Agreement and Release between Grifco and Coil Tubing

Exhibit
    10.5
    AGREEMENT
      AND RELEASE

    


    THIS
      AGREEMENT is entered into on this 31st
      day of
      May, 2007, by Grifco International, Inc., a Nevada corporation with its
      principal place of business in Conroe, Texas (“Grifco”), James Dial (a.k.a. Jim
      Dial), a resident of Conroe, Texas (“Dial”), Coil Tubing Technology, Inc., a
      Nevada corporation with its principal place of business in Spring, Texas
      (“CTBG”), Coil Tubing Technology Holdings, Inc., a Nevada corporation and a
      wholly owned subsidiary of CTBG (“CTT Holdings”), and Jerry Swinford a resident
      of Spring, Texas (“Swinford”).

    


    WHEREAS,
      in an
      effort to enhance the profitability and ultimately the return to shareholders
      related to its coil tubing business, in late 2005, Grifco acquired IPMC Holdings
      Inc., a public company, and via a merger formed CTBG. In connection with this
      transaction, Grifco acquired 75,000,000 shares of the then approximate
      100,000,000 outstanding shares of common stock of CTBG. Grifco anticipated
      that
      subject to obtaining audited financial statements for CTBG, its shares would
      be
      distributed to its shareholders (resulting in a “spin-off”).

    


    WHEREAS,
      difficulties were encountered in finalizing and effecting the distribution
      of
      CTBG shares to Grifco shareholders. In particular, the auditor refused to issue
      an audit opinion regarding CTBG because IPMC had failed to file appropriate
      reports with the SEC and it was impossible to obtain the necessary information
      in order to bring IPMC (now CTBG) into compliance with those reporting
      requirements.

    


    WHEREAS,
      in
      order to provide Swinford with substantial control over CTBG and to reflect
      his
      continuing efforts on behalf of CTBG, 75,000,000 shares of CTBG common stock
      were issued to Swinford. 

    


    WHEREAS,
      various
      representations were made in the market place regarding the number of issued
      and
      outstanding shares of CTBG. 

    


    WHEREAS,
      Grifco
      has made various contributions of capital to CTBG in part to pay for additional
      expenses associated with the difficulties associated with the IPMC acquisition,
      damages done to CTBG’s equipment while the equipment was in Grifco’s control and
      to fund operations while alternatives were evaluated and developed to allow
      CTBG
      to be a separate, distinct reporting public company. 

    


    WHEREAS,
      the
      parties have developed a two part plan to effect the intent of the initial
      acquisition of IPMC. In the very near term, Grifco will distribute its
      75,000,000 shares of CTBG to its shareholders. However, because of the reporting
      difficulties associated with CTBG and in order to allow shareholders to fully
      realize the value of the coil tubing business, CTT Holdings will file an
      appropriate registration statement and attempt to register the distribution
      of
      CTT Holdings shares to CTBG shareholders. The result of these combined
      distributions is that the shareholders of CTBG will receive shares of CTT
      Holdings, a fully reporting company.

    


    WHEREAS,
      to
      reflect Swinford’s continuing efforts on behalf of CTBG and to allow him to
      maintain control over CTBG, its operations and to ease the various corporate
      approvals needed to effect the transactions indicated above, on May 7, 2007,
      CTBG’s Board of Directors authorized the issuance of 1,000,000 shares of
      Preferred Stock. Such Preferred Stock has the right to vote fifty-one percent
      (51%) of the shareholder vote on all matters put to a vote of the shareholders.
      As such Preferred Stock is intended to allow Swinford to control CTBG during
      the
      time necessary to effect the CTT Holdings’ share distribution and his efforts
      will be focused on the
      operation and development of the coil tubing business, Grifco has expressed
      an
      interest in acquiring these shares of Preferred Stock.


    
      
        
        

      

      
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    WHEREAS,
      there
      have been a number of agreements entered into and arrangements made between
      the
      parties, not all of which have been fully documented or approved. As a result,
      this agreement is intended to clarify those arrangements and establish the
      parties future rights and obligations.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and undertakings set forth in this
      Agreement and Release, and for other good and valuable consideration, the
      Parties agree as follows:

    


    
      	 	
              1.

