Acquisition Agreement with Grifco International


    Exhibit
      10.1 

     

     

    March
      20,
      2005

    


    Definitive
      Acquisition Purchase Agreement

     

    Jerry
      Swinford

    Coil
      Tubing Technology Holding, Inc.

    19515
      Weid Road

    Suite
      C

    Spring,
      Texas 77388

    


    


    Jim
      Dial

    Grifco
      International, Inc.

    206
      Amedee Drive

    Scott,
      Louisiana 70583

    


    


    This
      Definitive Acquisition Stock Purchase Agreement dated March 20, 2005 (the
“Agreement”), is between Grifco International, Inc., a Nevada corporation
      (“GFCI”) and the Shareholders of Coil Tubing Technology Holding, Inc., a Texas
      corporation (“CTTI”) identified on Exhibit A to this Agreement (the
“Shareholders”).

    


    Whereas,
      the Board of Directors of Grifco has approved the purchase of all of the shares
      of capital stock of Coil Tubing Technology Holding, Inc., held by the
      Shareholders, and Shareholders agree to sell said shares upon the terms and
      subject to the conditions set forth in this Agreement.

    


    The
      parties hereby agree that Grifco shall acquire 100% of the outstanding common
      shares of Coil Tubing Technology Holding, Inc., 

    


    ACCORDINGLY,
      the parties agree as follows:

    


    ARTICLE
      I. THE PURCHASE

    


    1.1 The
      Purchase.
      On the
      Closing Date (as defined in Section 8.1), Grifco agrees to purchase from
      Shareholders and Shareholders agree to transfer, sell and assign to Grifco
      all
      of the issued and outstanding capital stock of CTTI. Consisting of 51,000 Shares
      of common stock, par value $0.01 per share (the “Common Stock”), in the
      respective share amounts set forth opposite their names in Exhibit A (the
“Shares”), all for the purchase price set forth in Section 1.2.

    


    1.2 Purchase
      Price.
      The
      purchase price (the “Purchase Price”) to be paid by Grifco to Shareholders for
      the Shares shall be $510,000.00 Dollars and adjusted as provided in Section
      1.3.


    


    1.3 Adjustments
      to Purchase Price.
      


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    (a) Adjustment
      Amount.
      [To the
      shareholders] An initial payment of $50,000.00 US Dollars at the signing of
      the
      definitive acquisition purchase agreement and restricted shares of Grifco
      equivalent to $260,000.00 Dollars. Strike price for the restricted share
      issuance shall be determined at the close of stock market on the closing date.
      

    (b) Second
      Payment.
      Restricted shares of Grifco equivalent to $200,000.00. These restricted shares
      will be issued to HyCoTec Investments, B.V, in full satisfaction of the
      outstanding obligation to it in the approximate amount of $800,000.00.
      Strike price for the restricted share issuance shall be determined at the close
      of stock market on the closing date. 

     

    


    1.4.
       Closing
      Obligations.
      At the
      Closing;

    


    


    
      	 	
              (i)

            	
              Certificates
                representing all the Shares of Coil Tubing Technology Holding, Inc.,
                duly
                endorsed (or accompanied by duly executed stock powers), with signatures
                guaranteed by a commercial bank or by a member firm of the New York
                Stock
                Exchange, for transfer to Grifco;

            


    

     

    
      	 	
              (ii)

            	
              Releases
                in the form of Exhibit 1.4(a) (ii) executed by each Shareholder
                (collectively, “Shareholders’
Releases”);

            


    

    


    
      	 	
              (iii)

            	
              Employment
                agreement in the form of Exhibit 1.4(a)(iii), executed by Jerry Swinford
                (collectively, “Employment
                Agreement”);

            


    

     

    
      	 	
              (iv)

            	
              Non-competition
                agreements in the form of Exhibit 1.4(a)(iv), executed by each Shareholder
                (collectively, the “Non-competition Agreements”);
                and

            


    

    


    
      	 	
              (v)

            	
              A
                certificate executed by the Shareholders representing and warranting
                to
                Grifco that Shareholders’ representations and warranties in this Agreement
                were accurate in all respects as of the date of this Agreement and
                are
                accurate in all respects as of the Closing Date as if made on the
                Closing
                Date (giving full effect to any supplements to the Disclosure Letter
                that
                were delivered by Shareholders to Grifco prior to the Closing Date
                in
                accordance with Section 4.10); and

            


    

    


    (b) GRIFCO
      will deliver to Shareholders:

    


    
      	 	
              (i)

            	
              Certificates
                representing the Shares of Grifco duly endorsed (or accompanied by
                duly
                executed stock powers) with signatures guaranteed by a commercial
                bank or
                by a member from the New York Stock Exchange for transfer to each
                Shareholder as set forth opposite their names on Exhibit
                A;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (ii)

            	
              A
                certificate executed by Grifco to the effect that, except as otherwise
                stated in such certificate, each of Grifco representations and warranties
                in this Agreement is accurate in all respects as of the date of this
                Agreement and is accurate in all respects as of the Closing Date
                as if
                made on the Closing Date; 

            


    

    


    (iii) The
      Employment Agreements executed by Grifco; and

     

    (iv) Cashier’s
      check or similarly immediately available funds in the amount of
      $50,000.00.

    


    


    ARTICLE
      II. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

    


    Except
      as
      otherwise previously disclosed to Grifco in writing, each of the Shareholders
      of
      Coil Tubing Technology Holding, Inc., represents and warrants to Grifco as
      follows:



    2.1 Corporate
      Organization. Coil
      Tubing Technology Holding, Inc., is a corporation duly formed, validly existing
      and in good standing under the laws of the State of Texas. Grifco has received
      complete and correct copies of Coil Tubing Technology Holding, Inc.’s
      Certificate of Incorporation and Bylaws and all agreements between and among
      the
      Shareholders or the Shareholders and Coil Tubing Technology Holding, Inc.,
      each
      as amended to date. Such Certificate of Incorporation, Bylaws and agreements
      are
      in full force and effect. Coil Tubing Technology Holding, Inc., is duly
      qualified to do business as a foreign corporation and is in good standing under
      the laws of each state or other jurisdiction in which either the ownership
      or
      use of the properties owned or used by it, or the nature of the activities
      conducted by it, requires such qualification.

    


    2.2 Capitalization.
      As of
      the date of this Agreement, the authorized capital stock of CTTI consists of
      1,000,000 shares of Common Stock with a par value $0.01 per share, of which
      51,000 shares are issued and outstanding. CTTI has no preferred stock
      authorized, issued or outstanding.
      All the issued and outstanding shares of capital stock of Coil Tubing Technology
      Holding, Inc., are validly issued, fully paid and nonassessable. Coil Tubing
      Technology Holding, Inc., has no commitment for the issuance or sale of shares
      of its capital stock or subscriptions, options, convertible securities,
      warrants, preemptive rights, or other such rights. The Shares are not subject
      to
      any stock redemption, buy/sell, right of first refusal or other such agreements
      or understandings, whether written or oral.

