Employment Agreement with Jerry Swinford


    Exhibit
      10.7

     

    

      EXECUTIVE
        COMPENSATION AND

      RETENTION
        AGREEMENT

      


      THIS
        AGREEMENT ("Agreement"), by and between COIL TUBING TECHNOLOGY HOLDINGS,
        INC., a
        Nevada corporation, (referred to herein as the "Company"), and JERRY SWINFORD
        (referred to herein as "Swinford") is entered into this 1st day of July 2007
        (the “Effective Date"). In consideration of the mutual covenants set forth
        herein, the Company and Swinford hereby agree as follows:

      


      1. APPOINTMENT.
        The Company hereby agrees to appoint and retain Swinford as its President
        and
        Chief Executive Officer, and Swinford agrees to serve the Company, in the
        capacities described herein during the Period of Appointment (as defined
        in
        Section 2 of this Agreement), in accordance with the terms and conditions
        of
        this Agreement.

      


      2. PERIOD
        OF
        APPOINTMENT. The term “Period of Appointment” shall mean the period which
        commences on the Effective Date and, unless earlier terminated pursuant to
        Section 6, ends on December 31, 2008; provided, however, that the Period
        of
        Appointment may be extended for up to two additional years by Swinford. Each
        annual extension shall occur automatically unless Swinford provides the Company
        in writing that he will not be exercising the annual extension by December
        1 of
        each year prior to the to-be-extended year. For example, the Period of
        Appointment will automatically extend to December 31, 2009 unless Swinford
        provides notice that he will not be exercising the extension for 2009 on
        or
        before December 1, 2008.

      


      3. DUTIES
        DURING THE PERIOD OF APPOINTMENT.

      


      
        	 	
                a.

              	
                DUTIES.
                  During the Period of Appointment, Swinford shall be employed by
                  the
                  Company and serve as its “President and Chief Executive Officer.” In such
                  capacities, Swinford will perform such services as are customary
                  for a
                  president and chief executive officer. Nothing herein is intended
                  to
                  restrict the duties of Swinford or limit him from serving in such
                  other
                  executive officer positions as the Board of Directors deems appropriate.
                  

              


      

      


      
        	 	
                b.

              	
                SCOPE.
                  During the Period of Appointment, and excluding any periods of
                  vacation
                  and sick leave to which the office of President is entitled, Swinford
                  shall devote full time and attention to the affairs of the
                  Company.

              


      

      


      4. COMPENSATION
        AND OTHER PAYMENTS.

      


      
        	 	
                a.

              	
                ANNUAL
                  SALARY. Annual salary shall be set at $120,000.00 per annum payable
                  in
                  regular installments but in no event less often than monthly.
                  

              


      

      


      
        	 	
                b.

              	
                ANNUAL
                  INCREASES. If the Period of Appointment is extended beyond December
                  31,
                  2008 as provided in section 2 above, Swinford's annual salary will
                  be
                  increased in an amount to be determined by the Board of the Company
                  or a
                  Committee
                  of the Board of the Company, but in no event shall such increases
                  be in an
                  amount less than ten percent (10%).


              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	 	
                c.

              	
                BONUSES.
                  Swinford may participate in any and all bonus plans established
                  by the
                  Board or a Committee of the Board. 

              


      

      


      5. OTHER
        BENEFITS.

      


      
        	 	
                a.

              	
                INCENTIVE
                  & RETENTION SHARES. 

              


      

       

      
        	 	
                i.

              	
                RETENTION
                  SHARES. The Company will issue to Swinford one million (1,000,000)
                  shares
                  of its common stock contemporaneously with Swinford entering into
                  this
                  Agreement. 

              


      

       

      
        	 	
                ii.

              	
                INCENTIVE
                  SHARES. At the end of the initial Period of Appointment and the
                  end of
                  each subsequent year or, at Swinford's option, within thirty (30)
                  days
                  thereafter, the Company will issue to Swinford the number of shares
                  necessary to provide to Swinford five percent (5%) of the issued
                  and
                  outstanding common stock of the Company. As a result, on December
                  31, 2008
                  or, at Swinford's option, within 30 days thereafter, the Company
                  will
                  issue the number of shares necessary to provide Swinford five percent
                  (5%)
                  of the issued and outstanding common stock of the Company. Further,
                  if
                  Swinford elects to extend the Period of Appointment to December
                  31, 2009,
                  on December 31, 2009 or, at Swinford's option, within 30 days thereafter,
                  the Company will issue the number of shares necessary to provide
                  Swinford
                  an additional five percent (5%) of the issued and outstanding common
                  stock
                  of the Company. Similarly, if Swinford elects to extend the Period
                  of
                  Appointment to December 31, 2010, on December 31, 2010 or, at Swinford's
                  option, within 30 days thereafter, the Company will issue the number
                  of
                  shares necessary to provide Swinford an additional five percent
                  (5%) of
                  the issued and outstanding common stock of the Company. Such shares
                  will
                  be subject to any and all restrictions appropriate or necessary
                  to comply
                  with state or federal registration requirements.
                  

              


      

       

      


      
        	 	
                b.

              	
                REGULAR
                  REIMBURSED BUSINESS EXPENSES. The Company shall promptly reimburse
                  Swinford for all expenses and disbursements reasonably incurred
                  by
                  Swinford in the performance of his duties hereunder during the
                  Period of
                  Appointment.

              


      

      


      
        	 	
                c.

              	
                BENEFIT
                  PLANS. Swinford and his eligible family members shall be entitled
                  to
                  participate immediately (except for any Company plan which includes
                  or
                  requires a waiting period, in which event Swinford shall be entitled
                  to
                  participate as soon as he is eligible under the terms of such plan),
                  on
                  terms no less favorable to Swinford than the terms offered to other
                  employees, in any group and/or executive life, hospitalization
                  or
                  disability insurance plan, health program, vacation policy, pension,
                  profit sharing, ESOP, 401(k) and similar benefit plans (qualified,
                  non-qualified and supplemental) or other fringe benefits that may
                  be
                  offered by the Company as approved by the Board of Directors from
                  time to
                  time.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	 	
                d.

              	
                HEALTH
                  INSURANCE. The Company shall provide Swinford and his wife, whether
                  or not
                  he remains employed by the Company, health insurance until at least
                  December 31, 2010.

              


      

      


      
        	 	
                e.

              	
                PERQUISITES.
                  The Company shall provide Swinford at least such perquisites as
                  are
                  commonly provided to other executives of the Company and are commiserate
                  with his Appointment.

              


      

      


      6. TERMINATION.

      


      
        	 	
                a.

              	
                GENERAL.
                  Swinford's employment hereunder shall commence on the Effective
                  Date and
                  continue until the end of the term specified in section 2 above,
                  except
                  that the employment of Swinford hereunder shall terminate prior
                  to such
                  time in accordance with the
                  following:

              


      

      


      
        	 	
                i.

              	
                DEATH
                  OR DISABILITY. Upon Swinford’s death during the term of his employment
                  hereunder or, at the option of the Company, in the event of Swinford’s
                  disability, upon thirty (30) days notice to
                  Swinford.

              


      

       

      
        	 	
                ii.

