Unassociated Document


    EXHIBIT
      10.9 

    


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT, dated as of August 25, 2005 (the “Agreement”),
      is by
      and among Precision-LOR, Ltd., a Texas limited partnership (the “Partnership”),
      Sonny
      Bond, an individual (“SB”),
      Cindy
      Bond (“CB”),
      Bison
      Energy Partners, Ltd., a Texas limited partnership (“Bison”),
      and
      Turbeco, Inc., a Texas corporation (“Turbeco”).

    


    W I T N E S S E T H:

    


    WHEREAS,
      Turbeco desires to purchase substantially all of the assets of the
      Partnership;

    


    WHEREAS,
      SB, CB and Bison (the “Limited
      Partners”)
      own
      substantially all of the issued and outstanding limited partnership interests
      in
      the Partnership and thus would derive a substantial benefit from the
      consummation of the purchase transaction contemplated herein;

    


    NOW,
      THEREFORE, in consideration of the premises and the representations, warranties,
      covenants and agreements contained herein, the parties hereto, intending to
      be
      legally bound, agree as follows:

    


    ARTICLE
      I

    THE
      PURCHASE

    


    Section
      1.1.    Purchase.
      On and
      subject to the terms and conditions of this Agreement, at the Closing, Turbeco
      will purchase from the Partnership, and the Partnership will sell to Turbeco,
      the following assets, rights, properties, and interests of the Partnership
      (the
“Acquired
      Assets”):
      

    


    (a)    The
      machinery, office equipment, tools, shop equipment, computers, office supplies,
      vehicles, furnishings and fixtures, and other items of tangible personal
      property of the Partnership, including specifically but not limited to the
      items
      described on Schedule 1.1(a) (the “Tangible
      Personal Property”);

    


    (b)    The
      leasehold rights of the Partnership with respect to the items of personal
      property which are described on Schedule 1.1(b) (the “Leased
      Assets”);

    


    (c)    The
      rights of the Partnership under the Operating Agreements (as defined in Section
      3.15;

    


    (d)    All
      of
      the customer lists, customer files (including credit applications and reports,
      credit histories and applicable terms and conditions) books, records, ledgers,
      files, documents, correspondence, plans, studies, and drawings of the
      Partnership; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e)    All
      of
      the goodwill of the Partnership and all of the rights of the Partnership to
      use
      the tradename “Precision-LOR” or any similar name (subject to the permitted use
      in Section 5.8 below) (the “Tradename”).

    


    Section
      1.2.    Excluded
      Assets. 
      Notwithstanding the foregoing, the Acquired Assets shall not include the assets
      listed on Schedule 1.2.

    


    Section
      1.3.    Purchase
      Price for Acquired Assets. 
      As
      consideration for the sale to it of the Acquired Assets, Turbeco
      shall:

    


    (a)    Pay
      an
      aggregate cash payment at Closing in the amount of $3,700,000 (the “Cash
      Payment”),
      allocated among the Limited Partners as indicated on Schedule 1.3(a);
      and

    


    (b)    Cause
      Flotek Industries, Inc. (“Flotek”)
      to
      issue to CB, SB, and the owners of Bison, as additional purchase price for
      the
      Acquired Assets, an aggregate number of shares (the “Flotek
      Shares”)
      of the
      common stock of Flotek, .0001 par value per share (the “Flotek
      Common Stock”)
      determined by dividing $1,150,000 by the Share Value. The Flotek Shares shall
      be
      allocated as indicated on Schedule 1.3(b). For purposes herein, the term
“Share
      Value”
      shall
      mean the value of the Flotek Shares based on the average for the twenty business
      days that precede the Closing Date (notwithstanding the Effective Time) of
      daily
      closing trading prices of the Flotek Common Stock on the American Stock
      Exchange.

    


    Section
      1.4.    Assumption
      of Liabilities.
      Turbeco
      has not and will not assume from the Partnership any liability or
      obligation.

    


    Section
      1.5.    Allocation.
      The
      parties will allocate for all purposes (including, but not limited to, financial
      accounting and tax purposes) the purchase price of the Acquired Assets as
      indicated on Schedule 1.5.

    


    Section
      1.6.    Closing.
      The
      closing (the “Closing”)
      of the
      transactions contemplated by this Agreement (the “Purchase
      Transaction”)
      shall
      take place at the offices of the attorneys for Turbeco in Houston, Texas as
      promptly as practicable (but in any event within five business days) following
      the date on which the last of the conditions set forth in Article VIII is
      fulfilled or waived, or at such other time and place as Turbeco and the
      Partnership shall agree. The date on which the Closing occurs is referred to
      in
      this Agreement as the “Closing
      Date.”
      The
      Closing will be effective on September 1, 2005 (the “Effective
      Time”).

    


    Section
      1.7.    Transfer
      Documents.
      At the
      Closing, each of the parties hereto will perform such acts and deliver such
      documents as are required pursuant to the terms hereof to be delivered at
      Closing, including but not limited to:

    


    (a)    the
      Partnership and the Limited Partners shall:

    


    


    
      
        
        

      

      
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    (i)    execute,
      acknowledge and deliver to Turbeco all deeds, bills of sale, endorsements,
      assignments, and other good and sufficient instruments of conveyance, sale,
      transfer and assignment as shall be required to vest effectively in Turbeco
      good
      and indefeasible title in and to the Acquired Assets, free and clear of all
      liens or encumbrances, including specifically, but not by way of limitation,
      an
      assignment and bill of sale in the form of Exhibit 1.7 (the “Assignment”).

    


    (ii)    deliver
      or cause to be delivered to Turbeco possession of all of the Acquired Assets
      capable of being physically delivered as contemplated in Section
      1.10.

    


    (iii)    deliver
      the executed Agreements Not To Compete and Employment Agreements (as defined
      in
      Section 5.2).

    


    (b)    Turbeco
      shall:

    


    (i)    deliver
      to the Partnership the Cash Payment, in the form of bank checks or wire
      transfers;

    


    (ii)    execute
      and deliver the Assignment; and

    


    (iii)    cause
      the
      Flotek Shares to be issued as provided in Schedule 1.3(b).

    


    Section
      1.8.    Property
      Taxes.
      Any
      general property tax assessed against or pertaining to the Acquired Assets
      for
      the taxable period that includes the date of the Closing shall be prorated
      between Turbeco and the Partnership.

    


    Section
      1.9    Allocation
      of Revenue. 