    


    2.3 Capacity.
      Each
      Shareholder has the requisite capacity to enter into this Agreement and to
      carry
      out the transactions contemplated hereby. The consummation of the transactions
      contemplated by this Agreement does not require any corporate proceedings to
      authorize the same pursuant to applicable law, agreement or otherwise. This
      Agreement has been validly executed and delivered by each Shareholder and is
      a
      legal, valid and binding agreement of each of them.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.4 No
      Violation or Encumbrance. Neither the execution and delivery of this
      Agreement nor the consummation of the transactions contemplated by this
      Agreement will (a) 

    violate
      any provision of the Certificate of Incorporation or Bylaws of Coil Tubing
      Technology Holding, Inc.; (b) violate or be in conflict with, or constitute
      a
      default under, or permit the termination of, or cause the acceleration of the
      maturity of any debt or other obligation pursuant to, or require the consent
      of
      any other party to, or result in the creation or imposition of any lien upon
      any
      property or assets of Coil Tubing Technology Holding, Inc., under, any agreement
      or commitment to which Coil Tubing Technology Holding, Inc., is a party or
      by
      which Coil Tubing Technology Holding, Inc., or any Shareholder is bound; or
      (c)
      violate any statute or law or any judgment, decree, order, regulation or rule
      of
      any court or governmental authority to which Coil Tubing Technology Holding,
      Inc., its properties or any Shareholder is bound or affected, except where
      any
      one or more such violations, conflicts or defaults described in clause (b)
      or
      (c) above would not materially adversely effect the financial condition, results
      of operations, business or properties of Coil Tubing Technology Holding, Inc.,
      taken as a whole or prevent Grifco from exercising all the benefits incident
      to
      ownership of the Shares. Each of Shareholders will transfer the Shares held
      by
      him free and clear of any lien, mortgage, charge, security interest, pledge
      or
      other encumbrance or other adverse claim or interest of any nature.

    


    2.5 Consents
      and Approvals of Governmental Authorities.
      No
      consent, approval or authorization of, or declaration, filing or registration
      with, any governmental or regulatory authority is required to be obtained or
      made in connection with the transactions contemplated by this Agreement or
      the
      execution, delivery and performance of this Agreement.



    2.6 Financial
      Statements.
      Grifco
      has received the following financial statements: Dec. 31, 2004 (the “Financial
      Statements”). The Financial Statements fairly present the financial condition of
      Coil Tubing Technology Holding, Inc., as of Dec.31, 2004 (the “Balance Sheet
      Date”) and the results of operations and changes in financial position for the
      periods presented, and have been presented in accordance with generally accepted
      accounting principles consistently applied throughout the period involved.
      As of
      the Balance Sheet Date, there were (and on the Closing Date there will be)
      no
      material liabilities, absolute, accrued, contingent or otherwise, of Coil Tubing
      Technology Holding, Inc., that are not reflected or reserved against on the
      Financial Statements (or, in the case of the Closing Date, not previously
      disclosed in writing to Grifco).

    


    2.7 No
      Material Adverse Change.
      No
      material adverse change has occurred in Coil Tubing Technology Holding, Inc.’s
      business, operations or financial condition since Balance Sheet Date and since
      such date Coil Tubing Technology Holding, Inc. has conducted its business only
      in the ordinary course.

    


    2.8 Title
      to and Condition of Properties.
      On the
      Closing Date, Coil Tubing Technology Holding, Inc. will have good and marketable
      titles to its assets free and clear of any lien, mortgage, charge, security
      interest, pledge or other encumbrance or other adverse claim or interest of
      any
      nature, other than (a) liens for taxes currently payable without interest or
      penalty or not yet payable or, if previously disclosed in writing to the Grifco,
      liens for taxes the validity of which Coil Tubing Technology Holding, Inc.
      is
      contesting in good faith; (b) liens of employees for current wages not yet
      due;
      (c) liens, mortgages, and security interests previously disclosed in writing
      to
      Grifco; and (d) liens and other imperfections of title that do not materially
      interfere with the continued operation of Coil Tubing Technology Holding, Inc.’s
      business. Coil Tubing
      Technology Holding, Inc.’s tangible personal property is in good and serviceable
      condition, normal wear and tear excepted, and Coil Tubing Technology Holding,
      Inc. is carrying no excess or obsolete inventories or work-in-progress for
      which
      adequate reserves are not reflected on its Financial
      Statements.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    2.9 Permits,
      Licenses and Material Agreements;
      To the
      best of its knowledge, Coil Tubing Technology Holding, Inc. presently holds
      all
      the permits, licenses, franchises and approvals of governmental authorities
      and
      agencies material to its current use, occupancy or operations, and it has not
      failed or is not failing to comply in any material respect with any applicable
      law or regulation where such failure would, individually or in the aggregate,
      have a material adverse effect on the financial condition, business or
      operations of Coil Tubing Technology Holding, Inc. All agreements, instruments,
      leases, or commitments to which Coil Tubing Technology Holding, Inc. is a party
      or is subject and which are material to its business and operation are valid,
      binding and fully enforceable by Coil Tubing Technology Holding, Inc., and
      Coil
      Tubing Technology Holding, Inc. is not in default nor has any event or
      circumstance occurred which, but for the expiration of any applicable grace
      period or the giving of notice, or both, would constitute a default under any
      such agreement, instrument, lease or commitment.

    


    2.10 Litigation.
      There is
      no litigation, legal, administrative or arbitral proceeding, investigation
      or
      other action of any nature pending or, to Coil Tubing Technology Holding, Inc.’s
      best knowledge, threatened against, affecting or related to Coil Tubing
      Technology Holding, Inc. or the Shares.

    


    2.11 Certain
      Fees.
      Neither
      Coil Tubing Technology Holding, Inc. nor any of its officers, directors or
      employees in their capacities as such, has incurred any claims for any brokerage
      fees, commissions or finders’ fees in connection with the transactions
      contemplated by this Agreement.


    


    Other
      Common Representations and Warranties

    


    2.12. Condition
      and Sufficiency of Assets.
      The
      buildings, plants, structures, and equipment of Coil Tubing Technology Holding,
      Inc., are structurally sound, are in good operating condition and repair, and
      are adequate for the uses to which they are being put, and none of such
      buildings, plants, structures, or equipment is in need of maintenance or repairs
      except for ordinary, routine maintenance and repairs that are not material
      in
      nature or cost. The building, plants, structures, and equipment of Coil Tubing
      Technology Holding, Inc. are sufficient for the continued conduct of Coil Tubing
      Technology Holding, Inc.’s business after the Closing in substantially the same
      manner as conducted prior to the Closing.

    


    2.13. Accounts
      Receivable.
      All
      accounts receivable of Coil Tubing Technology Holding, Inc. that are reflected
      on the Financial Statements or on the accounting records of Coil Tubing
      Technology Holding, Inc. as of the Closing Date (collectively, the “Accounts
      Receivable”) represent or will represent valid obligations arising from sales
      actually made or services actually performed in the ordinary course of business.
      Unless paid prior to the Closing Date, the Accounts Receivable are or will
      be as
      of the Closing Date current and collectible net of the respective
      reserves shown on the latest Balance Sheet or on the accounting records of
      Coil
      Tubing Technology Holding, Inc., as of the Closing Date (which reserves are
      adequate and calculated consistent with past practice and, in the case of the
      reserve as of the Closing Date, will not represent a greater percentage of
      the
      Accounts Receivable as of the Closing Date than the reserve reflected in the
      latest Balance Sheet represented of the Accounts Receivable reflected therein
      and will not represent a material adverse change in the composition of such
      Accounts Receivable in terms of aging). Subject to such reserves, each of the
      Accounts Receivable either has been or will be collected in full, without any
      set-off, within 90 days after the day on which it first becomes due and payable.
      There is no contest, claim, or right of set-off, other than returns in the
      ordinary course of business, under any Contract with any obligor of an Accounts
      Receivable relating to the amount or validity of such Accounts Receivable.
      Part
      2.13 of the Disclosure Letter contains a complete and accurate list of all
      Accounts Receivable as of the Balance Sheet Date, which list sets forth the
      aging of such Accounts Receivable.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    2.14 
      Inventory.
      All
      inventory of Coil Tubing Technology Holding, Inc., whether or not reflected
      in
      the latest Balance Sheet, consists of a quality and quantity usable and salable
      in the ordinary course of business, except for obsolete items and items of
      below-standard quality, all of which have been written off or written down
      to
      net realizable value in such Balance Sheet or on the accounting records of
      Coil
      Tubing Technology Holding, Inc., as of the Closing Date, as the case may be.
      All
      inventories not written off have been priced at the lower of cost or [market]
      on
      a [first in, first out] basis. The quantities of each item of inventory (whether
      raw materials, work-in-process, or finished goods) are not excessive, but are
      reasonable in the present circumstances of Coil Tubing Technology Holding,
      Inc.



