Agreement For Exchange of Common Stock between Grifco and Coil Tubing


    Exhibit
      10.4

    
 

    THE
      SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
      STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
      IN
      RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
      OR
      OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      1933
      ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
      THE
      ISSUER.

    


    


    AGREEMENT
      FOR EXCHANGE OF COMMON STOCK

    


    THIS
      AGREEMENT
      is made
      and entered into this ____ day of November, 2005, by and among IPMC Holdings
      Corp., a Florida corporation ("ISSUER"), and Grifco International, Inc., a
      Nevada corporation (“GI”) and GI’s wholly-owned subsidiary, Coil Tubing
      Technologies, Incorporated, a Texas corporation ("CT”). (GI and CT shall
      collectively herein be referred to as “ACQUIREE”.)

    


    W
      I T N E S S E T H

     

    WHEREAS,
      ISSUER
      is a publicly traded company whose common stock, par value $.001 per share
      (the
“ISSUER Common Stock”) is quoted on the National Quotation Bureau Pink Sheets
      under the symbol “IPHG”.

     

    WHEREAS,
      the
      parties desire that ISSUER acquire all of the issued and outstanding common
      stock from the CT Shareholders solely in exchange for an aggregate of 75,000,000
      newly issued shares of ISSUER’s common stock (the “Exchange Shares”) pursuant to
      the terms and conditions set forth in this Agreement (the
“Exchange”).

     

    WHEREAS,
      the
      parties intend that the transaction contemplated herein (the “Transaction”)
      qualify as a reorganization and tax-free exchange under Section 368(a) of
      the Internal Revenue Code of 1986, as amended.

     

    WHEREAS, following
      the Closing, CT will become a wholly-owned subsidiary of ISSUER.

     

    WHEREAS,
      immediately following the consummation of the transaction contemplated hereby,
      the Exchange Shares will represent 75% percent of the total outstanding Common
      Stock of ISSUER.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, covenants, representations and warranties
      contained herein, and other good and valuable consideration, each of the parties
      hereto agrees as follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.
       EXCHANGE
      OF SECURITIES. Subject
      to the terms and conditions of this Agreement, the ISSUER agrees to issue to
      Grifco International, Inc., 75,000,000 shares of ISSUER such that CT shall
      become a wholly-owned subsidiary of ISSUER.

    


    2. REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF ISSUER.
      ISSUER
      represents and warrants to GI, and covenants and agrees with GI, as
      follows:

    


    (a) Organization.
      ISSUER
      is a corporation duly organized, validly existing, and in good standing under
      the laws of Florida, and has all necessary corporate powers to own properties
      and carry on a business, and is duly qualified to do business and is in good
      standing in Florida. All actions taken by the incorporators, directors, officers
      and shareholders of ISSUER have been valid and in accordance with the laws
      of
      the State of Florida. 

    


       (b) Capital.
      The
      authorized capital stock of ISSUER consists of 200,000,000 shares of common
      stock, no par value, of which, prior to the issuance of shares hereunder, there
      will be no more than 25,000,000 shares issued and outstanding including the
      Conversion Shares, as that term is defined herein. At closing of the Exchange
      (the “Closing”), all such outstanding shares shall be fully paid and
      non-assessable, free of all liens, encumbrances, options, restrictions and
      legal
      or equitable rights of others not a party to this Agreement. At the Closing,
      there will be no outstanding subscriptions, options, rights, warrants,
      convertible securities, or other agreements or commitments obligating ISSUER
      to
      issue or to transfer from treasury any additional shares of its capital stock.
      None of the outstanding shares of ISSUER are subject to any stock restriction
      agreements. All of the shareholders of ISSUER have valid title to such shares
      and acquired their shares in a lawful transaction and in accordance with the
      laws of the State of Florida. At the Closing, after the subsequent closing
      and
      the full conversion of any debt of the ISSUER, GI will own approximately 75%
      of
      the issued and outstanding stock of the ISSUER.

    


    (c) Pink
      Sheet Listing.  The
      Company is not a reporting company, but is currently listed for trading on
      the
      National Quotation Bureau Electronic Pink Sheets with the following trading
      symbol: IPHC.

    


    (d) Financial
      Statements and
      Liabilities.
      ISSUER
      has no available financial statements. Immediately prior to the Closing, ISSUER
      will convert its present debt into 15,000,000 shares of common stock (the
“Conversion Shares”). Upon conversion of the ISSUER’s existing debt into the
      Conversion Shares, the Issuer will have no liabilities.