    


    (a)    The
      Partnership hereby confirms that it is its practice to (i) generate a delivery
      ticket (“Delivery Ticket”) at the time it delivers to its customers any downhole
      rental equipment (“Equipment”), (ii) quote on the Delivery Ticket the rental
      charge which will be due upon the use of the Equipment by the customer (“Rental
      Charges”), and (iii) invoice customers for Rental Charges only after the
      customer has used and returned the Equipment to the Partnership.

    


    (b)    Subject
      to Subsection (c) hereof, Rental Charges with respect to Equipment which (i)
      have been invoiced pursuant to the practice described above prior to the Closing
      or (ii) Rental Charges on Equipment that has been returned but have not be
      invoiced prior to the Closing and which may be invoiced pursuant to the practice
      described above, shall be considered revenue attributable to periods prior
      to
      the Effective Time and shall be owned and be collected by the Partnership.
      All
      other Rental Charges with respect to the Acquired Assets shall be considered
      revenue of Turbeco and shall be owned and collected by Turbeco.

    


    


    
      
        
        

      

      
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    (c)    All
      compensation payable by customers for “lost in the hole” or damaged Equipment
      shall be payable to Turbeco and not the Partnership. Turbeco shall be solely
      responsible for any expense to repair or replace any Equipment which is located
      at the premises of a customer at the time of Closing pursuant to a Delivery
      Ticket. 

     

    (d)    To
      compensate the Partnership for its agreement pursuant to this Section, Turbeco
      shall pay the Partnership at the Closing an amount equal to one-half of the
      aggregate Rental Charges quoted on the Delivery Tickets which are outstanding
      as
      of Closing with respect to the Equipment which is in the possession of customers
      as of the time of Closing.

    


    (e)    After
      Closing, the Partnership and Turbeco shall provide to each other upon request
      such accounting and financial information as shall be required to confirm
      compliance by the parties with this Section.

    


    (f)    Without
      limiting in any respect Article IV of this Agreement, prior to the Closing
      the
      Partnership shall deliver Equipment to customers, accept the return of Equipment
      from customers, quote Rental Changes on the Delivery Tickets, and invoice
      customers for Rental Charges only in the ordinary course of business consistent
      with past practice.

    


    ARTICLE
      II

    REPRESENTATIONS
      AND

    WARRANTIES
      OF TURBECO

    


    Turbeco
      represents and warrants to the Partnership and the Limited Partners as
      follows:

    


    Section
      2.1.    Organization
      and Qualification.
      Turbeco
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Texas and has the requisite corporate power and authority
      to own, lease and operate its assets and properties and to carry on its business
      as it is now being conducted.

    


    Section
      2.2.    Authority;
      Non-Contravention; Approvals.

    


    (a)    Turbeco
      has full corporate power and authority to execute and deliver this Agreement
      to
      consummate the transactions contemplated hereby. This Agreement has been
      approved by the Board of Directors of Turbeco and Flotek, and no other corporate
      proceedings on the part of Turbeco or Flotek are necessary to authorize the
      execution and delivery of this Agreement or the consummation by Turbeco of
      the
      transactions contemplated hereby. This Agreement has been duly executed and
      delivered by Turbeco, and, assuming the due authorization, execution and
      delivery hereof by the Partnership and the Limited Partners, constitutes a
      valid
      and legally binding agreement of Turbeco enforceable against it in accordance
      with its terms, except that such enforcement may be subject to (i) bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting or
      relating to enforcement of creditors' rights generally and (ii) general
      equitable principles.

    


    


    
      
        
        

      

      
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    (b)    The
      execution and delivery of this Agreement by Turbeco and the consummation by
      Turbeco of the transactions contemplated hereby do not and will not violate
      or
      result in a breach of any provision of, or constitute a default (or an event
      which, with notice or lapse of time or both, would constitute a default) under,
      or result in the termination of, or accelerate the performance required by,
      or
      result in a right of termination or acceleration under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      properties or assets of Turbeco under any of the terms, conditions or provisions
      of (i) the charter or bylaw of Turbeco, (ii) any statute, law, ordinance, rule,
      regulation, judgment, decree, order, injunction, writ, permit or license of
      any
      court or governmental authority applicable to Turbeco or any of its properties
      or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license,
      franchise, permit, concession, contract, lease or other instrument, obligation
      or agreement of any kind to which Turbeco is now a party or by which Turbeco
      or
      any of its properties or assets may be bound or affected.

    


    Section
      2.3.    Flotek
      Shares.
      The
      Flotek Shares have been duly authorized and when issued and delivered in
      accordance with the terms of this Agreement, will have been validly issued
      and
      will be fully paid and non-assessable, and the issuance thereof is not subject
      to any preemptive or other similar right. Flotek has previously made available
      or delivered to the Partnership and its shareholders copies of the Form 10-KSB
      filed by it with the Securities and Exchange Commission (the “SEC”)
      with
      respect to the year ended December 31, 2004 and its quarterly report filed
      with
      the SEC on Forms 10-QSB for the periods ending March 31, 2005 and June 30,
      2005
      (“Flotek
      SEC Reports”).
      As of
      their respective dates, the Flotek SEC Reports did not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein, in the light of
      the
      circumstances under which they were made, not misleading. Flotek has not made
      any other representation regarding the Flotek Shares. The Flotek Shares will
      be
      restricted stock which will not be tradable on the open market under the
      applicable securities laws. If the holder of any of the Flotek Shares proposes
      to consummate a sale of any of the Flotek Shares which is permitted pursuant
      to
      SEC Rule 144, then within 15 days of the receipt by Flotek of appropriate
      confirmation that the proposed sale will comply with Rule 144, Turbeco agrees
      that Flotek shall, provide an opinion letter of counsel to the effect that
      the
      sale is permitted under Rule 144. 

