EXHIBIT
        4.4

      


      ACQUIROR
        SHAREHOLDERS AGREEMENT

      


      THIS
        ACQUIROR SHAREHOLDERS AGREEMENT ("Agreement") is made effective as of the
        15th
        day of August, 2001 by and among Flotek Industries, Inc., an Alberta, Canada
        corporation ("Acquiror"), Chemical and Equipment Specialties, Inc. ("Target"),
        an Oklahoma corporation, and each of the undersigned shareholders (the
        "Shareholders") of Acquiror, with reference to the following
        circumstances:

      


      RECITALS

      


      A. Target
        and Acquiror have entered into an Agreement and Plan of Reorganization of
        even
        date herewith (the "Reorganization Agreement"), providing for the merger
        of a
        subsidiary of Acquiror with and into Target; and

      


      B. As
        a
        condition to Acquiror’s execution of the Reorganization Agreement, the
        Shareholders have agreed to make certain representations, warranties and
        covenants set forth herein. 

      


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the covenants and agreements contained herein,
        and other good and valuable consideration, the parties agree as
        follows:

      


      1. REPRESENTATIONS
        AND WARRANTIES OF EACH SHAREHOLDERS.
        As a
        material inducement to Target to enter into the Reorganization Agreement
        and to
        consummate the transactions contemplated thereby, each of the Shareholders,
        severally and not jointly, represents and warrants to Acquiror and Target,
        as of
        the date of this Agreement and as of the Merger Closing under the Reorganization
        Agreement, as follows:

      


      1.1 Authority;
        Power; Binding Effect on Shareholder.
        Such
        Shareholder has the requisite right, power, authority and capacity to execute
        and deliver this Agreement and to make the representations and warranties
        of
        such Shareholder herein and to perform such Shareholder's obligations hereunder.
        The execution, delivery and performance of this Agreement by such Shareholder
        has been authorized by all necessary action on the part of such Shareholder
        and
        no other proceedings (corporate or other) on the part of such Shareholder
        are
        necessary to authorize the execution, delivery and performance of this
        Agreement. This Agreement has been duly executed and delivered by such
        Shareholder and, assuming the due execution and delivery of this Agreement
        by
        Acquiror, constitutes the legal, valid and binding obligation of such
        Shareholder enforceable against such Shareholder in accordance with its terms
        and conditions.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.2 Ownership
        by Shareholder of Target Securities.
        Such
        Shareholder is the lawful record and beneficial owner of the number of shares
        of
        common stock of Acquiror ("Acquiror Common Stock"), Series A Convertible
        Preferred Stock of Acquiror ("Acquiror Preferred Stock"), and warrants to
        acquire Acquiror Common Stock expiring April 30, 2010 ("Acquiror Warrants")
        set
        forth opposite such Shareholder’s name on Exhibit
        "A"
        attached
        hereto, free and clear of any lien, claim or encumbrance (except as set forth
        in
        Exhibit A). Except for the Acquiror Warrants and as indicated on Exhibit
        "A"
        attached
        hereto, such Shareholder holds no options, warrants, calls, conversion or
        other
        rights, or any agreements or commitments of any nature which obligate Acquiror
        or any Subsidiary of Acquiror to issue any additional shares of capital stock
        or
        any securities convertible into or exchangeable for any such shares of capital
        stock.

      


      1.3 Securities
        Laws Matters.

      


      (a) Such
        Shareholder is either an accredited investor and/or has such knowledge and
        experience in financial and business matters that such Shareholder is capable
        of
        evaluating the merits and risks of an investment in the Acquiror Preferred
        Stock, the Acquiror Common Stock to be acquired upon conversion of the Acquiror
        Preferred Stock or exercise of the Acquiror Warrants and has had the opportunity
        to obtain advice from professional advisors, including attorneys and
        accountants, with respect to all aspects of the transactions contemplated
        herein
        and the ownership of Acquiror Common Stock and Acquiror Warrants, including
        the
        impact of all relevant securities and tax laws thereon;

      


      (b) Such
        Shareholder has been furnished by Acquiror with a copy of Acquiror’s Annual
        Report on Form 10-K for the year ended February 28, 2001 and the Form 10-Q
        for
        the three months ended May 31, 2001 as filed with the Securities and Exchange
        Commission (the "Commission"); 

      


      (c) Such
        Shareholder (i) has received copies of the financial statements of Target
        for
        the six months ended June 30, 2001; and (ii) has had access to such other
        information concerning Target and Acquiror as such Shareholder has reasonably
        requested;

