Exhibit 10.2


    
      

      

    

     

    EXHIBIT
      10.2


    A    G    R    E    E    M    E    N    T

    


    THIS
      ASSET PURCHASE AGREEMENT ("Agreement") is made and executed effective this
      --27th
      day of
      January, 2006 ("Execution Date"), by, between, and among: 

    


    
      	(1)	
              SIERRA
                PRECISION SERVICES LLC, a Nevada limited liability company ("Sierra"
                or
                "Seller"); 

            


    

    


    
      	(2)	
              CHAPEAU,
                INC., a Utah corporation doing business as BLUEPOINT ENERGY, INC.
                ("BluePoint" or "Buyer").

            


    

    


    The
      foregoing individuals and / or entities may be referenced by the term "party"
      or
      "parties" in this Agreement where and whenever necessary.

    


    R    E    C    I    T    A    L    S

    


    WHEREAS,
      Seller is a Nevada limited liability company located at 20 Industrial Parkway;
      Mound House, Nevada 89706-7750; and

    


    WHEREAS,
      Buyer is a Utah corporation with its principal place of business headquartered
      in California and located at 1190 Suncast Lane, Suite 2, El Dorado Hills,
      California 95762; and

    


    WHEREAS,
      Seller desires to sell to Buyer, and Buyer desires to buy from Seller, certain
      business assets of Seller; and

    


    WHEREAS,
      the parties wish to jointly and separately make certain representations,
      warranties, and agreements in connection with this Agreement, and also set
      forth
      certain conditions precedent to the Agreement's rights and obligations;


    


    NOW
      THEREFORE, in consideration of the foregoing and mutual covenants,
      representations, and warranties contained in this Agreement, and intending
      to be
      legally bound, the parties agree to the following:

    


    C    O    V    E    N    A    N    T    S

    


    
      	
              1. 

            	
              ASSET
                PURCHASE AND SALE.
                Seller agrees to sell to Buyer, and Buyer agrees to purchase from
                Seller,
                on or before the Closing Date (defined below), all of the Seller's
                right,
                title, and interest in and to the assets listed on Schedule "A" ("Assets")
                (attached to this Agreement and incorporated into its terms by reference).
                For purposes of this Agreement, any Asset not itemized on Schedule
                "A"
                shall be an excluded Asset ("Excluded Asset"). Buyer shall not acquire
                any
                interest in an Excluded Asset under this
                Agreement.

            


    

    


    
      	
              2.

            	
              LIABILITIES.
                Except as this Agreement may otherwise specifically provide, Buyer
                shall
                not assume or become liable for any Seller debts, obligations,
                liabilities, or commitments, whether known or unknown, absolute,
                contingent, matured, unmatured, or otherwise, and whether related
                to
                Assets, including (without limitation) any employment, business,
                sales, or
                use tax relating to the Seller's business operations, use, and ownership
                before the Closing Date.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              2.1.

            	
              Assumed
                Liabilities.
                On the Closing Date and at all times thereafter, Buyer shall not
                assume
                responsibility for the performance and satisfaction of any Seller
                executory obligation(s), liability(ies), or other such item(s) except
                as
                itemized on Schedule "B" ("Assumed Liabilities") (attached to this
                Agreement and incorporated into its terms by reference).
                

            


    

    


    
      	
              3.

            	
              PRICE.
                Buyer will pay Seller Three Hundred Fifty Thousand and No/100 Dollars
                ($350,000.00) for the Assets ("Purchase Price").
                

            


    

    


    
      	
              3.1.

            	
              Payment.
                Buyer will pay Seller the Purchase Price in US Dollars or their cash
                equivalent.

            


    

    


    
      	
              4.
                

            	
              ESCROW
                AND CLOSING.
                

            


    

    


    
      	
              4.1.

            	
              Escrow.
                Buyer and Seller agree to open an escrow account ("Escrow") with
                Tocchini
                & Associates PC ("Escrow Agent"), using Escrow Agent's client trust
                account. The Assets sale contemplated by this Agreement shall be
                conducted
                through Escrow according to this Agreement's terms. The parties will
                each
                execute and acknowledge any appropriate instructions, instruments,
                or
                other documents that the Escrow Agent may reasonably require to complete
                this Agreement's transaction(s).

            


    

    


    
      	
              4.2.

            	
              Buyer
                Deposit.
                Prior to or concurrent with the Closing, Buyer shall deposit Fifty
                Thousand Dollars ($ 50,000) ("Deposit") into Escrow to be credited
                towards
                the Purchase Price. The Deposit shall be paid to Seller as set forth
                below
                in Section 4.5.

            


    

    


    
      	
              4.3.

            	
              Closing
                Date.
                The Closing for this Agreement ("Closing") shall be January 27, 2006,
                ("Closing Date") or on such other time as the parties may mutually
                agree.
                At Closing, Seller shall convey Asset title to Buyer in the method
                provided by this Agreement. Pursuant to the provisions of Section
                13.1,
                Closing is subject to the termination of the Agreement by either
                party if
                the Closing has not occurred on or before March 1, 2006.
                

            


    

    


    
      	
              4.4.

            	
              Seller's
                Closing Obligations.
                At Closing, Seller shall execute, acknowledge, and provide each of
                the
                following items to Buyer:

            


    

    


    
      	 	
              (a)

            	
              Bill
                of Sale.
                A
                duly executed bill of sale ("Bill of Sale"), in substantially the
                form as
                provided in Schedule "C" (attached to this Agreement and incorporated
                into
                its terms by reference), conveying to the Buyer, and the Buyer accepting,
                all of the Seller's right, title, and interest in and to the Assets
                set
                forth in Schedule "A." 

            


    

     

    
      	 	
              (b)

            	
              Possession.
                Possession of all of the Assets.

            


    

    


    
      	 	
              (c)

            	
              Notice
                of Sale.
                To the extent required by law, Seller shall notify all of Seller's
                suppliers, utilities, vendors, and other parties with whom Seller
                has
                dealt, that Seller has sold the
                Assets.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (d)

            	
              Remaining
                Materials.
                All other instruments and documents of conveyance and transfer, including
                documents of title, as shall be necessary and effective to transfer,
                convey, and assign to Buyer at Closing all of Seller's right, title,
                and
                interest in and to the Assets, free and clear of any liens or encumbrance,
                as required by this Agreement's terms.


            


    

    


    
      	
              4.5.

            	
              Buyer's
                Closing Obligations.
                Buyer shall execute, acknowledge, and provide each of the following
                items
                to Seller:

            


    

    


    
      	
            	(a)	
              Purchase
                Price.
                At Closing, Fifty-Thousand and no/100 Dollars ($50,000.00) of the
                Purchase
                Price will have been allocated to Seller as payment to settle claims
                and
                redeem equity pursuant to the terms of a Settlement and Equity Redemption
                Agreement, a copy of which is attached hereto and incorporated herein
                by
                reference as Exhibit "A". Further, at Closing, Buyer shall pay to
                Seller
                the balance of the Purchase Price according to the terms and conditions
                set forth in a concurrently-executed promissory note ("Note"). A
                copy of
                the Note is attached hereto and incorporated herein by reference
                as
                Exhibit "B".

            


    

    


    
      	 	
              (b)

            	
              Remaining
                Materials.
                All other instruments and documents necessary to consummate the
                transactions contemplated by this
                Agreement.

            


    

    


    
      	
              4.6.

            	
              Risk
                of Loss:
                Seller assumes all risk of loss, damage, injury, or destruction of
                any and
                all the Assets, by any cause whatsoever, at all times prior to the
                Closing. Buyer assumes all risk of loss, damage, injury, or destruction
                of
                any and all the Assets, by any cause whatsoever, at all times after
                the
                Closing. 

            


    

    


    
      	
              4.7.

            	
              Material
                Loss Prior to Closing:
                In the event there is any material loss or damage to all or any portion
                of
                the Assets prior to the Closing, Buyer may either terminate this
                Agreement, or negotiate with Seller for a reduction in the Purchase
                Price
                to reflect the loss or damage. 

            


    

    


    
      	
              5.
                

            	
              SELLER'S
                REPRESENTATIONS AND WARRANTIES.
                Seller warrants, represents, and covenants to Buyer that all of the
                following facts, circumstances, representations, and warranties are,
                and
                at all times up to and including the Closing will be, true and correct,
                and hereby acknowledges that such facts, circumstances, representations,
                and warranties constitute a material part of the basis upon which
                Buyer is
                induced to enter into and perform Buyer's obligations pursuant to
                this
                Agreement; each of the following representations, warranties, and
                covenants contained in this Section (5) shall survive the Closing
                and any
                investigation made by or on behalf of
                Buyer.

            


    

    


    
      	
              5.1.

