fs1a1ex10ii_ea2tie.htm


    
       

       

      EXHIBIT
10.2

       

       

      
        	No._________ 	
                 Name of
      Offeree  __________________

              


      

       

    

    CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM

    ________________________________________

    


    TECHNICAL
INDUSTRIES & ENERGY, CORP.

    __________________________________________

    


    Maximum
of 100,000 Shares of Common Stock

    Offering
Price:  $1.00 per Share

    ________________________________________

    


    Technical
Industries and Energy, Corp., Inc., also known as “TIE”, “we” or “us,” is
offering for sale to persons who qualify as accredited investors and to a
limited number of sophisticated investors, on a best efforts basis 100,000
shares of our common stock aggregating $100,000.00 at $1.00 per
share.  Subscriptions are payable by wire transfer or by check subject
to collection.  The offering price is $1.00 per common
share.  The common shares will be offered through our officers and
directors on a best-efforts basis as set forth above.  The minimum
investment is $1,000, however, we may, in our sole discretion, accept
subscriptions for lesser amounts.  Therefore, funds received from all
subscribers will be released to us upon acceptance of the subscriptions by
us.

    ________________________________________

    


    The
securities offered hereby are speculative, involve a high degree of risk and
should not be purchased by anyone who cannot afford the loss of their entire
investment.  Prospective investors should consider carefully the
information set forth under “risk factors” before purchasing such
securities.

    


    This
memorandum contains forward-looking statements that involve risks and
uncertainties.  Our actual results may differ significantly from the
results discussed in such forward-looking statements. Factors that might cause
differences include, but are not limited to, those discussed in “risk
factors.”

    


    
      	 
      	
              Price
      to Investors

            	
              Commission
      (1)

            	
              Proceeds
      to Company (2)

            
	
              Per
      Share

            	
              $1.00

            	
              $0

            	
              $1.00

            
	
              Maximum
      Offering – 100,000 Shares

            	
              $100,000

            	
              $0

            	
              $100,000

            


    

    


    
      	
              (1)  
      

            	
              The
      common shares are being offered on our behalf by our directors and
      officers who will not be compensated for doing so.

            
	 	 


    

    
      	
              (2)  

            	
              Before
      deducting non-commission expenses payable by us in connection with this
      offering, including, but not limited to blue sky filing fees, legal fees,
      and other related expenses of the offering estimated to be approximately
      $10,000.

            
	 	 


    

    
      	
              (3)  

            	
              This
      offering will expire on the earlier to occur of (i) June 30, 2007; or (ii)
      the sale of all of the common shares, unless extended by us for up to an
      additional 60 day period, in our sole discretion. The expiration shall be
      known as the termination date.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    _____________________

    


    Technical
Industries & Energy, Corp.

    Petroleum
Towers, Suite 325

    P.O. Box
52523

    Lafayette,
LA 70505

    


    MARCH 9,
2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
recipient of this document, prior to delivery, has agreed, and recipient's
acceptance constitutes recipient's further agreement, that recipient will hold
the information enclosed in this document and the transactions described in this
document confidential and will not release or reproduce this document or discuss
the information contained in it or use this document for any purpose other than
evaluating a potential investment in our securities, without our prior express
written permission.

    


    Our
common stock has not been registered under the Securities Act of 1933, as
amended, also known as the “Securities Act,” or the securities laws of any state
and are offered and sold in reliance upon exemptions from the registration
requirements of the Securities Act and such state securities
laws.  The common stock has not been approved or disapproved by the
Securities and Exchange Commission, any state securities commission or other
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of this offering or the accuracy or adequacy of the
information set forth in this memorandum.  Any representation to the
contrary is unlawful.  The common stock may not be sold or transferred
without compliance with the registration or qualification provisions of
applicable federal and state securities laws or an opinion of counsel,
satisfactory to us, that an exemption from such registration or qualification
requirements is available.

    


    The
minimum subscription is for $1,000, although we reserve the right to accept
subscriptions for less than $1,000.  The subscription price is payable
upon submission to us of a fully completed and executed Subscription Agreement
and Confidential Prospective Purchaser Questionnaire.  The offering
period will terminate upon the earlier to occur of (i) the date the maximum
offering is sold or (ii) June 30, 2007; provided, however, that such
offering period may be extended for up to an additional 60 day period in our
sole discretion without notice to any subscriber.

    


    To The Prospective
Purchasers

    


    This
memorandum should not be considered legal or investment advice and each investor
should consult with his own counsel, accountant or other investment advisor with
respect to the consequences of an investment. No person is authorized to give
any information or to make any representation in connection with this offering
other than those contained in this memorandum.  Information or
representations not contained herein must not be relied upon as having been
authorized by either us or any of our representatives or agents.

    


    This
memorandum has been prepared solely for the benefit of prospective investors
interested in the possible placement of the securities and constitutes an offer
only to an offeree to whom we have delivered this memorandum, and only to such
offeree. Any reproduction or distribution of this memorandum, in whole or in
part, or the disclosure of any of its contents, is prohibited without our prior
written consent. Each offeree, by accepting delivery of this memorandum, agrees
to return it and all related exhibits and other documents to us if the offeree
does not intend to subscribe for the securities, the offeree's subscription is
not accepted, or the offering is terminated.

    


    The
securities are not transferable without the satisfaction of certain conditions,
including registration or the availability of an exemption under the securities
act and state securities laws. Prospective investors should assume that they
will have to bear the economic risk of an investment in the securities for an
indefinite period of time.  No one should invest in the securities who
cannot afford to lose his entire investment.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Each
prospective investor and his advisor may, during normal business hours, ask us
questions with respect to terms and conditions of the offering and request
additional information relating to this memorandum.  We will seek to
provide answers and such information to the extent possessed by us or obtainable
without unreasonable effort or expense.  Offerees may be required to
execute non-disclosure agreements as a prerequisite to reviewing documents
determined by us to contain proprietary, confidential or otherwise sensitive
information.

    


    The
statements contained in this document are based on information provided by us
and believed to be reliable.  Neither the delivery of this memorandum
nor any sales made shall, under any circumstances, create an implication that
there has been no change in the matters discussed herein since the date of this
memorandum.  However, in the event of any material changes during the
offering period, this memorandum will be amended or supplemented
accordingly.  This memorandum contains a summary of certain provisions
of documents relating to us, as well as summaries of various provisions of
relevant statutes and regulations. Such summaries do not purport to be complete
and are qualified in their entirety by reference to the texts of the original
documents, statutes and regulations.

    


    These
securities are being offered in reliance upon an exemption from registration
under the Securities Act, which exemption depends upon the existence of certain
facts, including but not limited to the requirements that the securities are not
being offered through general advertising or general solicitation,
advertisements or communications in newspapers, magazines or other media, or
broadcasts on radio or television, and that this memorandum shall be treated as
confidential by the persons to whom it is delivered.  Any distribution
of this memorandum or any part of it or divulgence of any of its contents shall
be unauthorized.

    


    This
memorandum constitutes an offer only if a name appears on the appropriate space
on the front cover.  We have the right to reject subscriptions in
whole or in part.

    


    This
memorandum does not constitute an offer or solicitation in any state or other
jurisdiction in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
other solicitation.

