EXHIBIT
        4.3

      


      


      WARRANT
        TO PURCHASE COMMON STOCK

      OF
        FLOTEK INDUSTRIES, INC.

      


      VOID
        AFTER 5:30 P.M. NEW YORK CITY TIME ON THE EXPIRATION DATE

      


      


      Warrant
        No. __  
        __________ Shares of Warrant Stock

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, AND HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION
        FROM
        THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND STATE SECURITIES
        LAWS BASED, IN PART, ON AN INVESTMENT REPRESENTATION OF THE PART OF THE
        PURCHASER THEREOF. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED,
        DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION
        OR
        QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS
        OR
        APPLICABLE EXEMPTIONS THEREFROM.

      


      


      FLOTEK
        INDUSTRIES, INC. (the "Company"), an Alberta corporation, for value received,
        hereby agrees to sell upon the terms and on the conditions hereinafter set
        forth, but no later than 5:30 p.m., New York City Time, on the Expiration
        Date
        (as hereinafter defined) to _________, the registered holder hereof (the
        "Holder"), having an address set forth in the Warrant Register maintained
        by the
        Company, under the terms as hereinafter set forth, _________ fully paid and
        non-assessable shares of the Company's Common Stock, no par value (the "Warrant
        Stock"), at a purchase price per share of Three U.S. Cents (US$0.03) (as
        adjusted as provided herein, the "Warrant Price") pursuant to this Warrant
        (the
        "Warrant"). This Warrant is being issued in accordance with the terms of
        that
        certain Securities Purchase and Exchange Agreement of even date herewith
        (the
        "Securities Purchase Agreement") between the Company and the

      initial
        Holder, inter alia. The number of shares of Warrant Stock to be so issued
        and
        the Warrant Price are subject to adjustment as hereinafter set forth. The
        term
        "Common Stock" shall mean, when used herein, unless the context otherwise
        requires, the stock and other securities and property at the time receivable
        upon the exercise of this Warrant.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.
        Exercise of Warrant.

      


      (a)
        The
        Holder may exercise this Warrant according to its terms by surrendering this
        Warrant to the Company at the address set forth in Section 10, the subscription
        form attached hereto having then been duly executed by the Holder, accompanied
        by cash, certified check or bank draft in payment of the purchase price for
        the
        number of shares of the Warrant Stock specified in the subscription form,
        or as
        otherwise provided in this Warrant prior to 5:30 p.m., local New York City
        time,
        on the Expiration Date. The Expiration Date shall be August 31, 2010. The
        purchase price of the shares of Warrant Stock as to which this Warrant shall
        be
        exercised shall be paid to the Company at the time of exercise either in
        cash,
        in Common Stock of the Company already owned by the Holder, by the
        relinquishment of a portion of this Warrant having a total fair market value
        equal to the purchase price, or any combination of the foregoing. For purposes
        of this Section, the fair market value of the portion of this Warrant that
        is
        relinquished shall be the excess of

      


      (x)
        the
        fair market value at the time of exercise of the number of
        shares
        of Warrant Stock subject to the portion of this Warrant
        that is relinquished over

      


      (y)
        the
        aggregate exercise price specified in this Warrant with respect
        to such shares.

      


      The
        fair
        market value of the Warrant Stock shall be equal to the average of the closing
        sales prices of the Company's Common Stock on any stock exchange or market
        on
        which the Company's Common Stock is then traded on the ten trading days
        immediately preceding the date of exercise. If the exchange or market does
        not
        report sales prices, the fair market value of the Warrant Stock shall be
        equal
        to the average of the average of the closing bid and ask prices of the Company's
        Common Stock on the ten trading days immediately preceding the date of exercise.
        If the Company's Common Stock is then traded on more than one exchange or
        market, the fair market value shall be the highest of fair market values
        determined as provided above. If the Company's Common Stock is not then traded
        on any exchange or market, the fair market value shall be determined in good
        faith by the Board of Directors of the Company.

      


      (b)
        This
        Warrant may be exercised in whole or in part so long as any exercise in part
        hereof would not involve the issuance of fractional shares of Warrant Stock.
        If
        exercised in part, the Company shall deliver to the Holder a new Warrant,
        identical in form, in the name of the Holder, evidencing the right to purchase
        the number of shares of Warrant Stock as to which this Warrant has not been
        exercised, which new Warrant shall be signed by the President and the Secretary
        or the Assistant Secretary of the Company. The term Warrant as used herein
        shall
        include any subsequent Warrant issued as provided herein.

