EXHIBIT
      10.10

     

    FIRST
      AMENDMENT TO CREDIT AGREEMENT

     

    THIS
      FIRST AMENDMENT TO CREDIT AGREEMENT dated as of August 19, 2005, is between
      Flotek Industries, Inc., a Delaware corporation (the
      “Borrower”),
      and
      Wells Fargo Bank, National Association, a national banking association (the
      “Bank”).

     

    RECITALS

     

    A.    Pursuant
      to a Credit Agreement dated as of February 14, 2005 (the “Credit
      Agreement”),
      between the Borrower and the Bank, the Bank agreed to make revolving credit
      and
      term loans available to the Borrower.

     

    B.    The
      Borrower has requested that the Credit Agreement be amended to increase the
      amount available to be borrowed, as more fully set forth herein, and the Bank
      is
      willing to do so subject to the terms and conditions set forth herein and
      provided that the Borrower and the Guarantors (as defined in the Credit
      Agreement) ratify and confirm all of their respective obligations under the
      Credit Agreement and the other Credit Documents.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants set forth
      in this amendment, the Borrower and the Bank agree as follows:

     

    1.    Defined
      Terms.
      Unless
      otherwise defined herein, capitalized terms used herein have the meanings
      assigned to them in the Credit Agreement.

     

    2.    Amendments
      to Credit Agreement.
      The
      Credit Agreement is hereby amended as follows:

     

    (a)   The
      following definitions are hereby added to Article I of the Credit Agreement
      in
      the appropriate alphabetical order:

     

    “Acquisition
      Commitment”
      means
      the Bank’s Commitment to make an Advance in the aggregate amount of $1,000,000
      pursuant to Section
      2.01(f).

     

    “Acquisition
      Loan”
      has the
      meaning specified in Section
      2.01(f).

     

    “Acquisition
      Note”
      means a
      promissory note payable to the order of the Bank evidencing the Acquisition
      Loan, together with all modifications, extensions, renewals and rearrangements
      thereof.

     

    “Additional
      Equipment Commitment”
      means
      the Bank’s Commitment to make an Advance in the aggregate amount of
      $1,320,000.02 pursuant to Section
      2.01(d).

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Additional
      Equipment Loan”
      has the
      meaning specified in Section
      2.01(d).

     

    “Additional
      Equipment Note”
      means a
      promissory note payable to the order of the Bank evidencing the Additional
      Equipment Loan, together with all modifications, extensions, renewals and
      rearrangements thereof.

     

    “Additional
      Real Estate Commitment”
      means
      the Bank’s Commitment to make an Advance in the aggregate amount of $225,000
      pursuant to Section
      2.01(e).

     

    “Additional
      Real Estate Loan”
      has the
      meaning specified in Section
      2.01(e).

     

    “Additional
      Real Estate Note”
      means a
      promissory note payable to the order of the Bank evidencing the Additional
      Real
      Estate Loan, together with all modifications, extensions, renewals and
      rearrangements thereof. 

     

    “Additional
      Real Property”
      means
      real property owned by Harmon and its Subsidiaries.

     

    “Amendment
      Effective Date”
      means
      August 19, 2005.

     

    “Equity
      Interests”
      means
      (i) any capital stock, partnership, joint venture, member or limited liability
      or unlimited liability interest, beneficial interest in a trust or similar
      entity, or other equity interest in another Person of whatever nature, and
      (ii)
      any warrants, options or other rights to acquire such stock or
      interests.

     

    “Harmon”
      means
      Harmon’s Machine Works, Inc., a Texas corporation.

     

    “Harmon
      Acquisition”
      means
      the purchase by Turbeco, Inc. of certain assets of Harmon pursuant to the Asset
      Purchase Agreement dated as of August 4, 2005, among Turbeco, Inc., Harmon
      and
      James Harmon.

     

    “Note”
      and
“Notes”
      means
      the Equipment Note, the Additional Equipment Note, the Real Estate Note, the
      Additional Real Estate Note, the Acquisition Note and the Working Capital Note,
      individually or collectively, as appropriate.

     

    “Original
      Equipment Loan”
      has the
      meaning specified in Section 2.01(b).

     

    “Original
      Real Estate Loan”
      has the
      meaning specified in Section 2.01(c).