    


    Section
      2.4    Brokers
      and Finders.
      Turbeco
      has not entered into any contract, arrangement or understanding with any person
      or firm which may result in the obligation of Turbeco to pay any finder's fees,
      brokerage or agent commissions or other like payments in connection with the
      transactions contemplated hereby. There is no claim for payment by Turbeco
      of
      any investment banking fees, finder's fees, brokerage or agent commissions
      or
      other like payments in connection with the negotiations leading to this
      Agreement or the consummation of the transactions contemplated
      hereby.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE PARTNERSHIP AND THE LIMITED PARTNERS

    


    The
      Partnership and the Limited Partners jointly and severally represent and warrant
      to Turbeco that:

    


    


    
      
        
        

      

      
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    Section
      3.1.    Organization
      and Qualification.
      The
      Partnership is a limited partnership duly organized, validly existing and in
      good standing under the laws of the State of Texas and has the requisite power
      and authority to own, lease and operate its assets and properties and to carry
      on its business as it is now being conducted. The Partnership is duly qualified
      to do business and is in good standing in each jurisdiction in which the
      properties owned, leased, or operated by it or the nature of the business
      conducted by it makes such qualification necessary. True, accurate and complete
      copies of the Partnership’s organizational documents, as in effect on the date
      hereof, including all amendments thereto, have heretofore been delivered to
      Turbeco.

    


    Section
      3.2.    The
      General and Limited Partners.
      The
      sole general partner of the Partnership is Precision-LOR Management GP, L.L.C.,
      a Texas limited liability company (the “General
      Partner”).
      The
      General Partner is a limited liability company duly organized, validly existing
      and in good standing under the laws of the State of Texas and has the power
      and
      authority to own, lease and operate its assets and properties and to carry
      on
      its business as it is now being conducted. The General Partner and the Limited
      Partners are all of the partners in the Partnership. No other person holds
      any
      ownership interest with respect to the Partnership.

    


    Section
      3.3.    Other
      Entities.
      The
      Partnership does not own stock or other ownership interests in any other
      entity.

    


    Section
      3.4.    Authority;
      Non-Contravention; Approvals.

    


    (a)    The
      Partnership has full corporate power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby. This Agreement
      has been approved by the General Partner and the Limited Partners in their
      capacity as partners of the Partnership, and no other actions on the part of
      the
      Partnership are necessary to authorize the execution and delivery of this
      Agreement or the consummation by the Partnership of the transactions
      contemplated hereby. This Agreement has been duly executed and delivered by
      the
      Partnership and the Limited Partners, and, assuming the due authorization,
      execution and delivery hereof by Turbeco, constitutes a valid and legally
      binding agreement of the Partnership and the Limited Partners, enforceable
      against the Partnership and the Limited Partners in accordance with its terms,
      except that such enforcement may be subject to (a) bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting or relating to
      enforcement of creditors' rights generally and (b) general equitable
      principles.

    


    (b)    Except
      as
      set forth in the disclosure schedule attached to this Agreement (the
“Disclosure
      Schedule”),
      the
      execution and delivery of this Agreement by the Partnership and the Limited
      Partners and the consummation by the Partnership and the Limited Partners of
      the
      transactions contemplated hereby do not and will not violate or result in a
      breach of any provision of, or constitute a default (or an event which, with
      notice or lapse of time or both, would constitute a default) under, or result
      in
      the termination of, or accelerate the performance required by, or result in
      a
      right of termination or acceleration under, or result in the creation of any
      lien, security interest, charge or encumbrance upon any of the properties or
      assets of the Partnership under any of the terms, conditions or provisions
      of
      (i) the organizational documents of the Partnership, (ii) any statute, law,
      ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit
      or license of any court or governmental authority applicable to the Partnership
      or any of its properties or assets, or (iii) any note, bond, mortgage,
      indenture, deed of trust, license, franchise, permit, concession, or any
      Operating Agreement to which the Partnership is now a party or by which the
      Partnership or any of its properties or assets may be bound or
      affected.

    


    
      
        
        

      

      
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    Section
      3.5.    Financial
      Statements.
      The
      Partnership has furnished Turbeco with a balance sheet of the Partnership as
      of
      December 31, 2003 and December 31, 2004, and the related statement of income
      for
      the calendar years then ended (including the notes thereto) and a balance sheet
      of the Partnership as of July 31, 2005, and the related statement of income
      for
      the seven month period then ended (collectively, the "Financial
      Statements").
      The
      Financial Statements have been prepared in accordance with generally accepted
      accounting principles, consistently applied, and are accurate and complete
      and
      fairly present the financial condition and result of operations of the
      Partnership.

    


    Section
      3.6.    Absence
      of Undisclosed Liabilities.
      Except
      as disclosed in the Disclosure Schedule, the Partnership has not incurred any
      liabilities or obligations (whether absolute, accrued, contingent or otherwise)
      of any nature, except liabilities or obligations (a) which are provided for
      in
      the Financial Statements or reflected in the notes thereto, (b) which were
      incurred after July 31, 2005, and were incurred in the ordinary course of
      business and consistent with past practices, or (c) liabilities or obligations
      under this Agreement.

    


    Section
      3.7.    Absence
      of Certain Changes or Events.
      Except
      as disclosed in the Disclosure Schedule, since July 31, 2005, the business
      of
      the Partnership has been conducted in the ordinary course of business consistent
      with past practices, and there has not been any event, occurrence, development
      or state of circumstances or facts which has had, or could reasonably be
      anticipated to have, individually or in the aggregate, a Material Adverse
      Effect. Specifically, but not by way of limitation, since July 31, 2005, the
      Partnership has not engaged in or been subject to any of the actions described
      in Section 4.1. "Material
      Adverse Effect"
      means
      any event, occurrence, fact, condition, change, development or effect that
      is or
      could reasonably be anticipated to be materially adverse to the business, assets
      (including intangible assets), liabilities, financial condition, results of
      operations, properties (including intangible properties) or business prospects
      of the Partnership, as applicable, taken as a whole. 

    


    Section
      3.8.    Tangible
      Assets.
      The
      Tangible Personal Property and the Leased Assets constitute all of the tangible
      property necessary for the conduct by the Partnership of its business as now
      conducted. The Partnership has good and indefeasible title to the Tangible
      Personal Property, free and clear of all mortgages, liens, pledges, charges,
      or
      encumbrance of any nature whatsoever, except as indicated on the Disclosure
      Schedule. All of the Tangible Personal Property and the Leased Assets are in
      good, serviceable condition and fit for the particular purposes for which they
      are used in the business of the Partnership, subject only to normal maintenance
      requirements and wear and tear reasonably expected in the ordinary course of
      business.