            	
              Standing.
                Seller
                is a limited liability company, duly organized, validly existing,
                and in
                good standing under the laws of the state of its organization, and
                is
                qualified to transact business in the State of Nevada. A copy of
                Seller's
                Certificate of Good Standing is attached hereto and incorporated
                herein by
                reference as Exhibit "C" (Certificate of Good
                Standing).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              5.2.

            	
              Authority.
                Seller has full legal power and authority to enter into and perform
                this
                Agreement. This Agreement has been duly authorized, executed, and
                delivered by Seller, and constitutes a legal, valid, and binding
                obligation of Seller, enforceable in accordance with the Agreement's
                terms; no consent of any federal, state, municipal, or other governmental
                authority is required by Seller for the execution, delivery or performance
                of this Agreement by Seller. No consent of any party to any contract
                or
                agreement to which Seller is a party or by which any of their respective
                property or assets are subject is required in connection with Seller's
                right, power, legal capacity, and authority to enter, execute, deliver,
                or
                perform this Agreement. A
                copy of Seller's minutes authorizing and ratifying this Agreement
                is
                attached hereto and incorporated herein by reference as Exhibit
                "D"
                (Unanimous Consent).

            


    

    


    
      	
              5.3.

            	
              Conflict.
                The
                execution and delivery of this Agreement will not violate or conflict
                with, breach, or constitute a default under (or give rise to any
                right of
                termination, cancellation, or acceleration under) the terms, conditions
                or
                provisions of any note, bond, lease, mortgage, obligation, agreement,
                understanding, arrangement, or restriction of any kind to which Seller
                is
                a party or by which Seller or its properties may otherwise be bound,
                and
                will not result in the creation of any lien, security interest, or
                encumbrance on any of the Assets. The execution and delivery of this
                Agreement, the consummation by Seller of the transactions contemplated
                hereby, nor the compliance with any provisions hereof, will violate
                any
                statute, law, rule, regulation, order, judgment, writ, injunction,
                or
                decree of any court or governmental
                authority.

            


    

    


    
      	
              5.4.

            	
              Other
                Pending Proceedings.
                To the best of Seller's knowledge without any duty of investigation
                or
                inquiry, there are no actions, suits, proceedings, contingent liabilities,
                arbitrations, or claims now pending, or, to the best of Seller's
                knowledge, threatened against Seller or the Assets that would affect
                Seller's ability to fulfill its obligations under this Agreement
                or that
                would impair the value of the
                Assets.

            


    

    


    
      	
              5.5.

            	
              Undisclosed
                Liabilities.
                Seller is aware of no material liabilities or obligations of any
                nature
                relating to the Assets, whether fixed, contingent, matured, or unmatured,
                which are not shown or otherwise expressly disclosed in this Agreement,
                or
                within its attachments, except for liabilities and obligations arising
                in
                the ordinary course of business, none of which are materially
                adverse.

            


    

    


    
      	
              5.6.

            	
              Marketable
                Title.
                Seller
                has, and will have at Closing, good and marketable title to the Assets
                free and clear of all liens, charges, and encumbrances, and Seller
                will
                transfer such title, and possession, to Buyer at
                Closing.

            


    

    


    
      	
              5.7.
                

            	
              Contracts.
                Seller
                has provided Buyer with true and correct copies of all Contracts,
                if
                applicable. To Seller's knowledge, all of the Contracts are in full
                force
                and effect, have been duly executed by the parties, and neither Seller
                nor
                any other party is in default under any
                Contract.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              5.8.

            	
              Tangible
                Property.
                All of the tangible items included in the Assets shall be in good
                and
                working order and condition as of Closing
                Date.

            


    

    


    
      	
              5.9.

            	
              Financial
                Statements, Taxes, and Figures.
                To the best of Seller's knowledge and belief, any financial statements
                provided to Buyer are accurate. Seller is not actually aware of any
                material inaccuracies in the financial statements, tax returns,
                information, facts, or figures which may have been provided by Seller
                to
                Buyer.

            


    

    


    
      	
              5.10.

            	
              Investigations.
                To the best of Seller's knowledge without any duty of investigation
                or
                inquiry, there are no investigations or disciplinary actions by any
                governmental agencies related to the Assets, or, to the best of Seller's
                knowledge, threatened against Seller or the Assets that would affect
                Seller's ability to fulfill its obligations under this Agreement
                or that
                would impair the value of the
                Assets.

            


    

    


    
      	
              5.11.

            	
              Violations
                of Law.
                To the best of Seller's knowledge without any duty of investigation
                or
                inquiry, there are no ongoing violations of any applicable federal,
                state,
                or local statutes or regulations related to the Assets, that would
                affect
                Seller's ability to fulfill its obligations under this Agreement
                or that
                would impair the value of the
                Assets.

            


    

    


    
      	
              5.12.
                

            	
              Insolvency
                Proceedings.
                Seller has not been the subject of bankruptcy filing, assignment
                for the
                benefit of creditors, or insolvency proceedings of any kind during
                the
                last two (2) years, nor has Seller consulted with any attorney or
                advisor
                regarding such proceedings during that time
                period.

            


    

    


    
      	
              5.13.

            	
              Tax
                Matters.
                To the best of Seller's knowledge, Seller has filed all federal,
                state,
                and local tax or related returns and reports due, or required to
                be filed,
                by appropriate law or regulation. The filed reports accurately and
                materially reflect in all respects the tax amounts. Seller has paid
                all
                amounts of taxes or assessments which would be delinquent if not
                paid as
                of this the Execution Date, other than those taxes or charges that
                are
                being contested in good faith or that have not yet been finally
                determined.

            


    

    


    
      	
              5.14.
                

            	
              Binding
                Obligation of Seller.
                This Agreement constitutes a valid and binding agreement by Seller,
                enforceable in accordance with its terms, except as such enforcement
                may
                be limited by applicable bankruptcy, insolvency, moratorium, and
                other
                similar laws relating to, limiting, or affecting the enforcement
                of
                creditors' rights generally.

            


    

    


    
      	
              5.15.
                

            	
              Full
                Disclosure.
                At the Execution Date, and at all times after, until Closing, Seller
                will
                disclose to Buyer all known events, conditions, and facts that materially
                affect the Assets. Seller has not and will not, at the Execution
                Date, or
                any time until Closing, withhold disclosure of any events, conditions,
                or
                facts of which it actually has knowledge, which may materially and
                adversely affect the Assets.

            


    

    


    
      	
              5.16.
                

            	
              Correctness
                of Representations.
                No representation or warranty of Seller in this Agreement or any
                other
                information furnished by Seller pursuant to this Agreement contains
                any
                untrue statement of material fact or fails to state any fact necessary
                in
                order to make the statements not misleading in any material respect.
                All
                statements, representations and other information provided by Seller
                to
                Buyer shall be true and correct on and as of the Closing Date as
                though
                made on that date.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    5.17. Intellectual
      Property.
      Seller
      warrants and represents that Seller has not secured a patent, copyright,
      trademark, or similar perfected interest in and for any Asset. Seller further
      warrants and represents that Seller has not applied for patent, copyright,
      trademark or similar protection for any Asset at any time prior to Closing.
      Notwithstanding the foregoing, Seller warrants and represents that any Asset,
      whether or not said Asset is later determined to have been patented,
      trademarked, or copyrighted, is "work made for hire" and belongs solely to
      Seller. If by operation of law or otherwise, any Asset is not "work made for
      hire" or if ownership of all right, title and interest in the Asset does not
      vest exclusively in Seller, Seller warrants that it has irrevocable assignment
      from any inventor, artist or creator of all right, title and interest to the
      Asset and ability to require any such author, inventor or creator to execute
      all
      documents necessary to affect the transfer of the Asset to Buyer.

    


    
      	
              6.
                

            	
              BUYER'S
                REPRESENTATIONS AND WARRANTIES.
                Buyer warrants, represents, and covenants to Seller that all of the
                following facts, circumstances, representations, and warranties are,
                and
                at all times up to, and including, the Closing will be, true and
                correct,
                and hereby acknowledges that such facts, circumstances, representations,
                and warranties constitute a material part of the basis upon which
                Seller
                is induced to enter into and perform Seller's obligations pursuant
                to this
                Agreement; each of the following representations, warranties, and
                covenants contained in this Section (6) shall survive the Closing
                and any
                investigation made by or on behalf of
                Seller.

            


    

    


    
      	
              6.1.

            	
              Standing.
                Buyer
                is a corporation, duly organized, validly existing, and in good standing
                under the laws of the state of its organization, and is qualified
                to
                transact business in the State of California.


            


    

    


    
      	
              6.2.