      


      (c)
        No
        fractional share or scrip representing fractional shares shall be given upon
        the
        exercise of this Warrant. The Company shall pay cash in lieu of fractions
        with
        respect to the Warrants based upon the Warrant Price at the time of exercise
        of
        this Warrant.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (d)
        In
        the event of any exercise of the rights represented by this Warrant, a
        certificate or certificates for the Warrant Stock so purchased, registered
        in
        the name of the Holder, shall be delivered to the Holder within a reasonable
        time after such rights shall have been so exercised. The person or entity
        in
        whose name any certificate for the Warrant Stock is issued upon exercise
        of the
        rights represented by this Warrant shall for all purposes be deemed to have
        become the holder of record of such shares immediately prior to the close
        of
        business on the date on which the Warrant was surrendered and payment of
        the
        Warrant Price and any applicable taxes was made, irrespective of the date
        of
        delivery of such certificate, except that, if the date of such surrender
        and
        payment is a date when the stock transfer books of the Company are closed,
        such
        person shall be deemed to have become the holder of such shares at the opening
        of business on the next succeeding date on which the stock transfer books
        are
        open.

      


      
        	2.	
                Disposition
                  of Warrant Stock and Warrant.

              


      

      


      (a)
        By
        the acceptance of this Warrant, the Holder hereby acknowledges and covenants
        that this Warrant and any Warrant Stock purchased pursuant thereto are and
        will
        be held for investment and not for distribution; provided that:

      


      (i)
        the
        Warrant and/or Warrant Stock may not be transferred by the
        Holder, (A) unless an exemption is available under the Securities Act
        of
        1933, as amended, and the rules and regulations promulgated by the
        Securities and Exchange Commission thereunder (collectively the "Act"),
        and to a person who, in the reasonable opinion of counsel to the
        Company, is a person to whom the Warrant and/or Warrant Stock may be
        transferred legally without registration and without the delivery of
a
        current
        prospectus under the Act with respect thereto and then only against
        receipt of (x) an agreement of such person to comply with the provisions
        of this Section 2 with respect to any resale or other disposition
        of such securities and (y) an agreement by such person that he
        is
        acquiring such securities for investment and not for distribution except
        in
        compliance with the Act; or (B) except to a person upon delivery
        of a prospectus relating to the Warrant and/or Warrant Stock then
        meeting the requirements of the Act;

      


      (ii)
        the
        Warrant Stock shall be issued upon exercise of this Warrant
        only in compliance with the Act; and

      


      (iii)
        the
        Warrant and the Warrant Stock may be pledged to a lender
        to
        secure the debt of the Holder.

      


      (b)
        If,
        at the time of issuance of the shares issuable upon exercise of this Warrant,
        no
        registration statement is in effect with respect to such shares under applicable
        provisions of the Act, the Company may at its election require that the Holder
        provide the Company with written reconfirmation of the Holder's investment
        intent and that any stock certificate delivered to the Holder of a surrendered
        Warrant shall bear legends reading substantially as follows:

      


      "Transfer
        of the shares represented by this certificate is subject
        to certain restrictions set forth in the Warrant pursuant to which
        these shares were purchased from the Company. Copies of those restrictions
        are on file at the principal offices of the Company, and no
        transfer of such shares or of this certificate, or of any shares or other
        securities (or certificates therefor) issued in exchange for or in respect
        of
        such shares, shall be effective unless and until the terms and conditions
        therein set forth shall
        have been complied with."

      


      "The
        shares represented by this certificate have not been registered
        under the Securities Act of 1933, and may not be sold, transferred,
        pledged or otherwise disposed of in the absence of an effective
        registration statement under the Securities Act of 1933 or an opinion
        of counsel satisfactory to the issuer of this certificate that registration
        is not required under said Act."

      


      In
        addition, so long as the foregoing legend may remain on any stock certificate
        delivered to the Holder, the Company may maintain appropriate "stop transfer"
        orders with respect to such certificates and the shares represented thereby
        on
        its books and records and with those to whom it may delegate registrar and
        transfer functions.

      


      
        	3.	
                Reservation
                  of Shares.

              


      

      


      The
        Company hereby agrees that at all times there shall be reserved for issuance
        upon the exercise of this Warrant such number of shares of its Common Stock
        as
        shall be required for issuance upon exercise of this Warrant and that the
        par
        value of such shares will at all times be less than or equal to the applicable
        Warrant Price. The Company further agrees that all shares which may be issued
        upon the exercise of the rights represented by this Warrant will, upon issuance,
        be validly issued, fully paid and non-assessable, free from all taxes, liens
        and
        charges with respect to the issuance thereof other than taxes, if any, in
        respect of any transfer occurring contemporaneously with such issuance and
        other
        than transfer restrictions imposed by federal and state securities
        laws.