    


    


    
      
        
        

      

      
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    Section
      3.9.    Employee
      Benefits.
      The
      Disclosure Schedule contains a complete list of “employee welfare plans” (as
      that term is defined in Section 3(1) of the Employee Retirement Income Security
      Act of 1974 (“ERISA”))
      currently maintained by the Partnership or any person or trade or business
      under
      common control with the Partnership, or in which active or former employees
      of
      the Partnership (collectively, the “Affected
      Employees”)
      currently participate (which plans are hereinafter referred to as “Welfare
      Plans”).
      The
      Disclosure Schedule also contains a complete list of “employee pension benefit
      plans” as that term is defined in Section 3(2) of ERISA maintained by the
      Partnership or any person or trade or business under common control with the
      Partnership, or in which any such entity currently contributes or is required
      to
      contribute or in which Affected Employees currently participate (which plans
      are
      hereinafter referred to as “Pension
      Plans”).
      Neither the Partnership nor any of the Affected Employees participate or ever
      participated in any “multiemployer plan” (as that term is defined in Section
      3(37) of ERISA). The Welfare Plans and Pension Plans, and any other plans of
      the
      type described in the first two sentences of this Section previously applicable
      at any time to the Partnership, are collectively referred to as the
“Partnership
      Plans”.
      Each
      Partnership Plan is or was in compliance with the provisions of all applicable
      laws, rules and regulations, including, without limitation, ERISA and the Code.
      None of the Pension Plans has incurred any “accumulated funding deficiency” (as
      defined in Section 412(a) of the Code). The Partnership has not incurred any
      liability to the Pension Benefit Guaranty Corporation under Section 4062, 4063
      or 4064 of ERISA, or any withdrawal liability under Title IV of ERISA with
      respect to any multiemployer plan. The Disclosure Schedule describes all bonuses
      and other compensation which will be payable to any of the employees of the
      Partnership as a result of the consummation of the Purchase Transaction, and
      any
      obligation to pay severance payments.

    


    Section
      3.10.   Litigation.
      Except
      as described in the Disclosure Schedule, there are no claims, suits, actions,
      or
      proceedings pending or, to the Knowledge of the Partnership, threatened against
      or relating to the Partnership, before any court, governmental department,
      commission, agency, instrumentality or authority, or any arbitrator. Except
      as
      described in the Disclosure Schedule, the Partnership is not subject to any
      judgment, decree, injunction, rule or order of any court, governmental
      department, commission, agency, instrumentality or authority, or any arbitrator.
      For purposes of this Agreement, "Knowledge"
      means
      the actual knowledge after reasonable inquiry of officers of the
      Partnership.

    


    Section
      3.11.   No
      Violation of Law.
      The
      Partnership is not in violation of or has been given notice or been charged
      with
      any violation of, any law, statute, order, rule, regulation, ordinance or
      judgment (including, without limitation, any applicable Environmental Law)
      of
      any governmental or regulatory body or authority. Except as disclosed in the
      Disclosure Schedule, as of the date of this Agreement, to the Knowledge of
      the
      Partnership, no investigation or review by any governmental or regulatory body
      or authority is pending or threatened, nor has any governmental or regulatory
      body or authority indicated an intention to conduct the same. The governmental
      permits or licenses of the Partnership (the “Permits”)
      are
      sufficient for the Partnership to conduct its business in the manner currently
      conducted, and the Partnership is not in violation of the terms thereof. The
      Partnership is not in violation of the terms of any of its Permits and is not
      required to possess any other permit, license, franchise, variance, exemption,
      order or other governmental authorization, consent or approval.

    


    
      
        
        

      

      
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    Section
      3.12.    Labor
      Matters.
      The
      Disclosure Schedule sets forth a list of each of the employees of the
      Partnership, and a description of the salaries and other compensation payable
      to
      such individuals. Except as set forth in the Disclosure Schedule, (a) there
      are
      no material controversies pending or, to the Knowledge of the Partnership,
      threatened between the Partnership on the one hand and any of its employees
      on
      the other, (b) the Partnership is not a party to a collective bargaining
      agreement of other labor union contract applicable to persons employed by the
      Partnership, nor does the Partnership have any Knowledge of any activities
      or
      proceedings of any labor union to organize any such employees, (c) the
      Partnership is not a party to any written agreement, memorandum, or
      understanding with respect to the employment of any individual, and (d) neither
      the Partnership or the Limited Partners are aware of any intention of any
      employee to terminate his or her employment with the Partnership, either as
      a
      result of the Purchase Transaction or otherwise.

    


    Section
      3.13.    Customer
      Relationships.
      The
      Disclosure Schedule lists all of the material customers of the Partnership.
      Except as set forth in the Disclosure Schedule, there has not been (a) any
      adverse change in the business relationship of the Partnership with any
      customer; or (b) any change in any term (including credit terms) of the
      agreements with any such customer. The Partnership has not received any customer
      complaints concerning its products and services.

    


    Section
      3.14.    Environmental
      Matters.
      Except
      as set forth in the Disclosure Schedule:

    


    (a)    no
      notice, demand, request for information, citation, summons or order has been
      received, no complaint has been served, no penalty has been assessed, and no
      investigation, action, claim, suit, proceeding or review is pending or, to
      the
      Knowledge of the Partnership, is threatened by any governmental entity or other
      person relating to or arising out of any environmental law;

    


    (b)    the
      Partnership is and has been in compliance with all Environmental Laws and
      environmental permits; and

    


    (c)    there
      are
      no liabilities of or relating to the Partnership of any kind whatsoever, whether
      accrued, contingent, absolute, determined, determinable or otherwise, arising
      under or relating to any environmental law and there are no facts, conditions,
      situations or set of circumstances which could reasonable be expected to result
      in or be the basis for any such liability.

    


    Section
      3.15.    Material
      Contracts.
      The
      Disclosure Schedule lists all agreements, leases, commitments, contracts,
      undertakings or understandings, to which the Partnership is a party, including
      but not limited to service agreements, manufacturing agreements, purchase or
      sale agreements, supply agreements, distribution or distributor agreements,
      real
      estate leases, purchase orders, license agreements, customer orders and
      equipment rental agreements (the "Operating
      Agreements").
      Each
      Operating Agreement is a valid, binding and enforceable agreement of the
      Partnership and, to the Knowledge of the Partnership, the other parties thereto.
      There has not occurred any breach or default under any Operating Agreement
      on
      the part of the Partnership or, to the Knowledge of the Partnership, any other
      parties thereto. No event has occurred which with the giving of notice or the
      lapse of time, or both, would constitute a default under any Operating Agreement
      on the part of the Partnership, or, to the Knowledge of the Partnership, any
      of
      the other parties thereto. There is no dispute between the parties to any
      Operating Agreement as to the interpretation thereof or as to whether any party
      is in breach or default thereunder, and no party to any Operating Agreement
      has
      indicated its intention to, or suggested it may evaluate whether to, terminate
      any Operating Agreement. 

