Exhibit
      10.1 

    MEMBERSHIP
      INTEREST

    PURCHASE
      AGREEMENT

     

    


    THIS
      MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 5, 2006 (the
“Agreement”),
      is by
      and among PRESTON PHENES (“Seller”)
      and
      TURBECO, INC., a Texas corporation (“Buyer”).

    


    WITNESSETH:

    


    WHEREAS,
      Buyer desires to purchase the ownership interest of Seller in and with respect
      to CAVO Drilling Motors, Ltd. Co., a Texas limited liability company, and its
      business and assets (the “Company”);

    


    WHEREAS,
      pursuant to Section 6.1(d) of this Agreement it is contemplated that Buyer
      will
      prior to Closing exchange his interest in the Company for a fifty percent (50%)
      interest in the New Company (as defined 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, Buyer
      will purchase: (i) the Acquired Interest, and (ii) Seller’s fifty percent (50%)
      general partnership interest in Diamond Rock, a Texas general partnership with
      B.L. Perez (“Diamond
      Rock”)
      which
      owns the facility located at 2450 Black Gold Court, Houston, Texas 77073 and
      the
      adjacent property at 2425 Black Gold Court, Houston, Texas 77073 (the
“Real
      Estate”).
      For
      purposes hereof, the term “Acquired
      Interest”
shall
      mean all of the rights and interests of the Seller with respect to the New
      Company, including but not limited to: (i) all of his rights under the Texas
      Limited Liability Company Act with respect to the New Company, (ii) any
      agreement entered into by him with respect to the New Company, (iii) his capital
      account with respect to the New Company, and (iv) all of his rights to share
      in
      the profits and losses of the New Company, and (v) all of his rights to receive
      distributions from the New Company. If the New Company is not formed and the
      Buyer waives in writing the condition set forth in Section 6.1(d), references
      to
      the “New Company” in the immediately preceding sentence shall instead refer to
      the Company.

    


    Section
      1.2. Purchase
      Price for Acquired Interest. 
      As
      consideration for the sale to it of the Acquired Interest, Buyer
      shall:


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    


    (a) Pay
      cash
      at Closing in the aggregate amount of Two Million Seven Hundred Eighty-One
      Thousand Seven Hundred Four and No/100 Dollars ($2,781,704) (the “Cash
      Payment”);

    


    (b) Cause
      Flotek Industries, Inc. (“Flotek”)
      to
      issue to Seller, as additional purchase price for the Acquired Interest, 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 One Million Eight Hundred Fifty-Four Thousand Four
      Hundred Sixty-Nine and No/100 Dollars ($1,854,469) by the Share Value. For
      purposes herein, the term “Share
      Value”
shall
      mean the value of the Flotek Shares based on the average for the ten business
      days that precede the Closing Date of the daily closing trading prices of the
      Flotek Common Stock on the American Stock Exchange;

    


    (c) Issue
      to
      Seller a promissory note substantially in the form attached hereto as Exhibit
      1.2(c) in the original principal amount of One Million Five Hundred Forty-Five
      Thousand Three Hundred Ninety-One and No/100 Dollars ($1,545,391);
      and

    


    (d) Assume
      the liability of Seller with respect the Wells Fargo mortgage which encumbers
      the Real Estate (the “Diamond
      Rock Mortgage”).

    


    Section
      1.3. Assumption
      of Liabilities.
      Buyer
      has not and will not assume from the Company or the Seller any liability or
      obligation with the exception of the Diamond Rock Mortgage.

    


    Section
      1.4. Allocation.
      The
      parties will allocate for all purposes (including, but not limited to, financial
      accounting and tax purposes) the purchase price of the Acquired Interest as
      indicated on Schedule 1.4. 

    


    Section
      1.5. 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 Buyer 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 VI is
      fulfilled or waived, or at such other time and place as Buyer and the Company
      shall agree. The date on which the Closing occurs is referred to in this
      Agreement as the “Closing
      Date.”
The
      Closing will be effective as of October 1, 2006 (the “Effective
      Time”).