    
      	 	
              2.15.

            	
              No
                Undisclosed Liabilities;
                Except as set forth in Part 2.15 of the Disclosure Letter, Coil Tubing
                Technology Holding, Inc. has no liabilities or obligations of any
                nature
                (whether known or unknown and whether absolute, accrued, contingent,
                or
                otherwise) except for liabilities or obligations reflected or reserved
                against in the Balance Sheet and current liabilities incurred in
                the
                ordinary course of business since the respective dates
                thereof.

            


    

     

    Coil
      Tubing Technology Holding, Inc., has the following Liabilities and
      obligations which the Company will assume and pay:

     

    
      	
              Liability

            	
              Amount
                (in dollars)

            	
              COB/NOB

            
	
              Hammelmann
                Corporation 

            	
              $84,266.85

            	 
	
              Internal
                Revenue Service 

            	
              $21,251.42

            	 
	
              Internal
                Revenue Service 

            	
              $3,048.40

            	 
	
              Hui
                Min McVoy 

            	
              $1,750.00
                

            	
              NOB

            
	
              John
                Akard 

            	
              $818.80
                

            	
              NOB

            
	
              Industrial
                Science 

            	
              $15,130.00
                

            	
              NOB

            
	
              Prescott
                Machine 

            	
              $8,060.00
                

            	
              NOB

            
	
              Office
                Depot 

            	
              $1,238.86
                

            	
              NOB

            
	
              Paul
                Bettencourt 

            	
              $696.38
                

            	
              NOB

            
	
              Klein
                School District 

            	
              $1,393.46
                

            	
              NOB

            
	 	 	 
	
              Total
                

            	
              $137,653.57
                

            	 
	 	 	 
	 	 	
              *
                COB - Change on Balance Sheet

            
	 	 	
              *NOB
                - Not on Balance 

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    2.16.
       Taxes.
      Except
      as
      disclosed on Part 2.16 of the Disclosure Letter or as would not have a material
      adverse effect on Coil Tubing Technology Holding, Inc.: (a) Coil Tubing
      Technology Holding, Inc. has duly filed all federal, state, local and foreign
      tax returns required to be filed by or with respect to it with the applicable
      taxing authority, and no extensions with respect to such tax returns have (or
      as
      of the Closing Date will have) been requested or granted; (b) Coil Tubing
      Technology Holding, Inc. has (and as of the Closing Date will have) paid all
      taxes due, or claimed by any taxing authority to be due, from or with respect
      to
      it, except taxes that are being contested in good faith by appropriate legal
      proceedings; (c) there has been no issue raised or adjustment proposed (and
      none
      is pending) by any taxing authority in connection with any of the tax returns
      of
      Coil Tubing Technology Holding, Inc. that has not been resolved or paid, and
      no
      such issues raised could reasonably be expected to result in a proposed tax
      deficiency to Coil Tubing Technology Holding, Inc. for any other period not
      so
      examined; (d) all taxes that are required to be withheld or collected by Coil
      Tubing Technology Holding, Inc. have been duly withheld or collected and to
      the
      extent required, have been paid or properly segregated or deposited as required
      by applicable law; (e) Coil Tubing Technology Holding, Inc. has not waived
      the
      statute of limitations on the right of any taxing authority in connection with
      its tax returns or otherwise made any special arrangements with any taxing
      authority.

    


    2.17.  Absence
      of Certain Changes and Events.
      Except
      as set forth in Part 2.17 of the Disclosure Letter, since the Balance Sheet
      Date, Coil Tubing Technology Holding, Inc. has conducted their businesses only
      in the ordinary course of business and there has not been any:

    


    (a)
       Change
      in
      Coil Tubing Technology Holding, Inc.’s authorized or issued capital stock; grant
      of any stock option or right to purchase shares of capital stock of Coil Tubing
      Technology Holding, Inc.; issuance of any security convertible into such capital
      stock; grant of any registration rights; purchase, redemption, retirement,
      or
      other acquisition by Coil Tubing Technology Holding, Inc. of any shares of
      any
      such capital stock; or declaration or payment of any dividend or other
      distribution or payment in respect of shares of capital stock;

    


    (b) 
      Amendment to the organizational documents of Coil Tubing Technology Holding,
      Inc.;

    


    (c) 
      Payment
      or increase by Coil Tubing Technology Holding, Inc. of any bonuses, salaries,
      or
      other compensation to any stockholder, director, officer, or (except in the
      ordinary course of business) employee or entry into any employment, severance,
      or similar contract with any director, officer, or employee;

    


    (d)
       Adoption
      of, or increase in the payments to or benefits under, any profit sharing, bonus,
      deferred compensation, savings, insurance, pension, retirement, or other
      employee benefit plan for or with any employees of Coil Tubing Technology
      Holding, Inc.;


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (e)
       Damage
      to
      or destruction or loss of any asset or property of Coil Tubing Technology
      Holding, Inc., whether or not covered by insurance, materially and adversely
      affecting the properties, assets, business, financial condition, or prospects
      of
      Coil Tubing Technology Holding, Inc., taken as a whole;



    (f)
       Entry
      into, termination of, or receipt of notice of termination of (i) any license,
      distributorship, dealer, sales representative, joint venture, credit, or similar
      agreement, or (ii) any contract or transaction involving a total remaining
      commitment by or to Coil Tubing Technology Holding, Inc., of at least
      $10,000.00;

    


    (g)
       Sale
      (other than sales of inventory in the ordinary course of business), lease,
      or
      other disposition of any asset or property of Coil Tubing Technology Holding,
      Inc., or mortgage, pledge, or imposition of any lien or other encumbrance on
      any
      material asset or property of Coil Tubing Technology Holding, Inc.;

    


    (h)
       Cancellation
      or waiver of any claims or rights with a value to Coil Tubing Technology
      Holding, Inc. in excess of $10,000.00;

    


    (i) 
      Material
      change in the accounting methods used by Coil Tubing Technology Holding, Inc.;
      or

    


    (j)
       Agreement,
      whether oral or written, by Coil Tubing Technology Holding, Inc. to do any
      of
      the foregoing.

    


    2.18 
      Contracts. Coil Tubing Technology Holding, Inc. has made available to Grifco
      for
      review complete and correct copies of all material contracts. Except as set
      forth on Part 2.18 of the Disclosure Letter, each of the material contracts
      may
      be transferred to Grifco without the consent of any person. Each of the material
      contracts is valid, binding and in full force and effect against Coil Tubing
      Technology Holding, Inc., and to Coil Tubing Technology Holding, Inc.’s
      knowledge, is valid, binding and in full force and effect against the other
      party thereto. Except as set forth on Part 2.18 of the Disclosure Letter, Coil
      Tubing Technology Holding, Inc. is not in default in any material respect,
      and
      no notice of alleged default has been received by Coil Tubing Technology
      Holding, Inc., under any of the material contracts, and no other party thereto
      is, to the knowledge of Coil Tubing Technology Holding, Inc., in default there
      under in any material respect, and, to the knowledge of Coil Tubing Technology
      Holding, Inc., there exists no condition or event which, with or without notice
      or lapse of time or both, would (a) constitute a default under any of the
      material contracts by Coil Tubing Technology Holding, Inc., or any other parties
      thereto, or (b) otherwise give any other party to such a contract the right
      to
      charge penalties or reduce the rates that would otherwise be payable under
      such
      a contract.