              	
                FOR
                  CAUSE. For “Cause” immediately upon written notice by the Company to
                  Swinford. A termination for Cause shall mean:


              


      

       

      
        	 	
                (1)

              	
                the
                  commission of an intentional act of dishonesty, fraud, misrepresentation,
                  misappropriation, or embezzlement by Swinford which has a material
                  detrimental impact on the Company;

              


      

       

      
        	 	
                (2)

              	
                Swinford’s
                  unauthorized use or disclosure of any Confidential Information
                  or trade
                  secrets of the Company which has a material detrimental impact
                  on the
                  Company;

              


      

       

      
        	 	
                (3)

              	
                a
                  significant violation by Swinford of a law or regulation applicable
                  to the
                  Company’s business, which has a material detrimental impact on the Company
                  and which the Board of the Company reasonably determines does or
                  is
                  reasonably likely to cause material injury to the Company;
                  

              


      

       

      
        	 	
                (4)

              	
                Swinford’s
                  indictment of, or conviction of, or plea of nolo
                  contendere
                  or
                  guilty to a felony or any other crime which involves moral
                  turpitude;

              


      

       

      
        	 	
                (5)

              	
                Swinford’s
                  continued failure, in the reasonable discretion of the Board, to
                  perform
                  the principal duties, functions and responsibilities of his position
                  (other than any such failure resulting from Swinford’s disability) or to
                  follow the directives of the Board after written notice from the
                  Company
                  identifying the deficiencies
                  in performance and a reasonable cure period of not less than thirty
                  (30)
                  days of any breach capable of cure; gross negligence or willful
                  misconduct
                  in the performance of Swinford’s duties;
                  or

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      
        	 	
                (6)

              	
                a
                  material and willful breach of Swinford’s fiduciary duties to the Company.
                  

              


      

      


      
        	 	
                iii.

              	
                WITHOUT
                  CAUSE. Without Cause upon thirty (30) days written notice by the
                  Board of
                  Directors to Swinford or upon Swinford to the Board of Directors.
                  If
                  Swinford terminates the Agreement for any reason, he shall have
                  no
                  liability to the Company or its subsidiaries or affiliates as a
                  result
                  thereof. 

              


      

      


      
        	 	
                iv.

              	
                CONSTRUCTIVE
                  TERMINATION. Upon Swinford’s Constructive Termination. Constructive
                  Termination of Swinford’s employment with the Company will be deemed to
                  have occurred if Swinford terminates his employment with the Company
                  within six (6) months following the date on which:
                  

              


      

       

      
        	 	
                (1)

              	
                the
                  Company demotes Swinford to a lesser position, either in title
                  or
                  responsibility; 

              


      

       

      
        	 	
                (2)

              	
                the
                  Company decreases Swinford’s pay below the highest level in effect at any
                  time Swinford’s employment with the Company or reduces Swinford’s benefits
                  below the levels in effect during Swinford’s employment with the Company
                  (other than as a result of any amendment or termination of any
                  group or
                  other executive benefit plan, which amendment or termination is
                  applicable
                  to all executives of the Company or any inadvertent reduction in
                  benefits
                  that Company cures within thirty (30) days after receiving written
                  notice
                  of such reduction);

              


      

       

      
        	 	
                (3)

              	
                the
                  Company requires Swinford to relocate to a principal place of business
                  more than fifty (50) miles from the principal place of business
                  occupied
                  by Company as of the date hereof; 

              


      

       

      
        	 	
                (4)

              	
                the
                  Company is subject to a Change in Control, unless Swinford accepts
                  an
                  appointment or employment with a successor to the Company; or
                  

              


      

       

      
        	 	
                (5)

              	
                the
                  Company breaches any material term of this Agreement which is not
                  cured by
                  the Company within ten (10) days after receiving written notice
                  of such
                  breach.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	 	
                b.

              	
                
                   OBLIGATIONS
                    OF THE COMPANY UPON TERMINATION. The following provisions describe
                    the
                    obligations of the Company to Swinford under this Agreement upon
                    termination of his Appointment. However, except as explicitly
                    provided in
                    this Agreement, nothing in this Agreement shall limit or otherwise
                    adversely affect any rights which Swinford may have under applicable
                    law,
                    under any other agreement with the Company, or under any compensation
                    or
                    benefit plan, program, policy or practice of the
                    Company.

                

              


      

       

      
        	 	
                i.

              	
                TERMINATION
                  BY THE COMPANY FOR CAUSE OR RESIGNATION WITHOUT CAUSE. In the event
                  this
                  Agreement terminates by reason of the Company’s termination of Swinford’s
                  Appointment as President and Chief Executive Officer of the Company
                  for
                  Cause or because of Swinford’s resignation Without Cause, the Company
                  shall:

              


      

       

      
        	 	
                (1)

              	
                Pay
                  to Swinford within ten (10) days any amount of Compensation (as
                  enumerated
                  in section 4 above) earned but not yet
                  paid;

              


      

       

      
        	 	
                (2)

              	
                Provide
                  Swinford’s health insurance as obligated in section 5(d) above, until
                  December 31, 2010; and 

              


      

       

      
        	 	
                (3)

              	
                If
                  such termination occurs during the initial term of the Period of
                  Appointment, issue to Swinford the Incentive Shares provided for
                  in
                  section 5 above. 

              


      

       

      
        	 	
                ii.

              	
                TERMINATION
                  BY THE COMPANY WITHOUT CAUSE, OR CONSTRUCTIVE TERMINATION. In the
                  event
                  this Agreement terminates by reason of the Company’s termination of
                  Swinford’s Appointment as President and Chief Executive Officer of the
                  Company Without Cause or Swinford is Constructively Terminated,
                  the
                  Company shall:

              


      

       

      
        	 	
                (1)

              	
                Pay
                  to Swinford in a lump sum within ten (10) days the remaining amount
                  of
                  Compensation provided for in section 4 above through December 31,
                  2010
                  including any minimum annual increases and bonuses and an additional
                  one
                  hundred thousand dollars
                  ($100,000);

              


      

       

      
        	 	
                (2)

              	
                Provide
                  Swinford’s health insurance as obligated in section 5(d) above, until
                  December 31, 2010; and

              


      

       

      
        	 	
                (3)

              	
                Issue
                  to Swinford the Incentive Shares provided for in section 5 above
                  for any
                  periods (2008, 2009 or 2010) on December 31 (or at Swinford’s election,
                  within thirty (30) days thereafter) the appropriate number of shares
                  for
                  such period.

              


      

       

      
        	 	
                iii.

              	
                TERMINATION
                  BY DEATH OR DISABILITY OR SWINFORD’S TERMINATION FOR CAUSE. In the event
                  this Agreement terminates by reason of Swinford’s Death or Disability or
                  because of Swinford’s resignation For Cause, the Company
                  shall:

              


      

       

      
        	 	
                (1)

              	
                Pay
                  to Swinford within ten (10) days any amount of Compensation (as
                  enumerated
                  in section 4 above) earned but not yet
                  paid;

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	 	
                (2)

              	
                Provide
                  Swinford’s health insurance as obligated in section 5(d) above, until
                  December 31, 2010; and

              


      

       

      
        	 	
                (3)

              	
                Issue
                  to Swinford the Incentive Shares provided for in section 5 above
                  for any
                  periods (2008, 2009 or 2010) on December 31 (or at Swinford’s election,
                  within thirty (30) days thereafter) the appropriate number of shares
                  for
                  such period.

              


      

       

      
        	 	
                c.

              	
                MITIGATION.
                  In no event shall Swinford be obligated to seek another appointment
                  or
                  employment or take any other action by way of mitigation of the
                  amounts
                  payable to the Swinford under any of the provisions of this Agreement.
                  Any
                  severance benefits payable to Swinford shall not be subject to
                  reduction
                  for any compensation received from another appointment or
                  employment.