    


    Section
      1.6. 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) Seller
      shall execute, acknowledge and deliver to Buyer:

    


    (i) all
      assignments, and other good and sufficient instruments of conveyance, sale,
      transfer and assignment as shall be required to vest effectively in Buyer good
      and indefeasible title in and to the Acquired Interest, free and clear of all
      liens or encumbrances, including specifically, but not by way of limitation,
      a
      membership interest assignment in the form of Exhibit 1.6(a) (the “Assignment”);
      


    
      
         

      

      
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    (ii) Employment
      Agreement in the form of Exhibit 5.6 (the “Employment
      Agreement”);
      

    


    (iii) execute
      and deliver to Buyer a voting agreement concerning the voting by Seller of
      its
      interest in the Company on behalf of Buyer in the form required by Buyer, in
      its
      sole and absolute discretion, in the event the New Company is not formed before
      Closing;

    


    (iv) execute
      and deliver to Buyer a general warranty deed and any other documents required
      to
      vest in Buyer title to his interest in Diamond Rock and the Real
      Estate.  

    


    (b) Buyer
      shall:

    


    (i) deliver
      to the Company the Cash Payment in the form of bank check or wire
      transfer;

    


    (ii) execute
      and deliver the Assignment and the Employment Agreements; 

    


    
      
        (iii)
          execute
          and deliver the Promissory Note; and

      

    

    


    (iv) execute
      and deliver such documents as are required to assume the Diamond Rock
      Mortgage.

    


    Section
      1.7. Index.
      An
      index identifying the sections in which the definitions of certain terms are
      set
      forth in Exhibit A.

    


    ARTICLE
      II

    REPRESENTATIONS
      AND

    WARRANTIES
      OF BUYER

    


    Buyer
      represents and warrants to the Seller as follows:

    


    Section
      2.1. Organization
      and Qualification.
      Buyer
      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. Flotek is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware 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.


    
      
         

      

      
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    Section
      2.2. Authority;
      Non-Contravention; Approvals.

    


    (a) Buyer
      and
      Flotek each have full corporate power and authority to execute and deliver
      this
      Agreement to consummate the transactions contemplated hereby. Other than the
      approval by the Board of Directors of Buyer and Flotek, no corporate proceedings
      on the part of Buyer or Flotek are necessary to authorize the execution and
      delivery of this Agreement or the consummation by Buyer and Flotek of the
      transactions contemplated hereby. This Agreement has been duly executed and
      delivered by Buyer and Flotek, and, assuming the due authorization, execution
      and delivery hereof by Seller, constitutes a valid and legally binding agreement
      of Buyer and Flotek enforceable against each of them 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.

    


    (b) The
      execution and delivery of this Agreement by Buyer and Flotek and the
      consummation by Buyer and Flotek 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 Buyer or Flotek under any
      of
      the terms, conditions or provisions of (i) the charter or bylaw of Buyer and
      Flotek, (ii) any statute, law, ordinance, rule, regulation, judgment, decree,
      order, injunction, writ, permit or license of any court or governmental
      authority applicable to Buyer or Flotek or any of their 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 Buyer or Flotek is now a party or by which Buyer or Flotek
      or any of its properties or assets may be bound or affected.

    


    Section
      2.3. Reports.
      Flotek
      has previously made available or delivered to the Company and Seller copies
      of
      the Form 10-KSB filed by it with the Securities and Exchange Commission for
      the
      period ended December 31, 2005 (the “SEC”)
      and
      its quarterly report filed with the SEC on Form 10-QSB for the periods ending
      March 31, 2006 and June 30, 2006 (“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. Neither Buyer nor
      Flotek has made any other representation to the Company or Seller 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 for a period
      of
      one year.

    


    Section
      2.4. Brokers
      and Finders.
      Buyer
      has not entered into any contract, arrangement or understanding with any person
      or firm which may result in the obligation of Buyer 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 Buyer 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.


    
      
         

      

      
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    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SELLER

    


    The
      Seller represents and warrants to Buyer that:

    


    Section
      3.1. Organization
      and Qualification.
      The
      Company is a limited liability company 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 Company 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
      Company’s organizational documents, as in effect on the date hereof, including
      all amendments thereto, have heretofore been delivered to Buyer.