    


    
      
        
        

      

      
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    Section
      3.16.    Brokers
      and Finders.
      The
      Partnership has not entered into any contract, arrangement or understanding
      with
      any person or firm which may result in the obligation of the Partnership or
      the
      Limited Partners to pay any finder's fees, brokerage or agent commissions or
      other like payments in connection with the transactions contemplated hereby.
      There is no claim for payment by the Partnership or the Limited Partners of
      any
      investment banking fees, finder's fees, brokerage or agent commissions or other
      like payments in connection with the negotiations leading to this Agreement
      or
      the consummation of the transactions contemplated hereby.

    


    Section
      3.17.    Disclosure.
      No
      representation or warranty of the Partnership or the Limited Partners set forth
      hereunder or in the schedules attached hereto or in any certificate delivered
      pursuant to Section 6.3(a) contains any untrue statement of the material fact
      or
      omits to state a material fact necessary in order to make the statements
      contained herein or therein not misleading.

    


    ARTICLE
      IV

    CONDUCT
      OF BUSINESS PENDING THE CLOSING

    


    Section
      4.1.    Conduct
      of Business of the Partnership.
      Prior
      to the Effective Time, the Partnership shall operate its business in, and only
      in, the usual, regular and ordinary course of business in substantially the
      same
      manner as operated on the date of this Agreement. Each Limited Partner will
      assure that the Partnership complies with the requirements of this Section.
      Without limiting the generality of the foregoing, during the period from the
      date of this Agreement to the Effective Time, the Partnership will
      not:

    


    (a)    Sell,
      lease or otherwise dispose of, or agree to sell, lease or otherwise dispose
      of,
      any of its assets other than inventory in the ordinary course of business
      consistent with past practice; 

    


    (b)    Adopt,
      amend or terminate any Partnership Plan;

    


    (c)    Amend
      or
      terminate any Operating Agreement;

    


    (d)    Enter
      into or modify any employment or severance agreement with any director, officer,
      or employee, or agree to increase the compensation of any officer, director
      or
      employee; and/or

    


    


    
      
        
        

      

      
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    (e)    Incur
      any
      indebtedness other than indebtedness incurred in the ordinary course of
      business.

    


    Section
      4.2.    Business
      Organization.
      Prior
      to the Effective Time, the Partnership and the Limited Partners shall use their
      respective best efforts to (a) preserve intact the business organization of
      the
      Partnership, (b) keep available the services of the officers and employees
      of
      the Partnership, (c) preserve the goodwill of the Partnership, (d) maintain
      and
      keep the properties and assets of the Partnership in as good a repair and
      condition as presently exists, and (e) maintain in full force and effect its
      insurance coverage of the Partnership.

    


    ARTICLE
      V

    ADDITIONAL
      AGREEMENTS

    


    Section
      5.1.    Cooperation.
      The
      Partnership shall afford to Turbeco and its accountants, counsel, financial
      advisors and other representatives reasonable access during normal business
      hours throughout the period prior to the Effective Time to all of its
      properties, books, contracts, personnel, representatives of or contacts with
      governmental or regulatory authorities, agencies or bodies, commitments, and
      records (including, but not limited to, tax returns and any and all records
      or
      documents which are within the possession of governmental or regulatory
      authorities, agencies or bodies, and the disclosure of which the Partnership
      can
      facilitate or control) and, such parties as its representatives may reasonably
      request. Any investigation pursuant to this Section shall be conducted in such
      manner as not to interfere unreasonably with the conduct of the business of
      the
      Partnership or with the performance of any of the employees of the Partnership.
      No investigation pursuant to this Section shall affect any representation or
      warranty made by any party. Each of the parties hereto shall use all reasonable
      efforts to take, or cause to be taken, all action and to do, or cause to be
      done, all things necessary, proper or advisable under applicable laws and
      regulations to consummate and make effective the transactions contemplated
      by
      this Agreement,

    


    Section
      5.2.    Other
      Agreements.
      At the
      Closing, (a) each Limited Partner shall execute and deliver agreements not
      to
      compete substantially identical to the form attached hereto as Exhibit 5.2(a)
      (the “Agreements
      Not To Compete”)
      (which, with respect to Bison, shall also be executed by R.M. Rayburn, Sr.,
      and
      Larry J. Karambis, its limited partners), and (b) SB and CB shall execute and
      deliver to Turbeco employment agreements in the form attached hereto as Exhibit
      5.2(b) (the “Employment
      Agreements”).

    


    Section
      5.3.    Further
      Assurances.
      The
      Limited Partners and the Partnership shall execute, acknowledge and deliver
      or
      cause to be executed, acknowledged and delivered to Turbeco such assignments
      or
      other instruments of transfer, assignment and conveyance, in form and substance
      satisfactory to counsel of Turbeco, as shall be necessary to vest in Turbeco
      all
      of the right, title and interest in and to the assets of the Partnership, in
      each case free and clear of all liens, charges, encumbrances, rights of others,
      mortgages, pledges or security interests, and any other document reasonably
      requested by Turbeco in connection with this Agreement.

    


    


    
      
        
        

      

      
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    Section
      5.4.    Expenses
      and Fees.
      All
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expenses, regardless of whether the Closing occurs.

    


    Section
      5.5.    Public
      Statements.
      The
      parties shall consult with each other prior to issuing any press release or
      any
      written public statement with respect to this Agreement or the transactions
      contemplated hereby and shall not issue any such press release or written public
      statement prior to such consultation.

    


    Section
      5.6.    Notification
      of Certain Matters.
      Each of
      the parties agrees to give prompt notice to each other of, and to use their
      respective reasonable best efforts to prevent or promptly remedy, (a) the
      occurrence or failure to occur or the impending or threatened occurrence or
      failure to occur, of any event which occurrence or failure to occur would be
      likely to cause any of its representations or warranties in this Agreement
      to be
      untrue or inaccurate in any material respect (or in all respects in the case
      of
      any representation or warranty containing any materiality qualification) at
      any
      time from the date hereof to the Effective Time and (b) any material failure
      (or
      any failure in the case of any covenant, condition or agreement containing
      any
      materiality qualification) on its part to comply with or satisfy any covenant,
      condition or agreement to be complied with or satisfied by it
      hereunder.