    


    NASAA Uniform
Legend

    


    In making
an investment decision investors must rely on their own examination of us and
the terms of the offering, including the merits and risks involved. These
securities have not been recommended by any federal or state securities
commission or regulatory authority.  Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this
document.  Any representation to the contrary is a criminal offense.
These securities are subject to restrictions on transferability and resale and
may not be transferred or resold except as permitted under the Securities Act,
and the applicable state securities laws, pursuant to registration or
exemption.  Investors should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of
time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    TABLE OF
CONTENTS

     

    
      	HEADING	PAGE
	 	 
	SUMMARY	1
	THE
      OFFERING	2
	RISK
    FACTORS	3
	FORWARD
      LOOKING STATEMENTS AND ASSOCIATED RISKS	4
	USE OF
      PROCEEDS	5
	DIVIDENDS	5
	BUSINESS	6
	MANAGEMENT	8
	PRINCIPAL
      SHAREHOLDERS	9
	CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS	9
	PLAN OF
      DISTRIBUTION	10
	DESCRIPTION
      OF SECURITIES	10
	LIMITATIONS
      ON TRANSFER OF SHARES	11
	INVESTOR
      QUALIFICATIONS	11
	SUBSCRIPTION
      PROCEDURES	13
	FURTHER
      INFORMATION	14


    

     

    We
encourage all potential investors to review carefully the attached exhibits and
this memorandum.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    SUMMARY

    


    This
memorandum contains forward-looking statements that involve risks and
uncertainties.  Our actual results may differ significantly from the
results discussed in such forward-looking statements.  Factors that
might cause differences include, but are not limited to, those discussed in
“Risk Factors.”

    


    Technical
Industries & Energy, Corp.

    


    Technical
Industries & Energy, Corp. (“TIE”) was founded in the State of Delaware on
November 29, 2006 as a holding company in order to acquire and take over the
assets and business of Technical Industries, Inc.  (“TII”) a Louisiana
Corporation which was formed in 1971 and has been owned by a family trust since
1998.  TII is owned by a related company which is owned by another
family trust, of which George M. Sfeir is the Trustee.   There
are no other stockholders, nor do any individuals own or otherwise possess any
rights, options or other ownership rights in TIE. Mr. Sfeir is responsible for
day-to-day operations of the TII.

    


    Headquartered
in Lafayette, Louisiana with a branch office and production facilities in
Houston, Texas. Upon acquisition of Technical Industries, Inc., TIE will provide
non-destructive testing (“NDT”) services for oilfield pipes and equipment. TII
manufactures its own proprietary NDT electronic equipment systems, which perform
the NDT services including ultrasonic inspection, electromagnetic inspection and
others.

    


    TII has
become a recognized leader in ultrasonic pipe inspection
technology.  Services include full-length electromagnetic inspection
for oil-field pipe and equipment and full length ultrasonic inspection systems
for new and used drill pipe, tubing, casing, and line-pipe.  It is
believed that TII’s ultrasonic systems have the largest OD and pipe length
inspection capabilities in the industry for seamless and plain end and threaded
pipe, and the deepest penetration capability offered for wall thickness and
defects measurements.

    


    Today TII
continues to serve the oil industry niche by manufacturing and maintaining
exceptional proprietary systems that are capable of detecting defects when
others cannot. Recently Technical Industries, Inc. developed new international
patent pending inspection technology needed in order to reach deep energy
reserves present technology cannot reach. The new technology has been tested and
used by major oil companies.

    


    We
presently maintain our principal offices at Petroleum Towers, Suite 325, P.O.
Box 52523, Lafayette, LA, 70505.  Our telephone number is (337)
984-2000.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    THE
OFFERING

    


    
      	
              Securities
      Offered.......................

            	
              We
      are offering a maximum of 100,000 common shares.

            
	 
      
	
              Purchase
      Price.............................

            	
              $1.00
      per Share.

            
	 
      
	
              Minimum
      Investment .................

            	
              $1,000,
      although we may, in our sole discretion, permit sales of less than
      $1,000.

            
	 
      
	
              Offering
      Period............................

            	
              The
      offering period will terminate on the earlier of the sale of the maximum
      of 100,000 common shares or June 30, 2007.  We have the option
      to extend the offering for a maximum of 60 days.

            
	 
      
	
              Plan
      of Distribution.....................

            	
              We,
      through our officers and directors, will offer on a best-efforts basis a
      maximum of 100,000 common shares.

            
	 
      
	
              Investor
      Suitability......................

            	
              This
      offering will only be made to persons who qualify as “accredited
      investors,” as that term is defined under the Securities Act and a limited
      number of sophisticated investors who meet certain suitability standards
      described in this document.

            
	 
      
	
              Use
      of Proceeds...........................

            	
              The
      net proceeds from the offering will be used by us for working
      capital.

            
	 
      
	
              Restriction
      on Resale...................

            	
              None
      of the common shares offered will be registered under the Securities Act
      and the certificates representing our common shares will contain a legend
      restricting the distribution, resale, transfer, pledge, hypothecation or
      other disposition of the common shares unless and until such common shares
      are registered under the Securities Act or an opinion of counsel
      reasonably satisfactory to us is received that registration is not
      required under the Securities Act.

            
	 
      
	
              Available
      Documents..................

            	
              Any
      documents or information concerning us which a prospective purchaser
      reasonably requests to inspect or have disclosed to him or her will be
      made available or disclosed, subject in appropriate circumstances to
      receipt by us of reasonable assurances that such documents or information
      will be maintained in confidence.

            
	 
      
	
              Subscription
      Documents..............

            	
              The
      purchase of the common shares shall be made pursuant to the Confidential
      Prospective Purchaser Questionnaire (attached hereto as Exhibit B) and the
      Subscription Agreement  (attached hereto as Exhibit C), which
      will contain, among other things, customary representations and warranties
      and investment representations by the purchasers.

            
	 
      
	
              Expenses......................................

            	
              All
      prospective purchasers of the common shares will be responsible for their
      own costs, fees and expenses, including the costs, fees and expenses of
      their legal counsel and other advisors.

            
	 
      	 
      
	
              Dividends.....................................

            	
              We
      have not paid any dividends to date on the common
  shares.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    RISK
FACTORS

    


    The
common shares offered are highly speculative in nature, involve a high degree of
risk and should be purchased only by persons who can afford to lose their entire
investment. Accordingly, prospective investors should carefully consider, along
with other matters referred to herein, the following risk factors in evaluating
our business before purchasing any common shares.  This Memorandum
contains forward-looking statements which involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in the following risk factors and elsewhere in this
Memorandum.

    


    We Have A Limited Operating History
In Which To Evaluate Our Business.

    


    Technical
Industries & Energy, Corp. was incorporated in the State of Delaware in
2006.  We have no revenues to date and have a limited operating
history upon which an evaluation of our future success or failure can be
made.

    


    If We Do Not Raise Enough Money, We
Will Have To Delay Our Expansion Plans Or Go Out Of
Business.

    


    After the
total amount of shares, equaling 100,000 or $100,000 are sold, there will be no
refunds on the sale of our common shares.  Even if we raise the
maximum amount of this offering, we may not have enough funds to successfully
undertake our business plan.

    


    There
Is No Public Trading Market For Our Common Stock And You May Not Be Able To
Resell Your Common Stock.

    


    There is
currently no public trading market for our common stock. Therefore, there is no
central place, such as a stock exchange or electronic trading system, to resell
your common shares. If you do want to resell your common shares, you may have to
locate a buyer and negotiate your own sale.