              


      

       

      7. INDEMNIFICATION.
        To the extent practical, the Company shall maintain, for the benefit of Swinford
        and other executives directors and/or officers liability insurance. In addition,
        Swinford shall be indemnified by the Company against liability as an officer
        and
        President and Chief Executive Officer of the Company and any subsidiary or
        affiliate of the Company to the maximum extent permitted by applicable law.
        Swinford’s rights under this Section shall continue so long as he may be subject
        to such liability, whether or not this Agreement may have
        terminated.

       

      8. INVENTIONS;
        ROYALTY FREE LICENSE. 

       

      
        	 	
                a.

              	
                INVENTIONS
                  DEFINED. “Inventions” includes all rights to discoveries, inventions,
                  improvements, designs and innovations (including all data and records
                  pertaining thereto) that relate to the business of the Company,
                  whether or
                  not patentable, copyrightable or reduced to writing, that Swinford
                  may
                  discover, invent or originate during the term of his employment
                  hereunder,
                  either alone or with others and whether or not during working hours
                  or by
                  use of the facilities of the
                  Company.

              


      

       

      
        	 	
                b.

              	
                SWINFORD
                  TO RETAIN RIGHTS. Swinford is to retain or maintain any and all
                  rights to
                  Inventions.

              


      

       

      
        	 	
                c.

              	
                COMPANY
                  TO LICENSE. Swinford will grant to the Company a license on substantially
                  the terms of the licensing agreement attached hereto as Exhibit
                  A.

              


      

       

      
        	 	
                d.

              	
                WAIVER
                  OF ROYALTIES. Throughout his Appointment under this Agreement,
                  Swinford
                  will waive any and all royalties due to him by the Company under
                  a Waiver
                  of Royalties Agreement on substantially the terms of the agreement
                  attached hereto as Exhibit B.

              


      

       

      9. CONFIDENTIAL
        INFORMATION. 

       

      
        	 	
                a.

              	
                ACKNOWLEDGMENT
                  OF PROPRIETARY INTEREST. Swinford agrees that all Confidential
                  Information
                  learned by him during his employment with the Company, whether
                  developed
                  by Swinford or in conjunction with others or otherwise, is and
                  shall
                  remain the exclusive property of the Company.


              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                b.

              	
                CONFIDENTIAL
                  INFORMATION DEFINED. “Confidential Information” means all confidential and
                  proprietary information of the Company, to the extent such property
                  is the
                  property of the Company and not the property of Swinford or another,
                  and that is not otherwise publicly available. “Confidential Information”
                  does not include the “Inventions” referenced in section 8. Without limited
                  the foregoing, Confidential Information includes the
                  following:

              


      

       

      
        	 	
                i.

              	
                Information
                  derived from reports, investigations, experiments, research and
                  work in
                  progress, 

              


      

       

      
        	 	
                ii.

              	
                Methods
                  of operation,

              


      

       

      
        	 	
                iii.

              	
                Marketing
                  data,

              


      

       

      
        	 	
                iv.

              	
                Proprietary
                  computer programs and codes,

              


      

       

      
        	 	
                v.

              	
                Drawings
                  designs, plans and proposals,

              


      

       

      
        	 	
                vi.

              	
                Marketing
                  and sales programs,

              


      

       

      
        	 	
                vii.

              	
                Client
                  lists,

              


      

       

      
        	 	
                viii.

              	
                Historical
                  financial information and financial projections,
                  

              


      

       

      
        	 	
                ix.

              	
                Pricing
                  formulae and policies,

              


      

       

      
        	 	
                x.

              	
                All
                  other concepts, ideas, materials and information prepared or performed
                  for
                  or by the Company, and

              


      

       

      
        	 	
                xi.

              	
                All
                  information related to the business, products, purchases or sales
                  of the
                  Company and any of its suppliers and
                  customers.

              


      

       

      
        	 	
                c.

              	
                COVENANT
                  NOT TO DIVULGE CONFIDENTIAL INFORMATION. The Company is entitled
                  to
                  prevent the disclosure of Confidential Information. The Company
                  agrees to
                  and will provide Confidential Information to Swinford at the inception
                  of
                  his employment and Swinford acknowledges and agrees that, during
                  the
                  course of his employment he will be exposed to, have access to,
                  and gain
                  knowledge of Confidential Information. As a portion of the consideration
                  for the employment of Swinford and for the compensation being paid
                  to him
                  hereunder and thereafter to hold in strict confidence and not to
                  disclose
                  or allow to be disclosed or made available to any person, firm
                  or
                  corporation, other than to his professional advisors (who have
                  the
                  obligation to maintain the confidentiality of such information)
                  and to
                  persons engaged by the Company to further the business of the Company,
                  and
                  not to use except in the pursuit of the business of the Company,
                  the
                  Confidential Information, without the prior written consent of
                  the
                  Company.

              


      

       

      
        	 	
                d.

              	
                RETURN
                  OF MATERIALS. In the event of any termination or cessation of his
                  employment with the Company for any reason, or request by the Company
                  at
                  anytime, Swinford shall promptly deliver to the Company all documents,
                  data and other information derived from or otherwise pertaining
                  to
                  Confidential Information. Swinford shall not take or retain any
                  documents
                  or other information, or any reproduction or excerpt thereof, containing
                  or pertaining to any Confidential
                  Information.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      10. GENERAL

       

      
        	 	
                a.

              	
                NOTICES.
                  All notices and other communications hereunder shall be in writing
                  or by
                  written telecommunication, and shall be deemed to have been duly
                  given
                  upon
                  delivery if delivered personally or via written telecommunication,
                  or five
                  days after mailing if mailed by certified mail, return receipt
                  requested
                  or by written telecommunication, to the relevant address set forth
                  below,
                  or to such other address as either of the parties shall have furnished
                  to
                  the other in writing in accordance
                  herewith:

              


      

       


       

      
        	If to the Company,
                addressed
                to:	 

                
                  If
                  to the Jerry Swinford addressed to:

              
	
                Coil
                  Tubing Technology Holdings, Inc.

                19511
                  Wied Road, Suite E

                Spring,
                  TX 77388 

              	Jerry
                Swinford 
                19511
                  Wied Road, Suite E

                Spring,
                  TX 77388 

              


      

       

      Notice
        and communications shall be effective when actually received by the
        addressee.

      


      
        	 	
                b.

              	
                WITHHOLDING.
                  All payments required to be made to Swinford by the Company under
                  this
                  Agreement shall be subject to withholding, at the time payments
                  are
                  actually made to Swinford and received by him, of such amounts,
                  if any,
                  relating to federal, state and local taxes as may required by
                  law.

              


      

       

      
        	 	
                c.

              	
                TAXES.
                  In the event that the aggregate of all payments or benefits made
                  or
                  provided to, or that may be made or provided to, Swinford under
                  this
                  Agreement and under all other plans, programs and arrangements
                  of the
                  Company (the "Aggregate Payment") are determined to constitute
                  a
                  "parachute payment" or some other category of payment which results
                  in
                  special tax treatment, Swinford and the Company shall cooperate
                  with each
                  other in connection with any proceeding or claim relating to the
                  existence
                  or amount of liability for the payment, and all expenses incurred
                  by
                  Swinford in connection therewith shall be paid by the Company promptly
                  upon notice of demand from
                  Swinford.

              


      

       

      
        	 	
                d.