      


      
        	4.	
                Capital
                  Adjustments.

              


      

      


      This
        Warrant is subject to the following further provisions:

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (a)
        Recapitalization, Reclassification and Succession. If any recapitalization
        of
        the Company or reclassification of its Common Stock or any merger or
        consolidation of the Company into or with a corporation or other business
        entity, or the sale or transfer of all or substantially all of the Company's
        assets or of any successor corporation's assets to any other corporation
        or
        business entity (any such corporation or other business entity being included
        within the meaning of the term "successor corporation") shall be effected,
        at
        any time while this Warrant remains outstanding and unexpired, then, as a
        condition of such recapitalization, reclassification, merger, consolidation,
        sale or transfer, lawful and adequate provision shall be made whereby the
        Holder
        of this Warrant thereafter shall have the right to receive upon the exercise
        hereof as provided in Section 1 and in lieu of the shares of Common Stock
        immediately theretofore issuable upon the exercise of this Warrant, such
        shares
        of capital stock, securities or other property as may be issued or payable
        with
        respect to or in exchange for a number of outstanding shares of Common Stock
        equal to the number of shares of Common Stock immediately theretofore issuable
        upon the exercise of this Warrant had such recapitalization, reclassification,
        merger, consolidation, sale or transfer not taken place, and in each such
        case,
        the terms of this Warrant shall be applicable to the shares of stock or other
        securities or property receivable upon the exercise of this Warrant after
        such
        consummation.

      


      (b)
        Subdivision or Combination of Shares. If the Company at any time while this
        Warrant remains outstanding and unexpired shall subdivide or combine its
        Common
        Stock, the number of shares of Warrant Stock purchasable upon exercise of
        this
        Warrant shall be proportionately adjusted.

      


      (c)
        Certain Dividends and Distributions. If the Company at any time while this
        Warrant is outstanding and unexpired shall take a record of the holders of
        its
        Common Stock for the purpose of entitling them to receive a dividend payable
        in,
        or other distribution of, Common Stock, then the number of shares of Warrant
        Stock purchasable upon exercise of this Warrant shall be adjusted to that
        number
        determined by multiplying the number of shares of Warrant Stock so purchasable
        immediately prior to such record date by a fraction (i) the numerator of
        which
        shall be the sum of (A) the total number of outstanding shares of Common
        Stock
        immediately prior to such record date and (B) the total number of shares
        of
        Common Stock issuable pursuant to such dividend or distribution, and (ii)
        the
        denominator of which shall be the total number of shares of Common Stock
        outstanding immediately prior to such record date.

      


      (d)
        Corresponding Warrant Price Adjustment. Whenever the number of shares of
        Warrant
        Stock purchasable upon the exercise of the rights granted to the Holder herein
        is increased or decreased as provided in Section 4 (b) or (c), the Warrant
        Price
        payable for the exercise of such rights shall be adjusted by multiplying
        such
        Warrant Price immediately prior to such adjustment by a fraction, of which
        the
        numerator shall be the number of shares of Warrant Stock purchasable upon
        the
        exercise of such rights immediately prior to such adjustment, and of which
        the
        denominator shall be the number of shares of Warrant Stock purchasable
        immediately thereafter.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (e)
        Certain Other Warrant Price Adjustments. (i) If the Company at any time while
        this Warrant is outstanding and unexpired issues and sells, or is deemed
        to have
        issued and sold (as provided in Section 4(e)(ii) or (iii)), any shares of
        Common
        Stock, for a consideration per share of less than the Warrant Price in effect
        immediately prior to the issuance of such additional Common Stock, then,
        immediately following the issue and sale of such additional Common Stock,
        the
        Warrant Price shall be adjusted by multiplying the Warrant Price in effect
        immediately before the issuance of such additional Common Stock by the number
        determined by dividing:

      


      (A)
        An
        amount equal to (1) the total number of shares of Common Stock
        outstanding immediately following the last previous adjustment of the
        Warrant Price pursuant to this Section 4 (or on the date hereof if there
        shall have been no previous adjustment) multiplied by the Warrant Price
        in
        effect immediately prior to such issuance, plus (2) the consideration,
        if any, received or deemed to have been received by the Company
        upon such issuance and upon the issuance of any Common Stock issued
        subsequent to the last previous adjustment of the Warrant Price pursuant
        to this Section 4 (or subsequent to the date hereof if there shall
        have been no such previous adjustment), by

      


      (B)
        The
        total number of shares of Common Stock outstanding immediately
        after the issuance of such additional Common Stock (or which
        would have been outstanding but for retirement of Common Stock or acquisitions
        of Common Stock by or for the account of the Company during
        the period covered by the computation) multiplied by the Warrant Price
        in
        effect immediately prior to such issuance.