    


    Our
Future Success Is Dependent, In Part, On the Performance And Continued Service
Of Our Managers and Officers.

    


    We are
presently dependent to a great extent upon the experience, abilities and
continued services of our managers and officers.  The loss of services
of any of the management staff could have a material adverse effect on our
business, financial condition or results of operation.

    


    The
Shares Sold In This Offering Have Not Been Registered Under The Securities Act,
And Therefore The Shareholders Must Be Prepared To Hold Such Shares For An
Indefinite Period Of Time.

    


    Our
common shares offered are "restricted securities" as defined under the
Securities Act. The resale of such securities may not be made without
registration under the Securities Act and state securities laws or the existence
of an exemption from such registration requirements.

    


    We
Have No Plans To Pay Dividends.

    


    To date,
we have paid no cash dividends on our common shares.  For the
foreseeable future, earnings generated from our operations will be retained for
use in our business and not to pay dividends.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    


    FORWARD
LOOKING STATEMENTS AND ASSOCIATED RISKS

    


    This
memorandum contains certain forward-looking statements, including among others
(i) anticipated trends in our financial condition and results of operations, and
(ii) our business strategy for managing and expanding our operations. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements.  In addition to
other risks described elsewhere in the Risk Factors discussion, important
factors to consider in evaluating such forward-looking statements include (i)
changes in external competitive market factors or in our internal budgeting
process which might impact trends in our results of operations; (ii)
unanticipated working capital or other cash requirements; (iii) changes in our
business strategy or an inability to execute our strategy due to unanticipated
changes in the industries in which we operate; and (iv) various competitive
factors that may prevent us from competing successfully in the
marketplace.  In light of these risks and uncertainties, many of which
are described in greater detail elsewhere in the “Risk Factors” discussion,
there can be no assurance that the events predicted in forward-looking
statements contained in this memorandum will, in fact,
transpire.  Prospective investors should have this Disclosure
Statement reviewed by their personal investment advisors, legal counsel and/or
accountants to properly evaluate the risks and contingencies of this
offering.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    USE
OF PROCEEDS

    


    The net
proceeds to us after deducting offering expenses of up to $10,000.00 will be
$90,000.00 if all of the common shares are sold. The first $10,000.00 raised
will be used for offering expenses. We will use the net proceeds as
follows:

    


    Professional
Services                                   $
10,000

    Working
Capital                                            $ 80,000

     

    Total                                                                $90,000

    


    While we
currently intend to use the proceeds of this offering substantially in the
manner set forth above, we reserve the right to reassess and reassign such use
if, in the judgment of our board of directors, such changes are necessary or
advisable. At present, no material changes are contemplated. Should there be any
material changes in the above projected use of proceeds in connection with this
offering, we will issue an amended prospectus reflecting the material
change.  The above amounts and priorities for the use of proceeds
represent management's estimates based upon current conditions.

    


    DIVIDENDS

    


    To date,
we have paid no dividends on our common shares and have no present intention of
paying any dividends on our common shares in the foreseeable
future.  The payment by us of dividends on the common shares in the
future, if any, rests solely within the discretion of our board of directors and
will depend upon, among other things, our earnings, capital requirements and
financial condition, as well as other factors deemed relevant by our board of
directors.  Although dividends are not limited currently by any
agreements, it is anticipated that future agreements, if any, with institutional
lenders or others may limit our ability to pay dividends on our common
shares.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    


    BUSINESS

    


    General

    


    Technical
Industries & Energy, Corp. a Delaware Corporation founded in 2006 to be the
holding company of Technical Industries, Inc. is an MICI ISO
registered company, founded in 1971 and under current ownership since 1998,
according to 2004 records Technical Industries, Inc., serves customers in
Houston, Texas (97% of revenue), Newfoundland, Canada (2%) and Lafayette,
Louisiana (1%). The Company's customer base of over 50 accounts consists of
major oil companies (62% of revenue), steel mills (33%), material suppliers
(2%), drilling companies (3%), material rental companies (1%) and engineering
companies (2%). Major customers include BP (22% of 2003 revenue), ExxonMobil
(10%) and Shaw/Omsco (30%), and El Paso Oil & Gas (27%). The Company
specializes in deep water projects including BP Crazy Horse, ExxonMobil Alabama
Bay and ExxonMobil Grand
Canyon.

     

    Headquartered
in Lafayette, Louisiana, with a branch office and production facilities in
Houston, Texas, TII provides non-destructive testing ("NDT") services for
oilfield pipes and equipment. Approximately 93% of the Company's 2002 and 2003
revenue was generated by NDT and visual inspection services. TII manufactures
its own proprietary NDT electronic equipment systems, NDT services including
ultrasonic inspection, electromagnetic inspection and others. Additional revenue
is generated by supplies (3%), storage (2%) and other product lines including
parts sales and equipment rental (2%).

     

    TII has
become a recognized leader in ultrasonic pipe inspection technology. Services
include full-length electromagnetic inspection for oil-field pipe and equipment
and full length ultrasonic inspection systems for new and used drill pipe,
tubing, casing and line-pipe. Wet or dry Magnetic Particle Inspection ("MPI");
Dye Penetrant Testing ("PT"), or Ultrasonic Testing of the End Areas ("UT SEA")
of plain end and threaded connections, including drill collars and drilling rig
inspection; mill systems and mill surveillance; testing and consulting services.
It is believed that the Company's full length ultrasonic systems have the
largest OD and pipe full length inspection capabilities in the industry for
plain end and threaded pipe, and the deepest penetration capability offered for
wall thickness measurement. TII’s large inspection facility, located in Houston,
TX provides excellent pipe and equipment storage and maintenance service. Today
the Company continues to serve the oil industry niche by manufacturing and
maintaining exceptional proprietary systems that are capable of detecting
defects when others cannot. For instance, the Company utilized 3” depth scope
compared to 1” scope used by competitors. According to management 2004 records,
major oil companies including BP (22% of revenue) and Exxon Mobil (10%), who
favor its use, have approved these systems under formal review
programs.

    


    TII is
well positioned for growth. TII has the personnel and the infrastructure in
place to facilitate expansion. Its blue-chip client base is growing in both
number and size. With its new, patent-pending devices in place, the Company will
be able to take advantage of the growing needs of clients for additional NDT
services that competitors cannot provide.

    


    There are
numerous improvements in progress that should expand the TII’s account base and
future profitability. The following list highlights a few areas of opportunity
to expand the Company's business:

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  

            	
              Increased
      sales and marketing effort: TII has grown over the historical
      period without an aggressive marketing and sales effort. Currently, new
      business is generated from referrals, technical sessions given by
      Technical Industries, Inc. to oil & gas and industry related
      companies, a website and through the use of a marketing company on a
      limited basis. To date, TII has not hired any in-house salespersons.
      Management believes revenue can be increased substantially by expanding
      the Company's sales force.