    


    Section
      5.7.    Employee
      Matters.
      

    


    (a)    Effective
      immediately following the Closing, Turbeco shall offer employment to all of
      the
      employees of the Partnership, each of which who accepts a position shall
      hereinafter be referred to as a “Affected
      Employee”
      and
      shall become an employee of Turbeco, terminable at will. In order to facilitate
      the foregoing, the Partnership shall, effective immediately following the
      Closing, terminate the employment of all employees of the Partnership and take
      all appropriate steps necessary to comply with applicable law in connection
      with
      the termination of such employees.

     

    (b)    Notwithstanding
      anything to the contrary contained in this Section, the parties acknowledge
      and
      agree that they do not intend to create any third-party beneficiary rights
      respecting any employee of the Partnership as a result of the provisions hereof
      and specifically hereby negate any intention to so create any third-party
      beneficiary rights.

     

    (c)    With
      respect to employees, who accept employment with Turbeco, the Partnership will
      remain responsible for medical expenses covered under their plans actually
      incurred prior to the Effective Time and Turbeco will be responsible for all
      other medical expenses incurred on or after the Closing to the extent covered
      under their plans without the application of any waiting period for coverage
      generally applicable to newly hired employees. The Partnership shall make
      available, at such Affected Employee’s expense, medical coverage under the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to the
      Affected Employees to the extent required by applicable law. The Partnership
      and
      Turbeco shall cooperate and coordinate with each other to provide continuity
      of
      health, hospitalization, life, travel and accident insurance coverage for the
      Affected Employees. The cost of insurance coverage for the Affected Employees
      from and after the Effective Time shall be borne by Turbeco.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    


    (d)    Turbeco
      and the Partnership shall complete and furnish to each other any other employee
      data as shall be reasonably required from time to time for each party to perform
      and fulfill its obligations under this Section 5.7.

     

    (e)    The
      Partnership agrees that it shall be solely responsible for all liability, costs
      and expenses (including attorneys’ fees) for all employment claims
      (collectively, the “Employment Claims”)
      by any
      employee or former employee of the Partnership which accrued prior to the
      Effective Time relating to arbitrations, unfair labor practice charges,
      employment discrimination charges, wrongful termination claims, workers’
      compensation claims, any employment-related tort claim or other claims or
      charges of or by employees of the Partnership. Turbeco agrees that it shall
      be
      responsible for all Employment Claims by any Affected Employee who accepts
      employment with Turbeco which accrued after the Effective Time relating to
      arbitrations, unfair labor practice charges, employment discrimination charges,
      wrongful termination claims, workers’ compensation claims, any
      employment-related tort claim or other claims or charges of or by the Affected
      Employees. The Disclosure Schedule sets forth a brief description of any known
      Employment Claims that have been filed or may be filed after the date hereof
      arising out of conditions, actions or events that occurred before the Effective
      Time.

    


    Section
      5.8    The
      Tradename.
      The Partnership will not use the Tradename after the Closing other than to
      collect receivables attributable to periods prior to Closing, or to file tax
      returns required to be filed under that name by any governmental entity. The
      Partnership will change its name to a name dissimilar to the Tradename within
      90
      days of Closing. 

    


    Section
      5.9    Customer
      Approval.
      The
      Partnership shall use its best efforts to obtain prior to Closing any customer
      consents required with respect to the Closing pursuant to any Operating
      Agreements.

    


    ARTICLE
      VI

    CONDITIONS
      TO CLOSING

    


    Section
      6.1.    Conditions
      to Obligation of the Partnership to Effect the Purchase
      Transaction.
      Unless
      waived by the Partnership, the obligation of the Partnership to effect the
      Purchase Transaction shall be subject to the fulfillment at or prior to the
      Effective Time of the following additional condition:

    


    (a)    Turbeco
      shall have performed in all material respects (or in all respects in the case
      of
      any agreement containing any materiality qualification) its agreements contained
      in this Agreement required to be performed on or prior to the Closing Date
      and
      the representations and warranties of Turbeco contained in this Agreement shall
      be true and correct in all material respects (or in all respects in the case
      of
      any representation or warranty containing any materiality qualification) on
      and
      as of the date made and on and as of the Closing Date as if made at and as
      of
      such date, and the Partnership shall have received a certificate executed on
      behalf of Turbeco by the President or a Vice President of Turbeco and on behalf
      of Turbeco by the Chief Executive Officer of Turbeco to that effect;
      and

    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    


    Section
      6.2.    Conditions
      to Obligations of Turbeco to Effect the Purchase Transaction.
      Unless
      waived by Turbeco, the obligations of Turbeco to effect the Purchase Transaction
      shall be subject to the fulfillment at or prior to the Effective Time of the
      following additional conditions:

    


    (a)    the
      Partnership and the Limited Partners shall have performed in all material
      respects (or in all respects in the case of any agreement containing any
      materiality qualification) their respective agreements contained in this
      Agreement required to be performed on or prior to the Closing Date and the
      representations and warranties of the Partnership and the Limited Partners
      contained in this Agreement shall be true and correct in all material respects
      (or in all respects in the case of any representation or warranty containing
      any
      materiality qualification) on and as of the date made and on and as of the
      Closing Date as if made at and as of such date, and Turbeco shall have received
      a certificate executed on behalf of the Partnership by the President and Chief
      Executive Officer of the Partnership to that effect;

    


    (b)    since
      July 31, 2005, there shall have been no changes that constitute, and no event
      or
      events shall have occurred which have resulted in or constitute, a Material
      Adverse Effect;

    


    (c)    Turbeco
      shall have received the amount of debt and equity financing reasonably required
      to consummate the Purchase Transaction, from parties and pursuant to terms
      acceptable to Turbeco, in its sole and absolute discretion; and

    


    (d)    SB
      and CB
      shall have agreed to be employed by Turbeco subsequent to the Closing, pursuant
      to terms acceptable to Turbeco, in its absolute discretion.