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) Such
        Shareholder acknowledges that the Acquiror Common Stock issuable upon conversion
        of the Acquiror Preferred Stock and exercise of the Acquiror Warrants have
        not
        been registered under the Securities Act of 1993, as amended (the "Securities
        Act"), or the securities laws of any state, that the Acquiror Common Stock
        is
        being acquired for investment purposes and not with a view to distribution
        or
        resale, nor with the intention of selling, transferring or otherwise disposing
        of all or any part of such Acquiror Common Stock for any particular price,
        or at
        any particular time, or upon the happening of any particular event or
        circumstance, except selling, transferring, or disposing of said Acquiror
        Common
        Stock in full compliance with all applicable provisions of the Securities
        Act,
        the rules and regulations promulgated thereunder, and applicable state
        securities laws; and that such shares must be held indefinitely unless they
        are
        subsequently registered under the Securities Act and applicable state securities
        laws or an exemption from such registration is available;

      


      (e) Such
        Shareholder has had the opportunity to ask questions of, and receive answers
        from, Target and Acquiror concerning the terms and conditions of the
        Reorganization Agreement transactions contemplated thereby and to obtain
        any
        additional information reasonably necessary to verify the accuracy of the
        information referred to in subsections (b) and (c) above. Each question which
        such Shareholder has asked has been answered, each document concerning Acquiror
        and Target which such Shareholder has reasonably requested has been furnished
        and there is no further information concerning Acquiror or Target that such
        Shareholder desires to obtain; and

      


      (f) Such
        Shareholder understands that the Acquiror Common Stock issuable to such
        Shareholder shall bear a legend in substantially the following
        form:

      


      THE
        SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933 (THE "SECURITIES ACT"). SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE
        TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE
        SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR SUCH OFFER, SALE,
        TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE
        IN
        COMPLIANCE WITH THE SECURITIES ACT AND SUCH LAWS. 

      


      2. COVENANTS
        AND AGREEMENTS OF THE SHAREHOLDERS.
        Each of
        the Shareholders, severally and not jointly, covenants and agrees as
        follows:

      


      2.1 No
        Inconsistent Action; Voting Agreement.
        Each
        Shareholder shall not take any action that is inconsistent with such
        Shareholder's obligations under this Agreement, and such Shareholder has
        voted,
        agrees to vote or shall have voted all Acquiror Preferred Stock owned by
        such
        Shareholder in favor of the approval of (i) the Reorganization Agreement
        and the
        transactions contemplated thereby and (ii) the change in the jurisdiction
        of the
        domicile of Acquiror from Alberta to Delaware (the "Change in Domicile")
        and,
        accordingly, shall not seek nor be entitled to any dissenter's or appraisal
        rights with respect to their Preferred Stock in connection with the
        Reorganization Agreement and the transaction contemplated thereby or the
        Change
        in Domicile. Each of the Shareholders who is a director or officer of Acquiror
        (or who is controlled by such persons) also agrees to vote all Acquiror Common
        Stock owned by him(or by persons controlled by him) including any shares
        acquired on exercise of Acquiror Warrants or options or on conversion of
        Acquiror Preferred Stock in favor of the approval of (i) the Reorganization
        Agreement and the transactions contemplated thereby and (ii) the change in
        the
        jurisdiction of the domicile of Acquiror from Alberta to Delaware (the "Change
        in Domicile") and, accordingly, shall not seek nor be entitled to any
        dissenter's or appraisal rights with respect to their shares of Common Stock
        in
        connection with the Reorganization Agreement and the transactions contemplated
        thereby or the Change in Domicile. 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.2 Confidentiality.
        Each
        Shareholder agrees to keep confidential all information obtained by such
        Shareholder with respect to Target and Acquiror in connection with this
        Agreement and the Reorganization Agreement (including the existence and terms
        of
        the transactions contemplated by the Reorganization Agreement) and shall
        use
        such information solely in connection with the transactions contemplated
        hereby.
        Notwithstanding the foregoing, such Shareholder shall not be required to
        keep
        confidential information that (a) is known or available through other lawful
        sources not bound by a confidentiality agreement with the disclosing party,
        (b)
        is or becomes publicly known through no fault of the receiving party or its
        agents, (c) is required to be disclosed pursuant to an order or request of
        a
        judicial authority or governmental entity (provided the disclosing party
        is
        given reasonable prior notice) or (d) is developed by the receiving party
        independently of the disclosure by the disclosing party.

      


      2.3 Acquisition
        Proposals.
        Unless
        and until the Reorganization Agreement shall be terminated in accordance
        with
        its terms, each Shareholder shall not, nor shall such Shareholder authorize
        or
        permit any representative or agent to, directly or indirectly, solicit, initiate
        or encourage submission of (including by way of furnishing information) any
        proposal or offer from any person which constitutes, or may reasonable be
        expected to lead to, any Acquisition Proposal (as defined herein), entertain
        any
        discussions or negotiations with respect to an Acquisition Proposal, or enter
        into any agreement or commitment providing for or relating to an Acquisition
        Proposal. With respect to Acquisition Proposals received by a Shareholder
        after
        the date of this Agreement, such Shareholder shall promptly notify Target
        and
        Acquiror upon receipt of any Acquisition Proposal or any request for information
        relating to Acquiror in connection with an Acquisition Proposal or for access
        to
        the directors, personnel, assets, books or records of Acquiror. For purposes
        of
        this Agreement, "Acquisition Proposal" means any offer or proposal for, or
        any
        indication of interest in, a merger, consolidation or other business combination
        involving Acquiror, the acquisition of a majority of the equity securities
        of
        Acquiror, or the acquisition of all or a substantial portion of the assets
        of
        Acquiror, excluding the transactions contemplated by the Reorganization
        Agreement.