            


    

     

    
      	
              ·  

            	
              Apply for
      additional patents to protect proprietary rights: TII has recently
      developed international patent pending new inspection technology needed in
      order to reach deep energy reserves present technology cannot reach. The
      new technology has been tested and is presently used by major oil
      companies.  Technical Industries, Inc. new
      expandable inspection technology recently helped BP and Baker Oil tools
      usefully drill the world’s first mono-bore oil & gas well.
      Technical
      Industries, Inc.
      expandable inspection technology helps the oil
      & gas companies helps oil & gas companies retrieve a large amount
      of energy reserves that cannot be retrieved with current
      technology.  Technical Industries, Inc. has manufactured
      several pieces of equipment in-house that have enabled the Company to
      successfully serve the oilfield market. Due to proprietary infringement
      risk, TII has discontinued manufacturing the equipment for sale to third
      parties. By securing a patent protecting the Company's proprietary
      technology, TII could consider manufacturing equipment for sale again,
      which would open a new line of
revenue.

            


    

     

    
      	
              ·  

            	
              Introduction
      of complementary services: TII is continually adding new services
      in order to meet customer demand. Most recently, TII began drilling
      equipment inspection services. Other areas management has identified as
      potential growth avenues include vessel inspection and inspection of
      pipelines in service.

            


    

     

    Geographic
expansion in the domestic and international markets: TII currently derives the
majority of revenue from the Houston, Texas market, where its blue-chip clients
are based. There are several other markets that could be better served, such as
in Louisiana where a new plant in Abbeville Louisiana is presently under
construction in order to serve the deep wells in the Gulf of Mexico. Other
expansions are being considered through the opening of additional full-service,
local plants. Furthermore, the Company maintains relations with sales
representatives in the Mexico and Saudi Arabia and the Middle East markets that
could be better utilized if TII was able to locally serve customers. Lastly, the
Company has Canadian customers that utilize TII's services on a limited basis,
due to the high cost of shipping heavy pipes. To date, TII has not had the
capital or human resources to establish plants in these potential
markets.

    


    The
Company has a customer base of approximately 50 accounts, and is continually
expanding its customer base to increase revenue growth. Currently, TII serves customers that
are major oil companies, steel mills, material suppliers, drilling
companies, material rental companies and engineering companies. Customer
relationships average over ten years and provide an 80% rate of repeat
business.

    


    Employees

    


    Upon
acquisition of TII, we will have around 32 employees and about 11 contractors
including safety instructors, engineers for training the personnel’s and other
engineers working on special projects.

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    Legal
Proceedings

    


    Technical
Industries & Energy, Corp, is not a defendant in any other material
litigation, nor is management aware of any material claims pending or which may
be asserted against the Company.

     

    MANAGEMENT

     

    Directors
and Executive Officers

    


    The
following table sets forth, as of March 2, 2007, the names and ages of all of
our directors and executive officers; and all positions and offices
held.  The director will hold such office until the next annual
meeting of shareholders and until his or her successor has been elected and
qualified.

    


    Name                                                      Age                                Position

    George
Sfeir                                           50                                   CEO

    


    The board
of directors has no standing committees.

    


    Family
Relationships

    


    No family
relationship exited between any director, executive officer of the company, or
any person contemplated to become such.

    


    Business
Experience

    


    The
following summarizes the occupation and business experience during the past five
years for our sole officer and directors.

    


    GEORGE M. SFEIR is a 1972
graduate of Saint George College (Lebanon) and the University of Louisiana at
Lafayette, Louisiana in general & legal studies.  He has worked in
the oil and gas industry since May 1972.  He has worked for companies
throughout the Middle East, North and South America, and Africa doing
inspections on oil and gas fields.  Mr. Sfeir is fluent in English,
French, Arabic, Spanish, and Italian.  Mr. Sfeir has worked with
Technical Industries, Inc. as a consultant since January of 1980 and as a CEO
since 1998.

    


    Employment
Agreements/ Terms of Office

    


    None of
the members of the Board of Directors or members of the management team
presently have employment agreements with us.

    


    Director
Compensation

    


    Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    


    Option
Plan

    


    There is
no stock option plan or common shares set aside for any stock option
plan.

    


    Certain
Relationships and Related Transactions

    


    We will
present all possible transactions between us and our officers, directors or 5%
stockholders, and our affiliates to the board of directors for our consideration
and approval. Any such transaction will require approval by a majority of the
disinterested directors and such transactions will be on terms no less favorable
than those available to disinterested third parties.

    


    PRINCIPAL
SHAREHOLDERS

    


    The
following table sets forth certain information concerning stock ownership of all
persons known by us to own beneficially five percent or more of the outstanding
Common Stock, each director and certain executive officers and directors as a
group, and as adjusted to reflect the sale of the total amount of Shares offered
hereby.

    


    
      	
              Name
      of Beneficial

            	 	
              Number
      of

            	
              Percent
      of Class        Percent of
      Class

            


    

    
      	
              Owner

            	
              Common shares
      Owned

            	 	
              Before
      Offering         After
      Offering(1)

            


    

    


    
      	
              American
      Interest, LLC

            	
              175,000,000
      shares (2)

            	
              100%

            	
              99.94%

            


    

    


    
      	
              George
      Sfeir

            	
              (2)

            	 	
              (2)

            	
              (2)

            	 


    

    
      	
              President
      and CEO

            	 


    

    


    (1)
Assumes the sale of all of the Common shares offered.

    (2)
George Sfeir, our sole officer and director, has investment control over
American Interest LLC and therefore is deemed to be the beneficial owner of the
175,000,000 shares.

    


    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

    


    Except as
disclosed below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a
party:

     

    
      	
              (A)  

            	
              Any
      of our directors or officers;

            
	 	 


    

    
      	
              (B)  

            	
              Any
      proposed nominee for election as our director;

            
	 	 


    

    
      	
              (C)  

            	
              Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our Common Stock;
    or

            
	 	 


    

    
      	
              (D)  

            	
              Any
      relative or spouse of any of the foregoing persons, or any relative of
      such spouse, who has the same house as such person or who is a director or
      officer of any parent or subsidiary of our
  company.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    PLAN OF
DISTRIBUTION

    


    Through
our officers and directors, we are offering for sale, 100,000 common shares, at
$1.00 per common share on a best-efforts basis. The Shares are being offered to
accredited and a limited number of sophisticated investors by our officers and
directors. 
Subscriptions are payable by wire transfer or by check subject to
collection.  The offering price is $1.00 per common
share.  The minimum investment is $1000, however, we may, in our sole
mutual discretion, accept subscriptions for lesser amounts.  We shall
be responsible for paying the legal fees and expenses incurred in connection
with the registration of the common shares being sold in this offering under the
state blue sky laws of the various states in which the common shares are sold,
which fees are not expected to exceed $10,000.

    


    We
reserve the right to reject any subscription from a subscriber that we believe,
in our sole discretion, does not meet the suitability standards for this
offering.  In such an event, any funds received from such subscriber
will be promptly returned without interest or deduction.

    


    Prior to
the closing, a Confidential Prospective Purchaser Questionnaire (annexed hereto
as Exhibit B) and a Subscription Agreement (annexed hereto as Exhibit C) must be
completed and executed by each investor and delivered to us along with funds in
the amount of the purchase price of the common shares being
purchased.

    


    We may,
at our sole discretion, reject any potential investor’s Subscription Agreement
in whole or in part, however, Subscription Agreements from any potential
investor may only be accepted if such investor meets the minimum suitability
standards for an investment in this offering.  We are under no
obligation to accept a potential investor’s Subscription Agreement and we have
the discretion to accept Subscription Agreements to subscribe for any amount up
to and including the amount of the entire offering.  Our executive
officers, controlling persons and affiliates may purchase our common shares in
the offering in any amount.