     

    (b)    The
      definition of “Equipment Loan” is hereby amended to read as
      follows:

     

    “Equipment
      Loan”
      means
      the Original Equipment Loan and the Additional Equipment Loan.

     

    


    
      
        
        

      

      
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    (c)    The
      definition of “Real Estate Loan” is hereby amended to read as
      follows:

     

    “Real
      Estate Loan”
      means
      the Original Real Estate Loan and the Additional Real Estate Loan.

     

    (d)    The
      definition of “Working Capital Commitment” is hereby amended to read as
      follows:

     

    “Working
      Capital Commitment”
      means the Bank’s Commitment to make Advances in the aggregate amount of
      $6,000,000 pursuant to Section
      2.01(a)
      as
      reduced from time to time pursuant to Section
      2.03.

     

    (e)    Section
      2.01 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      2.01    The
      Advances.
      

     

    (a)    Subject
      to the terms and conditions of this Agreement, including those in Article V,
      the
      Bank shall make Advances (the “Working
      Capital Loan”)
      to the
      Borrower from time to time on any Business Day during the period from the date
      hereof until the Working Capital Loan Maturity Date in an aggregate amount
      not
      to exceed at any time outstanding the Working Capital Commitment. Within the
      limits of the Working Capital Commitment, the Borrower may borrow, prepay and
      reborrow pursuant to the terms hereof; provided, however, that the Working
      Capital Exposure shall at no time exceed the lesser of (y) the Working Capital
      Commitment or (z) the Working Capital Loan Borrowing Base.

     

    (b)    The
      Bank
      has previously made an Advance (the “Original
      Equipment Loan”)
      to the
      Borrower on February 14, 2005, having an original principal amount of
      $7,000,000. The Original Equipment Loan has a current outstanding principal
      balance of $6,299,998.98. The Borrower may not reborrow amounts repaid with
      respect to the Original Equipment Loan. 

     

    (c)    The
      Bank
      has previously made an Advance (the “Original
      Real Estate Loan”)
      to the
      Borrower on February 14, 2005, having an original principal amount of $885,437.
      The Original Real Estate Loan has a current outstanding principal balance of
      $826,922.12. The Borrower may not reborrow amounts repaid with respect to the
      Real Estate Loan. 

     

    (d)    Subject
      to the terms and conditions of this Agreement, including those in Article V,
      the
      Bank shall make an Advance (the “Additional
      Equipment Loan”)
      to the
      Borrower on the Amendment Effective Date in an aggregate amount not to exceed
      the Additional Equipment Commitment. The Borrower may not reborrow amounts
      repaid with respect to the Additional Equipment Loan. The Additional Equipment
      Commitment shall terminate at the close of business on the Amendment Effective
      Date.

     

    


    
      
        
        

      

      
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    (e)    Subject
      to the terms and conditions of this Agreement, including those in Article V,
      the
      Bank shall make an Advance (the “Additional
      Real Estate Loan”)
      to the
      Borrower on the Amendment Effective Date in an aggregate amount not to exceed
      the lesser of (i) the Additional Real Estate Commitment and (ii) 75% of the
      appraised value of the Additional Real Property. The Borrower may not reborrow
      amounts repaid with respect to the Additional Real Estate Loan. The Additional
      Real Estate Commitment shall terminate at the close of business on the Amendment
      Effective Date.

     

    (f)    Subject
      to the terms and conditions of this Agreement, including those in Article V,
      the
      Bank shall make an Advance (the “Acquisition
      Loan”)
      to the
      Borrower on the Amendment Effective Date in an aggregate amount not to exceed
      the Acquisition Commitment. The Borrower may not reborrow amounts repaid with
      respect to the Acquisition Loan. The Acquisition Commitment shall terminate
      at
      the close of business on the Amendment Effective Date.

     

    (f)    Section
      3.01(a) of the Credit Agreement is hereby amended to read as
      follows:

     

    (a)    The
      aggregate amount of all Advances made by the Bank under the Working Capital
      Loan
      shall be evidenced by the Working Capital Note. The aggregate amount of all
      Advances made by the Bank under the Original Equipment Loan shall be evidenced
      by the Original Equipment Note. The aggregate amount of all Advances made by
      the
      Bank under the Original Real Estate Loan shall be evidenced by the Original
      Real
      Estate Note. The aggregate amount of all Advances made by the Bank under the
      Additional Equipment Loan shall be evidenced by the Additional Equipment Note.
      The aggregate amount of all Advances made by the Bank under the Additional
      Real
      Estate Loan shall be evidenced by the Additional Real Estate Note. The aggregate
      amount of all Advances made by the Bank under the Acquisition Loan shall be
      evidenced by the Acquisition Note. 