     

    (e) Ability
      to Carry Out Obligations.
      ISSUER
      has the right, power, and authority to enter into and perform its obligations
      under this Agreement. This Agreement and the transactions contemplated hereby
      have been approved by all necessary corporate action of ISSUER. The execution
      and delivery of this Agreement by ISSUER and the performance by ISSUER of its
      obligations hereunder will not cause, constitute, or conflict with or result
      in
      (a) any breach or violation or any of the provisions of or constitute a default
      under any license, indenture, mortgage, charter, instrument, articles of
      incorporation, bylaw, or other agreement or instrument to which ISSUER or its
      shareholders are a party, or by which they may be bound, nor will
      any
      consents or authorizations of any party other than those hereto be required,
      (b)
      an event that would cause ISSUER to be liable to any party, or (c) an event
      that
      would result in the creation or imposition of any lien, charge or encumbrance
      on
      any asset of ISSUER or upon the securities of ISSUER to be acquired by
      GI.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (f) Full
      Disclosure.
      None of
      representations and warranties made by the ISSUER herein or in any certificate
      or memorandum furnished or to be furnished by the ISSUER contains or will
      contain any untrue statement of a material fact, or omit to state any material
      fact the omission of which would be misleading under the circumstances under
      which it was or is made.

     

    (g) Contracts
      and Leases.
      ISSUER
      is not currently carrying on any business and is not a party to any contract,
      agreement or lease. No person holds a power of attorney from
      ISSUER.

    


    (h) Compliance
      with Laws.
      To the
      best of its knowledge, ISSUER is not in material violation of any federal,
      state, or local statute, law, rule and/or regulation.

    


    (i) Litigation.
      ISSUER
      is not (and has not been) a party to any suit, action, arbitration, or legal,
      administrative, or other proceeding, or pending governmental investigation.
      To
      the best knowledge of ISSUER, there is no basis for any such action or
      proceeding and no such action or proceeding is threatened against ISSUER and
      is
      not subject to or in default with respect to any order, writ, injunction, or
      decree of any federal, state, local, or foreign court, department, agency,
      or
      instrumentality.

    


    (j) Conduct
      of Business.
      Prior
      to the Closing, ISSUER shall conduct its business in the normal course, and
      shall not (i) sell, pledge, or assign any assets (ii) amend its Articles of
      Incorporation or Bylaws, (ii) declare dividends, redeem or sell stock or other
      securities, (iv) incur any liabilities, (v) acquire or dispose of any assets,
      enter into any contract, guarantee obligations of any third party, or (vi)
      enter
      into any other transaction.

    


    (k) Corporate
      Documents.
      Copies
      of each of the following documents of ISSUER, which are true, complete and
      correct in all material respects, have been or will be delivered to GI at or
      prior to the Closing:

    


    
      	
              (i)

            	
              Articles
                of Incorporation;

            
	
              (ii)

            	
              Bylaws;

            
	
              (iii)

            	
              Minutes
                of Shareholders Meetings; and

            
	
              (iv)

            	
              Minutes
                of Directors Meetings.

            


    

     

    (l) Validity
      of Documents.
      All
      minutes, consents or other documents pertaining to ISSUER to be delivered at
      or
      prior to closing shall be valid and in accordance with the laws of the State
      of
      Florida.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (m) Title
      to Shares.
      The
      shares to be issued pursuant to this Agreement will be, at closing, free and
      clear of all liens, security interests, pledges, charges, claims, encumbrances
      and restrictions of any kind. None of such shares are or will be subject to
      any
      voting trust or agreement. No person holds or has the right to receive any
      proxy
      or similar instrument with respect to such shares and, except as provided in
      this Agreement, ISSUER is not a party to any agreement which offers or grants
      to
      any person the right to purchase or acquire any securities of ISSUER. There
      is
      no applicable local, state or federal law, rule, regulation, or decree which
      would, as a result of the issuance of the shares, impair, restrict or delay
      any
      voting rights with respect to the shares.

    


    (n) Legal
      Counsel.
      In
      connection with this Agreement and the transactions contemplated hereby, ISSUER
      has sought and received the advice of independent legal counsel and warrants
      that Levy & Boonshoft, P.C. has not acted as ISSUER’s counsel in any manner
      whatsoever.

    


    3. REPRESENTATIONS
      AND WARRANTIES OF ACQUIREE.
      CT and
      GI represent and warrant to ISSUER, and covenant and agree with ISSUER, as
      follows:

    


    (a) Organization.
      CT is a
      corporation duly organized, validly existing, and in good standing under the
      laws of the State of Nevada and has all the necessary corporate powers to own
      properties and carry on its business.