    


    


    DESCRIPTION
OF SECURITIES

    


    Common
Stock

    


    We are
authorized to issue 250,000,000 shares of common stock, $.001 par value per
share. As of the date of this Circular, 175,000,000 common shares were issued
and outstanding. Each outstanding share of Common Stock is entitled to one vote,
either in person or by proxy, on all matters that may be voted on by the owners
thereof at meetings of TIE's shareholders. Upon the completion of this
offering,175,100,000 common shares will be issued and outstanding, assuming sale
of all of the common shares.

    


    All
common shares that are offered, when issued, will be fully paid and
non-assessable, with no personal liability attaching to the
ownership.  The holders of common shares do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding common
shares can elect all of the directors.

    


    Dividend
Policy

    


    It is
unlikely that we will declare or pay cash dividends in the foreseeable future.
We intend to retain earnings, if any, to expand our operations.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    


    LIMITATIONS
ON TRANSFER OF SHARES

    


    The
shares offered hereby have not been registered with the Commission pursuant to
the Securities Act; however, they are deemed to be exempt from such registration
pursuant to Regulation D Rule 506 of the Securities Act.  Even so, the
shares are subject to a restriction on re-sale and will be marked as such the
face of the certificate.  In addition, there are limits on the resale
of the shares by virtue of their corporate issuance.  Accordingly, an
investment in the shares offered herein should be considered highly
illiquid.

    


    INVESTOR
QUALIFICATIONS

    


    Prospective
investors should consider carefully each of the risks associated with this
offering, particularly those described in “Risk Factors.”  In view of
these risks, including the lack of an available trading market for the
securities, and the consequent long-term nature of any investment in us, this
offering is available only to investors who have substantial net worth and no
need for liquidity in their investments.  The shares will be offered
for sale only to accredited investors and a limited number of sophisticated
investors, who, in conjunction with such sale, will represent in the
Subscription Agreement that, among other things, the share(s) purchased are
being acquired by each investor for his own account, for investment purposes and
not with a view to resell or distribute those shares.

    


     We,
in reliance upon the criteria set forth in Rule 501(a) promulgated under the
Securities Act, have established investor suitability standards for investors in
the securities. Common shares will be sold only to an investor who:

    


    
      	
               
      

            	
              (a)

            	
              represents
      that such investor is acquiring the common shares for such investor’s own
      account, for investment only not with a view to the resale or distribution
      thereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              acknowledges
      that the right to transfer the common shares will be restricted by the
      Securities Act, applicable state securities laws and certain contractual
      restrictions, and that the investor’s ability to do so will be restricted
      by the absence of a market for the common shares;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              represents
      that such investor qualifies as one or more of the
    following:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Any
      natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of his purchase exceeds
    $250,000;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Any
      natural person who had an individual income in excess of $250,000 in each
      of the two most recent years, or (except for residents of the State of New
      Jersey) joint income with that person's spouse in excess of $300,000 in
      each of those years, and has a reasonable expectation of reaching the same
      income level in the current year;

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (3)

            	
              Any
      bank as defined in Section 3(a)(2) of the Securities Act of 1933, as
      amended (the "Act"), or any savings and loan association or other
      institution as defined in Section 3(a)(5)(A) of the Act whether acting in
      its individual or fiduciary capacity; any broker or dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
      any insurance company as defined in Section 2(13) of the Act; any
      investment company registered under the Investment Harrison Act of 1940
      (the "Investment Company Act") or a business development Harrison as
      defined in Section 2(a)(48) of the Investment Company Act; any Small
      Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; any plan established and maintained by a state,
      its political subdivisions, or any agency or instrumentality of a state or
      its political subdivisions for the benefit of its employees, if such plan
      has total assets in excess of $5,000,000; any employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of 1974
      ("ERISA"), if the investment decision is made by a plan fiduciary, as
      defined in Section 3(21) of ERISA, which is either a bank, savings and
      loan association, insurance company, or registered investment adviser, or
      if the employee benefit plan has total assets in excess of $5,000,000 or,
      if a self-directed plan, with investment decisions made solely by persons
      that are accredited investors;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Any
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of
1940;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Any
      organization (described in Section 501(c)(3) of the Internal Revenue
      Code), corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the
      securities offered, with total assets in excess of
    $5,000,000;

            


    

    


    
      	
               
      

            	
              (6)

            	
              Any
      director, or executive officer of Technical Industries & Energy
      Corp.;

            


    

    


    
      	
               
      

            	
              (7)

            	
              Any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a person who has such knowledge and experience in financial
      and business matters that he is capable of evaluating the merits and risks
      of the prospective investment, or the company reasonably believes
      immediately prior to making any sale that such purchaser comes within this
      description; or

            


    

    


    
      	
               
      

            	
              (8)

            	
              Any
      entity in which all of the equity owners are accredited
      investors.

            


    

    


    If such
person is not an Accredited Investor, that such person must be a sophisticated
investor who:

    


    
      	
               
      

            	
              (a)

            	
              represents
      that such investor is acquiring the Securities for such investor’s own
      account, for investment only not with a view to the resale or distribution
      thereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              acknowledges
      that the right to transfer the Securities will be restricted by the
      Securities Act, applicable state securities laws and certain contractual
      restrictions, and that the investor’s ability to do so will be restricted
      by the absence of a market for the Securities;
  and

            


    

    


           (c)           represents
that such investor qualifies as one or more of the following:

    


                  (1)           has
an investment of $250,000 or more in shares;

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (2)

            	
              has
      personal income before taxes for his or her last fiscal year or latest
      12-month period of at least $300,000;

            
	 	 	 


    

    
      	
               
      

            	
              (3)

            	
              is
      capable of bearing the economic risk of his or her investment and has a
      net worth (exclusive of home, home furnishings, personal automobiles and
      the amount to be invested in these shares) of at least five (5) times the
      total purchase price of the shares subscribed for by the
      investor.

            


    

    


    Investors
will be required to make certain representations and to satisfy certain other
standards and conditions, which are set forth in a Confidential Prospective
Purchaser Questionnaire and Subscription Agreement (annexed hereto as Exhibits B
and C, respectively) that must be executed by all investors in this
offering.

    


    The
suitability standards referred to above are minimum requirements; the
satisfaction of such standards does not mean that an investment in the Company
is a suitable investment for an investor.  In addition, we may revoke
the offer made and refuse to sell any common shares to a prospective investor
for any other reason whatsoever, even if such investor returns a Confidential
Prospective Purchaser Questionnaire and Subscription Agreement containing
appropriate representations.

    


    SUBSCRIPTION
PROCEDURES

    


    In order
to subscribe for the common shares, each prospective investor will be required
to deliver the subscription price, made payable to “Technical Industries &
Energy, Corp.” in United States dollars, by check or wire transfer in accordance
with our instructions. In addition, the prospective investor must complete,
execute and deliver the following to us:

    


    
      	
              ·  

            	
              A
      signature page that will evidence such prospective investor’s execution of
      a Subscription Agreement.  This document includes certain
      representations by such investor relating to such investor’s subscription;
      and

            


    

    


    
      	
              ·  

            	
              A
      completed and executed Confidential Prospective Purchaser
      Questionnaire.