      


      2.4 Conversion
        of Acquiror Preferred Stock and Exercise of Acquiror Warrants.
        Such
        Shareholder acknowledges that the Reorganization Agreement (i) permits him
        to
        convert his Acquiror Preferred Stock into Acquiror Common Stock at a "Conversion
        Price" as defined in the terms of the Target Preferred Stock of US $0.027
        rather
        than US $0.03 as provided in the Acquiror Preferred Stock if converted before
        the Merger Closing Date; and (ii) requires that the Shareholders convert
        at
        least 90% of the Acquiror Preferred Stock outstanding on or before the Merger
        Closing and exercise or amend at least 90% of the Acquiror Warrants outstanding
        on or before the Warrant Exercise Date with at least 85% of the Acquiror
        Warrants being exercised for cash and that if such conditions are not satisfied,
        the transactions contemplated by the Reorganization Agreement may not occur.
        By
        so indicating on the signature page, such Shareholder hereby elects to convert
        his Acquiror Preferred Stock on the Merger Closing Date and exercise his
        Acquiror Warrants for cash on the Warrant Exercise Date. Such Shareholder
        acknowledges and agrees that the issuance of the Acquiror Common Stock upon
        conversion of the Acquiror Preferred Stock will not result in any adjustment
        to
        the exercise price of the Acquiror Warrants.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      2.5  Indemnification
        by Shareholders.
        Each
        Shareholder individually agrees to indemnify and hold Acquiror and Target
        harmless from and against any and all liabilities, damages, losses, claims,
        demands, costs or expenses (including interest, penalties, reasonable attorneys'
        and accountants' fees and expenses) which Acquiror or Target shall suffer
        or
        incur resulting from, relating to or arising out of (i) any inaccuracy in
        any
        representation or warranty by such Shareholder under this Agreement or (ii)
        the
        failure of such Shareholder to perform such Shareholder’s obligations under this
        Agreement.

      


      3. RECEIPT
        OF MERGER CONSIDERATION.

      


      3.1 Receipt
        of Acquiror Common Stock.
        Each of
        the Shareholders hereby appoints Jerry Dumas and Gary Pittman, or either
        of
        them, as such Shareholder's agent to receive on such Shareholder's behalf
        from
        Acquiror at the Warrant Exercise Date and the Merger Closing Date the Acquiror
        Common Stock to which such Shareholder is entitled pursuant to Section 2.4.
        The
        Acquiror Common Stock shall be disbursed by such agent after the occurrence
        of
        the Warrant Exercise Date and the Merger Closing Date to the
        Shareholders.

      


      3.2 Acceptance
        of Appointment.
        Jerry
        Dumas and Gary Pittman hereby accept the appointments described
        above.

      


      4. TERMINATION.
        This
        Agreement shall automatically terminate upon any termination of the
        Reorganization Agreement.

      


      5. MISCELLANEOUS.
         

      


      5.1 Notices.
        All
        notices and other communications required or permitted hereunder must be
        in
        writing and shall be deemed to have been duly given when (a) delivered by
        hand
        (with written confirmation of receipt), (b) when received by the addressee,
        if
        mailed by first class mail, postage prepaid, registered or certified with
        return
        receipt requested, or (c) when received by the addressee, if sent by a
        nationally recognized overnight delivery service, in each case to the
        appropriate party at the addresses set forth below:

      If
        to
        Acquiror:

      


      Flotek
        Industries

      7030
        Empire Central Drive

      Houston,
        TX 77040

      Facsimile:
        713-466-8386

      Attn:
        Jerry Dumas

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      If
        to
        Target:

      


      Chemical
        & Equipment Specialties, Inc.

      P.
        O. Box
        1006

      Duncan,
        OK 73533

      Facsimile:
        580-255-2673

      Attn:
        Glenn Penny

      


      If
        to any
        Shareholder, at the address of such Shareholder 

      set
        forth
        in Exhibit
        "A"
        attached
        hereto.

      


      or
        to
        such other address or addresses as any party may from time to time designate
        by
        notice to the other parties.

      


      5.2 Successors
        and Assigns.
        Except
        as otherwise expressly provided in this Agreement, the provisions of this
        Agreement shall inure to the benefit of, and be binding upon, the successors,
        assigns, heirs, transferees, executors and administrators of the parties
        hereto.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and assigns
        any rights, remedies, obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement.