     

    (g)    Section
      3.02 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      3.02

     

    (a)    The
      Original Real Estate Loan, the Additional Real Estate Loan and each Working
      Capital Advance shall bear interest on the unpaid principal amount thereof
      at a
      rate per annum equal to the lesser of (i) the Prime Rate in effect from time
      to
      time and (ii) the Highest Lawful Rate. 

     

    (b)    The
      Original Equipment Loan and the Additional Equipment Loan shall bear interest
      on
      the unpaid principal amount thereof at a rate per annum equal to the lesser
      of
      (i) the Prime Rate in effect from time to time plus 0.50% and (ii) the Highest
      Lawful Rate. 

     

    


    
      
        
        

      

      
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    (c)    The
      Acquisition Loan shall bear interest on the unpaid principal amount thereof
      at a
      rate per annum equal to the lesser of (i) the Prime Rate in effect from time
      to
      time plus 1.0% and (ii) the Highest Lawful Rate. 

     

    (d)    Interest
      on each Advance shall be payable on each Interest Payment Date and on any other
      date on which any payment of principal of such Advance is made.

     

    (e)    If
      the
      Borrower shall default in the payment of the principal of or interest on any
      Advance, or any amount becoming due hereunder or under any Loan Document, the
      Borrower shall on demand pay interest, to the extent permitted by applicable
      law, on such defaulted amount at a rate per annum equal to the lesser of (i)
      the
      rate otherwise applicable to such Advance plus 4% and (ii) the Highest Lawful
      Rate.

     

    (h)    Section
      3.04 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      3.04    Principal
      Payments.
      

     

    (a)    Subject
      to the mandatory prepayment and acceleration provisions of this Agreement,
      the
      Borrower hereby promises to pay the unpaid principal balance of the Working
      Capital Note on the Working Capital Loan Maturity Date.

     

    (b)    The
      Borrower hereby promises to pay the principal balance of the Equipment Loan
      outstanding on the Amendment Effective Date in 54 principal installments of
      $127,000.00 payable on each Interest Payment Date and a final installment of
      $889,000.00 payable on the Termination Date.

     

    (c)    The
      Borrower hereby promises to pay the principal balance of the Real Estate Loan
      outstanding on the Amendment Effective Date in 54 principal installments of
      $5,844.01 payable on each Interest Payment Date and a final installment of
      $736,345.63 payable on the Termination Date.

     

    (d)    The
      Borrower hereby promises to pay the Acquisition Loan in 17 monthly principal
      installments of $55,555.55 payable on each Interest Payment Date and a final
      installment of $55,555.65 payable on January 31, 2007.

     

    (i)    Section
      3.05 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      3.05    Voluntary
      Prepayments.
      The
      Borrower may prepay the outstanding principal amount of any Advance in whole
      or
      in part, together with accrued unpaid interest to the date of such prepayment
      on
      the principal amount prepaid by giving the Bank at least one Business Day’s
      prior notice. All such prepayments shall be applied first to accrued, but
      unpaid, interest on such Advance, then to the principal amount of such Advance.
      Payments of principal on the Equipment Loan, the Real Estate Loan and the
      Acquisition Loan shall be applied to the remaining installments thereof in
      inverse order of maturity. If the Borrower prepays all or part of the Equipment
      Loan or the Real Estate Loan prior to the third anniversary of the Effective
      Date, the Borrower shall pay the Bank a prepayment fee equal to 1% of the
      Commitment amount as of the Effective Date.

     

    


    
      
        
        

      

      
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    (j)    Section
      3.06 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      3.06    Mandatory
      Prepayments.
      

     

    (a)    In
      the
      event any Working Capital Loan Borrowing Base Certificate submitted pursuant
      to
      Section 7.02 reflects that the Working Capital Exposure exceeds the Working
      Capital Loan Borrowing Base, the Borrower shall promptly make a prepayment
      in an
      aggregate principal amount equal to such excess. 