    


    Section
      3.2. Ownership.
      Seller
      owns fifty percent (50%) of the issued and outstanding membership interest
      in
      the Company and B.L. Perez (“Perez”)
      owns
      the remaining fifty percent (50%) of the issued and outstanding membership
      interest in the Company. The only members and managers of the Company are the
      Seller and Perez. There are no agreements between the Seller and Perez with
      respect to the management, operation, ownership, or tax classification of the
      Company, or any other matter relating to the Company. The Acquired Interest
      is
      owned by the Seller free and clear of any lien, encumbrance or agreement. The
      Acquired Interest has been duly authorized and issued, is nonassessable, and
      is
      not subject to any agreement to contribute capital to the Company or any other
      agreement. The transfer of the Acquired Interest by the Seller to Buyer pursuant
      to the terms hereof is not subject to any right of first refusal or similar
      right, and will not violate any agreement or understanding between the Seller
      and Perez. There are no outstanding options, conversion rights or similar rights
      granting any party the right to acquire any ownership interest in the Company
      other than the Acquired Interest and the interest held by Perez as described
      herein. 

    


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

    


    Section
      3.4. Authority;
      Non-Contravention; Approvals.

    


    (a) No
      further actions on the part of the Company are necessary to authorize the
      execution and delivery of this Agreement or the consummation by the Company
      of
      the transactions contemplated hereby. This Agreement has been duly executed
      and
      delivered by Seller, and, assuming the due authorization, execution and delivery
      hereof by Buyer, constitutes a valid and legally binding agreement of Seller,
      enforceable against Seller 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.


    
      
         

      

      
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    (b) Except
      as
      set forth in the disclosure schedule attached to this Agreement (the
“Disclosure
      Schedule”),
      the
      execution and delivery of this Agreement by Seller and the consummation by
      Seller 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 Company under any of the terms, conditions or
      provisions of (i) the organizational documents of the Company or Diamond Rock,
      (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order,
      injunction, writ, permit or license of any court or governmental authority
      applicable to the Seller, Diamond Rock, or the Company or any of their
      properties or assets, or (iii) any note, bond, mortgage, indenture, deed of
      trust, license, franchise, permit, concession, or any agreement to which the
      Seller, Diamond Rock, or the Company is now a party or by which the Company
      or
      any of its properties or assets may be bound or affected.

    


    Section
      3.5. Financial
      Statements.
      The
      Seller has furnished Buyer with a balance sheet of the Company as of December
      31, 2004 and December 31, 2005, and the related statement of income for the
      calendar years then ended (including the notes thereto) and a balance sheet
      as
      of August 31, 2006 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
      Company.

    


    Section
      3.6. Absence
      of Undisclosed Liabilities.
      Except
      as disclosed in the Disclosure Schedule, neither the Company nor Diamond Rock
      has 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 August 31, 2006, and were incurred in
      the
      ordinary course of business and consistent with past practices, or (c)
      liabilities or obligations under this Agreement.


    
      
         

      

      
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    Section
      3.7. Absence
      of Certain Changes or Events.
      Since
      August 31, 2006, the business of the Company 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
      August 31, 2006, the Company 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, circumstance,
      or
      effect with respect to the business, assets (including intangible assets),
      liabilities, condition (financial or other), operations, properties (including
      intangible properties), results, or prospects of the Company with respect to
      which there is a substantial likelihood that the event, occurrence, fact etc.
      would have been viewed by a reasonable investor as having a significantly
      negative effect on the value of the consideration such reasonable investor
      would
      have been willing to pay for the purchase of the Acquired Interest.


    


    Section
      3.8. Accounts
      Receivable.
      The
      accounts receivable of the Company indicated on the Financial Statements are
      valid, genuine and subsisting, arise out of bona fide sales and delivery of
      goods, performance of services or other business transactions in the ordinary
      course of business and are current and collectible. Each of the accounts
      receivable will be collected in full, without any set-off and without resort
      to
      litigation, within 120 days after the Closing except as indicated in the
      Disclosure Schedule.

    


    Section
      3.9. Tangible
      Assets.
      The
      Financial Statements reflect all of the items of tangible personal property
      owned by the Company (the “Tangible
      Personal Property”)
      and
      all of the assets leased by the Company (the “Leased
      Assets”).
      The
      Tangible Personal Property and the Leased Assets constitute all of the tangible
      personal property necessary for the conduct by the Company of its business
      as
      now conducted. The Company 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. The Tangible Personal Property and Leased
      Assets are in good, serviceable condition and fit for the particular purposes
      for which they are used in the business of the Company, subject only to normal
      maintenance requirements and wear and tear reasonably expected in the ordinary
      course of business. 