              	
                REIMBURSEMENT
                  OF LEGAL EXPENSES. In the event that Swinford is successful, whether
                  in
                  mediation, arbitration or litigation, in pursuing any claim or
                  dispute
                  involving Swinford’s Appointment with the Company, including any claim or
                  dispute relating to (a) this Agreement, (b) termination of Swinford’s
                  Appointment with the Company or (c) the failure or refusal of the
                  Company
                  to perform fully in accordance with the terms hereof, the Company
                  shall
                  promptly reimburse Swinford for all costs and expenses (including,
                  without
                  limitation, attorneys' fees) relating solely, or allocable, to
                  such
                  successful claim. 

              


      

       

      
        	 	
                e.

              	
                LAW
                  GOVERNING. This Agreement shall be governed under the laws of the
                  State of
                  Texas. 

              


      

       

      
        	 	
                f.

              	
                SEVERABILITY.
                  If any provision hereof is held invalid or unenforceable by a court
                  of
                  competent jurisdiction, such invalidity shall not affect the validity
                  or
                  operation of any other provision and such invalid provision shall
                  be
                  deemed to be severed from the
                  Agreement.

              


      

       

      
        	 	
                g.

              	
                WAIVERS.
                  No delay or omission by either party in exercising any right, power
                  or
                  privilege hereunder shall impair such right, power or privilege,
                  nor shall
                  any single or partial exercise such right, power or privilege preclude
                  any
                  further exercise thereof or the exercise of any other right, power
                  or
                  privilege.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	 	
                h.

              	
                COUNTERPARTS.
                  This Agreement may be executed in multiple counterparts, each of
                  which
                  shall be deemed an original, and all of which together shall constitute
                  one and the same document.

              


      

       

      
        	 	
                i.

              	
                CAPTIONS.
                  The captions in this Agreement are for convenience of reference
                  only and
                  shall not limit or otherwise affect any of the terms of provisions
                  hereof.
                  

              


      

       

      
        	 	
                j.

              	
                REFERENCE
                  TO AGREEMENT. Use of the words “herein, “hereof,” “hereto,” “hereunder”
                  and the like in this Agreement refer to this Agreement only as
                  a whole and
                  not to any particular section or subsection of this Agreement,
                  unless
                  otherwise noted.

              


      

       

      
        	 	
                k.

              	
                SUCCESSORS.
                  This Agreement shall be binding on and shall inure to the benefit
                  of the
                  parties hereto, their heirs, administrators, successors, and
                  assigns.

              


      

       

      
        	 	
                l.

              	
                ASSIGNABILITY.
                  This Agreement and the rights and obligations thereunder may not
                  be
                  assigned by any act of either party or by operation of law without
                  the
                  prior written consent of each party. However, the Company may fulfill
                  its
                  obligation to compensate Swinford through one or more of its wholly
                  owned
                  subsidiaires. 

              


      

       

      
        	 	
                m.

              	
                GENDER
                  AND NUMBER. The masculine gender shall be deemed to denote the
                  feminine or
                  neuter genders, the singular to denote the plural, and the plural
                  to
                  denote the singular, where the context so permits.
                  

              


      

       

      


       

      


      
        	 

                COIL
                  TUBING TECHNOLOGY HOLDINGS,
                  INC. 

              	JERRY SWINFORD
	 

                By:
                  /s/
                  Jerry Swinford

                Jerry
                  Swinford, President and Chief Executive Officer 

              	 

                By:
                  /s/
                  Jerry Swinford

                Jerry
                  Swinford

              


      

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


     

     

    LICENSING
      AGREEMENT

     

    This
      Agreement is made and entered into this 1st day
      of
      July, 2007, by and between Jerry L. Swinford ("GRANTOR"), a natural person
      residing in Houston, Harris County Texas, and Coil Tubing Technology Holdings,
      Inc. (“GRANTEE”), a Nevada corporation with a mailing address of 19511 Wied
      Road, Suite E, Spring, Texas 77388.

    


    Whereas,
      GRANTOR
      has invented, designed, and built a device and method for inducing relative
      rotation in a remote location of an upper portion and a lower portion in
      response to relative axial movement (the Subterranean Rotation-Inducing Device
      and Method). GRANTOR has invented and designed various devices and methods
      which
      utilize similar techniques and are intended to serve similar or related
      functions. Furthermore, GRANTOR has invested and designed various other devices
      and methods, and anticipates inventing and designing various other devices
      and
      methods, which can be utilized by GRANTEE or its subsidiaries, but which may
      or
      may not utilize techniques similar to the Subterranean Rotation-Inducing Device
      and Method. Some, but not all, of such devices have been built (as prototypes)
      and have or will be tested. The Parties intend for all such devises and methods,
      including devises and methods developed, invented or designed while GRANTOR
      is
      employed by GRANTEE or its subsidiaries, to be provided for an governed by
      this
      Licensing Agreement. Thus, collectively, all such devices and methods described
      above are referred to herein as the “Invention.”

    


    Whereas,
      GRANTOR
      filed a United States Patent Application, Serial Number 08/471,774, for the
      device and method known as "Subterranean Rotation-Inducing Device and Method"
      on
      June 6, 1995. The United State Patent and Trademark Office granted a Patent
      on
      such Application by issuance of Patent Number 5,584,342. GRANTOR has also filed
      provisional patent application 60/787,906 and and a non-provisional patent
      application filing 11/693,568 for certain jet powered down hold driven tools.
      GRANTOR anticipates that such additional devices and methods referred to above,
      will require prosecution of U.S. and/or international Patent Applications.
      Collectively, Patent Number 5,584,342 and provisional patent  application
      60/787,906 and patent application 11/693,568 and any and all additional Patent
      Applications or Letters of Patent are referred to herein as the
“Application.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Whereas,
      GRANTEE
      is desirous of obtaining and GRANTOR is willing to grant an exclusive license
      to
      manufacture, use, sell, rent, and otherwise similarly exploit GRANTOR'S interest
      in the Invention, the Application, and any and all Letters Patent of the United
      States or other jurisdiction which may be granted therefor.

    


    NOW,
      THEREFORE, in consideration of the payment by each party to the other of the
      sum
      of One Dollar ($1.00) and other good and valuable consideration, the receipt
      of
      which is hereby acknowledged, and in consideration of the covenants and
      obligations hereinafter set forth to be well and truly performed, the Parties
      hereby agree as follows:

    


    I.
      DEFINITIONS

     

    1.01 
      "Sold,"
      "sales," and "sell" shall include sales, rentals, leases, transfers,
      consignments, and the like as well as any other commercial exploitation of
      the
      subject Invention Property Products. One example of such other commercial
      exploitation is the use of the Invention Property Products without directly
      charging for the Invention Property Products, but charging for services or
      other
      equipment related to the same job or the same customer.

     

    1.02 
      The
      "Invention Property" is the Invention, the Application, and any and all Letters
      Patent of the United States or other jurisdiction which may be granted therefor
      as well as all reissues, divisionals, continuations, extensions and renewals
      thereof.

     

    1.03
      "Invention Property Products" shall mean the devices, methods, improvements
      to
      known devices, or improvements to known methods that incorporate the
      Invention.

     

    1.04 An
      "Affiliate" is (1) any entity in which GRANTEE or any of its stockholders,
      directors, or officers has a direct or indirect ownership interest (other than
      insubstantial interests in publicly held companies) or (2) any entity which
      directly or indirectly through one or more intermediaries, control, is
      controlled by, or is under common control with GRANTEE.

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    II.
      LICENSE GRANT

     

    2.01 
      GRANTOR
      hereby grants to GRANTEE the sole and exclusive right and license to
      manufacture, use, sell, and otherwise similarly exploit the Invention Property
      until the expiration of the Invention Property or any reissue thereof unless
      sooner terminated in accordance with any provision hereof.