    


    2.19
       Coil
      Tubing Technology Holding, Inc.’s
      Insurance.
      Coil
      Tubing Technology Holding, Inc. will obtain and maintain with sound and
      reputable insurers, and, to the knowledge of Coil Tubing Technology Holding,
      Inc., there will be in full force and effect, policies of insurance with respect
      to its business against such casualties and contingencies of such types and
      in
      such amounts as Coil Tubing Technology Holding, Inc. considers customary and
      reasonable. All premiums due and payable with respect to such policies will
      be
      timely paid. No written notice of cancellation of, or written indication of
      any
      intention not to renew, any such policy has been received by Coil Tubing
      Technology Holding, Inc., or to the knowledge of Coil Tubing Technology Holding,
      Inc. Set forth on Part 2.19 of the Disclosure Letter is a summary description
      of
      (a) the insurance policies that will be acquired and maintained by Coil Tubing
      Technology Holding, Inc., and (b) any and all outstanding
      insurance.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    


    2.20.
       Environmental
      Matters.
      Except
      as set forth in Part 2.20 of the Disclosure Letter:

    
 

    (a)
       Coil
      Tubing Technology Holding, Inc. is, and at all times has been, in full
      compliance with, and has not been and is not in violation of or liable under,
      any environmental law. Coil Tubing Technology Holding, Inc. has no basis to
      expect, nor has it or any other person for whose conduct they are or may be
      held
      to be responsible received, any actual or threatened order, notice, or other
      communication from (i) any governmental body or private citizen acting in the
      public interest, or (ii) the current or prior owner or operator of any
      facilities, of any actual or potential violation or failure to comply with
      any
      environmental law, or of any actual or threatened obligation to undertake or
      bear the cost of any environmental, health, and safety liabilities with respect
      to any of the facilities or any other properties or assets (whether real,
      personal, or mixed) in which Coil Tubing Technology Holding, Inc. has had an
      interest, or with respect to any property or facility at or to which hazardous
      materials were generated, manufactured, refined, transferred, imported, used,
      or
      processed by Coil Tubing Technology Holding, Inc., or any other person for
      whose
      conduct they are or may be held responsible, or from which hazardous materials
      have been transported, treated, stored, handled, transferred, disposed,
      recycled, or received.

    


    (b) 
      There
      are no pending or, to the knowledge of Coil Tubing Technology Holding, Inc.,
      threatened claims, encumbrances, or other restrictions of any nature, resulting
      from any environmental, health, and safety liabilities or arising under or
      pursuant to any environmental law, with respect to or affecting any of the
      facilities or any other properties and assets (whether real, personal, or mixed)
      in which Coil Tubing Technology Holding, Inc. has or had an
      interest.

    


    (c) 
      Coil
      Tubing Technology Holding, Inc. has no basis to expect, nor has it or any other
      person for whose conduct they are or may be held responsible, received, any
      citation, directive, inquiry, notice, order, summons, warning, or other
      communication that relates to hazardous activity, hazardous materials, or any
      alleged, actual, or potential violation or failure to comply with any
      environmental law, or of any alleged, actual, or potential obligation to
      undertake or bear the cost of any environmental, health, and safety liabilities
      with respect to any of the facilities or any other properties or assets (whether
      real, personal, or mixed) in which Coil Tubing Technology Holding, Inc. had
      an
      interest, or with respect to any property or facility to which hazardous
      materials generated, manufactured, refined, transferred, imported, used, or
      processed by Coil Tubing Technology Holding, Inc., or any other person for
      whose
      conduct they are or may be held responsible, have been transported, treated,
      stored, handled, transferred, disposed, recycled, or received.

    


    (d) 
      Neither
      Coil Tubing Technology Holding, Inc., nor any other person for whose conduct
      it
      is or may be held responsible, has any environmental, health, and safety
      liabilities with respect to the facilities or with respect to any other
      properties and assets (whether real, personal, or mixed) in which Coil Tubing
      Technology Holding, Inc. (or any predecessor) has or had an interest, or at
      any
      property geologically or hydrologically adjoining the facilities or any such
      other property or assets.


    
      
        
        

      

      
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    (e)
       There
      are
      no hazardous materials present on or in the environment at the facilities or
      at
      any geologically or hydrologically adjoining property, including any hazardous
      materials contained in barrels, above or underground storage tanks, landfills,
      land deposits, dumps, equipment (whether moveable or fixed) or other containers,
      either temporary or permanent, and deposited or located in land, water, sumps,
      or any other part of the facilities or such adjoining property, or incorporated
      into any structure therein or thereon. Neither Coil Tubing Technology Holding,
      Inc., nor any other person for whose conduct it is or may be held responsible,
      or [to the knowledge of Coil Tubing Technology Holding, Inc.] any other person,
      has permitted or conducted, or is aware of, any hazardous activity conducted
      with respect to the facilities or any other properties or assets (whether real,
      personal, or mixed) in which Coil Tubing Technology Holding, Inc. has or had
      an
      interest.



    (f) 
      There
      has been no release or, to the knowledge of Coil Tubing Technology Holding,
      Inc., threat of release, of any hazardous materials at or from the facilities
      or
      at any other locations where any hazardous materials were generated,
      manufactured, refined, transferred, produced, imported, used, or processed
      from
      or by the facilities, or from or by any other properties and assets (whether
      real, personal, or mixed) in which Coil Tubing Technology Holding, Inc. has
      or
      had an interest, or any geologically or hydrologically adjoining property,
      whether by Coil Tubing Technology Holding, Inc. or any other
      person.

    


    (g)
       Coil
      Tubing Technology Holding, Inc. has delivered to Grifco true and complete copies
      and results of any reports, studies, analyses, tests, or monitoring possessed
      or
      initiated by Coil Tubing Technology Holding, Inc., pertaining to hazardous
      materials or hazardous activities in, on, or under the facilities, or concerning
      compliance by Coil Tubing Technology Holding, Inc., or any other person for
      whose conduct it is or may be held responsible, with environmental
      laws.

    


    2.21
       Employees.

    


    (a) 
      Set
      forth on Part 2.21(a) of the Disclosure Letter is a list of the name, social
      security number (or the equivalent), and dates of employment by Coil Tubing
      Technology Holding, Inc., of each employee on the date hereof, together with
      the
      position held by such employee and the total amounts of salary, bonuses and
      other compensation paid or payable by Coil Tubing Technology Holding, Inc.,
      to
      each such person for the current fiscal year and the immediately preceding
      fiscal year. Coil Tubing Technology Holding, Inc., has maintained adequate
      and
      suitable records regarding each person employed by Coil Tubing Technology
      Holding, Inc., and has made such records available to Grifco.

    


    (b)
       Except
      as
      set forth on Part 2.21(b) of the Disclosure Letter, Coil Tubing Technology
      Holding, Inc., is not a party to any employment agreement with any employees,
      and the employment of each employee may be terminated by Coil Tubing Technology
      Holding, Inc., on not more than 14 days notice to such employee without
      liability to Coil Tubing Technology Holding,
      Inc., subject to the applicable law. The consummation of the transactions
      contemplated by this Agreement will not result in the incurring of any severance
      pay obligations to any employee. Except as set forth in Part 2.21(a) of the
      Disclosure Letter, there are no outstanding claims asserted in writing against
      Coil Tubing Technology Holding, Inc., by any person who is or was employed
      by
      Coil Tubing Technology Holding, Inc., or any dispute with any material number
      of
      class of the employees.


    
      
        
        

      

      
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    2.22  Employee
      Benefits.
      Set
      forth on Part 2.22 of the Disclosure Letter is a list identifying each employee
      benefit plan, policy, agreement or arrangement, including without limitation,
      pension, stock option, share saving, deferred compensation, profit sharing,
      incentive, bonus and severance pay plans and arrangements, whether legally
      enforceable or not, which (a) is, has been or is proposed to be entered into,
      administered, maintained or contributed to by Coil Tubing Technology Holding,
      Inc., or (b) covers any employee or former employee (each, a “Benefit Plan”).
      Each Benefit Plan has been maintained and contributed to in compliance with
      the
      requirements of applicable law. Coil Tubing Technology Holding, Inc. has paid
      and discharged when due all obligations and liabilities arising under such
      plans
      and applicable law of a character which, if not paid or discharged, are likely
      to result in the imposition of an encumbrance or the assertion of a liability
      enforceable against Coil Tubing Technology Holding, Inc.

