


      

       

      
        	 	
                (b)

              	
                the
                  certificates referred to in Section 7.1(d) and 7.1(e)
                  hereof;

              


      

       

      
        	 	
                (c)

              	
                copies
                  of all consents and waivers referred to in Section 7.1(g) hereof;
                  and

              


      

       

      
        	 	
                (d)

              	
                such
                  other documents as the Purchaser shall reasonably
                  request.

              


      

       

      8.2 Documents
        to be Delivered by the Purchaser. At
        the
        Closing, the Purchaser shall deliver to the Seller the following:

       

      (a) the
        Purchase Price;

       

      (b) the
        certificates referred to in Section 7.2(d) hereof; and

       

      (c) such
        other documents as the Seller shall reasonably request.

       

      ARTICLE
        IX

      INDEMNIFICATION

       

      9.1 Indemnification.

       

      
        	 	
                (a)

              	
                Subject
                  to Section 9.2 hereof, the Seller hereby agrees to indemnify and
                  hold the
                  Purchaser and the Company, and their respective directors, officers,
                  employees, affiliates, agents, successors and assigns (collectively,
                  the
                  "Purchaser Indemnified Parties") harmless from and
                  against:

              


      

       

      (i) any
        and
        all liabilities of the Company of every kind, nature and description, absolute
        or contingent, existing as against the Company prior to and including the
        Closing Date or thereafter coming into being or arising by reason of any
        state
        of facts existing, or any transaction entered into, on or prior to the Closing
        Date, except to the extent that the same have been fully provided for in
        the
        Balance Sheet, or disclosed in the notes thereto or were incurred in the
        ordinary course of business between the Balance Sheet Date and the Closing
        Date,
        or are disclosed in the Litigation Summary contained in the Datasite, or
        are
        described in the last sentence of Section 4.10, above; 

       

      (ii) subject
        to Section 10.3, any and all losses, liabilities, obligations, damages, costs
        and expenses based upon, attributable to or resulting from the failure of
        any
        representation or warranty of the Seller set forth in Section 4 hereof, or
        any
        representation or warranty contained in any certificate delivered by or on
        behalf of the Seller pursuant to this Agreement, to be true and correct in
        all
        respects as of the date made; 

       

      (iii) any
        and
        all losses, liabilities, obligations, damages, costs and expenses based upon,
        attributable to or resulting from the breach of any covenant or other agreement
        on the part of the Seller under this Agreement; 

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


       

      (iv) any
        and
        all notices, actions, suits, proceedings, claims, demands, assessments,
        judgments, costs, penalties and expenses, including reasonable attorneys'
        and
        other professionals' fees and disbursements (collectively, "Expenses") incident
        to any and all losses, liabilities, obligations, damages, costs and expenses
        with respect to which indemnification is provided hereunder (collectively,
        "Losses").

       

      
        	 	
                (b)

              	
                Subject
                  to Section 9.2, Purchaser hereby agrees to indemnify and hold the
                  Seller
                  and their respective affiliates, agents, successors and assigns
                  (collectively, the "Seller Indemnified Parties") harmless from
                  and
                  against:

              


      

       

      (i) any
        and
        all Losses based upon, attributable to or resulting from the failure of any
        representation or warranty of the Purchaser set forth in Section 5 hereof,
        or
        any representation or warranty contained in any certificate delivered by
        or on
        behalf of the Purchaser pursuant to this Agreement, to be true and correct
        as of
        the date made;

       

      (ii) any
        and
        all Losses based upon, attributable to or resulting from the breach of any
        covenant or other agreement on the part of the Purchaser under this Agreement
        or
        arising from the ownership or operation of the Company from and after the
        Closing Date; and

       

      (iii) All
        matters covered by the indemnification policies of the Company and its
        subsidiaries as set forth in their Articles of Incorporation.

      


      (iv) any
        and
        all Expenses incident to the foregoing.