      


      (ii)
        If
        the Company at any time while this Warrant is outstanding
        and unexpired grants any rights, warrants or options (other than
        the
        rights granted herein or in any stock option plan of the Company
        covering officers, directors, consultants or employees of the Company)
        to subscribe for Common Stock or any securities convertible or exchangeable
        into Common Stock (such rights, warrants and options being called
        the "Options" and such securities convertible into Common Stock the
        "Convertible Securities"), then the maximum number of shares of Common
        Stock issuable upon the exercise of such Options or upon the conversion
        or exchange of the Convertible Securities will be deemed to have
        been
        outstanding and to have been issued and sold by the Company, and
        the
        appropriate adjustment to the Warrant Price will be made in accordance
        with Section 4(e)(i). For purposes of this paragraph, the

      consideration
        of the shares of Common Stock issuable upon the exercise of
        such
        Options will be equal to the total amount received or receivable
        by the Company for the granting of the Options plus the minimum
        aggregate amount of additional consideration due the Company upon
        the
        exercise of the Options (plus, in the case of the Options relating
        to Convertible Securities, any additional consideration payable
        upon the issuance or sale and the conversion and exchange thereof).

      


      (iii)
        If
        the Company at any time while this Warrant is outstanding
        and unexpired issues or sells any Convertible Securities, then
        the
        maximum number of shares of Common Stock issuable upon conversion
        or exchange of all such Convertible Securities will be deemed
        to
        be outstanding and to have been issued or sold by the Company,
        and the appropriate adjustment to the Warrant Price will be made
        in
        accordance with Section 4(e)(i). For purposes of this paragraph,
        the consideration for the shares of Common Stock issuable upon
        conversion or exchange of all such Convertible Securities will be equal
        to
        the total amount received or receivable by the Company for the issue
        or
        sale of such Convertible Securities plus the minimum aggregate amount
        of
        additional consideration, if any, payable upon the conversion or
        exchange thereof.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (iv)
        If
        at any time while this Warrant is outstanding and unexpired
        the purchase price per share for any Option, or any additional
        consideration payable to the Company upon the exercise of any
        Option or upon conversion of a Convertible Security, or the rate at which
        any
        Convertible Securities are convertible or exchangeable into Common
        Stock, is reduced, then the consideration for the shares of Common
        Stock issuable upon the exercise or conversion thereof will be recalculated
        giving effect to such reduction, and immediately after any such
        price reduction or rate reduction becomes effective, the appropriate
        adjustment to the Warrant Price will be made in accordance with
        Section 4(e)(i).

      


      Notwithstanding
        the foregoing,

      


      (1)
        no
        further adjustments in the Warrant Price shall be made upon the subsequent
        issue
        of Convertible Securities or shares of Common Stock upon the exercise of
        such
        Options or conversion or exchange of such Convertible Securities;

      


      (2)
        if
        such Options or Convertible Securities by their terms provide, with the passage
        of time or otherwise, for any increase or decrease in the consideration payable
        to the Company, or decrease or increase in the number of shares of Common
        Stock
        issuable, upon the exercise, conversion or exchange thereof, the Warrant
        Price
        computed upon the original issue thereof (or upon the occurrence of a record
        date with respect thereto), and any subsequent adjustments based thereon,
        shall,
        upon any such increase or decrease becoming effective, be recomputed to reflect
        such increase or decrease insofar as it affects such Options or the rights
        of
        conversion or exchange under such Convertible Securities (provided, however,
        that no such adjustment of the Warrant Price shall affect Common Stock
        previously issued upon conversion of the Warrant;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (3)
        upon
        the expiration of any such Options or any rights of conversion or exchange
        under
        such Convertible Securities which shall not have been exercised, the Warrant
        Price computed upon the original issue thereof (or upon the occurrence of
        a
        record date with respect thereto), and any subsequent adjustments based thereon,
        shall, upon such expiration, be recomputed as if:

      


      (A)
        in
        the case of Convertible Securities or Options for Common Stock the only
        additional shares of Common Stock issued were the shares of Common Stock,
        if
        any, actually issued upon the exercise of such Options or the conversion
        or
        exchange of such Convertible Securities and the consideration received therefor
        was the consideration actually received by the Company for the issue of all
        such
        Options, whether or not exercised, plus the consideration actually received
        by
        the Company upon such exercise, or for the issue of all such Convertible
        Securities which were actually converted or exchanged, plus the additional
        consideration, if any, actually received by the Company upon such conversion
        or
        exchange and

      


      (B)
        in
        the case of Options for Convertible Securities only the Convertible Securities,
        if any, actually issued upon the exercise thereof were issued at the time
        of
        issue of such Options, and the consideration received by the Company for
        the
        additional shares of Common Stock deemed to have been then issued was the
        consideration actually received by the Company for the issue of all such
        Options, whether or not exercised, plus the consideration deemed to have
        been
        received by the Company (determined as described above) upon the issue of
        the
        Convertible Securities with respect to which such Options were actually
        exercised;

      


      (4)
        in
        the case of any Options which expire by their terms not more than 30 days
        after
        the date of issue thereof, no adjustment of the Warrant Price shall be made
        until the expiration or exercise of all such Options, whereupon such adjustment
        shall be made in the same manner provided in clause (3)
        above;

      


      (5)
        no
        adjustments in the Warrant Price shall be made in respect of grants of stock
        pursuant to employee benefit plans of the Company;

      


      (6)
        no
        adjustments in the Warrant Price shall be made in respect of the issuance
        of
        Warrant Stock upon exercise of the Warrant or in respect of the issuance
        of
        Common Stock upon conversion of the Series A Preferred Stock of the Company
        issued on the date hereof;

      


      (7)
        no
        further adjustments in the Warrant Price shall be made under this paragraph
        (e)
        in respect of adjustments required pursuant to paragraphs (a) through (c)
        of
        this Section 4.

      


      (f)
        Certain Shares Excluded. The number of shares of Common Stock outstanding
        at any
        given time for purposes of the adjustments set forth in this Section 4 shall
        exclude any shares then directly or indirectly held in the treasury of the
        Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (g)
        Deferral and Cumulation of De Minimis Adjustments. The Company shall not
        be
        required to make any adjustment of the Warrant Price pursuant to this Section
        4
        if the amount of such adjustment would be less than one percent (1%) of the
        Warrant Price in effect immediately before the event that would otherwise
        have
        given rise to such adjustment. In such case, however, any adjustment that
        would
        otherwise have been required to be made shall be made at the time of and
        together with the next subsequent adjustment which, together with any adjustment
        or adjustments so carried forward, shall amount to not less than one percent
        (1%) of the Warrant Price in effect immediately before the event giving rise
        to
        such next subsequent adjustment.

      


      (h)
        Duration of Adjusted Warrant Price. Following each computation or readjustment
        of an adjusted Warrant Price as provided in this Section 4, the new adjusted
        Warrant Price shall remain in effect until a further computation or readjustment
        thereof is required.

      


      
        	5.	
                Notices
                  to Holders.

              


      

      


      
        	
              	(a)	
                Notice
                  of Record Date. In case:

              


      

      


      (i)
        the
        Company shall take a record of the holders of its Common
        Stock (or other stock or securities at the time receivable upon the
        exercisable of this Warrant) for the purpose of entitling them to receive
        any dividend (other than a cash dividend payable out of earned surplus
        of the Company) or other distribution, or any right to subscribe
        for or purchase any shares of stock of any class or any other securities,
        or to receive any other right; or 

      
 

      (ii)
        of
        any capital reorganization of the Company, any reclassification
        of the capital stock of the Company, any consolidation with
        or
        merger of the Company into another corporation, or any conveyance
        of all or substantially all of the assets of the Company to another
        corporation; or

      


      (iii)
        of
        any voluntary dissolution, liquidation or winding-up of
        the
        Company;

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      then,
        and
        in each such case, the Company will mail or cause to be mailed to the Holder
        hereof at the time outstanding a notice specifying, as the case may be, (i)
        the
        date on which a record is to be taken for the purpose of such dividend,
        distribution or right, and stating the amount and character of such dividend,
        distribution or right, or (ii) the date on which such reorganization,
        reclassification, consolidation, merger, conveyance, dissolution, liquidation
        or
        winding-up is to take place, and the time, if any, is to be fixed, as of
        which
        the holders of record of Common Stock (or such stock or securities at the
        time
        receivable upon the exercise of this Warrant) shall be entitled to exchange
        their shares of Common Stock (or such other stock or securities) for securities
        or other property deliverable upon such reorganization, reclassification,
        consolidation, merger, conveyance, dissolution, liquidation or winding-up.
        Such
        notice shall be mailed at least 30 days prior to the record date therein
        specified, or if no record date shall have been specified therein, at least
        30
        days prior to such other specified date.

