EXHIBIT
        10.7

      


      ASSET
        PURCHASE AGREEMENT

      


      


      THIS
        ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this
        25th
        day of January, 2005, by and between PHOENIX E & P TECHNOLOGY, L.L.C., a
        Texas limited liability company (“Seller"), and TURBECO INC., a Texas
        corporation ("Purchaser").

      


      W I T N E
60;S S E T H

      


      WHEREAS,
        the Seller owns and operates a business relating to the manufacture, service,
        and sale of screens and screening machines (the “Business”);

      


      WHEREAS,
        in connection with the Business, the Seller owns the patents listed on Exhibit
        A
        (the “Patents”);

      


      WHEREAS,
        the Purchaser desires to purchase the assets of the Business from the Seller,
        and the Seller is willing to sell the assets of the Business to the Purchaser
        pursuant to the terms set forth herein;

       

      NOW,
        THEREFORE, for and in consideration of the premises, the mutual representations,
        warranties and covenants herein contained and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereby agree as follows:

      


      1.     PURCHASE
        AND SALE OF THE ASSETS; CLOSING DATE.

      


      1.1     Purchase
        and Sale.
        Seller
        hereby agrees to sell, assign, transfer and deliver to Purchaser all right,
        title and interest in and to (i) the Patents, (ii) the trade names and
        trademarks “Vibra-screen” and “NNF Screening Machine”, (iii) the assets of the
        Business listed on Exhibit B, and (iv) the other intangible assets of Seller
        which relate to the Business, including but not limited to all of its know-how
        and technology relating to the Business, the operating manuals, promotional
        literature, marketing ideas or expressions (in any medium) which have been
        copyrighted, or are subject to copyright, used in connection with the
        Business(collectively the “Assets”), in each case free and clear of any liens or
        encumbrances of any nature whatsoever. Purchaser hereby agrees to purchase
        the
        Assets from Seller in consideration for the Purchase Price (as hereinafter
        defined).

      


      1.2     Closing;
        Closing Date.
        The
        closing of this transaction is taking place on the date (the “Closing Date”) of
        the execution of this Agreement (the "Closing") at the offices of the Purchaser
        in Houston, Texas.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.3     Delivery
        and Transfer Documents.
        At and
        after the Closing, Seller shall take all steps necessary to transfer the
        Assets
        to Purchaser, free and clear of any liens or encumbrances of any nature
        whatsoever. Specifically, but not by way of limitation, Seller at the Closing
        has delivered to Purchaser: (i) a duly executed assignment covering the Assets
        (the “Assignment”) (ii) assignments relating to the Patents in the form provided
        for by the US Patent and Trademark Office (the “USPTO”), and (iii) such other
        duly executed transfer documents which Purchaser requested to evidence the
        transfer of the Assets to Purchaser free and clear of any liens or encumbrances
        of any nature whatsoever.

      


      2.     PURCHASE
        PRICE.

      


      2.1     Price
        and Payment.
        The
        consideration paid by the Purchaser to the Seller for the Assets are $46,640
        (the “Purchase Price”) and contingent consideration equal to twelve and one half
        percent of the screen sales covered by the patents listed in Exhibit A of
        the
        Bill of Sale and Agreement, for a period of three years subsequent to the
        date
        of this Agreement. The Purchaser has prior to the date of this Agreement
        paid on
        behalf of the Seller $24,778.00 of the expenses of the Seller (the Prior
        Payments”). The Purchaser and the Seller have agreed that the Prior Payments
        will be considered payments of the Purchase Price and accordingly only
        $20,212.00 of the Purchase Price remains unpaid prior to Closing, which amount
        will be paid in full by Purchaser to Seller at the Closing. The Seller will
        be
        paid twelve and one half percent (12.5%) of net screen sales produced by
        this
        equipment for a three year period ending beginning February 1, 2005 payable
        on a
        monthly basis.

       

      2.2     Excluded
        Liabilities and Obligations.
        The
        Purchaser shall not assume and shall not be liable or responsible for any
        debt,
        obligation or liability of the Business or the Seller, including but not
        limited
        to any taxes of Seller or sales tax imposed on this transaction of any kind,
        whether known or unknown, contingent, absolute or otherwise. 

