Restatement and Novation of Agreement for Exchange of Common Stock between
      Grifco and Coil Tubing

Exhibit
    10.6
    RESTATEMENT
      AND NOVATION OF

    AGREEMENT
      FOR EXCHANGE OF COMMON STOCK

    


    THIS
      RESTATEMENT AND NOVATION OF AGREEMENT FOR EXCHANGE OF COMMON STOCK is entered
      into on this 8th
      day of
      June, 2007, by Grifco International, Inc., a Nevada corporation with its
      principal place of business in Conroe, Texas (“Grifco”), Coil Tubing Technology,
      Inc., a Nevada corporation (formerly a Texas 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 with its
      principal place of business in Spring, Texas (“CTT Holdings”).

    


    In
      November 2005, Grifco, CTBG (then known as, IPMC Holdings Corp.) and CTT
      Holdings entered into an Agreement for Exchange of Common Stock. A true and
      complete copy of such agreement is attached hereto as Exhibit A and incorporated
      herein by this reference. The intent of such Agreement was to transfer Grifco’s
      coil tubing business to CTBG in exchange for 75,000,000 newly-issued shares
      of
      CTBG common stock, resulting in approximately 100,000,000 shares issued and
      outstanding. The Agreement incorrectly identified Coil Tubing Technologies,
      Incorporated, a Texas corporation, as the entity holding Grifco’s coiling tubing
      business. 

    


    CTT
      Holdings was a wholly owned subsidiary of Grifco and it in turn had two wholly
      owned subsidiaries: Coil Tubing Technology, Inc. (“CTT, Inc.”) and Precision
      Machining Resources, Inc. (“PMR”). Both CTT, Inc. and PMR are Texas
      corporations. Grifco did not (and does not) own an entity named “Coil Tubing
      Technologies, Incorporated.” As was the intent of the parties, the Agreement
      should have referenced CTT Holdings. 

    


    In
      order
      to correct and restate the Agreement for Exchange of Common Stock from inception
      of the Agreement, the parties agree to the following:

    


    
      	 	
              1.

            	
              The
                introductory paragraph of the Agreement stated as follows:
                

            


    

     

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

    


    
      	 	
              2.

            	
              The
                introductory paragraph of the Agreement is restated and shall now
                read as
                follows:

            


    

     

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

    


    
      	 	
              3.

            	
              Paragraph
                3(a) of the Agreement stated as
                follows:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


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

    


    
      	 	
              4.

            	
              Paragraph
                3(a) of the Agreement is restated and shall now read as
                follows:

            


    

     

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

    


    
      	 	
              5.

            	
              In
                all other respects, the Agreement shall remain in effect.
                

            


    

     

    


    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 8th day of June, 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