    


    2.23 
      Labor
      Relations.



    (a) 
      Except
      as disclosed on Part 2.23(a) of the Disclosure Letter, (i) there are no
      collective bargaining agreements or other similar agreements, arrangements,
      or
      understandings, written or oral, with employees as a group to or by which Coil
      Tubing Technology Holding, Inc. is a party or is bound; (ii) no employees are
      represented by any labor organization, collective bargaining representative
      or
      group of employees; (iii) no labor organization, collective bargaining
      representative or group of employees claims to represent a majority of the
      employees; (iv) Coil Tubing Technology Holding, Inc., has not been involved
      with
      any representational campaign by any union or other organization or group
      seeking to become the collective bargaining representative of any employees,
      or
      been subject to or, to the knowledge of Coil Tubing Technology Holding, Inc.
      overtly threatened with any strike or other concerted labor activity or dispute;
      and (v) Coil Tubing Technology Holding, Inc. is not obligated to bargain
      collectively with respect to wages, hours and other terms and conditions of
      employment with any recognized or certified labor organization, collective
      bargaining representative or group of employees with respect to
      employees.

    


    (b)
       
      To the
      knowledge of Coil Tubing Technology Holding, Inc., it is in compliance with
      all
      applicable laws pertaining to employment and employment practices and wages,
      hours, and other terms and conditions of employment in respect of all employees,
      and Coil Tubing Technology Holding, Inc. is not engaged in any unfair labor
      practices or unlawful employment practices with respect to employees. There
      is
      no pending or, to the knowledge of Coil Tubing Technology Holding, Inc., overtly
      threatened action, claim, investigation, or inquiry by or before, and Coil
      Tubing Technology Holding, Inc. is not subject to any judgment, order, writ,
      injunction or decree of or inquiry from, any governmental entity in connection
      with any current, former or prospective employees.


    
      
        
        

      

      
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    2.24
      Intellectual
      Property
      Coil
      Tubing Technology Holding, Inc. owns or has rights to use all intellectual
      property necessary for the operation of its business as presently operated.
      Coil
      Tubing Technology Holding, Inc. is not infringing upon the intellectual property
      of any third party and has not received any written notice or claim of any
      infringement, violation, misuse or misappropriation in connection with the
      operation of its business of any intellectual property owned or purported to
      be
      owned by any other person.

    


    2.25.
      Certain
      Payments.
      Since
      February 17, 2004, neither Coil Tubing Technology Holding, Inc., nor any
      director, officer, agent, or employee of Coil Tubing Technology Holding, Inc.,
      or any other person associated with or acting for or on behalf of Coil Tubing
      Technology Holding, Inc., has directly or indirectly (a) made any contribution,
      gift, bribe, rebate, payoff, influence payment, kickback, or other payment
      to
      any person, private or public, regardless of form, whether in money, property,
      or services (i) to obtain favorable treatment in securing business, (ii) to
      pay
      for favorable treatment for business secured, (iii) to obtain special
      concessions or for special concessions already obtained, for or in respect
      of
      Coil Tubing Technology Holding, Inc., or any affiliate of Coil Tubing Technology
      Holding, Inc., or (iv) in violation of any legal requirement, (b) established
      or
      maintained any fund or asset that has not been recorded in the books and records
      of Coil Tubing Technology Holding, Inc.

    


    2.26.
      Disclosure.

    


    (a)
      No
      representation or warranty of Coil Tubing Technology Holding, Inc., in this
      Agreement and no statement in the Disclosure Letter omits to state a material
      fact necessary to make the statements herein or therein, in light of the
      circumstances in which they were made, not misleading.



    (b)
      No
      notice given under this Agreement will contain any untrue statement or omit
      to
      state a material fact necessary to make the statements therein or in this
      Agreement, in light of the circumstances in which they were made, not
      misleading.

    


    (c)
      There
      is no fact known to Coil Tubing Technology Holding, Inc., (other than general
      economic or industry conditions) and that materially adversely affects the
      assets, business, prospects, financial condition, or results of operations
      of
      Coil Tubing Technology Holding, Inc., (on a consolidated basis) that has not
      been set forth in this Agreement or the Disclosure Letter.

    


    2.27.
      Relationships
      with
      Affiliates.
      No
      shareholder of Coil Tubing Technology Holding, Inc., or any affiliate of Coil
      Tubing Technology Holding, Inc., has, any interest in any property (whether
      real, personal, or mixed and whether tangible or intangible), used in or
      pertaining to Coil Tubing Technology Holding, Inc.,’s businesses. No Coil Tubing
      Technology Holding, Inc., or any affiliate of Coil Tubing Technology Holding,
      Inc., is, has owned (of record or as a beneficial owner) an equity interest
      or
      any other financial or profit interest in, a person or business entity that
      has
      (a) had business dealings or a material financial interest in any transaction
      with Coil Tubing Technology Holding, Inc., other than business dealings or
      transactions conducted in the ordinary course of business with Coil Tubing
      Technology Holding, Inc., at substantially prevailing market prices and on
      substantially prevailing market terms, or (b) engaged
      in competition with Coil Tubing Technology Holding, Inc., with respect to any
      line of the products or services (a “Competing Business”) in any market
      presently served by Coil Tubing Technology Holding, Inc.,. Except as set forth
      in Part 2.27 of the Disclosure Letter, no Coil Tubing Technology Holding, Inc.,
      or any affiliate of Coil Tubing Technology Holding, Inc., is a party to any
      contract with, or has any claim or right against, Coil Tubing Technology
      Holding, Inc.,.


    
      
        
        

      

      
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    ARTICLE
      III. REPRESENTATIONS AND WARRANTIES OF GRIFCO

    


    Except
      as
      otherwise previously disclosed to [Coil Tubing Technology Holding, Inc.,] [The
      Shareholders] in writing, GRIFCO represents and warrants to [Coil Tubing
      Technology Holding, Inc.,] [The Shareholders] as follows:

    


    3.1 Corporate
      Organization. Grifco
      is
      a corporation duly formed, validly existing and in good standing under the
      laws
      of the State of Nevada.

    


    3.2 Authorization.
      Grifco
      has the requisite corporate power and authority to enter into this Agreement
      and
      to carry out the transactions contemplated hereby. The Board of Directors of
      GRIFCO and the shareholders of Grifco have duly authorized the execution and
      delivery of this Agreement, the performance by Grifco of its obligations under
      this Agreement and the consummation of the transactions contemplated by this
      Agreement, and no further corporate proceedings by Grifco are necessary to
      authorize this Agreement. This Agreement has been validly executed and delivered
      by Grifco and is a legal, valid and binding agreement of
      Grifco.



    3.3 No
      Violation.
      Neither
      the execution and delivery of this Agreement, the performance by Grifco of
      its
      obligations under this Agreement, nor the consummation of the transactions
      contemplated by this Agreement will (a) violate any provision of the Certificate
      of Incorporation or Bylaws of Grifco; (b) violate or be in conflict with, or
      constitute a default under, or permit the termination of, or cause the
      acceleration of the maturity of any debt or other obligation pursuant to, or
      require the consent of any other party to, or result in the creation or
      imposition of any lien upon any property or assets of Grifco under, any
      agreement or commitment to which Grifco is a party or by which Grifco is bound;
      or (c) violate any statute or law or any judgment, decree, order, regulation
      or
      rule of any court or governmental authority to which Grifco or its properties
      is
      bound, or affected, except where any one or more such violations, conflicts
      or
      defaults described in clause (b) or (c) above would not prevent consummation
      of
      the transactions contemplated by this Agreement.