    


    III.
      ROYALTIES

     

    3.01
      As
      compensation and as royalties for the transfer of rights in the Invention
      Property including the disclosure of information not currently available to
      the
      public, and the know-how and trade secrets associated with the Invention,
      GRANTEE agrees to pay GRANTOR as follows:

    
      	
              a.

            	 	
              A
                Royalty of ten percent (10%) of the gross receipts derived by GRANTEE
                from
                all sales of Invention Property
                Products.

            


    

    
      	
              b.

            	 	
              In
                no event shall the amount of the Royalty referred to in paragraph
“a” be
                less than $100,000 per year for each devise or method invented, designed
                or built for which no Letter of Patent has been issued by the United
                States or other jurisdiction.

            


    

    
      	
              c.

            	 	
              In
                no event shall the amount of the Royalty referred to in paragraph
“a” be
                less than $200,000 per year for each devise or method invented, designed
                or built for which a Letter of Patent has
                been
                issued by the United States or other
                jurisdiction.

            


    

    
      	
              d.

            	 	
              The
                minimum annual royalties described in paragraphs “b” and “c” above are
                measured at the end of each year, the year beginning on the anniversary
                of
                the Effective Date of this Agreement.


            


    

    
      	
              e.

            	 	
              Furthermore,
                the minimum annual royalties described in paragraphs “b” and “c” shall be
                prorated in any year in which Letters of Patent issue.
                

            


    

    


    3.02
      GRANTEE shall pay interest to GRANTOR upon any and all amounts of royalties
      that
      are at any time overdue and payable to GRANTOR at the maximum legal interest
      rate permitted under Texas law. This provision does not constitute a waiver
      or
      authorization for late payment or, in any way, negate GRANTOR's right to
      terminate the agreement for non-performance by GRANTEE.

     

    3.03
      Anything herein to the contrary notwithstanding, royalties with respect to
      all
      sales, transfers or consignments made by GRANTEE to an Affiliate (as herein
      defined) or to any purchaser which
      does not otherwise deal at arms-length with it, shall be computed on an amount
      equal to the price at which GRANTEE, at the time of such sales, transfers or
      consignments, would invoice the same or similar items to purchasers dealing
      at
      arms-length with GRANTEE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    3.04
      Anything herein to the contrary notwithstanding, royalties with respect to
      all
      sales, transfers or consignments made by GRANTEE that amounts to other
      commercial exploitation of the Invention Property Products wherein the gross
      receipts or any portion thereof are not directly attributable to the Invention
      Property Products shall be computed on an amount equal to the price at which
      GRANTEE, at the time of such sales, transfers or consignments, would invoice
      the
      same or similar items.

     

    3.05
      GRANTEE shall have the right to conduct sales and services through a subsidiary
      or related entity provided that each of GRANTEE and such subsidiary or related
      entity shall be jointly and severally responsible for the payment of royalties
      and for other obligations under this Agreement, and the gross selling price
      subject to royalty shall be deemed the price at which Invention Property
      Products are sold or resold by GRANTEE or by its subsidiary or related company,
      whichever be the highest.

     

    3.06
      GRANTEE agrees to pay GRANTOR the full royalty set forth in paragraph 3.01
      for
      as long as the license is in effect.

     

    3.07
      GRANTEE agrees to use good faith and fair dealing in all dealings with GRANTOR.
      This good faith requirement includes the covenant to use fair market value
      in
      all sales and in calculating all royalties.

     

    3.08
      On
      Invention Property Products sold by another (not including Affiliates of
      GRANTEE), royalties are calculated and reported on Invention Property Products
      with the same conditions as if sold by GRANTEE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IV.
      TIME FOR ROYALTY PAYMENTS; ACCOUNTING RECORDS;
      EXAMINATION


    4.01
      GRANTEE agrees to keep complete and correct account of the number of Invention
      Property Products which have been sold, and the number of Invention Property
      Products which have been ordered and manufactured, and also showing invoice
      number, customer name and address, gross selling price for each Invention
      Property Products sold, the total Gross Sales, and the amount of royalty
      due.

     

    4.02
      Where GRANTEE contracts with another for the manufacture of Invention Property
      Products, GRANTEE agrees to require the manufacturer to keep complete and
      correct account of the number of Invention Property Products which have been
      ordered and manufactured, and also showing the date and destination of each
      shipment of Invention Property Products.

     

    4.03
      Within twenty (20) days after the end of each month, reports shall be made
      by
      the GRANTEE to the GRANTOR setting forth the number of Invention Property
      Products which have been sold, and the number of Invention Property Products
      which have been ordered and manufactured, and also showing the invoice number,
      customer name and address, gross selling price for each Invention Property
      Product sold, the total Gross Sales, and the amount of royalty due.

     

    4.04
      GRANTEE's remittance for the full amount of royalties due for such month, with
      interest from the end of the month to the date of payment, shall accompany
      such
      reports.

     

    4.05
      GRANTOR or its representative shall have the right, not more often than once
      each quarter, to examine GRANTEE's books of account at all reasonable times,
      during normal business hours, to the extent and insofar as is necessary to
      verify the accuracy of the above-mentioned reports. It is agreed that GRANTOR
      shall have the privilege of having a certified public accountant audit all
      statements of account, reports, etc. provided for in this Agreement to be made
      by GRANTEE to GRANTOR and that GRANTEE shall place at the disposal of said
      certified public accountant for the purposes of this paragraph any and all
      records essential to the verification of such reports. The expense of such
      audits and verifications shall be borne by GRANTOR, except that if any audit
      shows a deficiency of more than five percent (5%) in the royalties reported
      and
      paid, then GRANTEE shall bear the cost of the audit.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.06
      GRANTOR agrees to hold strictly confidential all information concerning royalty
      payments and reports and all information learned in the course of any audit
      hereunder, except when it is necessary for GRANTOR to reveal such information
      in
      order to enforce its rights under this Agreement.

     

    4.07
      In
      the event of termination of this Agreement for any reason whatsoever, GRANTEE
      agrees to permit GRANTOR, its auditors, accountants or agents to inspect all
      said records and books of GRANTEE and to investigate generally all transactions
      of business carried on by GRANTEE pursuant to this Agreement and the license
      hereby granted, for a period of six (6) months after such
      termination.

    


    V.
      WARRANTIES BY GRANTOR

     

    5.01
      GRANTOR represents and warrants that it is the owner of the entire right, title
      and interest in the licensed Invention Property, and that it has the sole right
      to grant the licenses under the licensed Invention Property of the scope herein
      granted.

     

    5.02
      GRANTOR represents and warrants that it has the right to enter into this
      Agreement, and that there are no outstanding assignments, grants, licenses,
      encumbrances, obligations or agreements, whether written, oral or implied,
      inconsistent with this Agreement. 