      


      5.3 Entire
        Agreement.
        This
        Agreement constitutes the full and entire understanding and agreement of
        the
        parties with respect to the matters contemplated hereby and supersedes any
        other
        agreement, whether written or oral, that may have been made or entered into
        by
        any party relating to the matters contemplated hereby.

      


      5.4 Amendment.
        This
        Agreement, or any provision hereof, may be amended only in writing signed
        by
        Acquiror and by any Shareholder that is bound or affected by such
        Amendment.

      


      5.5 Waiver.
        Neither
        the failure nor any delay by any party in exercising any right, power, or
        privilege under this Agreement will operate as a waiver of such right, power,
        or
        privilege, and no single or partial exercise of any such right, power, or
        privilege will preclude any other or further exercise of such right, power,
        or
        privilege or the exercise of any other right, power, or privilege. To the
        maximum extent permitted by applicable law, (a) no claim or right
        arising
        out of this Agreement can be discharged by one party, in whole or in part,
        by a
        waiver or renunciation of the claim or right unless in writing signed by
        the
        other parties; (b) no waiver that may be given by a party will be
        applicable except in the specific instance for which it is given; and
        (c) no notice to or demand on one party will be deemed to be a waiver
        of
        any obligation of such party or of the right of the party giving such notice
        or
        demand to take further action without notice or demand as provided in this
        Agreement.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      



      5.6 Governing
        Law.
        This
        Agreement, including without limitation, the interpretation, construction
        and
        validity hereof, shall be governed by the laws of the State of Oklahoma without
        regard to its conflict of laws principles.

      


      5.7 Severability.
        The
        parties agree that if one or more provisions contained in this Agreement
        shall
        be deemed or held to be invalid, illegal or unenforceable in any respect
        under
        any applicable law, this Agreement shall be construed with the invalid, illegal
        or unenforceable provision deleted, and the validity, legality and
        enforceability of the remaining provisions contained herein shall not be
        affected or impaired thereby.

      


      5.8 Execution
        in Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which will
        be
        deemed an original copy of this Agreement and all of which together will
        be
        deemed to constitute one and the same document effective as to Acquiror and
        each
        Shareholder that has signed any such counterpart.

      


      5.9 Section
        Headings.
        The
        headings of sections in this Agreement are provided for convenience only
        and
        will not affect its construction or interpretation. 

      


      5.10 Dispute
        Resolution.
        The
        parties intend that any disputes between Acquiror and the Shareholders
        concerning this Agreement shall be resolved by arbitration as provided in
        the
        Reorganization Agreement, and the provisions of Section 10.12 of the
        Reorganization Agreement shall be controlling with regard to any such dispute
        in
        connection with this Agreement. However, to the extent arbitration shall
        be held
        by a court of competent jurisdiction to be unenforceable, the parties agree
        as
        set forth in Section 6.11 below. 

      


      5.11 Jurisdiction
        and Venue.
        Subject
        to Section 6.10 above, each of the parties hereby consents to the bringing
        of
        any suit, action or proceeding with respect to this Agreement in (i) the
        Oklahoma state courts of competent jurisdiction in Oklahoma County, Oklahoma
        or
        in the United States District Court in which the City of Oklahoma City is
        located or (ii) the Texas state courts of competent jurisdiction in Harris
        County, Texas or in the United States District Court in which the City of
        Houston is located. ALL PARTIES HEREBY IRREVOCABLY WAIVE ANY OBJECTIONS WHICH
        THEY MAY NOW OR HEREAFTER HAVE TO THE PERSONAL JURISDICTION OR VENUE OF ANY
        SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT
        IN ANY SUCH COURT AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT SUCH
        SUIT,
        ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
        INCONVENIENT FORUM. 

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      5.12 Legal
        Fees and Expenses.
        If a
        court of competent jurisdiction or arbitrator appointed pursuant to the
        provisions of this Agreement makes a finding or judgment that a party has
        breached this Agreement, then such breaching party agrees to pay the costs
        and
        expenses (including reasonable attorneys fees and expenses) incurred by any
        other party in successfully (i) enforcing any of the terms of the Agreement
        against such breaching party or (ii) proving that such breaching party breached
        any of the terms of this Agreement.

      


      5.13 Rights
        Under Reorganization Agreement.
        Target
        acknowledges and agrees that the Shareholders are third-party beneficiaries
        of
        the representations, warranties, covenants and agreements of Target under
        the
        Reorganization Agreement and any and all rights of Acquiror under the
        Reorganization Agreement.

      


      5.14 Defined
        Terms.
        Capitalized terms not otherwise defined herein have the meanings set forth
        in
        the Reorganization Agreement.