    


    3.4 Consents
      and Approvals of Governmental Authorities. Except
      for the filing of appropriate documents to effect the Merger as required by
      the
      laws of the State of Nevada, No consent, approval or authorization of, or
      declaration, filing or registration with, any governmental or regulatory
      authority is required to be obtained or made by Grifco in connection with the
      transactions contemplated by this Agreement or the execution, delivery and
      performance of this Agreement by Grifco.

    


     


    
      
        
        

      

      
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    ARTICLE
      IV. CONDUCT OF Coil
      Tubing Technology Holding, Inc.,
      BUSINESS PENDING THE CLOSING DATE

    


    Pending
      the Closing Date (as defined in Section 8.1), and except as otherwise consented
      to or approved by Grifco in writing or as otherwise contemplated by this
      Agreement:

    


    4.1 Conduct
      of Business.
      Coil
      Tubing Technology Holding, Inc., will operate its business diligently and in
      good faith, consistent with past practice.

    


    4.2 Acquisition
      or Disposition of Assets.
      Coil
      Tubing Technology Holding, Inc., shall not acquire or dispose of any substantial
      assets, other than in the ordinary course of business or in transactions where
      the aggregate consideration does not exceed $10,000.00, or enter into any
      contract, agreement, commitment or arrangement with respect to the
      foregoing.

    


    4.3 Employment
      Agreements, Compensation and Benefits.
      Coil
      Tubing Technology Holding, Inc., shall not enter into any new employment
      agreement, amend any existing employment agreement or grant any increases in
      compensation or benefits payable to their officers or employees other than
      increases in the ordinary course of business and consistent with past practice
      payable to non-officer employees.

    


    4.4 Amendments.
      No
      change or amendment shall be made to the Certificate of Incorporation or Bylaws
      of Coil Tubing Technology Holding, Inc.,..

    


    4.5 Capital
      Changes.
      Coil
      Tubing Technology Holding, Inc., shall not issue or sell or issue any securities
      convertible into, or options, warrants to purchase, rights to subscribe to
      or
      enter into any arrangement or contract with respect to the issuance of, any
      shares of its capital stock or any of its other securities, or make any other
      changes in its capital structure.



    4.6 Dividends;
      Redemptions.
      Except
      as contemplated by this Agreement, Coil Tubing Technology Holding, Inc., shall
      not declare, pay or set aside for payment any dividend or other distribution
      in
      respect of its capital stock, nor shall Coil Tubing Technology Holding, Inc.,
      directly or indirectly, redeem, purchase or otherwise acquire any of its capital
      stock.

    


    4.7 Capital
      Expenditures.
      Coil
      Tubing Technology Holding, Inc., shall not make any capital expenditures or
      appropriations or commitments with respect thereto, except capital expenditures,
      appropriations or commitments not exceeding $10,000.00 in the aggregate as
      Coil
      Tubing Technology Holding, Inc., may, in its discretion, deem
      appropriate.

    


    4.8 Borrowing.
      Coil
      Tubing Technology Holding, Inc., shall not incur or assume any indebtedness
      except for (a) long-term indebtedness (as defined below) under its currently
      existing credit agreements (as the same may be amended), (b) short-term
      indebtedness (as defined below) in the ordinary course of business, or (c)
      indebtedness in an amount or amounts less than an aggregate of $10,000.00.
      Except to the extent of any guarantees outstanding on the date of this
      Agreement, Coil Tubing Technology Holding, Inc., shall not guarantee any
      indebtedness. As used in this Section 4.8, “long-term indebtedness” means any
      indebtedness for money
      borrowed maturing more than one year after the date of the incurrence or
      assumption thereof, and “short-term indebtedness” means any such indebtedness
      for money borrowed maturing one year or less after the date of the incurrence
      or
      assumption thereof.


    
      
        
        

      

      
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    4.9 No
      Agreements.
      Coil
      Tubing Technology Holding, Inc., shall not agree or otherwise commit to do
      any
      of the foregoing in this Article IV.

    


    4.10 Notification.
      Between
      the date of this Agreement and the Closing Date, Coil Tubing Technology Holding,
      Inc., and Shareholders will promptly notify Grifco in writing if Coil Tubing
      Technology Holding, Inc., or Shareholders becomes aware of any fact or condition
      that causes or constitutes a breach of any of representations and warranties
      as
      of the date of this Agreement, or if Coil Tubing Technology Holding, Inc.,
      or
      such Shareholder becomes aware of the occurrence after the date of this
      Agreement of any fact or condition that would (except as expressly contemplated
      by this Agreement) cause or constitute a breach of any such representation
      or
      warranty had such representation or warranty been made as of the time of
      occurrence or discovery of such fact or condition. Should any such fact or
      condition require any change in the Disclosure Letter if the Disclosure Letter
      were dated the date of the occurrence or discovery of any such fact or
      condition, Coil Tubing Technology Holding, Inc., or Shareholders will promptly
      deliver to Grifco a supplement to the Disclosure Letter specifying such change.
      During the same period, Coil Tubing Technology Holding, Inc., or Shareholders
      will promptly notify Grifco of the occurrence of any breach of any covenant
      in
      this Article VI or of the occurrence of any event that may make the satisfaction
      of the conditions in Article VII impossible or unlikely.

    


    ARTICLE
      V CERTAIN OBLIGATIONS OF THE PARTIES

    


    Grifco
      covenants and agrees with Coil Tubing Technology Holding, Inc., and Coil Tubing
      Technology Holding, Inc., covenants and agrees with Grifco that between the
      date
      of this Agreement and the Closing Date:



    5.1 Full
      Access.
      Coil
      Tubing Technology Holding, Inc., shall, upon reasonable request, afford to
      Grifco and its affiliates, and its counsel, accountants and other authorized
      representatives full access during normal business hours to the plants,
      properties, books and records of Coil Tubing Technology Holding, Inc., in order
      that Grifco may have the opportunity to make such reasonable investigations
      as
      it shall desire to make of the affairs of Coil Tubing Technology Holding, Inc.,
      and Coil Tubing Technology Holding, Inc., will cause its officers and employees
      to furnish such additional financial and operating data and other information
      as
      Grifco shall from time to time reasonably request. Coil Tubing Technology
      Holding, Inc., shall, upon reasonable request, provide Grifco or its counsel,
      accountants and other authorized representatives with such information
      concerning Coil Tubing Technology Holding, Inc., as may be reasonably necessary
      for Grifco to ascertain the accuracy and completeness of the information
      supplied by Coil Tubing Technology Holding, Inc.,.

    


    5.2 Confidentiality.
      Grifco,
      Coil Tubing Technology Holding, Inc., and their affiliates will, and will use
      their best efforts to cause their counsel, accountants and other authorized
      representatives to, hold in strict confidence and not disclose to others,
      without the prior
      written consent of the parties to this Agreement, any information received
      by
      them in connection with the transactions contemplated by this
      Agreement.


    
      
        
        

      

      
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    5.3 Waivers,
      Consents and Approvals.
      Coil
      Tubing Technology Holding, Inc., will use its best efforts to obtain any
      waivers, consents or approvals under the terms of any agreement or commitment
      to
      which Coil Tubing Technology Holding, Inc., is a party that are necessary for
      the consummation of the transactions contemplated by this Agreement. In
      obtaining such waivers, consents and approvals, Coil Tubing Technology Holding,
      Inc., shall not, without consent of Grifco, agree to any amendment to any such
      instrument. 

    


    5.4 Publicity.
      Grifco
      and Coil Tubing Technology Holding, Inc., agree to consult with each other
      in
      issuing any press release and with respect to the general content of other
      public statements about the transactions contemplated by this Agreement, and
      shall not issue any such press release prior to such consultation, except as
      may
      be required by law.