            	
              Authority.
                Buyer has full legal power and authority to enter into and perform
                this
                Agreement. This Agreement has been duly authorized, executed, and
                delivered by Buyer, and constitutes a legal, valid, and binding obligation
                of Buyer, enforceable in accordance with the Agreement's terms; no
                consent
                of any federal, state, municipal, or other governmental authority
                is
                required by Buyer for the execution, delivery or performance of this
                Agreement by Buyer. No consent of any party to any contract or agreement
                to which Buyer is a party or by which any of their respective property
                or
                assets are subject is required in connection with Buyer's right,
                power,
                legal capacity, and authority to enter, execute, deliver, or perform
                of
                this Agreement.

            


    

    


    
      	
              6.3.

            	
              Voluntary
                Purchase.
                Buyer is purchasing the Assets voluntarily based upon Buyer's own
                judgment
                and evaluation, and other than Seller's warranties and covenants
                expressed
                in this Agreement, Buyer is not relying on any verbal or written
                representation of Seller or Seller's agents regarding the
                Assets.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              6.4.

            	
              Conflict.
                The
                execution and delivery of this Agreement will not violate or conflict
                with, breach, or constitute a default under (or give rise to any
                right of
                termination, cancellation, or acceleration under) the terms, conditions
                or
                provisions of any note, bond, lease, mortgage, obligation, agreement,
                understanding, arrangement, or restriction of any kind to which Buyer
                is a
                party or by which Buyer or its properties may otherwise be bound,
                and will
                not result in the creation of any lien, security interest, or encumbrance
                on any of the Assets. The execution and delivery of this Agreement,
                the
                consummation by Buyer of the transactions contemplated hereby, nor
                the
                compliance with any provisions hereof, will violate any statute,
                law,
                rule, regulation, order, judgment, writ, injunction, or decree of
                any
                court or governmental authority.

            


    

    


    
      	
              6.5.

            	
              Other
                Pending Proceedings.
                There are no actions, suits, proceedings, contingent liabilities,
                arbitrations, or claims now pending, or, to the best of Buyer's knowledge,
                threatened against Buyer that would affect Buyer's ability to fulfill
                its
                obligations under this Agreement.

            


    

    


    
      	
              6.6.

            	
              Undisclosed
                Liabilities.
                Except as this Agreement may otherwise specifically provide, Buyer
                is
                aware of no material liabilities or obligations of any nature, whether
                fixed, contingent, matured, or unmatured, which would affect Buyer's
                obligations under this Agreement.

            


    

    


    
      	
              6.7.

            	
              Full
                Disclosure.
                At the Execution Date, and at all times after, until Closing, Buyer
                will
                disclose to Seller all known events, conditions, and facts that materially
                affect Buyer's obligations under this Agreement. Buyer has not and
                will
                not, at the Execution Date, or any time until Closing, withhold disclosure
                of any events, conditions, or facts of which it may have knowledge,
                or
                have had reasonable grounds to know, which may materially and adversely
                affect Buyer's obligations under this
                Agreement.

            


    

    


    
      	
              6.8.

            	
              Correctness
                of Representations.
                No representation or warranty of Buyer in this Agreement or any other
                information furnished by Buyer pursuant to this Agreement contains
                any
                untrue statement of material fact or fails to state any fact necessary
                in
                order to make the statements not misleading in any material respect.
                All
                statements, representations, Schedules, and other information provided
                by
                Buyer to Seller shall be true and correct on and as of the Closing
                Date as
                though made on that date.

            


    

    


    
      	
              7.

            	
              SELLER'S
                COVENANTS.
                Seller,
                as a material inducement to Buyer to enter into this Agreement, and
                consummate the transactions contemplated in this Agreement, covenants,
                promises, and agrees to the following from the Execution Date until
                Closing Date. 

            


    

    


    
      	
              7.1.

            	
              Retaining
                Assets.
                Seller will not assign, sell, lease or otherwise transfer, dispose
                of, or
                encumber any of the Assets.

            


    

    


    
      	
              7.2.

            	
              Access
                and Information.
                Seller shall promptly provide Buyer with all information concerning
                the
                Assets that Buyer may reasonably request, and Buyer and its accountants
                and other representatives shall have access during normal business
                hours
                to all of the Assets and to Seller's books and
                records.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              7.3.

            	
              Consents.
                On or before the Closing Date, Seller, at its expense, shall obtain
                all
                necessary consents required to assign Seller's interest in any of
                the
                Assets to Buyer as contemplated by this
                Agreement.

            


    

    


    
      	
              7.4.

            	
              Discharge
                of Liens.
                All liens, claims, charges, security interests, pledges, assignments,
                or
                encumbrances relating to the Assets shall be satisfied, terminated,
                and
                discharged by Seller on or prior to the Closing Date, and evidence
                reasonably satisfactory to Buyer and its counsel of the satisfaction,
                termination, and discharge shall be delivered to Buyer at or prior
                to the
                Closing.

            


    

    


    
      	
              7.5.

            	
              Seller
                Actions.
                Seller shall not take, or fail to take, any action within its reasonable
                control that would cause a breach of any representation or warranty
                of
                Seller contained in this Agreement, or prevent fulfillment of any
                conditions set forth in this
                Agreement.

            


    

    


    
      	
              8.

            	
              BUYER'S
                COVENANTS.
                Buyer,
                as a material inducement to Seller to enter into this Agreement,
                and
                consummate the transactions contemplated in this Agreement, covenants,
                promises, and agrees to the following from the Execution Date until
                Closing Date.

            


    

    


    
      	
              8.1.

            	
              Buyer
                Actions. Buyer shall
                not take, or fail to take, any action within its reasonable control
                that
                would cause a breach of any representation or warranty of Buyer contained
                in this Agreement, or prevent fulfillment of any conditions set forth
                in
                this Agreement.

            


    

    


    
      	
              9.

            	
              MUTUAL
                COVENANTS.
                Buyer
                and Seller, as material inducements to each other to enter into this
                Agreement, and consummate the transactions contemplated in this Agreement,
                covenant, promise, and agree to the
                following.

            


    

    


    
      	
              9.1.

            	
              Further
                Assurances Prior to Closing:
                Seller
                and Buyer shall, prior to Closing, execute any and all documents
                and
                perform any and all acts reasonably necessary, incidental, or appropriate
                to effect the transactions contemplated by this
                Agreement.

            


    

    


    
      	
              9.2.

            	
              Notification
                of Changed Circumstances.
                At any time after the Execution Date and prior to Closing, if either
                party
                becomes aware of any fact or circumstance that would materially change
                a
                representation or warranty made under this Agreement, the party with
                knowledge of those facts shall notify the other in writing as soon
                as
                possible after the discovery of the changed
                circumstances.

            


    

    


    
      	
              9.3.

            	
              Notification
                of Certain Matters.
                Seller and Buyer shall each give prompt notice to the other party
                of any
                notice of, or other communication relating to, a default or event
                which,
                with notice, lapse of time, or both, would become a default, received
                by
                either party subsequent to the Execution Date and prior to the Closing
                Date, where such a notice could be reasonably expected to have a
                material
                adverse effect upon either party. Each party shall give the other
                prompt
                notice, without limitation, of:

            


    

    


    
      	
            	(a)	
              Any
                notice or other communication from a third party alleging that the
                consent
                of such third party is or may be required in connection with this
                Agreement or any other transactions contemplated by this Agreement;
                or
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
            	(b)	
              Any
                notice or other communication from any third party alleging and act
                or
                thing which could be reasonably expected to have a material adverse
                effect
                upon Seller or a material adverse effect upon
                Buyer.

            


    

    


    
      	
              9.4.

            	
              Expenses.
                Except as expressly set forth in this Agreement, Seller and Buyer
                shall
                each bear their respective expenses incurred in connection with this
                Agreement, including, without limitation, the preparation, execution,
                and
                performance of this Agreement and the transactions contemplated hereby;
                this provision also applies to all fees and expenses of investment
                bankers, finders, brokers, agents, representatives, counsel and
                accountants.

            


    

    


    
      	
              9.5.

            	
              Failure
                to Take Action.
                Neither Seller nor Buyer will take any action, or fail to take any
                action,
                if such action (or failure to act) would reasonably be expected to
                cause
                this Agreement, or any of its provisions, to
                fail.

            


    

    


    
      	
              10.

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF BUYER.

            


    

    


    
      	
              10.1.