    


    ARTICLE
      VII

    INDEMNIFICATION

    


    Section
      7.1.    Indemnification
      of Turbeco.
      The
      Limited Partners and the Partnership shall jointly and severally indemnify
      Turbeco and its officers, directors, employees and agents against, and hold
      each
      of them harmless from and against, any and all claims, actions, causes of
      action, arbitrations, proceedings, losses, damages, liabilities, judgments
      and
      expenses (including, without limitation, reasonable attorneys' fees)
      ("Indemnified
      Amounts")
      incurred by the indemnified party as a result of (a) any error, inaccuracy,
      breach or misrepresentation in any of the representations and warranties made
      by
      or on behalf of the Partnership or the Limited Partners in this Agreement,
      (b)
      any violation or breach by the Partnership or the Limited Partners of or default
      by the Partnership or the Limited Partners under the terms of this Agreement,
      and/or (c) any event or occurrence relating to the business of the Partnership
      occurring prior to the Effective Time. The indemnified party shall be entitled
      to recover its reasonable and necessary attorneys' fees and litigation expenses
      incurred in connection with successful enforcement of its rights under this
      Section.

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    


    


    Section
      7.2.    Indemnification
      of the General Partner, the Limited Partners and the Partnership.
      Turbeco
      shall indemnify the General Partner, the Limited Partners and the Partnership
      against, and hold each of them harmless from and against, any and all
      Indemnified Amounts incurred by the Limited Partners or the Partnership as
      a
      result of (a) any error, inaccuracy, breach or misrepresentation in any of
      the
      representations and warranties made by or on behalf of Turbeco in this
      Agreement, and/or (b) any violation or breach by Turbeco of or default by
      Turbeco under the terms of this Agreement. The indemnified party shall be
      entitled to recover its reasonable and necessary attorneys' fees and litigation
      expenses incurred in connection with successful enforcement of his rights under
      this Section.

    


    Section
      7.3.    Procedure.
      The
      defense of any claim, action, suit, proceeding or investigation subject to
      indemnification under this Article shall be conducted by the indemnifying party.
      If the indemnifying party fails to conduct such defense, the indemnified parties
      may retain counsel satisfactory to them and the indemnifying party shall pay
      all
      reasonable fees and expenses of such counsel for the indemnified parties
      promptly as statements therefor are received. The party not conducting the
      defense will use reasonable efforts to assist in the vigorous defense of any
      such matter, provided that such party shall not be liable for any settlement
      of
      any claim effected without its written consent, which consent, however, shall
      not be unreasonably withheld. Any indemnified party wishing to claim
      indemnification under this Article VII, upon learning of any such claim, action,
      suit, proceeding or investigation, shall notify the indemnifying party (but
      the
      failure so to notify a party shall not relieve such party from any liability
      which it may have under this Article VII except to the extent such failure
      materially prejudices such party). If the indemnifying party is responsible
      for
      the attorneys’ fees of the indemnified parties, then the indemnified parties as
      a group may retain only one law firm to represent them with respect to each
      such
      matter unless there is, under applicable standards of professional conduct,
      a
      conflict on any significant issue between the positions of any two or more
      indemnified parties.

    


    Section
      7.4.    Express
      Negligence Rule.
      The
      indemnification obligations under this Article VII shall apply regardless of
      whether any suit or action results solely or in part from the active, passive
      or
      concurrent negligence of the indemnified party.
      The
      rights of the parties to indemnification under this Article VII shall not be
      limited due to any investigations heretofore or hereafter made by such parties
      or their representatives, regardless of negligence in the conduct of any such
      investigations. 

    


    ARTICLE
      VIII

    MISCELLANEOUS

    


    Section
      8.1.    Termination.
      This
      Agreement may be terminated at any time prior to the Effective Time, as
      follows:

    


    (a)    the
      Partnership shall have the right to terminate this Agreement:

    


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    (i)    if
      the
      representations and warranties of Turbeco shall fail to be true and correct
      in
      all material respects (or in all respects in the case of any representation
      or
      warranty containing any materiality qualification) on and as of the date made
      or, except in the case of any such representations and warranties made as of
      a
      specified date, on and as of any subsequent date as if made at and as of the
      subsequent date and such failure shall not have been cured in all material
      respects (or in all respects in the case of any representation or warranty
      containing any materiality qualification) within 30 days after written notice
      of
      such failure is given to Turbeco by the Partnership; 

    


    (ii)    if
      the
      Purchase Transaction is not completed by December 31, 2005 (provided that the
      right to terminate this Agreement under this Section 8.1(a)(ii) shall not be
      available to the Partnership if the failure of the Partnership to fulfill any
      obligation to Turbeco under or in connection with this Agreement has been the
      cause of or resulted in the failure of the Purchase Transaction to occur on
      or
      before such date); or

    


    (iii)    if
      Turbeco (A) fails to perform in any material respects any of its covenants
      (or
      in all respects in the case of any covenant containing any materiality
      qualification) in this Agreement and (B) does not cure such default in all
      material respects (or in all respects in the case of any covenant containing
      any
      materiality qualification) within 30 days after written notice of such default
      is given to Turbeco by the Partnership.

    


    (b)    Turbeco
      shall have the right to terminate this Agreement:

    


    (i)    if
      the
      representations and warranties of the Partnership shall fail to be true and
      correct in all material respects (or in all respects in the case of any
      representation or warranty containing any materiality qualification) on and
      as
      of the date made or, except in the case of any such representations and
      warranties made as of a specified date, on and as of any subsequent date as
      if
      made at and as of such subsequent date and such failure shall not have been
      cured in all material respects (or in all respects in the case of any
      representation or warranty containing any materiality qualification) within
      30
      days after written notice of such failure is given to the Partnership by
      Turbeco;

    


    (ii)    if
      the
      Purchase Transaction is not completed by December 31, 2005 (provided that the
      right to terminate this Agreement under this Section 8.1(b)(ii) shall not be
      available to Turbeco if the failure of Turbeco to fulfill any obligation to
      the
      Partnership under or in connection with this Agreement has been the cause of
      or
      resulted in the failure of the Purchase Transaction to occur on or before such
      date); or

    


    (iii)    if
      the
      Partnership or the Limited Partners (A) fails to perform in any material respect
      (or in all respects in the case of any covenant containing any materiality
      qualification) any of their covenants in this Agreement and (B) do not cure
      such
      default in all material respects (or in all respects in the case of any covenant
      containing any materiality qualification) within 30 days after notice of such
      default is given to the Partnership by Turbeco.

    


    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    Section
      8.2.    Effect
      of Termination.
      In the
      event of termination of this Agreement by either Turbeco or the Partnership
      pursuant to the provisions of Section 8.1, this Agreement shall forthwith become
      void and there shall be no further obligations on the part of the Partnership,
      Turbeco, or its respective officers or directors, or the Limited Partners to
      perform any covenant or provision of this Agreement which otherwise would be
      required to be performed after the date of termination (except as set forth
      in
      this Section 8.2 and in Sections 5.4 and 8.9, all of which shall survive the
      termination). Nothing in this Section 8.2 shall relieve any party from liability
      for any breach of this Agreement.