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    VI.
      ENFORCEMENT OF LICENSED PATENTS

     

    6.01
      The
      Parties hereto agree to keep a diligent watch for infringement of the Invention
      Property and notify the other Party of any such infringement. The Parties will
      use reasonable attempts to halt any such infringement. However, neither Party
      shall be required to pursue an infringement action that the Party believes
      is
      frivolous or without merit under the circumstances. Thus, the parties will,
      by
      agreement based upon the circumstances at the time, pursue legal action against
      alleged infringers of the Invention Property against whom both of the Parties
      have a good faith, reasonable belief they will prevail. Based upon these
      guidelines, should one of the Parties elect not to pursue the alleged infringer,
      the other Party may pursue the alleged infringer at their own expense and for
      their own benefit and shall have the right to retain the benefit of any and
      all
      judgments for themselves. If the Parties pursue an alleged infringer together,
      the Parties will share in any expense and recovery from such lawsuit as agreed
      in advance of commencing any legal action and based on the circumstances of
      the
      particular infringement. In the event that GRANTEE commences litigation on
      its
      own, without GRANTOR, GRANTEE has the right to join GRANTOR as a necessary
      party
      and to gain his cooperation in exchange for reasonable compensation of GRANTOR’S
      costs. GRANTOR shall be entitled to be represented at any such proceedings,
      commenced solely by GRANTEE, by GRANTOR’S own counsel, at GRANTOR’S own expense.
      Should all patent(s) on the Invention be invalidated during an infringement
      suit, the royalty rate shall be reduced as provided for herein. GRANTEE is
      obligated to continue to make reports, payments, and accountings through this
      period. A reduced rate, if appropriate, begins on the date any judgment
      invalidating the patent(s) becomes final.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.02
      GRANTOR shall not be obligated to defend or save harmless GRANTEE in any suit,
      damage claim, or demand based on actual or alleged infringement of any patent
      or
      any unfair trade practice resulting from the exercise or use of any right or
      license granted hereunder. In the event that the GRANTEE’S right to use the
      devices, methods, processes, and techniques shall be challenged by any person
      or
      company claiming patent infringement by use thereof, GRANTOR shall provide
      such
      information as GRANTOR may possess which GRANTOR deem necessary to show the
      date
      or dates of discovery of the devices, methods, processes, and techniques,
      provided that GRANTOR will be compensated for any expense incurred in connection
      therewith.

    


    VII.
      ASSUMPTION OF THE RISK BY GRANTEE

     

    7.01
      GRANTEE agrees to assume full responsibility for product liability claims
      resulting from the sale or use of the Invention Property Products and hold
      GRANTOR harmless from any liability therefor, to indemnify GRANTOR, and to
      obtain sufficient liability insurance to cover any such claims.

    


    VIII.
      PATENT MARKING

     

    8.01
      GRANTEE agrees to mark permanently and legibly all Invention Property Products
      sold by it under this Agreement with the notation "Patent Pending" or
“International Patent Pending” during the prosecution of any Patent
      application.

     

    8.02
      Upon
      issuance of a patent and thereafter during the patent term, GRANTEE agrees
      to
      mark permanently and legibly all Invention Property Products sold by it under
      this Agreement with the notation "U.S. Patent No." or similar mark for patents
      issued by another jurisdiction, followed by the patent number.

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IX.
      TERMINATION RIGHTS

     

    9.01
      The
      rights granted to GRANTEE shall remain with GRANTEE throughout the life of
      the
      Invention Property or during the period of GRANTEE’S exploitation of any devise
      or method of the Invention Property whichever is longer. At the end of the
      term,
      all rights immediately and automatically revert to GRANTOR, regardless of any
      outstanding sublicenses. The obligation on the part of GRANTEE to make the
      payments required shall continue regardless of the issuance, non-issuance,
      or
      invalidation of a patent for the Invention in accordance with the compensation
      terms of this Agreement.

     

    9.02
      In
      the event of any adjudication of bankruptcy, appointment of receiver by a court
      of competent jurisdiction, assignment for the benefit of creditors, or levy
      of
      execution directly involving GRANTEE, GRANTOR may, at his option, terminate
      this
      Agreement upon not less than twenty (20) days notice to GRANTEE, provided,
      however, that such termination shall not impair or prejudice any right or remedy
      that GRANTOR might otherwise have under this Agreement.

     

    9.03
      GRANTOR may terminate this Agreement on ninety (90) days written notice to
      GRANTEE if the quality of the Inventory Property Products is substandard as
      reasonably determined by GRANTOR.

     

    9.04
      If
      GRANTEE shall at any time commit any breach of any covenant, warranty or
      agreement herein contained, including the obligation to pay royalties, or shall
      misrepresent the product or misrepresent the applications of the product and
      shall fail to remedy any such breach or misrepresentation of the product or
      the
      applications of the product within thirty (30) days after written notice thereof
      by the GRANTOR, then GRANTOR may at his option, and in addition to any other
      remedies that he may be entitled to, cancel this Agreement by notice in writing
      to such effect or, alternatively, convert this license to a non-exclusive
      license. If an initiated program does not remedy the breach within three (3)
      months after the aforementioned written notice by the GRANTOR, then GRANTOR
      may
      at his option, and in addition to any other remedies that he may be entitled
      to,
      cancel this Agreement by notice in writing to such effect or, alternatively,
      convert this license to a non-exclusive license.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.05
      If
      GRANTEE is not doing its best to satisfy demands for the devices incorporating
      the Invention Property as determined by the good faith belief of GRANTOR,
      GRANTOR may elect to convert the license to a non-exclusive license with sixty
      (60) day written notice given to GRANTEE. If GRANTOR does subsequently grant
      any
      other licenses, GRANTEE may terminate this Agreement by ninety (90) day written
      notice to GRANTOR.

     

    9.06
      If
      GRANTEE does not meet or exceed the minimum royalties requirement, GRANTOR
      may
      elect to terminate this Agreement or, alternatively, convert the license to
      a
      non-exclusive license with sixty (60) day written notice given to GRANTEE,
      unless GRANTEE shall pay to GRANTOR by the end of that time the amount required
      to meet the minimum royalties. If GRANTOR does subsequently grant any other
      licenses, GRANTEE may terminate this Agreement by ninety (90) day written notice
      to GRANTOR.

     

    9.07
      In
      the event of termination of this Agreement for any reason, GRANTEE shall not
      thereby be discharged from any liability or obligation to GRANTOR that accrued
      on or prior to the date of the termination. All unpaid sums shall become due
      and
      payable immediately.

     

    9.08
      On
      the termination of this Agreement for any reason, GRANTEE shall deliver to
      GRANTOR all books, notes, drawings, writings, and other documents, samples
      and
      models relating to any improvements, trade secrets, or inventions that are
      the
      subject of this Agreement. On termination of this Agreement, if any patents
      on
      the Invention have not expired, then GRANTEE shall cease to exploit, use,
      manufacture, or sell the Invention in any way. All confidential material shall
      remain confidential.

    


    X.
      PAYMENT OF COSTS ASSOCIATED WITH THE INVENTION PROPERTY

     

    10.01
      GRANTEE agrees to pay all costs, including attorney’s fees and governmental
      fees, associated with the prosecution, issuance, and maintenance of the
      Invention Property.

     

    10.02
      GRANTEE shall pay the costs to GRANTOR or to an agent designated by GRANTOR
      within twenty (20) days from written request by GRANTOR.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10.03
      The
      request for payment of costs shall include sufficient information to allow
      GRANTEE to verify the cost. Information such as invoices and citations of
      statutory provisions along with an explanation of why the statute applies are
      examples of sufficient information but other information may
      suffice.

     

    XI.
      FORCE MAJEURE

     

    11.01
      Neither of the parties hereto shall be liable in damages or have the right
      to
      cancel this Agreement for any delay or default in performing hereunder (other
      than the non-payment of royalties or other payments due under the Agreement)
      if
      such delay or default is caused by conditions beyond its control including,
      but
      not limited to acts of God, government restrictions, wars or insurrections,
      strikes, fires, floods, work stoppages, and/or lack of materials.