            	
              Buyer's
                Conditions.
                The obligation of Buyer to consummate the transactions contemplated
                by
                this Agreement shall be subject to the satisfaction, on or before
                the
                Closing Date, of each of the following
                conditions:

            


    

    


    
      	
            	(a)	
              Accuracy
                of Representations and Warranties.
                The representations and warranties of Seller set forth in Section
                5 shall
                be true and correct as of the Closing
                Date;

            


    

    


    
      	
            	(b)	
              Seller's
                Performance.
                Seller shall have performed and complied with all of the agreements,
                covenants, and conditions required of Seller by this Agreement on
                or
                before the Closing Date;

            


    

    


    
      	
            	(c)	
              No
                Pending Proceeding.
                No action, suit, or proceeding before any court or any governmental
                body
                or authority that would in any way affect the Assets or the ability
                of
                Seller to consummate the transactions contemplated by this Agreement
                shall
                have been instituted or threatened on or before the Closing
                Date;

            


    

    


    
      	
            	(d)	
              Condition
                of Assets.
                The Assets shall be in substantially the same condition on the Closing
                Date as on the Execution Date, and there shall be no loss or damage
                to the
                Assets prior to the Closing;

            


    

    


    
      	
            	(e)	
              Consents.
                Seller shall have obtained all necessary agreements and consents
                of any
                parties required to consummate the transactions contemplated by this
                Agreement;

            


    

    


    
      	
            	(f)	
              Settlement
                and Redemption Agreement.
                Seller shall have executed and consummated the Settlement and Redemption
                Agreement, as shall have all other parties thereto, in a form
                substantially equivalent to the Exhibit "A", attached to this agreement
                and incorporated herein by reference (Settlement and Redemption
                Agreement).

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              10.2.

            	
              Failure
                to Satisfy Buyer's Conditions.
                Any of Buyer's conditions precedent may be waived in whole or in
                part by
                Buyer in writing at any time on or before the Closing Date. In the
                event
                all Buyer's conditions precedent have not been waived by Buyer or
                satisfied in full on or before the Closing Date, Buyer may elect
                to
                terminate this Agreement as provided in Section 13 of this
                Agreement.

            


    

    


    
      	
              11.

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF SELLER.

            


    

    


    
      	
              11.1.

            	
              Seller's
                Conditions.
                The obligation of Seller to consummate the transactions contemplated
                by
                this Agreement shall be subject to the satisfaction, on or before
                the
                Closing Date, of each of the following
                conditions:

            


    

    


    
      	
            	(a)	
              Deposit.
                Buyer shall have placed the Deposit in Escrow as provided in Section
                4.2
                above; 

            


    

    


    
      	
            	(b)	
              Accuracy
                of Representations and Warranties.
                The representations and warranties of Buyer set forth in Section
                6 of this
                Agreement shall be true and correct as of the Closing
                Date;

            


    

    


    
      	
            	(c)	
              Buyer's
                Performance.
                Buyer shall have performed and complied with all of the agreements,
                covenants, and conditions required of Buyer by this Agreement on
                or before
                the Closing Date;

            


    

    


    
      	
            	(d)	
              No
                Pending Proceeding.
                No action, suit, or proceeding before any court or any governmental
                body
                or authority that would in any way affect the Assets or the ability
                of the
                parties to consummate the transactions contemplated by this Agreement
                shall have been instituted or threatened on or before the Closing
                Date;
                

            


    

    


    
      	
              11.2.

            	
              Failure
                to Satisfy Seller's Conditions.
                Any of Seller's conditions precedent may be waived in whole or in
                part by
                Seller in writing at any time on or before the Closing Date. In the
                event
                all Seller's conditions precedent have not been waived by Seller,
                or
                satisfied in full on or before the Closing Date, Seller may elect
                to
                terminate this Agreement as provided in Section
                13.

            


    

    


    
      	
              12.

            	
              POST-CLOSING
                OBLIGATIONS.
                Buyer
                and Seller, as material inducements to each other to enter into this
                Agreement and consummate the transactions contemplated in this Agreement,
                covenant, promise, and agree to the following, which shall survive
                the
                Closing Date:

            


    

    


    
      	
              12.1.

            	
              Additional
                Assurances.
                Each party agrees to do all acts and things and to make, execute,
                and
                deliver such written instruments as shall be reasonably necessary
                to carry
                out the terms and provisions of this Agreement.


            


    

    


    
      	
              13.

            	
              TERMINATION.
                This
                Agreement may be terminated and the Agreement may be abandoned at
                any time
                prior to the Closing Date as set forth in this Section
                (13).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	13.1.	
              Termination.
                This Agreement may be terminated as follows:


            


    

    


    
      	 	
              (a)
                

            	
              By
                the mutual written consent of Buyer and Seller at any time prior
                to the
                Closing;

            


    

    


    
      	 	
              (b)
                

            	
              By
                Buyer at any time prior to the Closing as expressly provided in this
                Agreement, or if any condition precedent to Buyer's obligations set
                forth
                in Section 10 has not been satisfied in full due to no fault of Buyer
                or
                breach by Buyer of this Agreement or previously waived by Seller
                in
                writing at or prior to the Closing;

            


    

    


    
      	 	
              (c)
                

            	
              By
                Seller at any time prior to the Closing as expressly provided in
                this
                Agreement, or if any condition precedent to Seller's obligations
                set forth
                in Section 11 has not been satisfied in full due to no fault or breach
                of
                this Agreement by Seller or previously waived by Buyer in writing
                at or
                prior to the Closing; or

            


    

    


    
      	
            	(d)	
              By
                either party if the Closing has not occurred due to no fault or breach
                by
                the terminating party on or before March 1,
                2006.

            


    

    


    
      	13.2.	
              Effect
                of Termination.
                In the event of the termination of this Agreement pursuant to the
                provisions of this Section (13), this Agreement shall become void
                and have
                no effect, and no party shall have any liability or further obligation
                to
                any other party to this Agreement, except that nothing herein shall
                relieve any party from liability for any breach of this
                Agreement.

            


    

    


    
      	13.3.	
              Remedies
                Cumulative.
                The remedies set forth in this Agreement are cumulative and not exclusive
                of any other legal or equitable remedy otherwise available to any
                party.

            


    

    


    
      	14.	
              INDEMNIFICATION.
                In
                addition to any other agreements on the part of the parties to indemnify
                each other as set forth in this Agreement, Buyer and Seller agree
                to the
                following indemnification
                provisions.

            


    

    


    
      	
              14.1.
                

            	
              Seller's
                Indemnification.
                Seller shall defend, indemnify and hold Buyer, and Buyer's successors,
                assigns, and agents, harmless from and against any and all loss,
                cost,
                damage, claim, liability, obligation, or expense, including, but
                not
                limited to, reasonable attorney fees and costs, in any way arising
                from or
                related to the Assets including: 

            


    

    


    
      	 	
              (a)
                

            	
              Seller's
                ownership or use of the Assets prior to the Closing Date;
                

            


    

    


    
      	 	
              (b)
                

            	
              The
                failure or falsity of any representation or warranty of Seller contained
                in this Agreement; or 

            


    

    


    
      	 	
              (c)
                

            	
              The
                failure by Seller to observe or perform any other covenant or agreement
                to
                be observed or performed by Seller under this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              14.2.
                

            	
              Buyer's
                Indemnification.
                Buyer shall defend, indemnify and hold Seller, and Seller's successors,
                assigns, and agents, harmless from and against any and all loss,
                cost,
                damage, claim, liability, obligation, or expense, including, but
                not
                limited to, reasonable attorney fees and costs, in any way arising
                from or
                related to Buyer's ownership or use of the Assets from and after
                the
                Closing Date. 

            


    

    


    
      	
              14.3.
                

            	
              Notice.
                If any claim is asserted against an indemnified party that would
                give rise
                to a claim of indemnity against the indemnifying party under the
                provisions of this Section (14), the indemnified party must notify
                the
                indemnifying party in writing, within a reasonable time, concerning
                such
                claim. Upon receiving such notice, the indemnifying party shall,
                at no
                expense to the indemnified party, defend the claim as set forth pursuant
                to the provisions of this Section
                (14).

            


    

    


    
      	
              14.4.

            	
              Survival
                of Indemnities.
                The mutual agreements to indemnify set forth in this Section (14)
                shall
                survive the Closing.

            


    

    


    
      	
              15.

            	
              ADDITIONAL
                DOCUMENTS.
                All parties agree to cooperate fully and execute any and all supplementary
                documents and to take all additional actions which may be necessary
                or
                appropriate to give full force and effect of this Agreement's terms.
                Seller and Buyer, at any time before or after the Closing, shall execute,
                acknowledge, and deliver any further assignments, conveyances, and
                other
                assurances, documents, and instruments of transfer reasonably requested
                by
                Buyer or Seller. Seller shall take any other actions consistent with
                the
                terms of this Agreement that may be reasonably requested by Buyer
                for the
                purposes of assigning, transferring, granting, conveying, and confirming
                to Buyer, or reducing to possession, any and all property and assets
                to be
                conveyed and transferred to Buyer pursuant to the terms of this Agreement.
                

            


    

    


    
      	
              16.
                