            


    

    


    A
prospective investor remitting the purchase price by wire transfer should first
contact us to receive proper wire instructions to make necessary arrangements
for such wire.

    


    Subscription
agreements are not binding on us until accepted by us.  We reserve the
right to reject, in whole or in part, in our sole discretion, any lesser number
of common shares than the number for which a prospective investor has
subscribed.  If we reject all or a portion of any subscription, we
will mail the subscriber a check for all, or the appropriate portion of, the
amount submitted with such subscriber’s subscription, without interest or
deduction there from.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    


    FURTHER
INFORMATION

    


    The
statements contained in this memorandum constitute only a brief summary of
certain provisions of the documents referred to and the transactions
contemplated. The statements contained in this document do not purport to be a
complete description of every term and condition of such documents and are
qualified in their entirety by reference to such documents. As with any summary,
some details and exceptions have been omitted. If any of the statements made in
this document are in conflict with any of the terms of any of such documents,
the terms of such documents will govern. Reference is made to the actual
documents for a complete understanding of what they contain. Copies of all
documents in connection with the transaction described in this memorandum are
either enclosed or are available for inspection at our offices.  Each
prospective investor and his advisor are invited and encouraged to ask us
questions with respect to the terms and conditions of the offering and our
business and request additional information necessary to verify information in
this memorandum. We will seek to provide answers and such information to the
extent possessed or obtainable without unreasonable effort or expense. Offerees
may be required to execute non-disclosure agreements as a prerequisite to
reviewing documents determined by us to contain proprietary, confidential or
otherwise sensitive information. To obtain such information or to make
arrangements to ask such questions of us, prospective investors should contact
us at (337) 984-2000.

    
 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    


    SUBSCRIPTION
AGREEMENT

    


    To:  Technical
Industries & Energy, Corp.

            Attn:  Mr.
George M. Sfeir

            Petroleum
Towers, Suite 325

            P.O.
Box 52523

            Lafayette,
LA 70505

    


    Gentlemen:

    


     
1.           Subscription.

    


    The
undersigned (the "Purchaser"), intending to be
legally bound, hereby irrevocably agrees to purchase from Technical Industries
& Energy, Corp., a Delaware Corporation (the “Company”), the number of
shares, set forth on the Signature Page at the end of this subscription
Agreement (the “Agreement”) at a purchase price of $1.00 per share with a
minimum investment of $1,000, upon the terms and conditions hereinafter set
forth. This subscription is submitted to the Company accordance with and subject
to the terms and conditions described in this Agreement and in the Confidential
Private Placement Memorandum dated as of March 9, 2007.

    


    The
undersigned is delivering (i) the subscription payment made payable to Technical
Industries, Inc. (ii) two executed copies of the Signature page at the end of
this Agreement, and (iii) one executed copy of Purchaser Questionnaire for
Individuals (if appropriate), attached hereto as Exhibit II, to:

    


    Technical
Industries & Energy, Corp.

    Attn:  Mr.
George M. Sfeir

    Petroleum
Towers, Suite 325

    P.O. Box
52523

    Lafayette,
LA 70505

    


    The
undersigned understands that the Common Stock is being issued pursuant to the
exemption from the registration requirements of the United States Securities Act
of 1933, as amended (the "Securities Act"), provided by
Regulation D Rule 506 of such Securities Act. As such, the Common Stock is only
being offered and sold to investors who qualify as “accredited investors," and a
limited number of sophisticated investors and the Company is relying on the
representations made by the undersigned in this Agreement that the undersigned
qualifies as such an accredited or sophisticated investor. The shares of Common
Stock are "restricted securities" for purposes of the United States securities
laws and cannot be transferred except as permitted under these
laws.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    


    2.                      Acceptance
of Subscription.

    


            The Offering will be
open until the earlier to occur of (i) June 30, 2007; or (ii) the sale of all of
the common shares, unless extended by us for up to an additional 60 day period,
in our sole discretion.

    


            Subject to applicable
state securities laws, the Purchaser may not revoke any subscription that such
Purchaser delivers to the Company. However, the undersigned understands and
agrees that the Company, in its sole discretion, may (i) reject the subscription
of any Purchaser, whether or not qualified, in whole or in, part, and (ii) may
withdraw the Offering at any time prior to the termination of the
Offering.  The Company shall have no obligation to accept
subscriptions in the order received. This subscription shall become binding only
if accepted by the Company.

    


    3.                      Memorandum.

    


    The Purchaser hereby acknowledges
receipt of a copy of the Confidential Private Placement Memorandum dated March
2, 2007 (as, the "Memorandum").

    


    4.                      Representations
and Warranties.

    


    4.1.           The
Company represents and warrants to, and agrees with the undersigned as follows,
in each case as of the date hereof and in all material respects as of the date
of any closing, except for any changes resulting solely from the
Offering:

    


    (a) The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with full power and authority to own,
lease, license and use its properties and assets and to carry out the business
in which it is engaged as described in the Memorandum. The Company is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing or use of property or assets or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on the Company.

    


    (b) The
authorized capital stock of the Company consists of 250,000,000 shares of common
stock, par value $.001 per share and there are currently 175,000,000 shares
outstanding.

    


    Each
outstanding share of Common Stock is validly authorized, validly issued, fully
paid and non-assessable, without any personal liability attaching to the
ownership thereof and has not been issued and is not or will not be owned or
held in violation of any preemptive rights of stockholders. There is no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Company or any security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the Company, except,
as may be described in the Memorandum. There is outstanding no security or other
instrument which by its terms is convertible into or exchangeable for capital
stock of the Company, except as may be described in the Memorandum

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    


    (c)There
is no litigation, arbitration, claim, governmental or other proceeding (formal
or informal), or investigation pending or, to the best knowledge of the officers
of the Company, threatened with respect to the Company, or any of its
subsidiaries, operations, businesses, properties or assets except as may be
described in the Memorandum or such as individually or in the aggregate do not
now have and could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the Company.

    


    (d) The
Company is not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in the
Memorandum or such as in the aggregate do not now have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Company; nor is the Company required to take any action in
order to avoid any such violation or default.

    


    (e) The
Company has all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and sell the
shares in the Offering.

    


    (f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Company for the execution, delivery or performance by the
Company of this Agreement or the issuance and sale of the shares, except such
filings and consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States federal and
state securities laws.

    


    (g) The
execution, delivery and performance of this Agreement and the issuance of the
Shares will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any agreement or violate or result in a breach of any term
of the Company's Articles of Incorporation or Bylaws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the Company, or to
which any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which, would have a
material adverse effect on the operations, business, properties or assets of the
Company.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    


    (h) The
Shares issuable in this Offering are validly authorized and, if and when issued
in accordance with the terms and conditions set forth in the Memorandum and in
this Agreement, will be validly issued, fully paid and non-assessable without
any personal liability attaching to the ownership thereof, and will not be
issued in violation of any preemptive or other rights of
stockholders.

    


    (i) The
Memorandum and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. Without limiting the
generality of the foregoing, there has been no material adverse change in the
financial condition, results of operations, business, properties, assets,
liabilities, or, to the knowledge of the Company, future prospects of the
Company from the latest information set forth in the Memorandum.