    


    (b) Ability
      to Enter Into Agreement and Carry Out Obligations.
      CT has
      the
      right, power, and authority to enter into and perform its obligations under
      this
      Agreement. This Agreement and the transactions contemplated hereby have been
      approved by all necessary corporate action of CT.

    


    (c) Legal
      Counsel.
      In
      connection with this Agreement and the transactions contemplated hereby, CT
      and
      GI has sought and received the advice of independent legal counsel and warrants
      that Eric P. Littman has not acted as CT’s or GI’s counsel in any manner
      whatsoever. 

    


    (d) No
      Reverse Spit or Dilution.
      For a
      period of one year, CT will not approve a reverse split in the stock of ISSUER
      no dilute the former shareholders holdings in ISSUER. 

    


    4. DOCUMENTS
      TO BE DELIVERED AT CLOSING.

    


    (a) By
      ISSUER:

    


    (i) Board
      of
      Directors Minutes authorizing the issuance of a certificate or certificates
      for
      the Shares to be issued pursuant to this Agreement.

    


    (ii) The
      written resignations of the current officers and directors of  ISSUER.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (iii) A
      Board
      of Directors resolution appointing the following as the new directors of
      ISSUER:

    


    (iv) All
      of
      the business and corporate records of ISSUER, including but not limited to
      correspondence files, bank statements, checkbooks, savings account books,
      minutes of shareholder and directors meetings, financial statements, shareholder
      listings, stock transfer records, agreements and contracts.

    


    (v) A
      certificate representing 75,000,000 shares of common stock of ISSUER containing
      a restrictive legend issued to GI.

    


    (b) By
      ACQUIREE:

    


    (i) Delivery
      to ISSUER, or to its Transfer Agent, of certificates representing 100% of the
      issued and outstanding shares of common stock of CT. 

    


    5. CONDITIONS
      PRECEDENT TO OBLIGATIONS OF ISSUER The
      obligations of ISSUER under this Agreement are subject to the satisfaction,
      at
      or before the Closing, of the following conditions:

    


    (a) Accuracy
      of Representations; Performance.
      The
      representations and warranties made by ACQUIREE in this Agreement were true
      when
      made and shall be true at the date of the Closing (“Closing Date”) with the same
      force and effect as if such representations and warranties were made at and
      as
      of the Closing (except for changes therein permitted by this Agreement), and
      ACQUIREE shall have performed or complied with all covenants and conditions
      required by this Agreement to be performed or complied with by ACQUIREE prior
      to
      or at the Closing. ISSUER may request to be furnished with a certificate, signed
      by a duly authorized officer of ACQUIREE and dated the Closing, to the foregoing
      effect.

     

    (b) Officer’s
      Certificates.
      ISSUER
      shall have been furnished with a certificate dated the Closing Date and signed
      by a duly authorized officer of ACQUIREE to the effect that no litigation,
      proceeding, investigation, or inquiry is pending or, to the best knowledge
      of
      ACQUIREE threatened, which might result in an action to enjoin or prevent the
      consummation of the transactions contemplated by this Agreement, or, to the
      extent not disclosed in the ACQUIREE Schedules, by or against ACQUIREE which
      might result in any material adverse change in any of the assets, properties,
      business, or operations of ACQUIREE.

     

    (c) No
      Material Adverse Change.
      Prior
      to the Closing Date, there shall not have occurred any material adverse change
      in the financial condition, business, or operations of ACQUIREE, nor shall
      any
      event have occurred which, with the lapse of time or the giving of notice,
      may
      cause or create any material adverse change in the financial condition,
      business, or operations.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d) Other
      Items.

     

    
      	
              (i)

               

            	
              ISSUER
                shall have received such further documents, certificates, or instruments
                relating to the transactions contemplated hereby as ISSUER may reasonably
                request.

               

            
	
              (ii)

               

            	
              Complete
                and satisfactory due diligence review of ACQUIREE by ISSUER.

               

            
	
              (iii)

               

            	
              Approval
                of the Transaction by the ACQUIREE Board and the GI
                shareholders.

               

            
	
              (iv)

               

            	
              Any
                necessary third-party consents shall be obtained prior to Closing,
                including but not limited to consents necessary from ACQUIREE’s lenders,
                creditors, vendors and lessors.