            	
              CTBG
                will issue to Grifco 1,000,000 shares Series B Preferred Stock. Series
                B
                Preferred Stock will have no voting rights and will not participate
                in the
                CTT Holdings share distribution. Series B Preferred Stock, however,
                will
                be convertible into 20,000,000 shares of CTBG common stock if Grifco
                exercises the option to purchase the Series A Preferred Stock held
                by
                Swinford, as described herein below.


            


    

    


    
      	 	
              2.

            	
              During
                the “Option Period” (defined herein below), Swinford hereby grants Grifco
                the option to purchase the Series A Preferred Stock he currently
                holds for
                $100. The “Option Period” is a two (2) year period which starts when
                Swinford determines that he no longer desires or needs to hold the
                Preferred Stock. It is anticipated that the inception of the Option
                Period
                will occur after the CTT Holdings distribution has been completed
                and
                there remains no items which require or would be facilitated by Swinford
                retaining the Preferred Stock. It is further anticipated, especially
                should the CTT Holdings share distribution not be consummated, that
                the
                Option Period will be started once Swinford has determined that he
                no
                longer requires the Preferred Stock and/or control over CTBG. Notice
                of
                the inception of such period will be provided to Grifco in writing
                and
                Swinford will not unreasonably withhold establishment of the inception
                of
                the Option Period. 

            


    

    


    
      	 	
              3.

            	
              Swinford
                will cancel the 75,000,000 shares of common stock issued to him by
                CTBG.
                

            


    

     

    
      	 	
              4.

            	
              Swinford
                will enter into an employment agreement with CTT Holdings or one
                or more
                of its subsidiaries for a period of time and on such terms as is
                agreeable
                to Swinford and CTT Holdings. Such employment agreement will include
                (but
                is not limited to) the following:

            


    

     

    
      	 	
              a.

            	
              Issuance
                of CTT Holdings Preferred Stock which will include voting provision
                allowing Swinford to vote fifty-one percent (51%) of the votes cast
                on all
                matters voted on by CTT Holding’s
                shareholders.

            


    

     

    
      	 	
              b.

            	
              Such
                Preferred Stock will be convertible to common stock of CTT Holdings
                based
                on an earn-out or vesting schedule.

            


    

     

    
      	 	
              c.

            	
              Swinford
                will be eligible to participate in any stock option or similar stock
                purchase plan established by CTT
                Holdings.

            


    

     

    
      	 	
              d.

            	
              Swinford
                will be eligible to participate in any 401(k) or similar retirement
                plan
                established by CTT Holdings.

            


    

     


    
      
        
        

      

      
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              5.

            	
              The
                parties agree to execute any or all documents necessary to carry
                out or
                complete the terms of or the intent of this Agreement and Release.
                The
                parties further agree to execute any or all documents which are reasonably
                determined to be necessary by Swinford or his legal counsel to clarify
                the
                agreements or transactions between the parties. Without altering
                the
                generality of the foregoing, documents which are to be executed pursuant
                to this agreement include:

            


    

     

    
      	 	
              a.

            	
              Restatement
                and Novation of Agreement for Exchange of Common Stock entered in
                November
                2005 by Grifco and IPMC Holdings,
                Inc

            


    

     

    
      	 	
              b.

            	
              Assignment
                of Patent from Grifco to Swinford, or his designee or Cancellation
                of
                Assignment of Patent by Swinford to Grifco signed in connection with
                sale
                of CTT Holdings to Grifco in April
                2005.

            


    

     

    
      	 	
              c.

            	
              Any
                additional assignments necessary to clarify ownership of intellectual
                property related to coil tubing
                business.

            


    

     

    
      	 	
              d.

            	
              Any
                corporate documents related to maintenance or clarification of corporate
                formalities of CTBG. These documents do not include, unless the parties
                agree otherwise subsequently, the documents necessary to bring CTBG
                into
                compliance with its reporting requirements with the SEC.
                