      


      9.2 Limitations
        on Indemnification for Breaches of Representations and Warranties.

      An
        indemnifying party shall not have any liability under Section 9.1(a)(ii)
        or
        Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses
        to
        the indemnified parties finally determined to arise thereunder based upon,
        attributable to or resulting from the failure of any representation or warranty
        to be true and correct, other than the representations and warranties set
        forth
        in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $5,000 (the “Basket”) and,
        in such event, the indemnifying party shall be required to pay the entire
        amount
        of such Losses and Expenses in excess of $5,000 (the
“Deductible”).


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      


      


      9.3 Indemnification
        Procedures.

       

      
        	 	
                (a)

              	
                In
                  the event that any Legal Proceedings shall be instituted or that
                  any claim
                  or demand ("Claim") shall be asserted by any person in respect
                  of which
                  payment may be sought under Section 9.1 hereof (regardless of the
                  Basket
                  or the Deductible referred to above), the indemnified party shall
                  reasonably and promptly cause written notice of the assertion of
                  any Claim
                  of which it has knowledge which is covered by this indemnity to
                  be
                  forwarded to the indemnifying party. The indemnifying party shall
                  have the
                  right, at its sole option and expense, to be represented by counsel
                  of its
                  choice, which must be reasonably satisfactory to the indemnified
                  party,
                  and to defend against, negotiate, settle or otherwise deal with
                  any Claim
                  which relates to any Losses indemnified against hereunder. If the
                  indemnifying party elects to defend against, negotiate, settle
                  or
                  otherwise deal with any Claim which relates to any Losses indemnified
                  against hereunder, it shall within five (5) days (or sooner, if
                  the nature
                  of the Claim so requires) notify the indemnified party of its intent
                  to do
                  so. If the indemnifying party elects not to defend against, negotiate,
                  settle or otherwise deal with any Claim which relates to any Losses
                  indemnified against hereunder, fails to notify the indemnified
                  party of
                  its election as herein provided or contests its obligation to indemnify
                  the indemnified party for such Losses under this Agreement, the
                  indemnified party may defend against, negotiate, settle or otherwise
                  deal
                  with such Claim. If the indemnified party defends any Claim, then
                  the
                  indemnifying party shall reimburse the indemnified party for the
                  Expenses
                  of defending such Claim upon submission of periodic bills. If the
                  indemnifying party shall assume the defense of any Claim, the indemnified
                  party may participate, at his or its own expense, in the defense
                  of such
                  Claim; provided, however, that such indemnified party shall be
                  entitled to
                  participate in any such defense with separate counsel at the expense
                  of
                  the indemnifying party if, (i) so requested by the indemnifying
                  party to
                  participate or (ii) in the reasonable opinion of counsel to the
                  indemnified party, a conflict or potential conflict exists between
                  the
                  indemnified party and the indemnifying party that would make such
                  separate
                  representation advisable; and provided, further, that the indemnifying
                  party shall not be required to pay for more than one such counsel
                  for all
                  indemnified parties in connection with any Claim. The parties hereto
                  agree
                  to cooperate fully with each other in connection with the defense,
                  negotiation or settlement of any such
                  Claim.

              


      

       

      
        	 	
                (b)

              	
                After
                  any final judgment or award shall have been rendered by a court,
                  arbitration board or administrative agency of competent jurisdiction
                  and
                  the expiration of the time in which to appeal therefrom, or a settlement
                  shall have been consummated, or the indemnified party and the indemnifying
                  party shall have arrived at a mutually binding agreement with respect
                  to a
                  Claim hereunder, the indemnified party shall forward to the indemnifying
                  party notice of any sums due and owing by the indemnifying party
                  pursuant
                  to this Agreement with respect to such matter and the indemnifying
                  party
                  shall be required to pay all of the sums so due and owing to the
                  indemnified party by wire transfer of immediately available funds
                  within
                  10 business days after the date of such
                  notice.

              


      

       

      
        	 	
                (c)

              	
                The
                  failure of the indemnified party to give reasonably prompt notice
                  of any
                  Claim shall not release, waive or otherwise affect the indemnifying
                  party's obligations with respect thereto except to the extent that
                  the
                  indemnifying party can demonstrate actual loss and prejudice as
                  a result
                  of such failure.