    


    Section
      8.3.    Remedies.
      If any
      legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any of the provisions of this Agreement,
      the successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys' fees and other costs incurred in that action or proceeding
      in addition to any other relief to which it or he may be entitled at law or
      equity.

    


    Section
      8.4.    Notices.
      All
      notices, consents, demands or other communications required or permitted to
      be
      given pursuant to this Agreement shall be deemed sufficiently given: (i) when
      delivered personally during a business day to the appropriate location described
      below or telefaxed to the telefax number indicated below, or (ii) five (5)
      business days after the posting thereof by United States first class, registered
      or certified mail, return receipt requested, with postage fee prepaid and
      addressed:

     

    
      
        	
                If
                  to Turbeco: 

              	
                7030
                  Empire Central Drive

              
	 	
                Houston,
                  Texas 77040

              
	 	
                Telefax
                  No. (713) 466-8386

              
	 	 
	
                With
                  a copy to:

              	
                Casey
                  W. Doherty

              
	 	
                Doherty
                  & Doherty LLP

              
	 	
                1717
                  St. James Place, Suite 520

              
	 	
                Houston,
                  Texas 77056

              
	 	
                Telefax
                  No. (713) 572-1001

              
	 	 
	
                If
                  to the Partnership or 

              	
                Attention:
                  R.M. Rayburn, Sr.

              
	
                the
                  Limited Partners:

              	
                12941
                  North Freeway

              
	 	
                Suite
                  520

              
	 	
                Houston
                  Texas 77060

              
	 	
                Telefax
                  No: 281-873-2409

              
	 	 
	
                With
                  a copy to:

              	
                Keith
                  M. Remels

              
	 	
                Pollicoff,
                  Smith & Remels, LLP

              
	 	
                2118
                  Smith Street

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Telefax
                  No. 713-622-6866

              


      

    

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    


    Section
      8.5.    Successors.
      This
      Agreement shall be binding upon each of the parties upon their execution, and
      inure to the benefit of the parties hereto and their successors and assigns.
      

    


    Section
      8.6.    Severability.
      In the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall, for any reason, be held to
      be
      invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
      or unenforceability shall not affect any other provision of this Agreement
      or
      any such other instrument.

    


    Section
      8.7.    Section
      Headings.
      The
      section headings used herein are descriptive only and shall have no legal force
      or effect whatsoever. Except to the extent the context specifically indicates
      otherwise, all references to articles and sections refer to articles and
      sections of this Agreement, and all references to the exhibits and schedules
      refer to exhibits and schedules attached hereto, each of which is made a part
      hereof for all purposes.

    


    Section
      8.8.    Gender.
      Whenever the context so requires, the masculine shall include the feminine
      and
      neuter, and the singular shall include the plural and conversely.

    


    Section
      8.9.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, U.S.A., applicable to agreements and contracts executed and
      to
      be wholly performed there, without giving effect to the conflicts of law
      principles thereof.

    


    Section
      8.10.   Multiple
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original.

    


    Section
      8.11.   Waiver.
      Any
      waiver by either party to be enforceable must be in writing and no waiver by
      either party shall constitute a continuing waiver.

    


    Section
      8.12.   Entire
      Agreement.
      This
      Agreement and the other agreements referred to herein set forth the entire
      understanding of the parties hereto relating to the subject matter hereof and
      thereof and supersede all prior agreements and understandings among or between
      any of the parties relating to the subject matter hereof and
      thereof.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first set forth above.

     

    
      	 	 	 
	 	THE PARTNERSHIP:
	 	 
	 	PRECISION-LOR,
              LTD., a Texas limited partnership
	 
 	 
 	 
 
	 	By:  	
              Precision-LOR
                Management GP, LLC 

              a
                Texas limited liability company General
                Partner of Precision-LOR, Ltd.

            
	 	 	 
	 	By:  	
              Bison Energy Partners, Ltd. 

              a
                Texas limited partnership (in
                its capacity as Sole Member of Precision-LOR
                Management GP, L.L.C.)

            
	 	 	 
	 	By:	
              Bison Energy Partners GP, LLC 

              a
                Nevada limited liability company General
                Partner of Bison Energy  Partners,
                Ltd.

            
	 	 	 
	 	By:	/s/ R. M. Rayburn, Sr.
              
	 	
              
                

              

              R. M. Rayburn, Sr. 

              Member
                and Manager of Bison
                Energy Partners GP, LLC

            
	 	 


    

     

    
      	 	 	 
	 	By:  	/s/ Larry
              J. Karambis 
	 	
              
                

              

              Larry J. Karambis 

              Member
                and Manager of  Bison
                Energy Partners GP, LLC

            
	 	 


    

     

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	TURBECO:
	 	 
	 	TURBECO,
              INC., a Texas corporation
	 
 	 
 	 
 
	 	By:  	/s/ Jerry
              D. Dumas, Sr.
	 	
              
Jerry
              D. Dumas, Sr., President
	 	 


    

     

    
      
        	 	 	 
	 	THE
                LIMITED PARTNERS:
	 
 	 
 	 
 
	 	By:  	/s/ Sonny
                Bond
	 	
                
Sonny
                Bond
	 	 


      


      
        	 	 	 
	 	By:  	/s/ Cindy
                Bond
	 	
                
Cindy
                Bond
	 	 


      

    

     

    
      	 	 	 
	 	
              BISON ENERGY PARTNERS, LTD. 

              a
                Texas Limited Partnership (in
                its capacity as a limited partner of Precision-LOR,
                Ltd.)

            
	 
 	 
 	 
 
	 	By:  	Bison
              Energy Partners GP, LLC a
              Nevada limited liability company General
              Partner of Bison Energy Partners, Ltd.
	 	 	 
	 	 	 
	 	By:	/s/R.
              M. Rayburn, Sr. 
	 	 	
              
R.
              M. Rayburn, Sr. 
              Member
                and Manager of Bison Energy
                Partners GP, LLC

            
	 	 	 
	 	 	/s/
              Larry J. Karambis 
	 	
              
                

              

              Larry J. Karambis 

              Member
                and Manager of Bison Energy
                Partners GP, LLC

            
	 	 


    

     

    
      
        
        

      

      
        -20-