    


    4.2.           The
undersigned hereby represents and warrants to, and agrees with, the Company as
follows:

    


    (a) The
undersigned is an "Accredited Investor" as that term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act, and as specifically
indicated in Exhibit I attached to this Agreement. "

    


    (b) The
undersigned is a “Sophisticated Investor” as that term is defined in Rule
506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

    


    (c) For
California and Massachusetts individuals: If the subscriber is a California
resident, such subscriber's investment in the Company will not exceed 10% of
such subscriber's net worth (or joint net worth with his spouse). If the
subscriber is a Massachusetts resident, such subscriber's investment in the
Company will not exceed 25% of such subscriber's joint net worth with such
subscriber's spouse (exclusive of principal residence and its
furnishings).

    


    (d) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement. If an entity, the
undersigned has its principal offices or principal place of business in the
state or non-United States jurisdiction contained in the address set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    


    (e) The
undersigned has received, read carefully and is familiar with this Agreement and
the Memorandum.

    


    (f) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to it. The
undersigned has had access to all additional information necessary to verify the
accuracy of the information set forth in this Agreement and the Memorandum and
any other materials furnished herewith, and have taken all the steps necessary
to evaluate the merits and risks of an investment as proposed
hereunder.

    


    (g) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.

    


    (h) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.

    


    (i) The
undersigned acknowledges that no market for the Common Stock presently exists
and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.

    


    (j) The
undersigned has been advised by the Company that none of the Common Stock has
been registered under the Securities Act, that the Common Stock will be issued
on the basis of the statutory exemption provided by Rule 506 of the Securities
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering and under similar exemptions under
certain state securities laws; that this transaction has not been reviewed by,
passed on or submitted to any federal or state agency or self-regulatory
organization where an exemption is being relied upon; and that the Company's
reliance thereon is based in part upon the representations made by the
undersigned in this Agreement.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    


    (k) The
undersigned acknowledges that the undersigned has been informed by the Company
of or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
Common Stock. In particular, the undersigned agrees that no sale, assignment or
transfer of any of the Common Stock shall be valid or effective, and the Company
shall not be required to give any effect to such a sale, assignment or transfer,
unless (i) the sale, assignment or transfer of such Common Stock is registered
under the Securities Act, it being understood that the Common Stock are not
currently registered for sale and that the Company has no obligation or
intention to so register the Common Stock, except as contemplated by the terms
of this Agreement or (ii) such Common Stock is sold, assigned or transferred in
accordance with all the requirements and limitations of Rule 144 under the
Securities Act (it being understood that Rule 144 is not available at the
present time for the sale of the Common Stock), or (iii) such sale, assignment
or transfer is otherwise exempt from registration under the Securities Act,
including Regulation S promulgated thereunder. The undersigned further
understands that an opinion of counsel and other documents may be required to
transfer the Common Stock.

    


    (l) The
undersigned acknowledges that the Common Stock shall be subject to a stop
transfer order and the certificate or certificates evidencing any Common Stock
shall bear the following or a substantially similar legend or such other legend
as may appear on the forms of Common Stock and such other legends as may be
required by state blue sky laws:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

    


    (m) The
undersigned will acquire the Common Stock for the undersigned's own account (or
for the joint account of the undersigned and the undersigned's spouse either in
joint tenancy, tenancy by 'he entirety or tenancy in common) for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or selling
to others any of such interest or granting any participation
therein.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    


    (n) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:

    


    (I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or

     

    (II) the
past performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
Common Stock or of the Company's activities.

    


    (o) No
oral or written representations have been made other than as stated in the
Memorandum, and no oral or written information furnished to the undersigned or
the undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Memorandum.

    


    (p) The
undersigned is not subscribing for the Common Stock as a result of or subsequent
to any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company with which the undersigned had
a pre-existing relationship in connection with investments in securities
generally.

    


    (q) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.

    


    (r) The
undersigned understands that the net; proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Memorandum.

    


    (s)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Memorandum.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    


    (t) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Common Stock.

    


    (u) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Common Stock
and has not relied on the Memorandum or the Company, its officers, directors or
professional advisors for advice as to such consequences.

    


    5.                      Indemnification.

    


    The Purchaser understands the meaning
and legal consequences of the representations and warranties contained in
Section 4.2, and agrees to indemnify and hold harmless the Company and each
member, officer, employee, agent or representative thereof against any and all
loss, damage or liability due to or arising out of a breach of any
representation or warranty, or breach or failure to comply with any covenant, of
the Purchaser, whether contained in the Memorandum or this Subscription
Agreement. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the Purchaser, the Purchaser does
not thereby or in any other manner waive any rights granted to the Purchaser
under federal or state securities laws.

    


    6.                      Provisions
of Certain State Laws.

    


    IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    


    THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

    


    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEW YORK UNIFORM SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    


    
      	
               
      

            	
              7.

            	
              Additional
      Information.

            


    

    


           The Purchaser hereby
acknowledges and agrees that the Company may make or cause to be made such
further inquiry and obtain such additional information as they may deem
appropriate, with regard to the suitability of the undersigned.

    


    
      	
              8.   
        

            	
              Irrevocability; Binding
      Effect.

            


    

    


            The Purchaser hereby
acknowledges and agrees that the Subscription hereunder is irrevocable, that the
Purchaser is not entitled to cancel, terminate or revoke this
Subscription.  Agreement or any agreements of the undersigned
thereunder and that this Subscription Agreement and such other agreements shall
survive the death or disability of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns.  If the Purchaser is
more than one person, the obligations of the Purchaser hereunder shall be joint
and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, legal representatives and assigns.

    


    
      	
               
      

            	
              9.

            	
              Modification.

            


    

    


            Neither this
Subscription Agreement nor any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is
sought.

    


    
      	
               
      

            	
              10.

            	
              Notices.

            


    

    


            Any notice, demand or
other communication which any party hereto may be required, or may elect, to
give to any other party hereunder shall be sufficiently given if (a) deposited,
postage prepaid, in a United States mail box, stamped registered or certified
mail, return receipt requested, addressed to such address as may be listed on
the books of the Company, or (b) delivered personally at such
address.

    


    
      	
               
      

            	
              11.

            	
              Counterparts.

            


    

    


    This Subscription Agreement may be
executed through the use of separate signature pages or in any number of
counterparts, and each such counterpart shall, for all purposes, constitute one
agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    


    
      	
               
      

            	
              12.

            	
              Entire
      Agreement.

            


    

    


            This Subscription
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof and there are no representations, covenants or other
agreements except as stated or referred to herein.

    


    
      	
               
      

            	
              13.

            	
              Severability.

            


    

    


            Each provision of
this Subscription Agreement is intended to be severable from every other
provision, and the invalidity or illegality of any Portion hereof shall not
affect the validity or legality of the remainder hereof.

    


    
      	
               
      

            	
              14.

            	
              Assignability.

            


    

    


    This Subscription Agreement is not
transferable or assignable by the Purchaser.

    


    
      	
               
      

            	
              15.

            	
              Applicable
      Law.

            


    

    


            This Subscription
Agreement shall be governed by and construed in accordance with the laws of the
State of New York as applied to residents of that State executing contracts
wholly to be performed in that State.

    


    
      	
               
      

            	
              16.

            	
              Choice
      of Jurisdiction.

            


    

    


            The parties agree
that any action or proceeding arising, directly, indirectly or otherwise, in
connection with, out of or from this Subscription Agreement, any breach hereof
or any transaction covered hereby shall be resolved within the County, City and
State of New York. Accordingly, the parties consent and submit to the
jurisdiction of the United States federal and state courts located within the
County, City and State of New York.