      


      [END
        OF
        PAGE - SIGNATURES ON NEXT PAGE]

      


      


      


      980324.v10

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.

       

       

      
 

      
        	"Agents" 	FLOTEK INDUSTRIES, INC. 	 
	 	 	 
	 	By: /s/ Jerry D.
                Dumas______________ 	 
	Jerry Dumas  	Jerry D. Dumas, Sr., President and
                CEO	 
	 	 	 
	 	CHEMICAL & EQUIPMENT SPECIALTIES,
                INC. 	 
	 	 	 
	Gary Pittman  	By: /s/ Glenn
                Penny_________________ 	 
	
              	Glenn Penny, President 	 
	 	 	 
	 	"SHAREHOLDERS" 	 


      

           

      
        
          

        



       

       
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	TOSI, L.P.	 	 
	 	 	 	 	 
	
                   Yes

                	
                   ____Yes

                	By: Pitman
                  Property Corp., a Texas corporation, General
                  Partner 	 	 
	
                   No

                	
                   ____No

                	 	 	 
	 	 	 	 	  
	 	 	 	 	 
	 	 	 	 	 


        
     

      
        	 	By:
                /s/ J.W. Beavers	 
	 	
                J.
                  W. Beavers, Jr., President

              	 
	 	 	 
	 	Dated: _______,
                2001 	 


      

      


      
        
          

        



      


      
        	Convert Acquiror
                Preferred 	CHISHOLM ENERGY PARTNERS,
                L.L.C. 	 
	 	 	 
	 	By: /s/ John W.
                Chisholm_______ 	 
	
                Yes

              	John W. Chisholm, Managing
                Director 	 
	 	 	 
	
                No

              	Dated:________,
                2001 	 
	
                 

              	 	 


      

       

       

      Signature
        Page to

      Acquiror
        Shareholders Agreement

      


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    William R. Ziegler______ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	William R. Ziegler	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
     

          
            

          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	HINCKLEY BROOK,
                    INC.	 	 
	 	 	By: /s/ Jerry Dumas_________	 	 
	
                     Yes

                  	
                     ____Yes

                  	Jerry Dumas	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          

               

          
            
              

            

          

        

      

       

      
        
          
            
              
                	
                        Convert
                          Acquiror
                          Preferred

                      	
                         Exercise
Acquiror
                          
Warrants
                          for Cash

                      	SAXTON RIVER
                        CORPORATION	 	 
	 	 	By: /s/ Jerry Dumas_________	 	 
	
                         Yes

                      	
                         ____Yes

                      	Jerry Dumas, President	 	 
	 	 	 	 	 
	
                         No

                      	
                         ____No

                      	Dated:________,
                        2001 	 	 


              
     

              
                

              

            

          

        

      

       

      
        
          
            
              	
                      Convert
                        Acquiror
                        Preferred

                    	
                       Exercise
Acquiror
                        
Warrants
                        for Cash

                    	 	 	 
	 	 	/s/
                      Charles E. Murphy, Jr.__ 	 	 
	
                       Yes

                    	
                       ____Yes

                    	Charles E. Murphy, Jr.	 	 
	 	 	 	 	 
	
                       No

                    	
                       ____No

                    	Dated:________,
                      2001 	 	 


            

              

            Signature
              Page to

          

        

      

      
        Acquiror
          Shareholders Agreement

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      


      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	SPRINGFIELD TRADING
                  S.A.	 	 
	 	 	By: /s/ SPRINGFIELD TRADING
                  S.A.	 	 
	
                   Yes

                	
                   ____Yes

                	Name: 	 	 
	 	 	Title: 	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        
     

        
          

        

         

      

      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	 	 	 
	 	 	/s/
                  Jeffrey R. Freeman______ 	 	 
	
                   Yes

                	
                   ____Yes

                	Jeffrey R. Freeman	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        
     


      
        
          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Arvind Sanger___________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Arvind Sanger	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
     


        
          
            

          

        

         

        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Nancy Naples O'Neill__ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Nancy Naples O'Neill	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          


          Signature
            Page to

          
            Acquiror
              Shareholders Agreement

             

          

        

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	
                     

                  	
                     

                  	
                    /s/
                      Richard H.
                      Jukes______________

                  	 	 
	
                     Yes

                  	
                     ____Yes

                  	Richard H. Jukes	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

      

      
        
          

        

      

       

      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	 	 	 
	 	 	/s/ Tom
                  Bandy_________________ 	 	 
	
                   Yes

                	
                   ____Yes

                	Tom Bandy	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        
  

      
        

      


      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	NOW VENTURES, LLC	 	 
	 	 	By: /s/ NOW VENTURES,
                  LLC__	 	 
	
                   Yes

                	
                   ____Yes

                	Thomas H. O'Neill, Jr., Managing
                  Member	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        
  

      
        
          

        

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Steve A. Webster________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Steve A. Webster	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          Signature
            Page to