               

            


    

    6. CONDITIONS
      PRECEDENT TO OBLIGATIONS OF ACQUIREE The
      obligations of ACQUIREE under this Agreement are subject to the satisfaction,
      at
      or before the Closing, of the following conditions:

     

    (a) Accuracy
      of Representations; Performance.
      The
      representations and warranties made by ISSUER in this Agreement were true when
      made and shall be true as of the Closing Date (except for changes therein
      permitted by this Agreement) with the same force and effect as if such
      representations and warranties were made at and as of the Closing Date, and
      ISSUER shall have performed and complied with all covenants and conditions
      required by this Agreement to be performed or complied with by ISSUER prior
      to
      or at the Closing. ACQUIREE shall have been furnished with a certificate, signed
      by a duly authorized executive officer of ISSUER and dated the Closing Date,
      to
      the foregoing effect.

     

    (b) Officer’s
      Certificate.
      ACQUIREE shall have been furnished with a certificate dated the Closing Date
      and
      signed by a duly authorized executive officer of ISSUER to the effect that
      no
      litigation, proceeding, investigation, or inquiry is pending or, to the best
      knowledge of ISSUER threatened, which might result in an action to enjoin or
      prevent the consummation of the transactions contemplated by this
      Agreement.

     

    (c) No
      Material Adverse Change.
      Prior
      to the Closing Date, there shall not have occurred any material adverse change
      in the financial condition, business, or operations of ISSUER nor shall any
      event have occurred which, with the lapse of time or the giving of notice,
      may
      cause or create any material adverse change in the financial condition,
      business, or operations of ISSUER.

     

    (d) Good
      Standing.
      ISSUER
      shall have received a certificate of good standing from the Secretary of State
      of the State of Florida or other appropriate office, dated as of a date within
      ten days prior to the Closing Date certifying that ISSUER is in good standing
      as
      a corporation in the State of Florida and has filed all tax returns required
      to
      have been filed by it to date and has paid all taxes reported as due
      thereon.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (e) Other
      Items.

     

    
      	 	
              (i)

            	
              ACQUIREE
                shall have received a stockholder list of ISSUER containing the name,
                address, and number of shares held by each ISSUER stockholder as
                of the
                date of Closing certified by an executive officer of ISSUER as being
                true,
                complete, and accurate.

            


    

     

    
      	 	
              (ii)

            	
              ACQUIREE
                shall have received such further documents, certificates, or instruments
                relating to the transactions contemplated hereby as ACQUIREE may
                reasonably request.

            


    

     

    
      	 	
              (iii)

            	
              Complete
                and satisfactory due diligence review of ISSUER by
                ACQUIREE.

            


    

     

    
      	 	
              (iv)

            	
              Approval
                of the Transaction by the ISSUER’s Board and the stockholders of
                ISSUER.

            


    

     

    
      	 	
              (v)

            	
              There
                shall have been no material adverse changes in ISSUER, financial
                or
                otherwise.

            


    

     

    
      	 	
              (vi)

            	
              As
                of immediately prior to the Closing, ISSUER shall have no assets,
                no
                liabilities, contingent or otherwise (other than certain liabilities
                which
                in no event shall exceed in the aggregate $5,000), and no net worth,
                as
                determined in accordance with generally accepted accounting
                principles.

            


    

     

    
      	 	
              (vii)

            	
              At
                the Closing, the authorized capitalization of ISSUER shall consist
                of (1)
                200,000,000 shares of ISSUER Stock, of which 100,000,000 shares,
                shall be
                issued and outstanding immediately after the Closing; and (2) no
                shares of
                preferred stock shall be issued and
                outstanding.

            


    

     

    
      	 	
              (viii)

            	
              Except
                as set forth herein, there shall be no ISSUER Common Stock Equivalents
                outstanding as of immediately prior to the Closing. For purposes
                of the
                foregoing, “ISSUER Common Stock Equivalents” shall mean any subscriptions,
                warrants, options or other rights or commitments of any character
                to
                subscribe for or purchase from ISSUER, or obligating ISSUER to issue,
                any
                shares of any class of the capital stock of ISSUER or any securities
                convertible into or exchangeable for such
                shares.

            


    

     

    
      	 	
              (ix)

            	
              Although
                ISSUER shall be the surviving corporation in the Transaction from
                a
                corporate law perspective, the Transaction shall be accounted for
                as a
                “reverse acquisition” for accounting and financial statement purposes,
                wherein CT shall be deemed the surviving
                entity for such purposes.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	 	
              (x)

            	
              Any
                necessary third-party consents shall be obtained prior to Closing,
                including but not limited to consents necessary from ISSUER’s lenders,
                creditors, vendors, and lessors.