              


      

       

      9.4 Tax
        Treatment of Indemnity Payments. The
        Seller and the Purchaser agree to treat any indemnity payment made pursuant
        to
        this Article 9 as an adjustment to the Purchase Price for federal, state,
        local
        and foreign income tax purposes.

       

      9.5 Totality
        of Economic Effect.
        The
        liability of either party for an indemnity payment shall be calculated based
        upon the totality of the economic effect of the matter giving rise to the
        indemnity claims. To illustrate, an indemnified claim for tax liability shall
        be
        offset for any future tax credit or deduction related thereto.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      


      


      ARTICLE
        X

      MISCELLANEOUS

       

      10.1 Payment
        of Sales, Use or Similar Taxes. All
        sales, use, transfer, intangible, recordation, documentary stamp or similar
        Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
        the transactions contemplated by this Agreement shall be borne by the
        Seller. 

       

      10.2 Survival
        of Representations and Warranties. The
        parties hereto hereby agree that the representations and warranties contained
        in
        this Agreement or in any certificate, document or instrument delivered in
        connection herewith, shall survive the execution and delivery of this Agreement,
        and the Closing hereunder, regardless of any investigation made by the parties
        hereto; provided, however, that any claims or actions with respect thereto
        shall
        terminate unless asserted by litigation within twenty four (24) months after
        the
        Closing Date.

       

      10.3 Expenses. Except
        as
        otherwise provided in this Agreement, the Seller and the Purchaser shall
        each
        bear its own expenses incurred in connection with the negotiation and execution
        of this Agreement and each other agreement, document and instrument contemplated
        by this Agreement and the consummation of the transactions contemplated hereby
        and thereby, it being understood that in no event shall the Company bear
        any of
        such costs and expenses.

       

      10.4 Specific
        Performance. The
        Seller acknowledges and agrees that the breach of this Agreement would cause
        irreparable damage to the Purchaser and that the Purchaser will not have
        an
        adequate remedy at law. Therefore, the obligations of the Seller under this
        Agreement, including, without limitation, the Seller’s obligation to sell the
        Shares to the Purchaser, shall be enforceable by a decree of specific
        performance issued by any court of competent jurisdiction, and appropriate
        injunctive relief may be applied for and granted in connection therewith.
        Such
        remedies shall, however, be cumulative and not exclusive and shall be in
        addition to any other remedies which any party may have under this Agreement
        or
        otherwise.

       

      10.5 Further
        Assurances. The
        Seller and the Purchaser each agrees to execute and deliver such other documents
        or agreements and to take such other action as may be reasonably necessary
        or
        desirable for the implementation of this Agreement and the consummation of
        the
        transactions contemplated hereby.

       

      10.6 Submission
        to Jurisdiction; Consent to Service of Process.

       

      
        	 	
                (a)

              	
                The
                  parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
                  of any federal or state court located within the State of Kansas
                  over any
                  dispute arising out of or relating to this Agreement or any of
                  the
                  transactions contemplated hereby and each party hereby irrevocably
                  agrees
                  that all claims in respect of such dispute or any suit, action
                  proceeding
                  related thereto may be heard and determined in such courts. The
                  parties
                  hereby irrevocably waive, to the fullest extent permitted by applicable
                  law, any objection which they may now or hereafter have to the
                  laying of
                  venue of any such dispute brought in such court or any defense
                  of
                  inconvenient forum for the maintenance of such dispute. Each of
                  the
                  parties hereto agrees that a judgment in any such dispute may be
                  enforced
                  in other jurisdictions by suit on the judgment or in any other
                  manner
                  provided by law.

              


      

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (b)

              	
                Each
                  of the parties hereto hereby consents to process being served by
                  any party
                  to this Agreement in any suit, action or proceeding by the mailing
                  of a
                  copy thereof in accordance with the provisions of Section
                  10.10.