          
            Acquiror
              Shareholders Agreement


          

        

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Thomas H. O'Neill, Jr._ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Thomas H. O'Neill, Jr.	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          

        

      

       

      
        
          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	POC PARTNERS LIMITED
                    PARTNERSHIP	 	 
	 	 	By: /s/
                    POC PARTNERS LIMITED PARTNERSHIP	 	 
	
                     Yes

                  	
                     ____Yes

                  	General Partner	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          
            
              

            

          

        

      

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Oliver W. Robertson___ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Oliver W. Robertson	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          

        

      

      


      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	 	 	 
	 	 	/s/
                  Paul Atanasio___________ 	 	 
	
                   Yes

                	
                   ____Yes

                	Paul Atanasio	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        

          

        
          Signature
            Page to

          
            Acquiror
              Shareholders Agreement


          

        

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    John Dalrymple__________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	John Dalrymple	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          
            

          

           

        

      

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Tom Brandy______________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Tom Bandy	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          

        

      

      


      
        
          	
                  Convert
                    Acquiror
                    Preferred

                	
                   Exercise
Acquiror
                    
Warrants
                    for Cash

                	 	 	 
	 	 	/s/
                  Tom Dugan_______________ 	 	 
	
                   Yes

                	
                   ____Yes

                	Tom Dugan	 	 
	 	 	 	 	 
	
                   No

                	
                   ____No

                	Dated:________,
                  2001 	 	 


        

         

        
          
            

          

           

        

      

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Austin Jones__________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Austin Jones	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

      

      
        
          Signature
            Page to

          
            Acquiror
              Shareholders Agreement

             

          

        

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

      

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Jerry Dumas_____________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Jerry Dumas	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          

        

      

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    David Irwin____________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	David Irwin	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          

        

         

      

      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Rick Johnson____________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Rick Johnson	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

        
          

        

      

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Harvey Mueller__________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Harvey Mueller	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

      

      
        
          Signature
            Page to

          
            Acquiror
              Shareholders Agreement

             

          

        

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    Glenn Penny_____________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	Glenn Penny	 	 
	 	 	 	 	 
	 	 	/s/
                    Cheryl Penny____________ 	 	 
	
                     No

                  	
                     ____No

                  	Cheryl Penny	 	 
	 	 	 	 	 
	 	 	Dated:________,
                    2001 	 	 


          
  

        
          

        

      

      


      
        
          
            	
                    Convert
                      Acquiror
                      Preferred

                  	
                     Exercise
Acquiror
                      
Warrants
                      for Cash

                  	 	 	 
	 	 	/s/
                    John Chisholm___________ 	 	 
	
                     Yes

                  	
                     ____Yes

                  	John Chisholm	 	 
	 	 	 	 	 
	
                     No

                  	
                     ____No

                  	Dated:________,
                    2001 	 	 


          
  

      

      
        Signature
          Page to

        
          Acquiror
            Shareholders Agreement

        

      


      
        
          
            


          

          
          

        

        
          16

          
            

          

        

        
          
          

          
          

        

      



      
        
          
            
              
                 

              

            

          

        





      EXHIBIT
        A

      
        
          	 

                  Name
                    and Address

                	 	 	
                  
                    
                      Acquiror

                      Common

                    
Stock Owned 

                	 	 	
                  Acquiror
Warrants 

                	 	 	
                  Original
                    Face of Acquiror Preferred Stock
                    (000's) 

                	 	 	
                  
                    
                      
                        
                          
                            Accrued
Dividends
                              on
Acquiror
Preferred
Stock

                          

                        

                      

                    
(thru
                    9/30/01) 

                	 	 	
                  
                    
                      
                        
                          Stock
                            Issuable
upon
                            Conversion

                        
(((Preferred*1000
+Accrued Divs)/

                    

                    $0.027) 

                  

                	 	 	 

                  Acquiror
                    Common
Total
Acquiror Common
after Conversion
and
                    Exercise 

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TOSI,
                    L.P.

                	 	 	
                  0

                	 	 	
                  27,993,071

                	 	
                  $

                	
                  839.792

                	 	
                  $

                	
                  138,213.45

                	 	 	
                  36,222,424

                	 	 	
                  64,215,495

                	 
	
                  3900
                    Thanksgiving Tower

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  1601
                    Elm Street

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Dallas,
                    Texas 75201

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Attn:
                    Mr. David S. Hunt

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    214-880-7101

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    75-2725122

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Chisholm
                    Energy

                  Partners,
                    l.l.c.