       

      3.     REPRESENTATIONS
        AND WARRANTIES OF SELLER.
        Seller
        hereby represents and warrants to Purchaser as follows:

      


      3.1     Organization
        and Good Standing.
        Seller
        is duly organized, validly existing, and in good standing under the laws
        of the
        state of Texas and has all requisite power and authority to own, operate,
        and
        lease its properties and to carry on the Business.

      


      3.2     Authorization.
        All
        requisite limited liability company action and proceedings with respect to
        the
        Seller have been obtained or have occurred to authorize the execution and
        delivery of this Agreement and the consummation of the transactions contemplated
        hereby.

      


      3.3     Binding
        Effect.
        This
        Agreement has been duly executed and delivered by Seller and constitutes
        a valid
        and binding agreement with respect to Seller, except as the enforceability
        hereof may be subject to applicable bankruptcy, insolvency, reorganization,
        or
        other similar laws affecting creditor rights generally and to general principles
        of equity.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.4     The Patents.
        The
        Seller is the owner of the Patents and has not granted, and there are no
        outstanding, any options, licenses, or agreements of any kind relating to
        the
        Patents. The Seller is not, and the Purchaser as a result of this transaction
        will not become, subject to any obligation to pay any royalties or other
        similar
        obligation to third parties with respect to the marketing, sale or distribution,
        manufacture, license, or use of any products in connection with the Business
        or
        the use of any of the Assets. To the best of Sellers knowledge, the Business
        has
        not infringed on the rights of any third party and Seller has not received
        any
        communication alleging that Seller or its predecessors have infringed or,
        by
        conducting the Business has infringed, any of the rights of any third party.
        Seller has not filed any patent application or made any filings with the
        USPTO
        which is not disclosed in Exhibit A.

      


      3.5     Tradename.
        The
        Seller owns the exclusive trade name and trademark rights to the names described
        in Section1.1. The use by the Seller before Closing and by the Purchaser
        after
        Closing of these trade names and trademarks did not and will not infringe
        on the
        rights of any third party.

      


      3.6     Effect of
        Agreement.
        The
        execution and delivery of this Agreement and the consummation of the transaction
        contemplated hereby will not (i) result in any breach of any of the terms
        or
        conditions of, or constitute a default under any commitment, mortgage, note,
        bond, debenture, deed of trust, contract, agreement, license or other instrument
        or obligation to which Seller is now a party or by which Seller or any of
        its
        properties or assets may be bound or affected; (ii) result in any violation
        of
        any governmental requirement; (iii) cause Purchaser to lose the benefit of
        any
        right or privilege included in the Assets; or (iv) relieve any person of
        any
        obligation (whether contractual or otherwise) or enable any person to terminate
        any such obligation or any right or benefit enjoyed by Seller or to exercise
        any
        right under any agreement in respect of the Assets or the Business

      


      3.7     Properties
        and Assets.
        Except
        for the lien held by Redstone Bank which will be released at Closing, Seller
        has
        good title to all the Assets, free and clear of all mortgages, liens, pledges,
        conditional sales agreements, charges, easements, covenants, assessments,
        options, restrictions and encumbrances of any nature whatsoever.

       

      3.8     Suits,
        Actions and Claims.
        There
        are no suits, actions, claims, inquiries or investigations by any person,
        or any
        legal, administrative or arbitration proceedings in which Seller is engaged
        or
        which are pending or, to the best knowledge of Seller, threatened against
        or
        affecting Seller or any of its properties or assets or the Business, or to
        which
        Seller is or might become a party, or which challenge the validity or legality
        of the transactions contemplated hereby.