    


    5.5 Negotiations.
      Between
      the date of this Agreement and the Closing Date (or earlier termination of
      this
      Agreement pursuant to Section 9.1) Coil Tubing Technology Holding, Inc., shall
      not, and shall not permit any of its officers, employees, representatives or
      agents, directly or indirectly, to encourage, solicit or initiate discussions
      or
      negotiations with, or provide any non-public information to or negotiate or
      enter into any agreement with, any corporation, partnership, person or other
      entity or group concerning any possible proposals regarding a merger or other
      business combination involving Coil Tubing Technology Holding, Inc., or for
      the
      acquisition of a material equity interest in, or a material portion of the
      assets of Coil Tubing Technology Holding, Inc., (an “Acquisition Proposal”),
      other than the transactions contemplated by this Agreement. Coil Tubing
      Technology Holding, Inc., shall promptly notify Grifco if any such discussions
      or negotiations are sought to be initiated with, any such information is
      requested from, or any Acquisition Proposal is received by Coil Tubing
      Technology Holding, Inc.,

    


    ARTICLE
      VI. CONDITIONS TO THE OBLIGATIONS OF COIL TUBING TECHNOLOGY HOLDING,
      INC.,

    


    The
      obligations of Coil Tubing Technology Holding, Inc., under this Agreement to
      be
      performed on or before the Closing Date shall be subject to the satisfaction
      on
      or before the Closing Date, of each of the following conditions:

    
 

    6.1 Representations
      and Warranties True.
      The
      representations and warranties of Grifco contained in this Agreement shall
      be
      true and correct in all material respects on the date of this Agreement and
      at
      and on the Closing Date as though such representations and warranties were
      made
      at and on such date, except for changes permitted or contemplated by this
      Agreement.

    


    6.2 Performance.
      Grifco
      shall have performed and complied in all material respects with all agreements,
      obligations and conditions required by this Agreement to be performed or
      complied with by it on or prior to the Closing Date.

     

    6.3 No
      Proceeding, Litigation or Injunction. No
      suit,
      action, or other proceeding seeking to restrain, prevent or change the
      transactions contemplated by this Agreement or otherwise
      questioning the validity or legality of such transactions shall have been
      instituted and be pending, and, on the Closing Date, there shall be no effective
      injunction, writ, preliminary restraining order or any order of any nature
      issued by a court of competent jurisdiction or other governmental authority
      directing that the transactions provided for in this Agreement or any of them
      not be consummated as so provided or imposing by conditions on the consummation
      of the transactions contemplated by this Agreement which Coil Tubing Technology
      Holding, Inc., reasonably deems.


    
      
        
        

      

      
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    ARTICLE
      VII CONDITIONS TO GRIFCO’S OBLIGATIONS

    


    The
      obligations of Grifco under this Agreement to be performed on or before the
      Closing Date shall be subject to the satisfaction on or before the Closing
      Date,
      of each of the following conditions:

    


    7.1 Representations
      and Warranties True.
      The
      representations and warranties of Coil Tubing Technology Holding, Inc.,
      contained in this Agreement shall be true and correct in all material respects
      on the date of this Agreement and at and on the Closing Date as though such
      representations and warranties were made at and on such date, except for changes
      permitted or contemplated by this Agreement.

    


    7.2 Performance.
      Coil
      Tubing Technology Holding, Inc., shall have performed and complied with all
      agreements, obligations and conditions required by this Agreement to be
      performed or complied with by it on or prior to the Closing Date.

    


    7.3
       Consents.
      All
      approvals, consents, authorizations, and waivers from governmental and other
      regulatory agencies required to consummate the transactions contemplated by
      this
      Agreement shall have been obtained.

    


    7.4
       No
      Injunction.
      On the
      Closing Date there shall be no effective injunction, writ, preliminary
      restraining order, or any order of any nature issued by a court of competent
      jurisdiction or other governmental agency directing that the transactions
      provided for in this Agreement or any of them not be consummated as so
      provided.

    


    7.5 Shareholder
      Approval. The
      shareholders contemplated by this agreement shall have voted (whether in person
      or by proxy) for approval and adoption of this Agreement.

     

    


    ARTICLE
      VIII. CLOSING

    


    8.1 Closing.
      The
      Closing of the Definitive Acquisition Agreement (the “Closing”) shall take place
      at the offices of Coil Tubing Technology Holding, Inc., International, at 6:00
      p.m., local time, on March 24th, 2005 and that all conditions contained in
      Articles VI and VII of this Agreement have been satisfied. If all such
      conditions have not been satisfied by such date, the Closing shall take place
      at
      a later date agreed upon by the parties (the date of the Closing is in this
      Agreement called the “Closing Date”).


    
      
        
        

      

      
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    ARTICLE
      IX. TERMINATION AND ABANDONMENT

    


    9.1 Methods
      of Terminations. This
      Agreement may be abandoned at any time before the Closing Date:

    


    (a) By
      mutual
      consent of the respective Boards of Directors of Coil Tubing Technology Holding,
      Inc., and Grifco;

    


    (b) By
      either
      Grifco or Coil Tubing Technology Holding, Inc., if the Closing has not been
      consummated on or prior to March 24th, 2005, if the failure to consummate the
      transactions contemplated by this Agreement are not attributable to the failure
      of the terminating party to fulfill its obligations under this
      Agreement;

    


    (c) By
      either
      Grifco or Coil Tubing Technology Holding, Inc., if at the Shareholders Meeting,
      The Shareholders of Coil Tubing Technology Holding, Inc., fail to adopt and
      approve this agreement.

    


    (d)
       By
      Grifco
      if since the date of this Agreement, there has been any change (or any
      condition, event or development involving a prospective change) in the business,
      properties, assets, liabilities, conditions (financial or otherwise), results
      of
      operations or prospects of Coil Tubing Technology Holding, Inc., that is or
      may
      be materially adverse to Grifco when taken as a whole;

    


    (e) By
      either
      Grifco or Coil Tubing Technology Holding, Inc., if a court of competent
      jurisdiction or governmental, regulatory or administrative agency or commission
      shall have issued an order, decree or ruling or taken any other action (which
      order, decree or ruling the parties hereto shall use their best efforts to
      lift), in each case permanently restraining, enjoining or otherwise prohibiting
      the transactions contemplated by this Agreement, and such other decree, ruling
      or other action shall have become final and nonappealable; and

    


    (f) By
      Grifco
      if the condition set forth in Section 7.5 is not satisfied on the date of the
      Coil Tubing Technology Holding, Inc., Shareholder Meeting.

    


    9.2 Procedure
      upon Termination.
      In the
      event of termination and abandonment by either the Board of Directors of Grifco
      or Coil Tubing Technology Holding, Inc., pursuant to Section 9.1(b), (c), (d),
      (e), or (f) of this Agreement, written notice shall terminate this Agreement
      and
      the transactions contemplated by this Agreement shall be abandoned without
      further action by Coil Tubing Technology Holding, Inc., or Grifco. If this
      Agreement is terminated as provided in this Agreement:

    
 

    (a) All
      information received by any party with respect to the business of any other
      party (other than information which is a matter of public knowledge or which
      has
      been or is published in any publication for public distribution or filed as
      public information with any governmental authority) shall not at any time be
      used for the advantage of, or disclosed to third parties by, such party for
      any
      reason, and each party agrees to return promptly, if so requested by he
      other
      party, every document furnished by the other party or any subsidiaries,
      division, associate or affiliate of such other party, in connection with the
      transactions contemplated by this Agreement and any copies of documents that
      may
      have been made and to cause their representatives and others to whom such
      documents were furnished promptly to return such documents and any copies,
      other
      than documents filed with governmental authorities or otherwise publicly
      available; and 


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    (b) Neither
      party shall have any liability nor further obligation to the other party, except
      as stated in this Section 9.2 and in Section 10.3, which sections shall survive
      any termination of this Agreement.