            


    

     

    7. TERMINATION
      OF AGREEMENT.
      Either
      party may terminate this Agreement and the consummation of the transactions
      contemplated hereby without liability to the other party upon the occurrence
      of
      any of the following:

    


    (a) Any
      representation or warranty of the other party shall prove to be materially
      inaccurate.

    


    (b) The
      other
      party shall fail for any reason to perform in all material respects its
      covenants and agreements to be performed prior to closing or shall breach in
      any
      material respect any of its covenants and agreements hereunder.

     

    8. MISCELLANEOUS
      PROVISIONS.

    


    (a) Expenses.
      Each
      party shall bear all of the legal, accounting and other costs and expenses
      incurred by it in connection with the negotiation, preparation, execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby.

    


    (b) Further
      Assurances.
      From
      and after the date of this Agreement, each of the parties shall cooperate with
      one another, shall do and perform such actions and things, and shall execute
      and
      deliver such documents and instruments, as may be reasonable and necessary
      to
      effectuate the purposes and intents of this Agreement.

    


    (c) Governing
      Law.
      This
      Agreement shall be governed by, and shall be construed and interpreted in
      accordance with, the laws of the State of Florida without regard to conflict
      or
      choice of law principles. Jurisdiction and venue for any action and/or
      proceeding relating to or arising out of this Agreement or otherwise shall
      be
      brought exclusively in the state courts located in Miami-Dade County, Florida.
      The prevailing party in any such action and/or proceeding shall be entitled
      to
      recover its reasonable attorney’s fees and costs from the other party.


    


    (d) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior agreements, understandings,
      negotiations and arrangements, both oral and written, between the parties with
      respect to such subject matter. This Agreement may not be amended or modified
      in
      any manner, except by a written instrument executed by each of the parties
      hereto.

    


    (e) Benefits;
      Binding Effect.
      This
      Agreement shall be for the benefit of, and shall be binding upon, the parties
      and their respective successors and assigns.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (f) No
      Waivers.
      The
      waiver by either party of a breach or violation of any provision of this
      Agreement by the other party shall not operate nor be construed as a waiver
      of
      any subsequent breach or violation. The waiver by either party to exercise
      any
      right or remedy it may possess shall not operate nor be construed as a bar
      to
      the exercise of such right or remedy by such party upon the occurrence of any
      subsequent breach or violation.

    


    (g) Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of any or all of the
      provisions hereof.

    


    (h) Counterparts;
      Telecopier.
      This
      Agreement may be executed in any number of counterparts and by the separate
      parties in separate counterparts, and via telecopier, each of which shall be
      deemed to constitute an original and all of which shall be deemed to constitute
      the one and the same instrument.

    


    (i) Confidentiality.
      ISSUER,
      on the one hand, and ACQUIREE, on the other hand, will keep confidential all
      information and materials regarding the other Party designated by such Party
      as
      confidential. The provisions of this section shall not apply to any information
      which is or shall become part of the public domain through no fault of the
      Party
      subject to the obligation from a third party with a right to disclose such
      information free of obligation of confidentiality. ISSUER and ACQUIREE agree
      that no public disclosure will be made by either Party of the existence of
      the
      Transaction or the letter of intent or any of its terms without first advising
      the other Party and obtaining its prior written consent to the proposed
      disclosure, unless such disclosure is required by law, regulation or stock
      exchange rule.

     

    (j) Survival.
      The
      representations and warranties of the respective parties shall not survive
      the
      Closing Date and the consummation of the transactions herein
      contemplated. 

    


    (k) Amendment.
      At any
      time prior to the Closing Date, this Agreement may be amended by a writing
      signed by all parties hereto, with respect to any of the terms contained herein,
      and any term or condition of this Agreement may be waived or the time for
      performance hereof may be extended by a writing signed by the party or parties
      for whose benefit the provision is intended.

    


    


    


    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the undersigned has executed and delivered this Agreement on the date first
      written above.

    


    IPMC
      HOLDINGS CORP. GRIFCO
      INTERNATIONAL, INC.

    


    


    
      	 	
              /s/
                James Dial

            
	
              By: _________________________________

            	
              By:________________________________

            
	
              Pamela
                Wilkinson, President

            	
              James
                Dial, Chief Executive Officer

            
	 	 
	 	 
	 	 
	 	
              COIL
                TUBING TECHNOLOGIES,

            
	 	
              INCORPORATED

            
	 	 
	
               

            	
              /s/
                James Dial

            
	 	
              By:________________________________

            
	 	
              James
                Dial, President