     

    IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Subscription Agreement by
executing the Signature Page attached hereto on the date therein
indicated.

    SUBSCRIPTION
AGREEMENT

    SIGNATURE
PAGE

    


            By executing this
Signature Page, the undersigned hereby executes, adopts and agrees to all terms,
conditions and representations of this Subscription Agreement and acknowledges
all requirements are met by the purchaser to purchase shares in the
Company.

    


    Number of
Shares Subscribed at $1.00 per
Share:  ___________________________________

    


    Aggregate
Purchase Price:
$  ____________________________________________________

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    


    Type of
ownership:                             ____________                                Individual

    ____________                                Joint
Tenants

    
      	
               
      

            	
              ____________

            	
              Tenants
      by the Entirety

            


    

    ____________                                Tenants
in Common

    ____________                                Subscribing
as Corporation or Partnership

    ____________                                Other

    


    IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature

    Page this
__________ day of __________________________, 2007.

     

    
    

     

    
      	 	 	 	 
	Exact Name in which
      Shares are to be Registered	 	Exact Name in which
      Shares are to be Registered	 
	 	 	 	 
	 	 	 	 
	Signature 	 	Signature	 
	 	 	 	 
	 	 	 	 
	Print Name	 	Print Name	 
	 	 	 	 
	 	 	 	 
	Tax Identification
      Number:	 	Tax Identification
      Number:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Mailing
      Address	 	Mailing
      Address	 
	 	 	 	 
	 	 	 	 
	Residence Phone
      Number	 	Residence Phone
      Number	 
	 	 	 	 
	 	 	 	 
	Work Phone
      Number	 	Work Phone
      Number	 
	 	 	 	 
	 	 	 	 
	E-Mail
    Address	 	E-Mail
    Address	 


    

     

    ACCEPTANCE
OF SUBSCRIPTION

    


    TECHNICAL
INDUSTRIES & Energy Corp.. hereby accepts the subscription of
________________Shares as of the ____________day of _________________,
2007.

    


    TECHNICAL
INDUSTRIES & Energy Corp., INC.

    By:       ___________________________________________________________________

    Name:  ___________________________________________________________________

    Title:     ___________________________________________________________________

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
 

    Exhibit I
to Subscription Agreement

    


    DEFINITION
OF "ACCREDITED INVESTOR"

    WITHIN
THE MEANING OF REGULATION D

    


            An accredited
investor means any person who comes within any of the following categories, or
whom the Company reasonably believes comes within any of the following
categories, at the time of the sale of the Shares to that person:

    


            (i) any bank as
defined in Section 3(a)(2) of the Securities Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any
broker dealer registered pursuant to Section 15 of the Exchange Act; any
insurance company as defined in Section 2(13) of the Securities Act; any
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that act; any
Small Business Investment Company licensed by the U.S., Small Business
Administration under Section 301 (c) or (d) of the Small Business Investment Act
of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000, or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors;

    


            (ii)  any
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;

    


            (iii) any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;

    


            (iv)  any
of the directors or executive officers of the Company;

    


            (v)  any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of investment in the Common Stock, exceeds
$250,000;

    


            (vi) any natural
person who had an individual income in excess of $250,000 in each of the two
most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
that same income level in the current year;

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    


            (vii) any trust with
total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the Common Stock, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii) of Regulation D; or

    


            (viii)  any
entity in which all of the equity owners are accredited investors.

     

    Exhibit
II to Subscription Agreement

    


    PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS

    


    Purpose
of this Questionnaire.

    


            Shares of Technical
Industries & Energy, Corp., a Delaware Corporation (the "Company'), are
being offered without registration under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of certain states, in reliance on
the private offering exemption contained in Rule 506 of the Securities Act and
on Regulation D of the Securities and Exchange Commission thereunder
("Regulation D"), and in reliance on similar exemptions under certain applicable
state laws. The purpose of this Purchaser Questionnaire is to assure the Company
that the proposed purchaser meets the standards imposed for the application of
such exemptions including, but not limited to, whether the proposed purchaser
qualifies as an "accredited investor" as defined in Rule 501 under the Act or a
“sophisticated investor” as defined in Rule 506 under the Act, your answers will
at all times be kept strictly confidential. However, by signing this purchaser
Questionnaire you agree that the Company may present this Purchaser
Questionnaire to such parties as the Company may deem appropriate if called upon
under the law to establish the availability of any exemption from registration
of the private placement or if the contents hereof are relevant to any issue in
any action, suit or proceeding to which the Company is a party or by which it
may be bound. The undersigned realizes that this Purchaser Questionnaire does
not constitute an offer by the Company to sell shares but is a request for
information.

    


    THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.

    


    Instructions:

    


    One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:

    


    Technical
Industries & Energy, Corp.

    Attn:  Mr.
George M. Sfeir

    Petroleum
Towers, Suite 325

    P.O. Box
52523

    Lafayette,
LA 70505

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    


    Please
contact Mr. George M. Sfeir at (337) 984-2000 if you have any questions with
respect to the Questionnaire.

    


    PLEASE
ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not Applicable,"
so state. Please print or type your answers to all questions. Attach additional
sheets if necessary to complete your answers to any item.

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    I.           General
Information:

    


    Name:  ________________________________

    Date of
Birth:  ______________________________

    Residence
Address:  _______________________________________________________________

    Business
Address:  ________________________________________________________________

    Home
Telephone No.:
______________________________________________________________

    Business
Telephone
No:  ____________________________________________________________

    E-mail
Address:  ___________________________________________________________________

    Preferred
Mailing Address: ________ Business
or  _________ Home  (check one)

    Social
Security
Number:  ____________________________________________________________

    Marital
Status:  ____________________________________________________________________

    


    II.           Financial
Condition:

    


    1.           Did
your individual annual income during each of 2005 and 2006 exceed $150,000 and
do you reasonably expect your individual annual income during 2007 to exceed
$150,000?

    Yes
_______                                No
_______

    


    2.           Did
your joint (with spouse) annual income during each of 2005 and 2006 exceed
$300,000 and do you reasonably expect your individual annual income during 2007
to exceed $300,000?

    Yes
_______                                No  _______

    


    3.           Does
your individual or joint net worth exceed $500,000?

    Yes
_______                                No  _______

    


    By
signing this Questionnaire I hereby confirm the following
statements:

    


            (a) I am aware that
the offering of Common Stock will involve securities that are not transferable
and for which no market exists, thereby requiring my investment to be maintained
for an indefinite period of time.

    


            (b) I acknowledge
that any delivery to me of the Memorandum relating to the Shares of Common Stock
prior to the determination by the Company of my suitability as an investor,
shall not constitute an offer of such Shares until such determination of
suitability shall be made, and I agree that I shall promptly return the
Memorandum to the Company upon request.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    


            (c)           My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for Shares in the Company, true and complete to the best
of my information and belief and were true on any date that I previously as of,
and I will promptly notify the Company of any changes in the information I have
provided.

     

    Executed:

    


    Date:________________  _______________________________________________

    (Printed Name)

    


    Place:  ____________________________________

    


    __________________________________________

    (Signature)

    


    __________________________________________

    (Printed Name of Joint
Subscriber)