              


      

       

      10.7 Entire
        Agreement; Amendments and Waivers.
        This
        Agreement (including the schedules and exhibits hereto) represents the entire
        understanding and agreement between the parties hereto with respect to the
        subject matter hereof and can be amended, supplemented or changed, and any
        provision hereof can be waived, only by written instrument making specific
        reference to this Agreement signed by the party against whom enforcement
        of any
        such amendment, supplement, modification or waiver is sought. No action taken
        pursuant to this Agreement, including without limitation, any investigation
        by
        or on behalf of any party, shall be deemed to constitute a waiver by the
        party
        taking such action of compliance with any representation, warranty, covenant
        or
        agreement contained herein. The waiver by any party hereto of a breach of
        any
        provision of this Agreement shall not operate or be construed as a further
        or
        continuing waiver of such breach or as a waiver of any other or subsequent
        breach. No failure on the part of any party to exercise, and no delay in
        exercising, any right, power or remedy hereunder shall operate as a waiver
        thereof, nor shall any single or partial exercise of such right, power or
        remedy
        by such party preclude any other or further exercise thereof or the exercise
        of
        any other right, power or remedy. All remedies hereunder are cumulative and
        are
        not exclusive of any other remedies provided by law.

       

      10.8 Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Kansas.

       

      10.9 Table
        of Contents and Headings. The
        table
        of contents and section headings of this Agreement are for reference purposes
        only and are to be given no effect in the construction or interpretation
        of this
        Agreement.

       

      10.10 Notices. All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed given when delivered personally or mailed by certified mail,
        return receipt requested, or overnight mail courier to the parties (and shall
        also be transmitted by facsimile to the persons receiving copies
        thereof) at the following addresses (or to such other address as a party
        may
        have specified by notice given to the other party pursuant to this
        provision):

       

      
        	 	
                (a)

              	
                Purchaser:

              


      

      


      Titan
        Global Holdings, Inc

      


      1700
        Jay
        Ell Drive, Suite 200

      Richardson,
        TX 75081

      Attn:
        Bryan Chance, CEO & President

      Phone:
        (972) 470-9100

      Facsimile:
        (972) 767-3117


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      


      


      


      Copy
        to:

      


      Thomas
        A.
        Rose, Esq.

      Sichenzia
        Ross Friedman Ference LLP

      61
        Broadway

      New
        York,
        New York 10006

      Phone:
        (212) 930-9700

      Facsimile:
        (212) 930-9725

      


      
        	 	
                (b)

              	
                Seller:

              


      

      


      Phillip
        Near

      116
        W.
        Myrtle

      Independence,
        KS 67301

      Phone:
        (620) 926-2200

      Facsimile:
        (620) 332-5285

       

      10.11 Severability. If
        any
        provision of this Agreement is invalid or unenforceable, the balance of this
        Agreement shall remain in effect.

       

      10.12 Binding
        Effect; Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective successors and permitted assigns. Nothing in this Agreement
        shall create or be deemed to create any third party beneficiary rights in
        any
        person or entity not a party to this Agreement except as provided below.
        No
        assignment of this Agreement or of any rights or obligations hereunder may
        be
        made by either the Seller or the Purchaser (by operation of law or otherwise)
        without the prior written consent of the other parties hereto and any
        attempted assignment
        without the required consents shall be void;
        provided that the Purchaser shall be able to assign this Agreement to
Greystone
        Business Credit or an entity that controls or is under common control with
        Purchaser.

       

      [INTENTIONALLY
        BLANK]

       


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Agreement as of the date first written
        above.

      


      TITAN
        GLOBAL HOLDINGS, INC.

      


      


      By: /s/
        Bryan
        Chance                          


      Bryan
        Chance,

      Chief
        Executive Officer & President

      


      CRESCENT
        FUELS, INC.

      


      


      By: /s/
        Phillip
        Near                                 


      Phillip
        Near

      President

      


      PHILLIP
        NEAR

      


      


      By: /s/
        Phillip
        Near                                 

      Phillip
        Near

      


      
        
           

        

        
          35