EXHIBIT
        10.6

      


      PROMISSORY
        NOTE

      


      
        	U.S. $128,721.65	
                 Houston,
                  Texas 

              	
                 April
                  1,
                  2005

              


      

       

      For
        value
        received, the undersigned, FLOTEK INDUSTRIES, INC. (the "Maker"), promises
        to
        pay to the order of GLENN S. PENNY (the “Payee”) at 1004 South Plainsman Road,
        Marlow, Oklahoma 73055 or at such other place and to such other party or
        parties
        as the owner and holder hereof may from time to time designate in writing,
        the
        principal sum of One Hundred Twenty-Eight Thousand Seven Hundred Twenty-One
        and
        65/100 U.S. Dollars (U.S. $128,721.65), together
        with interest from the date hereof until maturity on the principal amount
        of
        this Promissory Note remaining outstanding and unpaid from time to time at
        a per
        annum rate equal to 12 1⁄2% , with no compounding.

      


      The
        Maker
        shall make payments pursuant to this Note as follows: (i) all accrued interest
        shall be paid on a monthly basis, beginning on May 1, 2005, and (ii) principal
        payment in the amount of $7,151.20 shall be made on the first day of each
        month,
        beginning on November 1, 2005. On April 1, 2007 (the "Maturity Date"), the
        Maker
        shall pay the holder of this Promissory Note all principal and interest then
        owed by the Maker pursuant to this Promissory Note.

      


      All
        past
        due installments of principal shall bear interest at the rate of eighteen
        percent (18%) per annum, with no compounding. All payments shall first be
        applied to accrued interest, if any, with the balance of the payment reducing
        the unpaid principal balance hereof.

      


      The
        Maker
        may from time to time prepay this Promissory Note, in whole or in part. Any
        such
        prepayment hereunder shall be applied first to accrued and unpaid interest,
        if
        any, owing on this Promissory Note, and the balance to the principal balance
        of
        this Promissory Note.

      


      The
        occurrence or existence of any of the following events or conditions shall
        constitute an "Event of Default":

      


      (a) the
        failure of the Maker to pay when due any of the principal or interest payable
        pursuant to this Note which failure is not cured within 3 days of written
        notice
        thereof from the holder of this Note; or

      


      (b) the
        assignment by the Maker for the benefit of creditors or the application by
        the
        Maker to any court for the appointment of a trustee or receiver for any of
        the
        assets of the Maker that have been pledged to secure the repayment of the
        Note
        or the commencement of any proceedings relating to the Maker under any
        bankruptcy, reorganization, arrangement, readjustment of debts or other
        insolvency law of any jurisdiction, or the entering of an order appointing
        such
        trustee or receiver or adjudicating the Maker bankrupt or insolvent or approving
        the petition in any such proceedings.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      If
        an
        event of default shall occur, the holder hereof may, at the option of the
        holder, without demand, notice or presentment, declare the entire unpaid
        principal balance of this Promissory Note, together with all accrued unpaid
        interest thereon, to be due and payable immediately. Upon any such declaration,
        the principal of this Promissory Note and any such accrued interest shall
        become
        and be immediately due and payable, and the holder hereof may thereupon proceed
        to protect and enforce the obligations of the Maker hereunder either by suit
        in
        equity or by action of law or by other appropriate proceedings, whether for
        specific performance (to the extent permitted by law) of any covenant or
        agreement contained herein or in aid of the exercise of any power granted
        herein, or proceed to enforce the payment of this Promissory Note or to enforce
        any other legal or equitable right of the holder hereof.

      


      If
        an
        event of default shall occur and this Promissory Note is placed in the hands
        of
        an attorney for collection, or if suit is filed hereon, or if this Promissory
        Note shall be collected by legal proceedings or through a probate or bankruptcy
        court, the Maker agrees to pay all costs of collection, including reasonable
        attorneys' fees.

       

      All
        agreements between the Maker and the holder hereof, whether now existing
        or
        hereafter arising and whether written or oral, are hereby limited so that
        in no
        contingency, whether by reason of acceleration of the maturity hereof or
        otherwise, shall the interest paid or agreed to be paid to the holder thereof
        exceed the maximum amount permissible under applicable law. All interest
        paid or
        agreed to be paid to the holder hereof shall, to the extent permitted by
        applicable law, be amortized, prorated, allocated, and spread throughout
        the
        full period of this Promissory Note until payment in full of the principal
        of
        this Promissory Note (including the period of any renewal or extension hereof)
        so that the rate of interest hereon is uniform throughout the term hereof.
        This
        paragraph shall control all agreements between the undersigned and the holder
        hereof relating to the obligations evidenced by this Promissory
        Note.

      


      This
        Promissory Note shall be construed in accordance with the laws of the State
        of
        Texas, U.S.A. and the laws of the United States applicable to transactions
        in
        Texas, U.S.A.

      


      This
        Promissory Note is delivered pursuant to the terms of that certain letter
        agreement dated the date hereof among Robert S. Beall, Glenn S. Penny,
        Stimulation Chemicals, LLC and Flotek Industries, Inc.

       

      
        	 	 	 
	 	FLOTEK
                INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jerry
                D. Dumas, Sr.
	 	
                
Jerry
                D. Dumas, Sr., Chief Executive Officer