                	 	 	
                  0

                	 	 	
                  0

                	 	
                  $

                	
                  590.001

                	 	
                  $

                	
                  97,102.70

                	 	 	
                  25,448,285

                	 	 	
                  25,448,285

                	 
	
                  14918
                    Bramblewood

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Houston,
                    Texas 77079

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Attention:
                    John Chisholm

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    281-497-7974

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  William
                    R. Ziegler

                	 	 	 	 	 	
                  3,525,034

                	 	
                  $

                	
                  105.751

                	 	
                  $

                	
                  17,404.56

                	 	 	
                  4,561,317

                	 	 	
                  8,086,351

                	 
	
                  Satterlee
                    Stephens Burke & Burke LLP

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  230
                    Park Avenue, 11th Floor

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  New
                    York, NY 10169

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    212-682-9112

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Hinckley
                    Brook, Inc.

                	 	 	
                  2,521,298

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                  2,521,298

                	 
	
                  7030
                    Empire Central Drive

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Houston,
                    Texas 77040

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Attention:
                    Jerry Dumas

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    713-896-4511

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Saxton
                    River Corporation

                	 	 	
                  4,103,422

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                  4,103,422

                	 
	
                  7030
                    Empire Central Drive

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Houston,
                    Texas 77040

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Attention:
                    Jerry Dumas

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    713-896-4511

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Thomas
                    H. O'Neill, jr.

                	 	 	 	 	 	
                  860,200

                	 	
                  $

                	
                  25.806

                	 	
                  $

                	
                  4,247.17

                	 	 	
                  1,113,080

                	 	 	
                  1,973,280

                	 
	
                  c/o
                    William R. Ziegler

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Satterlee
                    Stephens Burke & Burke LLP

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  230
                    Park Avenue, 11th Floor

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  New
                    York, NY 10169

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Fax:
                    212-682-9112

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  TIN:
                    

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

         

        
          
            	
                    POC
                      PARTNERS LIMITED

                    PARTNERSHIP

                  	 	
                    1,715,267

                  	 	
                    $

                  	
                    51.458

                  	 	
                    $

                  	
                    8,468.99

                  	 	 	
                    2,219,518

                  	 	 	
                    3,934,785

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke LLP

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Oliver
                      W. Robertson

                  	 	 	
                    3,485,659

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    3,485,659

                  	 
	
                    7030
                      Empire Central Dr.

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Houston,
                      Texas 77040

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      713-466-8386

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Paul
                      Atanasio

                  	 	 	 	 	 	
                    854,167

                  	 	
                    $

                  	
                    25.625

                  	 	
                    $

                  	
                    4,217.38

                  	 	 	
                    1,105,273

                  	 	 	
                    1,959,440

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke LLP

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    John
                      Dalrymple

                  	 	 	 	 	 	
                    675,200

                  	 	
                    $

                  	
                    20.256

                  	 	
                    $

                  	
                    3,333.74

                  	 	 	
                    873,694

                  	 	 	
                    1,548,894

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke LLP

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Charles
                      E. Murphy, jr.

                  	 	 	 	 	 	
                    3,391,668

                  	 	
                    $

                  	
                    101.750

                  	 	
                    $

                  	
                    16,746.07

                  	 	 	
                    4,388,743

                  	 	 	
                    7,780,411

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke LLP

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Springfield
                      Trading S. A.

                  	 	 	 	 	 	
                    3,387,967

                  	 	
                    $

                  	
                    101.639

                  	 	
                    $

                  	
                    16,727.80

                  	 	 	
                    4,383,956

                  	 	 	
                    7,771,923

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke LLP

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Jeffrey
                      R. Freedman

                  	 	 	 	 	 	
                    1,687,970

                  	 	
                    $

                  	
                    50.639

                  	 	
                    $

                  	
                    8,334.20

                  	 	 	
                    2,184,192

                  	 	 	
                    3,872,162

                  	 
	
                    c/o
                      William R. Ziegler

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Satterlee
                      Stephens Burke & Burke

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    230
                      Park Avenue, 11th Floor

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    New
                      York, NY 10169

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Fax:
                      212-682-9112

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    TIN:
                      

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


          

           

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

           

          
            
              	
                      Arvind
                        Sanger

                    	 	 	 	 	 	
                      837,600

                    	 	
                      $

                    	
                      25.128

                    	 	
                      $

                    	
                      4,135.58

                    	 	 	
                      1,083,836

                    	 	 	
                      1,921,436

                    	 
	
                      c/o
                        William R. Ziegler

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Satterlee
                        Stephens Burke & Burke LLP

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      230
                        Park Avenue, 11th Floor

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      New
                        York, NY 10169

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        212-682-9112

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:
                        

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Nancy
                        Naples O'Neill

                    	 	 	 	 	 	
                      846,300

                    	 	
                      $

                    	
                      25.389

                    	 	
                      $

                    	
                      4,178.54

                    	 	 	
                      1,095,094

                    	 	 	
                      1,941,394

                    	 
	
                      c/o
                        William R. Ziegler

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Satterlee
                        Stephens Burke & Burke LLP

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      230
                        Park Avenue, 11th Floor