            	
              CONSTRUCTION
                OF AGREEMENT.
                Each party, having reviewed and discussed this Agreement thoroughly,
                agrees that any question of construction shall not be resolved by
                any rule
                of interpretation providing for interpretation against the drafting
                party,
                and that any ambiguity shall not be assumed by a court of competent
                jurisdiction to be construed for or against any specific party to
                this
                Agreement.

            


    

    


    
      	
              17.
                

            	
              ARMS'-LENGTH
                NEGOTIATION. This
                Agreement is the product of informed negotiations between parties
                of equal
                bargaining power, and may involve compromises of the parties' previously
                stated positions.

            


    

    


    
      	
              17.1.

            	
              THE
                PARTIES WARRANT THAT THEY HAVE READ THIS ENTIRE AGREEMENT, UNDERSTAND
                ALL
                OF ITS TERMS AND PROVISIONS, AND HAVE HAD OR WAIVED THE ADVICE OF
                INDEPENDENT COUNSEL AND SIGNED THE SAME VOLUNTARILY WITH FULL KNOWLEDGE
                OF
                ITS LEGAL SIGNIFICANCE AND WITH THE INTENT TO BE FULLY AND LEGALLY
                BOUND
                BY ITS TERMS.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              18.
                

            	
              WAIVER.
                No waiver of any provision of this Agreement, or the Schedules hereto,
                or
                of any rights or obligations of any party to them, shall be effective,
                except pursuant to a written instrument signed by the party or parties
                waiving compliance. Any such waiver shall be effective only in the
                specific instance and for the specific purpose so stated in such
                a written
                document. The failure of any party to this Agreement to seek redress
                for
                violation, or to insist on strict performance, of any covenant or
                condition of this Agreement, or the Schedules hereto, shall not prevent
                a
                subsequent act which would have constituted a violation from having
                the
                effect of an original violation.

            


    

    


    
      	
              19.
                

            	
              SUCCESSORS This
                Agreement and the Schedules hereto shall be binding upon and inure
                to the
                benefit of all successors and assigns of the parties, and likewise
                extend
                to all officers, directors, shareholders, agents, employees, and
                attorneys
                of each undersigned party.

            


    

    


    
      	
              19.1.

            	
              Assignment.
                The
                respective rights and obligations of the parties to this Agreement
                may not
                be assigned by any party without the prior written consent of the
                other,
                which consent may not be unreasonably withheld or delayed.
                

            


    

    


    
      	
              20.
                

            	
              JURISDICTION
                AND VENUE.
                The laws of the State of California shall govern the interpretation
                and
                application of this Agreement. In the event that any suit is brought
                arising out of or in connection with this Agreement, the parties
                irrevocably consent to the jurisdiction of, and agree that sole venue
                will
                lie in, the Superior Court of El Dorado County, California, or the
                United
                States Federal Court for the Eastern District of California. The
                parties
                further waive any objection to the venue of such a proceeding, and
                covenant and agree not to challenge the enforceability of this Agreement
                on that or any other basis.

            


    

    


    
      	
              21.
                

            	
              NOTICE.
                All notices and communication in connection with this Agreement shall
                be
                effective on the earlier of the date when received or on the third
                day
                following mailing by certified or registered mail, return receipt
                requested and delivered to the following
                addresses:

            


    

    


    Seller:  Sierra
      Precision Services LLC, Attention: Steve Brandon - Managing Member, 20
      Industrial Parkway; Carson City, Nevada 89706 USA.

    


    
      
        Buyer:  BluePoint
          Energy, Inc.,
          Attention: Guy Archbold - Chief Executive Officer, 1190 Suncast Lane, Suite
          2,
          El Dorado Hills, California 95762 USA. 

      

    

    


    
      	
              22.
                

            	
              INTEGRATION.
                This Agreement and the Schedules hereto constitute the entire written
                expression of the agreement between the parties with respect to the
                subject matter hereof, and supersede all prior discussions, agreements,
                and understandings, whether written or oral, among the parties with
                respect hereto. Each party acknowledges that (s)he (it) is not entering
                into this Agreement on the basis of any representations not contained
                within this document. 

            


    

    


    
      	
              22.1.

            	
              Modification.
                This Agreement may only be modified, amended, or otherwise altered
                by a
                written instrument mutually signed by all parties.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              23.

            	
              SEVERABILITY.
                If any provision or clause of this Agreement is held unenforceable
                by a
                court of competent jurisdiction, such a finding shall not impair
                the
                validity or enforceability of this Agreement's remaining
                provisions.

            


    

    


    
      	
              24.
                

            	
              AUTHORITY.
                All parties warrant and represent that they are authorized to enter
                into
                this Agreement on their own behalf and on behalf of their respective
                directors, officers, employees, agents, current or former subsidiaries,
                divisions, affiliates, predecessors-in-interest, successors-in-interest,
                assigns, and all persons or entities acting through or under any
                of them,
                and that they have the legal authority to bind such persons and entities
                to this Agreement's terms. The parties also represent and warrant
                that the
                person whose signature is affixed to this document on behalf of each
                respective party is authorized to sign this Agreement on behalf of
                the
                respective party and has the legal authority to so bind that
                party.

            


    

    


    
      	
              25.
                

            	
              COUNTERPARTS.
                This Agreement may be executed in several counterparts, each of which
                shall be deemed an original, but all of which shall constitute one
                and the
                same instrument.

            


    

    


    
      	26.	
              BREACH.
                The prevailing party in any action or proceeding to enforce the terms,
                covenants or conditions of this Agreement, or to confirm or enforce
                any
                judgment entered pursuant thereto, or to procure an adjudication
                or
                determination of the rights of the parties, shall be entitled to
                recover
                and be awarded its reasonable attorney fees and costs incurred in
                connection with such proceedings or efforts. This shall apply to
                any
                arbitration, trial, appeal, bankruptcy, or any other
                proceeding.

            


    

    


    
      	
              27.
                

            	
              TIME.
                Time shall be of the essence with respect to the obligations of the
                parties to this Agreement. Absent express language to the contrary,
                the
                term "days" as used in this Agreement shall mean calendar
                days.

            


    

    


    
      	
              28.

            	
              HEADINGS,
                GENDER, AND PLURALITY.
                All section headings contained in this Agreement are for convenience
                of
                reference only, do not form a part of this Agreement, and shall not
                affect
                in any way the meaning or interpretation of this Agreement. Wherever
                from
                the context it appears appropriate, each term stated in either the
                singular or the plural shall include the singular and the plural,
                and the
                pronouns stated in either the masculine, feminine, or the neuter
                gender
                shall include the masculine, the feminine and the
                neuter.

            


    

    


    
      	
              29.

            	
              JOINT
                REPRESENTATION.
                Buyer and Seller have requested TOCCHINI & ASSOCIATES PC ("Counsel"),
                whose attorneys drafted this Agreement, to jointly represent the
                parties
                with respect to the drafting of this Agreement. After consultation
                and
                full disclosure by Counsel, the parties have executed a written conflict
                waiver regarding Counsel's joint representation, a copy of which
                is
                attached and incorporated herein as Exhibit "E". Notwithstanding
                the
                foregoing:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      PARTIES WARRANT THAT THEY HAVE READ THIS ENTIRE AGREEMENT, UNDERSTAND ALL OF
      ITS
      TERMS AND PROVISIONS, AND HAVE HAD OR WAIVED THE ADVICE OF INDEPENDENT COUNSEL
      AND SIGNED THE SAME VOLUNTARILY WITH FULL KNOWLEDGE OF ITS LEGAL SIGNIFICANCE
      AND WITH THE INTENT TO BE FULLY AND LEGALLY BOUND BY ITS TERMS.

     

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

    


    


    
      	
              SELLER

            	
              BUYER

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:
                

            	
                
                /s/ Steve
                Brandon                                  
                

            	
              By:
                

            	
                
                /s/ Guy
                Archbold                                           
                

            
	
              Steve
                Brandon - Managing Member

            	
              Guy
                Archbold - Chief Executive Officer

            
	
              Sierra
                Precision Services LLC

            	
              Chapeau,
                Inc. d/b/a BluePoint Energy, Inc.

            


    

    


    


    


    


    


    


    


    


    


    


    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      "A"

    (Assets)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        

          
            	
                    Sierra
                      Precision Service Asset List.

                  
	
                    All
                      Sierra Precision Service computer related hardware and software,
                      including, but not limited to all monitors, operating systems,
                      licenses,
                      programs, data files, code, and accessories are included as
                      part of the
                      asset inventory.