    


    XII.
      SEVERABILITY

     

    12.01
      Should any part or provision of the Agreement be held unenforceable or in
      conflict with the law of any jurisdiction, the validity of the remaining parts
      or provisions shall not be affected by such holding.

     

    12.02
      In
      any litigation involving this Agreement, any court having jurisdiction thereof
      is authorized to reform the agreement to conform as closely as possible to
      the
      original intent of the parties with respect to any subject matter found to
      be
      unenforceable or in conflict with any law.

    


    XIII.
      LIMITATION ON EFFECT OF WAIVER

     

    13.01
      A
      waiver of any breach of any provision of this Agreement shall not be construed
      as a continuing waiver of other breaches of the same or other provisions of
      this
      Agreement. 

    


    XIV.
      NEGATION OF AGENCY

     

    14.01
      Nothing herein contained shall be deemed to create an agency, joint venture
      or
      partnership relation between the parties hereto. It is understood and agreed
      that GRANTEE is not, by this Agreement or anything herein contained, constituted
      or appointed the agent or representative
      of GRANTOR for any purpose whatsoever, nor shall anything herein contained
      be
      deemed or construed as granting to GRANTEE any right or authority to assume
      or
      to create any obligation or responsibility, express or implied, for or on behalf
      of or in the name of GRANTOR, or to bind GRANTOR in any way or manner
      whatsoever.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    XV.
      ENTIRE AGREEMENT

     

    15.01
      This Agreement sets forth the entire agreement and understanding of the parties
      relating to subject matter contained herein and merges all prior discussions
      between them, and neither party shall be bound by a definition, condition,
      warranty, or representation other than as expressly stated in this Agreement
      or
      as subsequently set forth in a writing signed by the party to be bound
      thereby.

    


    XVI.
      NEGATION OF CERTAIN WARRANTIES

     

    16.01
      No
      warranty or representation is given or made by GRANTOR (a) that Licensed Devices
      are free from infringement of the patent rights of third parties; or (b) as
      to
      scope or validity of the Licensed Patent, other than the that described in
      Section V of this Agreement.

    


    XVII.
      ASSIGNABILITY

     

    17.01
      GRANTEE agrees not to assign or transfer, by operation of law or otherwise,
      its
      interest in the Invention Property or its interest in this agreement to any
      person, firm, or corporation without the written consent of the GRANTOR so
      to
      do. GRANTOR may require submission of any relevant information from GRANTEE
      in
      making such evaluation.

     

    17.02
      GRANTOR may assign or transfer, by operation of law or otherwise, its interest
      his the Invention Property or its interest in this agreement to any person,
      firm, or corporation without the associated obligations contained in this
      Agreement.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    XVIII.
      SUBLICENSING


     

    18.01
      Should GRANTEE desire to sublicense all or any portion of the Invention
      Property, GRANTEE shall submit to GRANTOR the name of the proposed sublicensee
      financial, historical, and other information concerning the proposed sublicense
      sufficient to allow GRANTOR to determine the business, financial, technological,
      and other capabilities and stability of the proposed sublicensee, and true
      copies of the agreement or agreements to be entered into with the
      sublicensee.

     

    18.02
      GRANTOR shall within a reasonable time after submission of all of the foregoing,
      approve or disapprove the proposed sublicensee. GRANTOR is under no obligation
      to approve of any proposed sublicensee. GRANTOR may unreasonably withhold
      approval of any sublicensee and his approval or disapproval shall be subject
      to
      his complete discretion and fiat. 

     

    18.03
      Any
      sublicense agreement shall incorporate the terms of this Agreement and shall,
      inter
      alia,
      require
      that the sublicensee acknowledge the primacy and validity of this Agreement,
      require the sublicensee upon written notice from GRANTOR to make payments
      required hereunder directly to GRANTOR, and provide for audit rights of the
      sublicensee by GRANTOR equivalent to those provided in this
      Agreement.

    


    XIX.
      GOVERNING LAW

     

    19.01
      This Agreement shall be interpreted and construed, and the legal relations
      created herein shall be determined, in accordance with the laws of the State
      of
      Texas.

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    XX.
      NOTICES

     

    20.01
      Notices, reports, statements, payments, etc. required or permitted under this
      Agreement shall be in writing and shall for all purposes deemed to be fully
      given and received upon deposit with the United States Post Office if sent
      by
      certified mail, postage prepaid, to the respective parties at the following
      addresses:

     

     

    
 

    
      
        	to
                GRANTEE:
                	
                Coil Tubing Technology Holdings, Inc.

                
                  19515
                    Wied Road, Suite E

                  Spring,
                    Texas 77388 

                   

                   

                

              
	to
                GRANTOR:	
                Jerry
                  L. Swinford

                19515
                  Wied Road, Suite E

                Spring,
                  Texas 77388

                 

              


      

    

    


    


    20.02
      Either party hereto may change its address for the purposes of this Agreement
      by
      giving to the other party written notice of its new address.

    


    XXI.
      GENERAL ASSURANCES

     

    21.01
      The
      parties agree to execute, acknowledge and deliver all such further instruments,
      and do all such other acts, as may be necessary or appropriate in order to
      carry
      out the intent and purposes of this Agreement.

    


    XXII.
      COUNTERPARTS

     

    22.01
      This Agreement may be executed in one or more counterparts, each of which shall
      be treated and deemed an original, but all of which together shall constitute
      one and the same document.

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    XXIII.
      EFFECTIVE DATE

     

    23.01
      This Agreement, regardless of the date of its execution shall be effective
      as of
      July 1, 2007.  Such date is referred to herein as the “Effective Date.”


    


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day
      of
      July, 2007.

     

     

    
      	GRANTEE:	
              Coil
                Tubing Technology Holdings, Inc.

               

              
                /s/
                  Jerry
                  Swinford                                    
                  

              

              Jerry
                L. Swinford, President

            
	
              GRANTOR:

            	
               

              
                /s/
                  Jerry
                  Swinford                                    
                  

              

              
                Jerry
                  L. Swinford

              

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      B

     

    WAIVER
      OF ROYALTIES


    This
      Agreement is made and entered into this 1st day of July, 2007, by and between
      Jerry L. Swinford ("Swinford"), a natural person residing in Houston, Harris
      County Texas, and Coil Tubing Technology Holdings, Inc. (“CTT Holdings”), a
      Nevada corporation with a mailing address of 19511 Wied Road, Suite E, Spring,
      Texas 77388.

     

    Whereas,
      Swinford and CTT Holdings entered into a Licensing Agreement dated the 1st
      day
      of July, 2007, which granted CTT Holdings an exclusive license in various
      devices and methods described therein.

     

    Whereas,
      the
      Licensing Agreement required CTT Holdings to make various Royalty payments
      to
      Swinford in exchange for and in consideration of his grant of an exclusive
      license to CTT Holdings. 

     

    Whereas,
      Swinford and CTT Holdings have entered into an “Executive Compensation and
      Retention Agreement” (“Employment Agreement”). Pursuant to the Employment
      Agreement, Swinford has agreed to waive any royalties due to him during his
      employment.

     

    Whereas,
      it is
      anticipated that Swinford will continue to develop intellectual property which
      will be exploited by CTT Holdings and its subsidiaries. Such intellectual
      property is the subject matter of a Licensing Agreement between CTT Holdings
      and
      Swinford.

     

    Whereas,
      it is
      in the Parties best interest to clarify the ownership of such intellectual
      property and their rights, obligations and responsibilities related thereto.
      