    


    ARTICLE
      X. MISCELLANEOUS PROVISIONS

    


    10.1 Amendment
      and Modification. Subject
      to applicable law, this Agreement may be amended, modified or supplemented
      by
      written agreement of the Board of Directors of Grifco or its officers authorized
      by the Board of Directors and the Shareholders at any time prior to the Closing
      Date with respect to any of the terms contained in this Agreement.

    


    10.2 Extension;
      Waiver. At
      any
      time prior to the Closing Date, the parties may by board action (a) extend
      the
      time for the performance of any of the obligations or other acts of the other
      parties, (b) waive any inaccuracies in the representations and warranties
      contained in this Agreement, or (c) waive compliance with any of the agreements
      or conditions contained in this Agreement. Any such waiver or failure to insist
      upon strict compliance not operates as a waiver of, estoppels with respect
      to,
      any subsequent or other failure. Any agreement on the part of any party to
      any
      such extension or waiver shall be valid only if set forth in an instrument
      in
      writing signed on behalf of such party-

    


    10.3 Fees
      and Expenses.
      Each of
      the parties will pay its own expenses incurred in connection with the
      preparation, negotiation, execution, delivery and consummation of this Agreement
      and the transactions contemplated by this Agreement.

    


    10.4 Survival
      of Representations and Warranties, Etc.
      The
      representations, warranties and covenants contained in this Agreement (except
      to
      the extent any such agreement is limited by its terms) shall remain operative
      and in full force and effect and shall survive consummation of the transactions
      contemplated hereby at the Closing, including, without limitation, the delivery
      of the Shares to Grifco.



    10.5 Notices.
      All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing and shall be deemed to have been duly given
      if delivered by hand, mailed by certified or registered mail with postage
      prepaid or by overnight mail (next day guaranteed delivery), or if sent by
      cable, telegram, telex, telecopy or electronic mail as follows:

    


    
      	
              (a)
                

            	
              If
                to Grifco, to:

            	
              Jim
                Dial

            
	 	 	
              6990
                Gentle Breeze

            
	 	 	
              Willis,
                TX 77318

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    


    Or
      to
      such other person or address as Grifco shall furnish to [Coil Tubing Technology
      Holding, Inc.] [The Shareholders] in writing.

    


    
      	
              (c)

            	
              If
                to Coil Tubing Technology Holding, Inc., or the Shareholders,
                to:

            
	
               

            	
              Jerry
                Swinford

            	 
	
               

            	
              19515
                Wied Road Suite C

            	 
	
               

            	
              Spring
                TX 77388

            	 


    

    
 

    Or
      to
      such other person or address as [Coil Tubing Technology Holding, Inc.,] [The
      Shareholders] shall furnish Grifco in writing.

    


    10.6 Assignment.
      This
      Agreement and all of the provisions of this Agreement shall be binding upon
      and
      inure to the benefit of the parties and their respective successors and
      permitted assigns, but neither this Agreement nor any of the rights, interests
      or obligations shall be assigned by either of the parties without the prior
      written consent of the other party; provided, however, that this Section 10.6
      is
      not intended to limit or restrict the class of persons entitled to the benefits
      of Section 10.7 of this Agreement or to limit or restrict any such person’s
      standing or capacity to enforce the provisions of Section 10.7.

    


    10.7 Agreement
      to Indemnify.
      

    


    (a) Coil
      Tubing Technology Holding, Inc., and Each Shareholder, jointly and severally,
      with respect to each Shareholder, respectively, agrees to indemnify, defend
      and
      hold Grifco and its affiliates (the “Indemnified Parties) harmless from and
      against any and all claims sustained after Closing by Grifco or any of its
      affiliates based upon, arising out of or otherwise in respect of (i) the
      inaccuracy of any representation or warranty, or the breach of any covenant
      or
      agreement, of such Coil Tubing Technology Holding, Inc., Shareholder contained
      in this Agreement or in any certificate, agreement, document or instrument
      delivered pursuant to this Agreement, or (ii) the operation of the business
      or
      the ownership, management or use of the assets prior to the Closing unless
      and
      to the extent that such claim shall have arisen solely from any action of Grifco
      or any of its affiliates prior to the Closing; provided, however, that Coil
      Tubing Technology Holding, Inc., Shareholders shall have no liability pursuant
      to this Section for the first $10,000 of aggregate claims incurred by Grifco
      or
      its affiliates (the "Grifco Basket") and Coil Tubing Technology Holding, Inc.,
      Shareholders shall be responsible only for such amounts of such claims as exceed
      the Grifco Basket. 



    The
      Indemnified Parties may retain counsel satisfactory to them, and the Coil Tubing
      Technology Holding, Inc., Shareholders shall pay all fees and expenses of such
      counsel for the Indemnified Parties, promptly as statements therefore are
      received, and (b) the Coil Tubing Technology Holding, Inc., Shareholders will
      use its best efforts to assist in the vigorous defense of any such matter;
      provided, that the Coil Tubing Technology Holding, Inc., Shareholders shall
      not
      be liable for any settlement effected without its written consent, which
      consent, however, shall
      not
      be unreasonably withheld. Any Indemnified Party wishing to claim indemnification
      under this Section 10.7, upon learning of any such claim, action, suit,
      proceeding or investigation, shall notify the Coil Tubing Technology Holding,
      Inc., Shareholders and shall deliver to the Coil Tubing Technology Holding,
      Inc., Shareholders an undertaking to repay any amounts advanced when and if
      a
      court of competent jurisdiction shall ultimately determine, after exhausting
      of
      all avenues of appeal, that it was not entitled to indemnity under this
      Agreement or by law. The Indemnified Parties as a unit may retain only one
      law
      firm to represent them with respect to any such matter unless there is, under
      applicable standards of professional conduct, a conflict of any significant
      issue between the positions of any two or more Indemnified Parties. This Section
      10.7 shall survive the Closing and is intended to benefit each of the
      Indemnified Parties, each of whom shall be entitled to enforce this Section
      10.7
      against the Coil Tubing Technology Holding, Inc., Shareholders for a period
      of
      six years.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


    (b)
      The
      indemnification obligations under this Section shall be limited to
      indemnification for actual damages suffered and shall not include incidental,
      consequential, special or indirect damages; provided, however, that any such
      incidental, consequential, special or indirect damages recovered by a third
      party against a party entitled to indemnity under this Agreement shall be
      included in the damages recoverable pursuant to the indemnities
      herein.

    


    10.8 Governing
      Law.
      This
      Agreement and the legal relations among the parties shall be governed by and
      construed in accordance with the laws of the State of Nevada.

    


    10.9 Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same agreement.

    


    10.10 Headings.
      The
      headings in this Agreement are inserted for convenience only and shall not
      constitute a part of this Agreement.

    


    10.11 Entire
      Agreement.
      This
      Agreement, including the schedules, lists and other documents referred to in
      this Agreement which form a part of this Agreement, embody the entire agreement
      and understanding of the parties in respect of the subject matter contained
      in
      this Agreement. There are no restrictions, promises, warranties, covenants
      or
      undertakings, other than those set forth or referred to in this Agreement.
      This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to each subject matter.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    



    IN
      WITNESS WHEREOF, the parties have signed this Agreement on the ________________
      day of March, 2005.

    


    


    


    


    /s/
      Jerry Swinford

    Coil
      Tubing Technology Holding, Inc.,

    Jerry
      Swinford

    


    


    /s/
      Jerry Swinford

    Jerry
      Swinford, Individually

    


    


    


    /s/
      James Dial

    Grifco
      International, Inc.

    James
      Dial

    President

    


    


    


    /s/
      James Dial

    James
      Dial, Individually

    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Shareholders
      Coil Tubing Technology Holdings, Inc.

    


    


    


    


    
      	
              1.
                Jerry Swinford 

            	
              51,000
                common shares with a par value of
                $0.01

            


    

    


     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        23