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                     

                  
	
                    Description

                  	
                    Model
                      Number

                  	
                    Serial
                      Number

                  
	
                    Lifting
                      Equipment

                  	
                     

                  	
                     

                  
	
                    JBC
                      Telescoping fork lift

                  	
                    530B
                      HL

                  	
                    530B4584114

                  
	
                    Royal
                      18,000 Riggers Fork Lift

                  	
                    T180B

                  	
                    1088l191

                  
	
                    Hov-Air
                      Equipment Mover 8000lb

                  	
                    TR4
                      896

                  	
                    3102107

                  
	
                    Man
                      Lift Cage with fall protection

                  	
                    NA

                  	
                    NA

                  
	
                    Multi-ton
                      Electric Lift

                  	
                    SM20-130

                  	
                    0894677u02140

                  
	
                    SpanCo
                      Gantry Crain 5 ton

                  	
                    NA

                  	
                    NA

                  
	
                    Lift
                      Rite Pallet Jack 8000lb

                  	
                    NA

                  	
                    NA
                      

                  
	
                    Crown
                      Electric fork Lift

                  	
                    30500

                  	
                    20
                      MT

                  
	
                    4
                      Mohawk Lifts Sychronized 

                  	
                    Mp184724f

                  	
                    2453

                  
	
                    Shuttle
                      Lift 33000 lb travel crane

                  	
                    240799

                  	
                    SL15

                  
	
                    SpanCo
                      Jib Crane

                  	
                    2312400

                  	
                    10012121414

                  
	
                    Vestil
                      Loading dock leveler

                  	
                    FM
                      2072

                  	
                    NA

                  
	
                     

                  	
                     

                  	
                     

                  
	
                    Macnine
                      Shop

                  	
                     

                  	
                     

                  
	
                    Accurpress
                      250 ton 14 ft press brake

                  	
                    7025014

                  	
                    7481

                  
	
                    Accurpress
                      60 ton 6ft press brake

                  	
                    7606

                  	
                    7482

                  
	
                    Accurshear
                      1/4 x 14ft

                  	
                    625014

                  	
                    4502

                  
	
                    Accurpress
                      tooling

                  	
                    N/A

                  	
                    N/A

                  
	
                    Amada
                      turret press / Plasma with 6 M controller

                  	
                    Coma
                      567

                  	
                    67599

                  
	
                    Amada
                      Dust collector

                  	
                    4-168

                  	
                    502209

                  
	
                    Metalsoft
                      turret software

                  	
                    N/A

                  	
                    N/A

                  
	
                    Turret
                      tooling

                  	
                    N/A

                  	
                    N/A

                  
	
                    Amada
                      tooling grinder

                  	
                    N/A

                  	
                    N/A

                  
	
                    Chevalier
                      surface grinder

                  	
                    FSG
                      2A618

                  	
                    N/A

                  
	
                    Vertical
                      Mill

                  	
                     

                  	
                     

                  
	
                    6"
                      Swing Metal Lathe

                  	
                     

                  	
                     

                  
	
                    Vertical
                      mill and lathe tooling

                  	
                     

                  	
                     

                  
	
                    Hager
                      insertion hardware press

                  	
                    824

                  	
                    8PL
                      00575

                  
	
                    Ingersoll
                      Rand air compressor

                  	
                    SSR
                      EP30SE

                  	
                    JE7804U02204

                  
	
                    Ingersoll
                      Rand Air Dryer

                  	
                    TSI
                      50

                  	
                    DR10013030

                  
	
                    Trailer
                      100 cfm air compressor

                  	
                     

                  	
                     

                  
	
                    Installed
                      Jib Crane 1 ton & electric chain hoist

                  	
                    N/A

                  	
                    N/A

                  
	
                    Installed
                      Jib crane 2 ton & electric chain hoist

                  	
                    N/A

                  	
                    N/A

                  
	
                    Miller
                      Plasma Cutter Spectrom 

                  	
                    701

                  	
                    2
                      Ea

                  
	
                    Amada
                      notcher 

                  	
                    CS
                      220

                  	
                    N/A

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    Air
                      Compressor

                  	
                    Gardner-Denver

                  	
                     

                  
	
                    Lors
                      spot welder 75kva

                  	
                    175AP

                  	
                    9772199

                  
	
                    Standard
                      spot welder 75kva

                  	
                    AR3-36-75

                  	
                    2383

                  
	
                    Hyd
                      mech S20A horiz band saw

                  	
                    S
                      20A

                  	
                    11087199

                  
	
                    Miller
                      CP302 Mig wire feed welder 

                  	
                    CP302

                  	
                    LC292526

                  
	
                    Miller
                      CP302 Mig wire feed welder 

                  	
                    CP302

                  	
                    LC292515

                  
	
                    Miller
                      Tig welder

                  	
                    350
                      LX

                  	
                    348538

                  
	
                    Miller
                      Tig welder

                  	
                    Di-Arc
                      250

                  	
                    JF866798

                  
	
                    Miller
                      Delta weld 400 mig wire feed welder

                  	
                    450

                  	
                    JE771980

                  
	
                    Welding
                      wire inventory

                  	
                     

                  	
                     

                  
	
                    Air
                      Flow Systems air cleaner

                  	
                    T-140

                  	
                     

                  
	
                    Portable
                      welding smoke & air vacuum

                  	
                     

                  	
                     

                  
	
                    Welding
                      tables

                  	
                    N/A

                  	
                    N/A

                  
	
                    Welding
                      turntable

                  	
                     

                  	
                     

                  
	
                    Rotating
                      welding positioners and fixtures

                  	
                     

                  	
                     

                  
	
                    Gas
                      welding equipment

                  	
                     

                  	
                     

                  
	
                    Tumble
                      deburr barrel

                  	
                    N/A

                  	
                    N/A

                  
	
                    Barrel
                      deburr

                  	
                     

                  	
                     

                  
	
                    Burr
                      King belt abrater

                  	
                    760

                  	
                    N/A

                  
	
                    Cabinet
                      sand blaster

                  	
                     

                  	
                     

                  
	
                    Lown
                      60 inch 14ga roller

                  	
                    Model
                      B

                  	
                    N/A

                  
	
                    Cat
                      5000 lb forklift

                  	
                    GP25K

                  	
                    AT17B-85637

                  
	
                    Panel
                      Saw

                  	
                    H-5C

                  	
                    N/A

                  
	
                    Slip
                      Roller

                  	
                    SR-2024N

                  	
                    205006

                  
	
                    Wilton
                      Disc grinder

                  	
                    4400A

                  	
                    12120028

                  
	
                    Hypertherm
                      plasma cutter

                  	
                     

                  	
                     

                  
	
                    Hougan
                      magnetic base drill

                  	
                     

                  	
                     

                  
	
                    Misc
                      portable power tools

                  	
                     

                  	
                     

                  
	
                    Misc
                      work tables

                  	
                     

                  	
                     

                  
	
                    Clausing
                      Dual head drill press

                  	
                     

                  	
                     

                  
	
                    Floor
                      drill press

                  	
                     

                  	
                     

                  
	
                    Compaq
                      work stations 3x

                  	
                     

                  	
                     

                  
	
                    E
                      size copier

                  	
                     

                  	
                     

                  
	
                    E
                      size plotter

                  	
                     

                  	
                     

                  
	
                    Ricoh
                      laser network printer

                  	
                     

                  	
                     

                  
	
                    HP
                      7410 copier / fax

                  	
                     

                  	
                     

                  
	
                    Pallet
                      racking 5 sets 14ft

                  	
                     

                  	
                     

                  
	
                    Cantillever
                      racking 14ft ht

                  	
                     

                  	
                     

                  
	
                    Porta
                      cool blowers 6 ea

                  	
                     

                  	
                     

                  
	
                    Sound
                      meter

                  	
                     

                  	
                     

                  
	
                    1987
                      Ford 1 ton stake bed truck

                  	
                     

                  	
                     

                  
	
                    Digital
                      scales 6x

                  	
                     

                  	
                     

                  
	
                    Ceiling
                      sound dampening blankets 130 ea

                  	
                     

                  	
                     

                  
	
                    Inventory
                      metal

                  	
                     

                  	
                     

                  
	
                    Inventory
                      fasteners and hardware

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                     

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    Tools
                      and Equipment

                  	
                     

                  	
                     

                  
	
                    Trancell
                      Technology Floor Scale

                  	
                    T1-500

                  	
                    4UW53

                  
	
                    Toledo
                      Scale

                  	
                    4182A

                  	
                    7721790.7AC

                  
	
                    Ingersol
                      Rand Air Compressor

                  	
                    SSREP15

                  	
                    1x4677u02140

                  
	
                    Air
                      Dryer Pneumatech

                  	
                    AD50

                  	
                    0202T136937ST

                  
	
                    Pallet
                      Racking 180'

                  	
                    300

                  	
                    7536009

                  
	
                    Ridgid
                      Pipe Threader 

                  	
                    1224

                  	
                    EB13820F98

                  
	
                    Grrenlee
                      Pipe Bender

                  	
                    4"