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      New
                        York, NY 10169

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        212-682-9112

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:
                        

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Richard
                        H. Jukes

                    	 	 	
                      847,467

                    	 	 	 	 	
                      $

                    	
                      25.424

                    	 	
                      $

                    	
                      4,184.30

                    	 	 	
                      1,096,604

                    	 	 	
                      1,944,071

                    	 
	
                      611
                        Santa Maria St.

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Sugar
                        Land, Texas 77478

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:
                        

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Now
                        Ventures, LLC

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      50
                        Fountain Plaza

                    	 	 	 	 	 	
                      1,666,667

                    	 	
                      $

                    	
                      50.000

                    	 	
                      $

                    	
                      8,229.03

                    	 	 	
                      2,156,631

                    	 	 	
                      3,823,298

                    	 
	
                      Buffalo,
                        NY 14202

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        (716) 842-2514

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Tom
                        Bandy

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      7880
                        San Felipe

                    	 	 	
                      1,677,667

                    	 	 	
                      1,677,667

                    	 	 	 	 	 	 	 	 	 	 	 	
                      3,355,334

                    	 
	
                      Ste.
                        200

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Houston,
                        TX 77063

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        281-759-3111

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Steven
                        A. Webster

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      901
                        Threadneedle

                    	 	 	 	 	 	
                      1,680,567

                    	 	
                      $

                    	
                      50.417

                    	 	
                      $

                    	
                      8,297.66

                    	 	 	
                      2,174,617

                    	 	 	
                      3,855,184

                    	 
	
                      Houston,
                        Texas 77079

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        713-558-3011

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:
                        

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Partners
                        in Chisholm Energy

                      Partners:

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Tom
                        Bandy

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      7880
                        San Felipe

                    	 	 	 	 	 	
                      382,408

                    	 	 	 	 	 	 	 	 	 	 	 	
                      382,408

                    	 
	
                      Ste.
                        200

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Houston,
                        TX 77063

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        281-759-3111

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      TIN:

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


            

             

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

             

            
              	
                      Tom
                        Dugan

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      709
                        East Murray Drive

                    	 	 	 	 	 	
                      7,648,162

                    	 	 	 	 	 	 	 	 	 	 	 	
                      7,648,162

                    	 
	
                      Farmington,
                        NM 87401

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        505-327-4613

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Austin
                        Jones/Jerry Dumas

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Bronco
                        Ventures

                    	 	 	 	 	 	
                      1,529,632

                    	 	 	 	 	 	 	 	 	 	 	 	
                      1,529,632

                    	 
	
                      14900
                        Woodham Dr., Suite 170

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Houston,
                        TX 77073

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      David
                        Irwin

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      101
                        Linda Lane

                    	 	 	 	 	 	
                      764,816

                    	 	 	 	 	 	 	 	 	 	 	 	
                      764,816

                    	 
	
                      Heath,
                        TX 75032

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Fax:
                        775-244-5663

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Rick
                        Johnson

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      11902
                        Churchill Court Lane

                    	 	 	 	 	 	
                      764,816

                    	 	 	 	 	 	 	 	 	 	 	 	
                      764,816

                    	 
	
                      Houston,
                        TX 77024

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Harvey
                        Mueller

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      3479
                        West Vickery Blvd.

                    	 	 	 	 	 	
                      1,147,224

                    	 	 	 	 	 	 	 	 	 	 	 	
                      1,147,224

                    	 
	
                      Ft.
                        Worth, TX 76107

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Glenn
                        & Cheryl Penny

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      3109
                        Stagestand

                    	 	 	 	 	 	
                      764,816

                    	 	 	 	 	 	 	 	 	 	 	 	
                      764,816

                    	 
	
                      Duncan,
                        OK 73533

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      John
                        Chisholm

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      14918
                        Bramblewood

                    	 	 	 	 	 	
                      6,664,827

                    	 	 	 	 	 	 	 	 	 	 	 	
                      6,664,827

                    	 
	
                      Houston,
                        Texas 77079

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Total

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	
                      12,635,513

                    	 	 	
                      70,466,046

                    	 	 	
                      2,089.075

                    	 	 	
                      343,821

                    	 	 	
                      90,107,265

                    	 	 	
                      173,208,824

                    	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      The
                        following shareholders have options to acquire the number
                        of shares
                        listed:

                    	 	 	 	 	 	 
	
                      Name

                    	 	 	
                      Shares

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Jerry
                        Dumas

                    	 	 	
                      9,250,000

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      John
                        Chisolm

                    	 	 	
                      250,000

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Wallace
                        Robertson

                    	 	 	
                      150,000

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Gary
                        Pittman

                    	 	 	
                      1,350,000

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Bill
                        Zeigler

                    	 	 	
                      350,000

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


            

          

        

      

      
 

    

    
      
        
        

      

      
        20