     

    Whereas,
      CTT
      Holdings is desirous of obtaining a waiver of its royalty payment requirements
      under the Licensing Agreement it has with Swinford and Swinford is desirous
      of
      retaining ownership of the intellectual property he develops while in the employ
      of CTT Holdings.

     

    NOW,
      THEREFORE,
      in
      consideration of the payment by each party to the other of the sum of One Dollar
      ($1.00) and other good and valuable consideration, the receipt of which is
hereby
      acknowledged, and in consideration of the covenants and obligations hereinafter
      set forth to be well and truly performed, the Parties hereby agree as
      follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    I.
      WAIVER OF ROYALTIES

     

    1.01
      Swinford hereby waives all royalties required to be paid under the Licensing
      Agreement between him and CTT Holdings dated July 1, 2007.

    


    II.
      EFFECT OF WAIVER OR TERMINATION OF WAIVER

     

    2.01
      For
      so long as the waiver provided for herein is in effect, CTT Holdings will not
      be
      obligated to make any of the Royalty payments provided for in the Licensing
      Agreement between CTT Holdings and Swinford. 

     

    2.02
      Immediately upon the occurrence of one of the events of termination described
      below, the waiver of royalty payments provided for in the Licensing Agreement
      between CTT Holdings and Swinford shall become due from such termination date
      and in subsequent periods as provided in such Licensing Agreement. 

     

    III.
      TERMINATION

     

    3.01
      Swinford’s waiver of royalty payments shall automatically cease in the event
      that CTT Holdings, its subsidiaries, or any other affiliated or related
      companies are adjudicated bankrupt, or upon the appointment of a receiver by
      a
      court of competent jurisdiction, assignment for the benefit of creditors, or
      levy of execution directly involving CTT Holdings, its subsidiaries, or any
      other affiliated or related companies. 

     

    3.02
      If
      CTT Holdings, its subsidiaries, or any other affiliated or related company
      shall
      at any time commit any breach of any covenant, warranty or agreement herein
      contained, then Swinford may at his option, and in addition to any other
      remedies that he may be entitled to, terminate his waiver of royalty payments
      by
      notice in writing to such effect. 

     

    3.03
      If,
      pursuant to the Employment Agreement, Swinford is no longer employed by CTT
      Holdings, regardless of the reason for such termination (death, disability,
      termination for cause
      or
      termination without cause), Swinford’s waiver of royalty payments shall
      automatically cease.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.04
      If
      Swinford ceases to be a member of the Board of Directors of CTT Holdings,
      Swinford’s waiver of royalty payments shall automatically cease. 

     

    3.05
      Any
      termination of Swinford’s waiver of royalties shall not impair or prejudice any
      right or remedy that Swinford might otherwise have.

     

    3.06
      Notwithstanding any other provisions in this Agreement, subsequent to any
      termination event, Swinford may elect to continue his waiver of royalty payments
      in writing and after having been fully informed of the nature of the termination
      event. 

     

    IV.
      OWNERSHIP OF INTELLECTUAL PROPERTY

     

    4.01
      Subject to the Licensing Agreement between CTT Holdings and Swinford, any
      inventions, improvements, designs, notes, references incorporating or reflecting
      any of the intellectual property developed by Swinford as a result of him being
      employed by CTT Holdings, shall belong exclusively to Swinford. 

     

    4.02
      Upon
      Swinford’s termination as an employee of CTT Holdings (or its subsidiaries) CTT
      Holdings shall provide Swinford with a complete list of any intellectual
      property in which it asserts an ownership interest. In making this
      determination, there will be a rebuttable presumption that any intellectual
      property developed during by Swinford as an employee, was the result of his
      effort, and therefore, his intellectual property pursuant to paragraph 4.01.
      Furthermore, such presumption will be conclusive as to any intellectual property
      wherein Swinford is indicated as the “inventor,” “designer,” “developer” or the
      like on a document, filing or application to the United States Patent Office
      or
      similar governmental agency in another jurisdiction. 

     

    4.03
      Nothing within this agreement shall abrogate CTT Holdings’, or its subsidiaries,
      obligations to pay fees or expenses as described in the Licensing Agreement
      between Swinford and CTT Holdings.

     

    V.
      NON ASSIGNABILITY

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.01
      Swinford cannot assign any of the rights he has under the Licensing Agreement
      between him and CTT Holdings without the prior written consent of the Board
      of
      Directors of CTT Holdings. Such written consent may not be unreasonable
      withheld.

     

    VI.
      SEVERABILITY

     

    6.01
      Should any part or provision of the Agreement be held unenforceable or in
      conflict with the law of any jurisdiction, the validity of the remaining parts
      or provisions shall not be affected by such holding.

     

    6.02
      In
      any litigation involving this Agreement, any court having jurisdiction thereof
      is authorized to reform the agreement to conform as closely as possible to
      the
      original intent of the parties with respect to any subject matter found to
      be
      unenforceable or in conflict with any law.

     

    VII.
      LIMITATION ON EFFECT OF WAIVER

     

    7.01
      A
      waiver of any breach of any provision of this Agreement shall not be construed
      as a continuing waiver of other breaches of the same or other provisions of
      this
      Agreement. 

     

    VIII.
      ENTIRE AGREEMENT

     

    8.01
      This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to subject matter contained herein and merges all prior discussions
      between them, and neither party shall be bound by a definition, condition,
      warranty, or representation other than as expressly stated in this Agreement
      or
      as subsequently set forth in a writing signed by the party to be bound
      thereby.

     

    IX.
      GOVERNING LAW

     

    9.01
      This
      Agreement shall be interpreted and construed, and the legal relations created
      herein shall be determined, in accordance with the laws of the State of
      Texas.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    X.
      NOTICES


    10.01
      Notices, reports, statements, payments, etc. required or permitted under this
      Agreement shall be in writing and shall for all purposes deemed to be fully
      given and received upon deposit with the United States Post Office if sent
      by
      certified mail, postage prepaid, to the respective parties at the following
      addresses:

     

    


    

      
        	
                to
                  CTT Holdings:

              	
                CTT
                  Holdings, Inc.

              
	 	
                19511
                  Wied Road, Suite E

              
	 	
                Spring,
                  Texas 77388

              


      

    

    


    


    
      	
              to
                Swinford:

            	
              Jerry
                L. Swinford

            
	 	
              19511
                Wied Road, Suite E

            
	 	
              Spring,
                Texas 77388

            


    

    


    10.02
      Either party hereto may change its address for the purposes of this Agreement
      by
      giving to the other party written notice of its new address.

     

    XI.
      GENERAL ASSURANCES

     

    11.01
      The
      parties agree to execute, acknowledge and deliver all such further instruments,
      and do all such other acts, as may be necessary or appropriate in order to
      carry
      out the intent and purposes of this Agreement.

     

    XII.
      COUNTERPARTS

     

    12.01
      This Agreement may be executed in one or more counterparts, each of which shall
      be treated and deemed an original, but all of which together shall constitute
      one and the same document.

     

    XIII.
      EFFECTIVE DATE

     

    13.01
      This Agreement, regardless of the date of its execution, shall be effective
      as
      of ______________, 2007. Such date is referred to herein as the “Effective
      Date.” 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day
      of
      July, 2007.

    


    
      	 	
              Coil
                Tubing Technology Holdings, Inc.

            
	 	 
	 	 
	 	
              BY:
                /s/
                Jerry
                Swinford                                    
                

            
	 	
              Jerry
                Swinford, President

            
	 	 
	 	 
	 	 
	 	
              /s/
                Jerry
                Swinford                                    
                

            
	 	
              Jerry
                L. Swinford