                  	
                    NA

                  
	
                    Eagal
                      Flamabel Liquids Cabnet

                  	
                     

                  	
                     

                  
	
                    Tyrn
                      Pro Horizonal Saw

                  	
                    BS
                      250

                  	
                    204066

                  
	
                    Saw
                      Accessories

                  	
                     

                  	
                     

                  
	
                    Dayton
                      18" Verticle Ban Saw

                  	
                    4TK02

                  	
                    9901

                  
	
                    Edwards
                      Iron Worker 55 Ton

                  	
                    55-4

                  	
                    NA

                  
	
                    Wilton
                      Square Wheel Sander

                  	
                    72"

                  	
                    25876

                  
	
                    Grove
                      Lock

                  	
                    MOD
                      10-1007

                  	
                    G1003004

                  
	
                    Ridgid
                      Pipe Stands 10 Each 

                  	
                     

                  	
                     

                  
	
                    Ridgid
                      Roller Stands 2 each

                  	
                     

                  	
                     

                  
	
                    Miller
                      450

                  	
                    MD450

                  	
                    Je771980

                  
	
                    Miller
                      Matic Welder 250 

                  	
                    903603

                  	
                    KK265167

                  
	
                    Dayton
                      Drill Press 20"

                  	
                    6W281D

                  	
                    NA

                  
	
                    Spraytech
                      Airlless sprayer

                  	
                    SW419

                  	
                    NA

                  
	
                    Life
                      Pak Energency Difibulator 

                  	
                     

                  	
                     

                  
	
                    Dayton
                      Battery Changers 3 each

                  	
                     

                  	
                     

                  
	
                    Welding
                      Bechnes 3 each

                  	
                    Fabricated

                  	
                     

                  
	
                    Tool
                      Boxes 5 Each

                  	
                     

                  	
                     

                  
	
                    Pallet
                      Racking 180'

                  	
                    14x9'

                  	
                     

                  
	
                    Shelving
                      Units 10 each

                  	
                     

                  	
                     

                  
	
                    Lifing
                      Slings Misc

                  	
                     

                  	
                     

                  
	
                    Misc
                      Power tools

                  	
                     

                  	
                     

                  
	
                    Wrok
                      Becnches 8 each 

                  	
                     

                  	
                     

                  
	
                    Bebch
                      Vices 4 each 

                  	
                     

                  	
                     

                  
	
                    Ridgid
                      258 Pipe Cutter

                  	
                     

                  	
                     

                  
	
                    Victor
                      Troch Set

                  	
                     

                  	
                     

                  
	
                    Greenlee
                      Hydrolic Hole Punch Set

                  	
                     

                  	
                     

                  
	
                    Pipe
                      Wrenches

                  	
                     

                  	
                     

                  
	
                    Retractabel
                      Air Reels 5 each

                  	
                     

                  	
                     

                  
	
                    Wedling
                      Curtains

                  	
                     

                  	
                     

                  
	
                    Misc
                      Carts 

                  	
                     

                  	
                     

                  
	
                    Banding
                      Dispensor

                  	
                     

                  	
                     

                  
	
                    Robinair
                      CFC recovery 

                  	
                     

                  	
                     

                  
	
                    Mag
                      Drill

                  	
                     

                  	
                     

                  
	
                    Misc
                      Cutters

                  	
                     

                  	
                     

                  
	
                    Ridgid
                      Pipe Vice 2 each

                  	
                     

                  	
                     

                  
	
                    Goodway
                      Tube Bundle Cleaner

                  	
                    na

                  	
                    na

                  
	
                    Insturments
                      Multi Meter, Flow Meter etc.

                  	
                     

                  	
                     

                  
	
                    Miller
                      Spectrum 701

                  	
                    701

                  	
                    kk255962

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    Offcie
                      and Administrative Equipment

                  	
                     

                  	
                     

                  
	
                    5
                      Work Stations

                  	
                     

                  	
                     

                  
	
                    Copier/FAX

                  	
                     

                  	
                     

                  
	
                    Conference
                      Furnature

                  	
                     

                  	
                     

                  
	
                    Digital
                      Projector

                  	
                     

                  	
                     

                  
	
                    Break
                      room Equipment Coffee,Refrig,Tablle chairs

                  	
                     

                  	
                     

                  
	
                    Phone
                      system

                  	
                     

                  	
                     

                  
	
                    Computers

                  	
                     

                  	
                     

                  
	
                    Office
                      Suplies On Hand

                  	
                     

                  	
                     

                  
	
                    Laminator

                  	
                     

                  	
                     

                  
	
                    Brady
                      Label Machine and Software

                  	
                     

                  	
                     

                  
	
                    Brady
                      Wire Label Machines 2 each 

                  	
                     

                  	
                     

                  
	
                    Included
                      all computers, hard drives, installed files and associated
                      software

                  	
                     

                  
	
                    Zebra
                      Label Maker Z4M+

                  	
                     

                  	
                     

                  
	 	 	 
	
                    Inventory

                  	
                     

                  	
                     

                  
	
                    Steel
                      Skids 6

                  	
                     

                  	
                     

                  
	
                    2
                      30 to Thermax Chillers

                  	
                    LT
                      30

                  	
                     

                  
	
                    Pipe
                      Valve Fittings

                  	
                     

                  	
                     

                  
	
                    Electrical
                      Supplies

                  	
                     

                  	
                     

                  
	
                    Protection
                      Relay Equipment

                  	
                    3410

                  	
                     

                  
	
                    2
                      each sound atenuated enclosures

                  	
                     

                  	
                    NA

                  
	
                    Hardware
                      

                  	
                     

                  	
                     

                  
	
                    Test
                      Cell Cables

                  	
                     

                  	
                     

                  
	
                    Gas
                      Regulators 4 each

                  	
                     

                  	
                     

                  
	
                    SST
                      Hoses 35

                  	
                     

                  	
                     

                  
	
                    Electronics
                      Regulators, Tranducers, Cts

                  	
                     

                  	
                     

                  
	
                    24
                      Pumps Various Sizes 5 to 40 HP

                  	
                     

                  	
                     

                  
	
                    Heat
                      echangers Alpha Laval 7 each

                  	
                     

                  	
                    NA

                  
	
                    Engine
                      Related Parts Mixers/Hump Hoses Etc

                  	
                     

                  	
                     

                  
	
                    Generators
                      140 through 400KW Marathon 16 total

                  	
                     

                  	
                     

                  
	
                    Lithum
                      Bromide Refrigerant 10each 55 Gallon

                  	
                     

                  	
                     

                  
	
                    Expandables
                      Welding Supplies Abrasives Etc

                  	
                     

                  	
                     

                  
	
                    15
                      Each Generators 

                  	
                     

                  	
                     

                  


          

        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      "B" 

    (Assumed
      Liabilities)

    


    


    Buyer
      shall assume no obligations or liabilities whatsoever pursuant to or as a result
      of the transactions herein. 
      


      


      


      


      


      


      


       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      "C"

    (Bill
      of Sale)

     

    For
      good
      and valuable consideration, receipt of which is hereby acknowledged, Sierra
      Precision Systems LLC, a Nevada limited liability company ("Seller") has sold
      and assigned, and by this Bill of Sale does hereby grant, sell, assign, and
      transfer to Chapeau, Inc., a Utah corporation doing business as BluePoint
      Energy, Inc. ("Buyer") all of the following assets related to Seller's business
      located at 20
      Industrial Parkway; Mound House, Nevada 89706-7750 USA:

     

    
      	 	
              (a)

            	
              All
                of the equipment, inventories, intangible property, and other assets
                described on Exhibit "A" attached to this Bill of
                Sale.

            


    

    


    


    Sellers
      hereby covenant with and warrant to Buyer that Sellers are the lawful owners
      and
      have good and marketable title to all of the items being sold, transferred,
      and
      assigned to Buyer, and that Sellers' interest in all of those items is held
      free
      and clear of any mortgage, lien, or other encumbrance and is free from the
      rightful claims of others.

    


    


    


    


    
      	
              Dated:
                _____________________,
                2006

            	
              _____________________________

            
	 	
              Steve
                Brandon - Managing Member

            
	 	
              Sierra
                Precision Services LLC

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "A"

    (Settlement
      and Redemption Agreement) 
      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "B"

    (Promissory
      Note)

    


    


    PROMISSORY
      NOTE

    (Fixed
      Rate, Installment Payments)

    


    
      	
              $300,000.00
                

            	
              Place:

            	
              El
                Dorado Hills, California 

            
	 	
              Date:
                

            	
              January
                27, 2006

            


    

    


    


    FOR
      VALUE
      RECEIVED, CHAPEAU, INC., a Utah Corporation doing business as BLUEPOINT ENERGY,
      INC., ("Maker"), hereby promises to pay to SIERRA PRECISION SERVICES LLC, a
      Nevada limited liability company, ("Holder"), or order, at El Dorado Hills,
      Cali-fornia, the sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00)
      ("Principal"), plus interest at the rate of zero percent (0.00%) per
      annum
      from the
      date hereof. 