     

    (b)    Within
      15
      days after the delivery of annual financial statements of the Borrower and
      its
      Subsidiaries for the fiscal year ending December 31, 2005, and each fiscal
      year
      thereafter, as contemplated by Section 7.02(a), the Borrower shall repay the
      Acquisition Loan and the Equipment Loan, without premium or penalty, in an
      amount equal to 50% of Excess Cash Flow for such fiscal year. Such payments
      shall be applied to the Acquisition Loan prior to any application to the
      Equipment Loan.

     

    (c)    Within
      five days after the receipt of Net Proceeds from the issuance of any Equity
      Interests of the Borrower or any Subsidiary, the Borrower shall repay the
      Acquisition Loan in an amount equal to such Net Proceeds.

     

    (d)    Within
      90
      days after the last day of each fiscal quarter, the Borrower shall prepay the
      Equipment Loan from the net proceeds of any Equipment sold during such quarter
      that have not been reinvested in similar equipment and like or greater value
      prior to such 90th day.

     

    (e)    Any
      prepayment of the Acquisition Loan or the Equipment Loan shall be applied to
      the
      remaining installments of the Acquisition Loan or the Equipment Loan, as the
      case may be, in inverse order of maturity. 

     

    (k)    Section
      7.13 of the Credit Agreement is hereby amended to read as follows:

     

    SECTION
      7.13    Use
      of
      Proceeds.
      The
      Borrower shall use the proceeds of the Additional Equipment Loan, the Additional
      Real Estate Loan and the Acquisition Loan to make the Harmon Acquisition and
      to
      repay indebtedness of Harmon and shall use the proceeds of other Advances to
      finance the working capital requirements of the Borrower and its
      Subsidiaries.

     

    


    
      
        
        

      

      
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    3.    Conditions
      to Effectiveness.
      This
      amendment shall become effective on the date on which the following conditions
      have been satisfied or waived: 

     

    (a)    The
      Bank
      shall have received this amendment, executed and delivered by the
      Borrower;

     

    (b)    Each
      Guarantor shall have executed and delivered an acknowledgment and consent to
      this amendment substantially in the form of Exhibit A hereto; 

     

    (c)    The
      Borrower shall have executed and delivered to the Bank an Acquisition Note,
      an
      Additional Real Estate Note, an Additional Equipment Note and a replacement
      Working Capital Note in form and substance satisfactory to the Bank;


     

    (d)    The
      Bank
      shall have received evidence in form and substance satisfactory to it to the
      effect that (i) the total financing requirements for the Harmon Acquisition
      shall not exceed the sum of $[4,005,000.00] plus the principal of and accrued
      interest on of the debt and related fees owed by Harmon to [Southwest Bank],
      (ii) the Harmon Acquisition shall be consummated on the Amendment Effective
      Date
      in all material respects in accordance with the terms hereof and the terms
      of
      the Asset Purchase Agreement previously delivered to the Bank (and without
      the
      waiver or amendment of any substantive terms thereof not approved by the Bank)
      and (iii) upon the consummation of the Harmon Acquisition, the Bank shall have
      a
      perfected first priority mortgage, security interest or other lien in all of
      the
      properties and assets acquired by Turbeco, Inc. from Harmon; 

     

    (e)    The
      Bank
      shall have received evidence satisfactory to it that (i) the indebtedness owed
      by Harmon to [Southwest Bank] (the “Existing
      Bank Debt”)
      will
      be repaid in full on the Amendment Effective Date with proceeds of the Loans
      to
      be made on such date and (ii) all Liens securing the Existing Bank Debt will
      be
      released and extinguished on such date, and the Bank shall have received an
      acknowledgment of the repayment of the Existing Bank Debt and the termination
      of
      such Liens in form and substance acceptable to it;

     

    (f)    The
      Bank
      shall have received a Deed of Trust executed and delivered by Turbeco, Inc.
      with
      respect to the real property acquired by it pursuant to the Harmon Acquisition;
      

     

    (g)    The
      Bank
      shall have received payment of all other amounts due and payable under the
      Credit Agreement on or prior to the Amendment Effective Date, including, to
      the
      extent invoiced, reimbursement of all expenses required to be reimbursed or
      paid
      by the Borrower; 

     

    (h)    The
      Bank
      shall have received the results of a recent lien search in each of the
      jurisdictions in which UCC financing statements or other filings or recordations
      should be made to evidence or perfect security interests in all assets of the
      Harmon, and such search shall reveal no Liens on any of the assets of Harmon,
      except for Permitted Liens and Liens to be released pursuant to Section 3(e);
      and

     

    


    
      
        
        

      

      
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    (i)    Each
      document (including any UCC financing statement) required by the Security
      Documents or under law or reasonably requested by the Bank to be filed,
      registered or recorded in order to create in favor of the Bank a perfected
      Lien
      on the Collateral described therein, prior and superior in right to any other
      Person (other than with respect to Permitted Liens), shall have been filed,
      registered or recorded or shall have been delivered to the Bank in proper form
      for filing, registration or recordation.