      


      (b)
        Notice of Adjustments. Whenever any Warrant Price shall be adjusted, pursuant
        to
        Section 4 hereof, the Company shall promptly make a certificate signed by
        its
        Chairman, its CEO, its President or a Vice President and by its Treasurer
        or
        Assistant Treasurer or its Secretary or Assistant Secretary, setting forth
        in
        reasonable detail, the event requiring the adjustment, the amount of the
        adjustment, the method by which such adjustment was calculated and the Warrant
        Price after giving effect to such adjustment, and shall promptly cause copies
        of
        such certificates to be mailed (by first classmail, postage prepaid) to the
        Holder of this Warrant.

      


      
        	6.	
                Loss,
                  Theft, Destruction or Mutilation.

              


      

      


      Upon
        receipt by the Company of evidence satisfactory to it, in the exercise of
        its
        reasonable discretion, of the ownership and the loss, theft, destruction
        or
        mutilation of this Warrant and, in the case of loss, theft or destruction,
        of
        indemnity reasonably satisfactory to the Company and, in the case of mutilation,
        upon surrender and cancellation thereof, the Company will execute and deliver
        in
        lieu thereof, without expense to the Holder, a new Warrant of like tenor
        dated
        the date hereof.

      


      
        
          	7.	
                  Warrant
                    Holder Not a Stockholder.

                


        

      

      


      The
        Holder of this Warrant, as such, shall not be entitled by reason of this
        Warrant
        to any rights whatsoever as a stockholder of the Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	8.	
                Transfer;
                  Register.

              


      

       

      Subject
        to the provisions of Section 2 above, this Warrant is transferable in the
        same
        manner and with the same effect as in the case of a negotiable instrument
        payable to a specified person. The Warrants shall be issued in registered
        form
        only and the Company shall keep a register (the "Warrant Register") in which
        provisions shall be made for the registration of the Warrants and the
        registration of transfers thereof. Such Register shall be kept at the principal
        office of the Company and the Company is hereby appointed the "Warrant
        Registrar" for the purpose of registering the Warrants and transfers of the
        Warrants. Subject to compliance with the provisions of Section 2 hereof and
        Article III of the Securities Purchase Agreement by a transferee, upon surrender
        for registration of transfer of any Warrant at the principal office of the
        Company and compliance with the provisions of Section 2 hereof and Section
        3.1
        of the Securities Purchase Agreement, if applicable, the Company shall execute
        and deliver, in the name of the designated transferee, a new Warrant. The
        Company shall treat the individual or entity in whose name each Warrant is
        registered on the Warrant Register as the sole and absolute owner thereof,
        notwithstanding any contrary notice.

      


      
        	9.	
                Registration
                  Rights.

              


      

      


      The
        Holder shall have certain registration rights with respect to the Warrant
        Shares, all as set forth in a Registration Rights Agreement of even date
        herewith among the Company, the Holder and certain other Holders.

      


      
        	10.	
                Notices.

              


      

      


      Any
        notice required or contemplated by this Warrant shall be deemed to have been
        duly given if transmitted by registered or certified mail, return receipt
        requested, to the Company at 7030 Empire Central Drive, Houston, Texas 77040,
        Attention: President, or to the Holder at the name and address set forth
        in the
        Warrant Register maintained by the Company.

      


      
        	11.	
                Choice
                  of Law.

              


      

      


      This
        Warrant shall be governed by the local laws of the Texas, except to the extent
        that the law of the Company's jurisdiction of organization is required to
        be
        applied.

      


       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      IN
        WITNESS WHEREOF, the undersigned has duly signed this Warrant as of this
        31st
        day of August, 2000.

      


      
        	 	 	 
	 	FLOTEK
                INDUSTRIES, INC.
	 
 	 
 	 
 
	Date: 	By:  	/s/ Jerry
                D. Dumas, Sr.
	 	Jerry D. Dumas, Sr., President and
                CEO