    


    
      	
              1.

            	
              PAYMENT.
                Maker shall pay the Principal to Holder in full by January 28, 2009
                ("Maturation Date"). Any unpaid Principal ("Unpaid Principal") at
                the
                Maturation Date shall be immediately due and
                payable.

            


    

    


    
      	
              2.

            	
              INTEREST
                ON UNPAID PRINCIPAL.
                Unpaid Principal shall bear interest from the Maturation Date until
                paid
                at the rate of ten percent (10.00%) per
                annum.

            


    

    


    
      	
              3.

            	
              ACCELERATION.
                Should Maker breach any condition or covenant of this Note, the whole
                sum
                of principal shall, at the election of Holder, become immediately
                due and
                payable. 

            


    

    


    
      	
              4.

            	
              ATTORNEYS'
                FEES.
                Whether or not suit is filed, Maker promises to pay all costs and
                reasonable attorneys' fees, costs of collection, and expenses incurred
                by
                Holder in connection with the enforcement or collection of this Note.
                Maker further agrees to pay all costs of suit, including reasonable
                attorneys' fees, in any action to enforce payment of this Note or
                any part
                of it. In the event any action is taken to interpret or enforce this
                Note,
                includ-ing litigation or arbitration, the prevailing party shall
                be
                entitled to recover from the non-prevailing party its reasonable
                expenses
                and costs, includ-ing reasonable attorneys' fees and post-judgment
                or
                post-decision enforcement, collection, and appeal expenses. The term
                "non-pre-vailing party" shall include a party filing a voluntary
                dismissal
                of an action.

            


    

    


    
      	
              5.

            	
              SECURITY.
                This note is secured by (check one or
                more):

            


    

    


    
      	
              _X
                _

            	
              unsecured;

            


    

    


    
      	
              ____

            	
              a
                security interest in all personal property assets of the Maker, including,
                without limitation, all assets of the Maker's business whether now
                owned
                or hereafter acquired, and the proceeds and products therefrom, including,
                without limitation, cash, accounts receivable, inventory, supplies,
                furniture, furnishings, fixtures, equipment, vehicles, tools, livestock,
                and all other tangible and intangible assets pursuant to a Security
                Agreement of even date executed by Maker in favor of Holder and the
                filing
                of a Form UCC-1 Financing Statement with the California Secretary
                of
                State; and / or

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              ____
                

            	
              a
                Deed of Trust of even date describing certain real property owned
                by Maker
                commonly known as
                __________________________.

            


    

    


    
      	
              6.
                

            	
              ADDITIONAL
                DOCUMENTS.
                All parties agree to cooperate fully and execute any and all supplementary
                documents and to take all additional actions, which may be necessary
                or
                appropriate to give full force and effect to this Note's
                terms.

            


    

    


    
      	
              7.
                

            	
              CONSTRUCTION.
                Each party, having reviewed and discussed this Note thoroughly, agrees
                that any question of construction shall not be resolved by any rule
                of
                interpretation providing for interpretation against the drafting
                party,
                and that any ambiguity shall not be assumed by a court of competent
                jurisdiction to be construed for or against any specific party to
                this
                Note.

            


    

    


    
      	
              8.
                

            	
              ARMS-LENGTH
                NEGOTIATION.
                This Note forms the basis for significant legal rights and obligations
                of
                the parties executing it. Each party executing this Note acknowledges
                by
                such execution that (s)he (it) has read this Note, been afforded
                the
                opportunity to seek legal counsel, and has either obtained separate
                legal
                representation or waived her (his) (its) right to do
                so.

            


    

    


    
      	
              9.
                

            	
              NO
                WAIVER.
                No waiver of any provision of this Note, or of any rights or obligations
                of any party to it, shall be effective, except pursuant to a written
                instrument signed by the party or parties waiving compliance. Any
                such
                waiver shall be effective only in the specific instance and for the
                specific purpose so stated in such a writing. The failure of any
                party to
                this Note to seek redress for violation, or to insist on strict
                performance, of any covenant or condition of this Note shall not
                prevent a
                subsequent act which would have constituted a violation from having
                the
                effect of an original violation.

            


    

    


    
      	
              10.
                

            	
              SUCCESSORS.
                This Note shall be binding upon and inure to the benefit of all successors
                and assigns of the parties, and likewise extends to all officers,
                directors, shareholders, agents, employees, and attorneys of each
                undersigned party.

            


    

    


    
      	
              11.
                

            	
              JURISDICTION
                AND VENUE.
                The laws of the State of California shall govern the interpretation
                and
                application of this Note. In the event that any suit is brought arising
                out of or in connection with this Note, the parties irrevocably consent
                to
                the jurisdiction of, and agree that sole venue will lie in, the Superior
                Court of El Dorado County, California, or the United States District
                Court
                for the Eastern District of California. The parties further waive
                any
                objection to the venue of such a proceeding, and covenant and agree
                not to
                challenge the enforceability of this Note on that or any other
                basis.

            


    

    


    
      	
              12.
                

            	
              NOTICES.
                All notices and communication in connection with this Note shall
                be mailed
                or otherwise delivered to the following
                addresses:

            


    

    


    Holder:  
      Sierra Precision Services LLC, Attention: Steve Brandon - Managing Member,
      20
      Industrial Parkway; Carson City, Nevada 89706 USA.

     

    
      
        Maker:
 
          BluePoint Energy, Inc., Attention: Guy Archbold - Chief Executive Officer,
          1190
          Suncast Lane, Suite 2, El Dorado Hills, California 95762 USA.


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              13.
                

            	
              INTEGRATION.
                This Note constitutes the entire written expression between the parties
                with respect to the subject matter hereof, and supersedes all prior
                discussions, agreements, and understandings, whether written or oral,
                among the parties with respect hereto.


            


    

    


    
      	
              13.1.

            	
              Modification.
                This Note may only be modified, amended, or otherwise altered by
                a written
                instrument mutually signed by all parties.


            


    

    


    
      	
              14.

            	
              SEVERABILITY.
                If any provision or clause of this Note is held unenforceable by
                a court
                of competent jurisdiction, such a finding shall not impair the validity
                or
                enforceability of this Note's remaining
                provisions.

            


    

    


    
      	
              15.
                

            	
              AUTHORITY.
                Maker warrants and represents that it is authorized to execute this
                Note
                on its own behalf and on behalf of its respective directors, officers,
                employees, agents, current or former subsidiaries, divisions, affiliates,
                predecessors-in-interest, successors-in-interest, assigns, and all
                persons
                or entities acting through or under any of them, and that they have
                the
                legal authority to bind such persons and entities to this Note's
                terms.
                Maker also represents and warrants that the person whose signature
                is
                affixed to this document on behalf of Maker is authorized to sign
                this
                Note on Maker's behalf and has the legal authority to so bind
                Maker.

            


    

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Note as of the date and
      year
      first above written.

    


    
      	 	
              MAKER:

            
	 	 
	 	 
	 	 
	 	
                
                /s/ Guy A.
                Archbold                                               
                

            
	 	
              Guy
                Archbold - Chief Executive Officer

            
	 	
              Chapeau,
                Inc. d/b/a BluePoint Energy, Inc.

            


    

    


    ACKNOWLEDGEMENT

    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              ss.

            
	
              County
                of El Dorado

            	
              )

            


    

    


    On
      this
      30th day of January, 2006, before me the undersigned, a Notary Public duly
      licensed as such in the State of California, personally appeared Guy Archbold,
      known or proven to me on the basis of satisfactory evidence to be the person(s)
      whose name(s) is (are) subscribed to the within and foregoing instrument, and
      acknowledged to me that (s)he (they) executed the same in her (his) (their)
      authorized capacity, and that by her (his) (their) signature(s) on the
      instrument the person(s), or the entity upon behalf of which the person(s)
      acted, executed the instrument.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    WITNESS,
      THEREFORE, my hand and official seal on the day and year last above
      written.

    


    


    
      	 	
                        
                /s/ Okay
                Onwuli                                                                               
                

            
	 	
              NOTARY
                PUBLIC IN AND FOR THE STATE OF CALIFORNIA

            
	 	
              Residing
                at: El Dorado County,
                California                                              
                

            
	 	
              Printed
                name: Okay
                Onwuli                                                                       
                

            
	 	
              My
                commission expires: Dec. 22,
                2009                                                    

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "C"

    (Certificate
      of Good Standing)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "D"

    (Unanimous
      Consent)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "E"

    (Conflict
      Waiver)