       

      3.9     Solvency.
        After
        the Closing, the Seller will be solvent.

      


      3.10     Brokers
        and Finders.
        No
        broker or finder has acted for Seller in connection with this Agreement or
        the
        transaction contemplated by this Agreement, and no broker or finder is entitled
        to any brokerage or finder's fee or to any commission in respect thereof
        based
        in any way on agreements, arrangements or understandings made by or on behalf
        of
        Seller.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.     INDEMNIFICATION.
        Seller
        shall, and hereby does indemnify, hold harmless and defend Purchaser and
        its
        officers, directors, shareholders, employees, agents, representatives and
        consultants at all times from and after the date of this Agreement, from
        and
        against any and all damages, losses, liabilities, suits, costs, costs of
        any
        settlement or judgment, claims of any and every kind whatsoever, remediation
        costs and expenses (including, without limitation, reasonable attorneys'
        fees),
        of or to any of the indemnified parties ("Damages"), which may be paid, incurred
        or suffered by or asserted against the indemnified parties by any Person
        resulting or arising from or incurred in connection with any one or more
        of the
        following: (i) any liability or claim for liability related in any way to
        the
        Assets or the Business, to the extent such liability arises in connection
        with
        any action, omission or event occurring on or prior to the Closing Date;
        and
        (ii) any misrepresentation, breach of warranty or nonfulfillment of any covenant
        or agreement on the part of Seller under this Agreement.

      


      5.     NONDISCLOSURE
        OF CONFIDENTIAL INFORMATION.
        Seller
        recognizes and acknowledges that certain confidential information of Seller
        is
        included in the Assets (including, but not limited to, list of customers)
        that
        after the consummation of the transactions contemplated hereby will be valuable,
        special and unique property of Purchaser. Seller agrees that it will not
        disclose, and it will use its best efforts to prevent disclosure by any other
        Person of, any such confidential information to any Person, except to authorized
        representatives of Purchaser. Seller recognizes and agrees that violation
        of any
        of the agreements contained in this Section 5 will cause irreparable damage
        or
        injury to Purchaser, the exact amount of which may be impossible to ascertain,
        and that, for such reason, among others, Purchaser shall be entitled to an
        injunction, without the necessity of posting bond, therefor, restraining
        any
        further violation of such agreements. Such rights to any injunction shall
        be in
        addition to, and not in limitation of, any other rights and remedies Purchaser
        may have against Seller. 

      


      6.     COMPETITION.
        Seller
        agrees that it will not directly or indirectly participate, whether as an
        owner,
        consultant, employee, licensor, or otherwise, in any business similar to
        the
        Business during the two year period beginning on the Closing Date. The Purchaser
        shall be entitled to specific performance and other injunctive relief to
        enforce
        this Section.

      


      7.     FURTHER
        ACTIONS.
        From
        time to time, at the request of any party hereto, the other parties hereto
        shall
        execute and deliver such instruments and take such action as may be reasonably
        requested to evidence the transactions contemplated hereby. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      8.     NOTICES.
        All
        notices, requests, demands and other communications required or permitted
        to be
        given hereunder shall be in writing and shall be deemed to have been duly
        given
        if delivered personally, given by facsimile or other similar instantaneous
        electronic transmission device or mailing first class, postage prepaid,
        certified United States mail, return receipt requested, as follows:

      


      (a)     If
        to
        Purchaser, at:

      


      7030
        Empire Central Drive

      Houston,
        Texas 77040

      


      


      (b)     If
        to
        Seller, at:

      


      2425
        West
        Loop South, Suite 765

      Houston,
        Texas 77027

      


      Any
        party
        may change its address for notice by giving to the other party written notice
        of
        such change. Any notice given under this Section 8 shall be effective (i)
        if
        delivered personally, when delivered; (ii) if sent by facsimile or other
        similar
        instantaneous electronic transmission device, 24 hours after sending; and
        (iii)
        if mailed, 48 hours after mailing. 

      


      9.     GENERAL
        PROVISIONS.

      


      9.1     Governing
        Law; Interpretation; Section Headings.
        This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of Texas, without regard to conflict-of-laws rules as applied
        in Texas. The section headings contained herein are for purposes of convenience
        only, and shall not be deemed to constitute a part of this Agreement or to
        affect the meaning or interpretation of this Agreement in any way. 