            


    

     

    


    In
      consideration of the items sums set out above, the representations, agreements
      and releases in this Agreement and other good and valuable consideration, the
      sufficiency of which is hereby acknowledged and confessed, Grifco on behalf
      of
      itself, its shareholders, directors, officers, attorneys, agents, employees,
      heirs, predecessors, successors, affiliates, and assigns, RELEASES, ACQUITS
      and
      FOREVER DISCHARGES CTBG, CTT Holdings and Swinford along with their
      shareholders, directors, officers, attorneys, agents, employees, heirs,
      predecessors, successors, affiliates, from any and all claims, demands and
      causes of action of any nature whatsoever, whether arising under any contract
      or
      in tort, or arising under any state or regulation or under common law, which
      were or which could have been asserted in, or which arise from or in any way
      relate to the various activities by the parties, or which arise from or relate
      to any of the events giving rise thereto, and including all damage and other
      events arising therefrom.

    


    In
      consideration of payment of the sums set out above, the representations,
      agreements and releases in this Agreement and other good and valuable
      consideration, the sufficiency of which is hereby acknowledged and confessed,
      Dial (a.k.a. Jim Dial) on behalf of himself, his attorneys-in-fact, agents,
      heirs, predecessors, successors, affiliates, and assigns, RELEASES, ACQUITS
      and
      FOREVER DISCHARGES CTBG, CTT Holdings and Swinford along with their
      shareholders, directors, officers, attorneys, agents, employees, heirs,
      predecessors, successors, affiliates, from any and all claims, demands and
      causes of action of any nature whatsoever, whether arising under any contract
      or
      in tort, or arising under any state or regulation or under common law, which
      were or which could have been asserted in, or which arise from or in any way
      relate to the various activities by the parties, or which arise from or relate
      to any of the events giving rise thereto, and including all damage and other
      events arising therefrom.

    
 

    Grifco
      and Dial understand, agree, and acknowledge that this Agreement releases any
      and
      all claims that they may have, whether or not asserted, for any claims,
      interests or damages of any kind whatsoever, whether known or unknown, as a
      result of or in any way related to the various activities
      by the parties. Grifco and Dial further understand, agree, and acknowledge
      that
      they may hereafter discover claims or facts in addition to or different from
      those they now know or believe to be true with respect to the matters described
      and released herein. Nevertheless, it is their intention to fully, finally
      and
      forever release CTBG, CTT Holdings and Swinford from all claims relative to
      such
      matters, which now exist or which may exist in the future. In furtherance of
      such intention, this Agreement shall be and remain in effect as a full and
      complete release of all such claims.


    
      
        
        

      

      
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    The
      Parties expressly warrant and represent (i)
      that
      each has the capacity to execute this Agreement; (ii)
      that
      each has not assigned any interest or lien right to any person or entity;
(iii)
      that
      before executing this Agreement, each was fully informed of its terms, contents,
      conditions and effects regarding the same; (iv)
      that in
      entering into this Agreement no promise or representation of any kind has been
      made to either party hereby released or anyone acting for either of them,
      separate and apart from those in this Agreement; and (v)
      that in
      entering into this Agreement, each has relied solely and completely upon their
      own judgment which was formed with advice from their own counsel. The Parties
      acknowledge, understand, and agree that each will be solely responsible for
      the
      payment of any fees related to this Agreement or the matters addressed herein.
      

    


    IN
      WITNESS WHEREOF, the
      parties hereto, intending to be legally bound hereby, have each caused to be
      affixed hereto its or his/her hand and seal the day indicated.

    


    


    EXECUTED
      on this 31st
      day of
May,
      2007.

    
 

    
      	
              Grifco
                International, Inc.

            	 
	 	 
	
              /s/
                James Dial

            	 
	
              James
                Dial, President

            	 
	 	 
	 	 
	
              Coil
                Tubing Technology, Inc.

            	 
	 	 
	
              /s/
                Jerry Swinford

            	 
	
              Jerry
                Swinford, President

            	 
	 	 
	 	 
	
              Coil
                Tubing Technology Holdings, Inc.

            	 
	 	 
	
              /s/
                Jerry Swinford

            	 
	
              Jerry
                Swinford, President

            	 
	 	 
	 	 
	
              James
                Dial, Personally

            	 
	 	 
	
              /s/
                James Dial

            	 
	
              James
                Dial 

            	 
	 	 
	 	 
	
              Jerry
                Swinford, Personally 

            	 
	 	 
	
              /s/
                Jerry Swinford

            	 
	
              Jerry
                Swinford 

            	 


    

    


    


    
      
        
        

      

      
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