     

    4.    Representations
      and Warranties.
      The
      Borrower hereby represents and warrants to the Bank as follows:

     

    (a)    This
      amendment has been duly authorized by all necessary corporate action and
      constitutes the binding obligation of the Borrower. 

     

    (b)    Each
      of
      the representations and warranties made by the Borrower or its Subsidiaries
      in
      or pursuant to the Credit Agreement and the other Credit Documents is true
      and
      correct in all material respects as of the date hereof, as if made (after giving
      effect to this amendment) on and as of such date, except for any representations
      and warranties made as of a specified date, which are true and correct in all
      material respects as of such specified date.

     

    (c)    After
      giving effect to this amendment, no Default or Event of Default has occurred
      and
      is continuing as of the date hereof. 

     

    5.    Continuing
      Effect of the Credit Agreement.
      This
      amendment shall not constitute a waiver of any provision of the Credit Agreement
      and shall not be construed as a consent to any action on the part of the
      Borrower that would require a waiver or consent of the Lenders or an amendment
      or modification to any term of the Credit Documents except as expressly stated
      herein. The Borrower hereby confirms and ratifies the Credit Agreement and
      each
      of the other Credit Documents as amended hereby and acknowledges and agrees
      that
      the same shall continue in full force and effect as amended hereby.


     

    6.    Reference
      to the Credit Agreement.
      Upon
      the effectiveness of this amendment, each reference in the Credit Agreement
      to
“this Credit Agreement,”“hereunder,”“herein” or words of like import shall mean
      and be a reference to the Credit Agreement, as amended and affected
      hereby.

     

    7.    Counterparts.
      This
      amendment may be executed by all parties hereto in any number of separate
      counterparts each of which may be delivered in original or facsimile form and
      all of such counterparts taken together shall be deemed to constitute one and
      the same instrument.

     

    8.    References.
      The
      words “hereby,”  “herein,”  “hereinabove,”  “hereinafter,” 
“hereinbelow,”  “hereof,”  “hereunder” and words of similar import
      when used in this amendment shall refer to this amendment as a whole and not
      to
      any particular article, section or provision of this amendment. References
      in
      this amendment to a section number are to such sections of the Credit Agreement
      unless otherwise specified.

     

    


    
      
        
        

      

      
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    9.    Headings
      Descriptive.
      The
      headings of the several sections of this amendment are inserted for convenience
      only and shall not in any way affect the meaning or construction of any
      provision of this amendment.

     

    10.   Governing
      Law.
      This
      amendment shall be governed by and construed in accordance with the law of
      the
      State of Texas, without regard to such state’s conflict of laws
      rules.

     

    11.   Payment
      of Expenses.
      The
      Borrower shall pay or reimburse the Administrative Agent for all of its
      out-of-pocket costs and reasonable expenses incurred in connection with this
      amendment, any other documents prepared in connection herewith and the
      transactions contemplated hereby, including, without limitation, the reasonable
      fees and disbursements of counsel to the Administrative Agent. 

     

    12.   Final
      Agreement of the Parties.
      THIS
      AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE
      FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
      OF
      PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     

    [Signature
      Pages Follow]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties are signing this amendment as of the date first
      above written.

     

    FLOTEK
      INDUSTRIES, INC.

     

    By:
      /s/
      Jerry. D. Dumas

    Name: Jerry
      D.
      Dumas, Sr.

    Title: Chairman
      and Chief Executive Officer

     

     

     

     

    

      [Signature
        Page to First Amendment to Credit Agreement]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    WELLS
      FARGO BANK 

     

    By:
      /s/
      Chad Johnson

    Name:
      Chad Johnson

    Title:
      Assistant Vice President

     

     

     

     

     

     

     

     

     

    

      [Signature
        Page to First Amendment to Credit Agreement]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A