      


      9.2     Severability.
        Should
        any provision of this Agreement be held unenforceable or invalid under the
        laws
        of the United States of America or the State of Texas, or under any other
        applicable law of any other jurisdiction, then the parties hereto agree that
        such provision shall be deemed modified for purposes of performance of this
        Agreement in such jurisdiction to the extent necessary to render it lawful
        and
        enforceable, or if such a modification is not possible without materially
        altering the intention of the parties hereto, then such provision shall be
        severed herefrom for purposes of performance of this Agreement in such
        jurisdiction. The validity of the remaining provisions of this Agreement
        shall
        not be affected by any such modification or severance.

      


      9.3     Entire
        Agreement.  This
        Agreement sets forth the entire agreement and understanding of the parties
        hereto with respect to the transactions contemplated hereby, and supersedes
        all
        prior agreements, arrangements and understandings related to the subject
        matter
        hereof. No representation, promise, inducement or statement of intention
        has
        been made by any party hereto which is not embodied in this Agreement, and
        no
        party hereto shall be bound by or liable for any alleged representation,
        promise, inducement or statement of intention not so set forth. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.4     Binding
        Effect.
        All the
        terms, provisions, covenants and conditions of this Agreement shall be binding
        upon and inure to the benefit of and be enforceable by the parties hereto
        and
        their respective heirs, executors, administrators, representatives, successors
        and assigns. 

      


      9.5     Assignment.
        This
        Agreement and the rights and obligations of the parties hereto shall not
        be
        assigned or delegated by any party hereto without the prior written consent
        of
        the other party hereto. 

      


      9.6     Amendment;
        Waiver.  This
        Agreement may be amended, modified, superseded or cancelled, and any of the
        terms, provisions, representations, warranties, covenants or conditions hereof
        may be waived, only by a written instrument executed by all parties hereto,
        or,
        in the case of a waiver, by the party waiving compliance. The failure of
        any
        party at any time or times to require performance of any provision hereof
        shall
        in no manner affect the right to enforce the same. No waiver by any party
        of any
        condition contained in this Agreement, or of the breach of any term, provisions,
        representation, warranty or covenant contained in this Agreement, in any
        one or
        more instances, shall be deemed to be or construed as a further or continuing
        waiver of any such condition or breach, or as a waiver of any other condition
        or
        of the breach of any other term, provision, representation, warranty or
        covenant. 

      


      9.7     Gender;
        Numbers.
        All
        references in this Agreement to the masculine, feminine or neuter genders
        shall,
        where appropriate, be deemed to include all other genders. All plurals used
        in
        this Agreement shall, where appropriate, be deemed to be singular, and vice
        versa. 

      


      9.8     Counterparts.
        This
        Agreement may be executed simultaneously in two or more counterparts, each
        of
        which shall be deemed an original, but all of which together shall constitute
        one and the same instrument. This Agreement shall be binding when one or
        more
        counterparts hereof, individually or taken together, shall bear the signatures
        of the parties reflected hereon as signatories.

      


      9.9     Telecopy
        Execution and Delivery.
        A
        facsimile, telecopy or other reproduction of this Agreement may be executed
        by
        one or more parties hereto, and an executed copy of this Agreement may be
        delivered by one or more parties hereto by facsimile or similar instantaneous
        electronic transmission device pursuant to which the signature of or on behalf
        of such party can be seen, and such execution and delivery shall be considered
        valid, binding and effective for all purposes. At the request of any party
        hereto, all parties hereto agree to execute an original of this Agreement
        as
        well as any facsimile, telecopy or other reproduction hereof. 

      


      9.10     Cross
        References.
        References in this Agreement to Articles, Sections, Exhibits, or Schedules
        shall
        be deemed to be references to Articles, Sections, Exhibits, and Schedules
        of
        this Agreement unless the context specifically and expressly requires otherwise.
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

       

      
        
          	 	 	 
	 	"PURCHASER"
	 	 
	 	TURBECO INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jerry
                  D. Dumas, Sr.
	 	
                  
Name:
                  Jerry D. Dumas, Sr.
	 	Title:
                  Chairman & CEO


        



      
        	 	 	 
	 	"SELLER"
	 	 
	 	PHOENIX
                E & P TECHNOLOGY, L.L.C.
	 
 	 
 	 
 
	 	By:  	/s/ John
                W. Chisholm
	 	
                
Name:
                John W. Chisholm
	 	Title:
                Managing Director