    


    Section
      3.10. Employee
      Benefits.
      Each
      employee benefit plan of the Company (a ”Company
      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
      Company Plans has incurred any “accumulated funding deficiency” (as defined in
      Section 412(a) of the Code). The Company 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 Company as
      a
      result of the consummation of the Purchase Transaction, and any obligation
      to
      pay severance payments.

    


    Section
      3.11. Litigation.
      There
      are no claims, suits, actions, or proceedings pending or, to the Knowledge
      of
      the Company, threatened against or relating to the Company, before any court,
      governmental department, commission, agency, instrumentality or authority,
      or
      any arbitrator. The Company 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
      actual or constructive knowledge of officers of the Seller after reasonable
      inquiry.


    
      
         

      

      
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    Section
      3.12. No
      Violation of Law.
      The
      Company 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
      Seller, 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 Company (the “Permits”)
      are
      sufficient for the Company to conduct its business in the manner currently
      conducted, and the Company is not in violation of the terms thereof. The Company
      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.

    


    Section
      3.13. Labor
      Matters.
      Except
      as set forth in the Disclosure Schedule, (a) there are no material controversies
      pending or, to the Knowledge of the Seller, threatened between the Company
      on
      the one hand and any of its employees on the other, (b) the Company is not
      a
      party to a collective bargaining agreement of other labor union contract
      applicable to persons employed by the Company, nor does the Company have any
      Knowledge of any activities or proceedings of any labor union to organize any
      such employees, (c) the Company is not a party to any written agreement,
      memorandum, or understanding with respect to the employment of any individual,
      and (d) Seller is not aware of any intention of any employee to terminate his
      or
      her employment with the Company, either as a result of the Purchase Transaction
      or otherwise.

    


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

    


    Section
      3.15. Real
      Property.
      

     

    (a) Except
      as
      set forth in the Disclosure Schedule, the Company does not own and has never
      owned any interest of any kind (whether ownership, lease or otherwise) in any
      real property, except the real estate leased by it at 2425 & 2450 Black Gold
      Court, Houston, Texas 77073 (the “Company
      Facilities”).

     

    (b) The
      Company Facilities are in good condition (reasonable wear and tear excepted),
      and are adequate for the operation of the Company's business as presently
      conducted. 

     

    (c) The
      Company’s use of the Company Facilities in the normal conduct of its business
      does not violate any applicable building, zoning or other law, ordinance or
      regulation affecting such real property, and no covenants, easements, rights
      of
      way or other such conditions of record impair the Company’s use of the Company
      Facilities in the normal conduct of its business.

     


    
      
         

      

      
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    (d) The
      Company has not experienced any material interruption in the delivery of
      adequate quantities of any utilities or other public services to the Company
      Facilities required by the Company in the normal operation of its
      business.

     

    Section
      3.16. 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 Seller, is threatened by any governmental entity or other
      person relating to or arising out of any environmental law;

    


    (b) each
      of
      the Company and Diamond Rock have been in compliance with all environmental
      laws
      and environmental permits; and

    


    (c) there
      are
      no liabilities of or relating to the Company or Diamond Rock 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
      3.17. Material
      Contracts.
      The
      Disclosure Schedule lists all agreements, leases, commitments, contracts,
      undertakings or understandings, to which the Company, Diamond Rock, or the
      Seller (with respect to the Company or Diamond
      Rock) is a party, including but not limited to service agreements, manufacturing
      agreements, purchase or sale agreements, master service 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
      Company, Diamond Rock, or the Seller and, to the Knowledge of the Company,
      the
      other parties thereto. There has not occurred any breach or default under any
      Operating Agreement on the part of the Company Diamond Rock, or the Seller
      or,
      to the Knowledge of Seller, 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 Company Diamond
      Rock,
      or the Seller, Diamond Rock, or the Seller, or, to the Knowledge of Seller,
      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. 

    


    Section
      3.18. Inventory.
      All
      inventory of the Company is usable and saleable in the ordinary course of
      business by the Company, and is owned by the Company free and clear of any
      lien
      or encumbrance, and are in good condition. No items of Company inventory are
      held by the Company on consignment from others. 


    
      
         

      

      
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    Section
      3.19. Taxes.
      The
      Company has throughout its existence been classified as an S corporation
      pursuant to Section 1361 of the Internal Revenue Code of 1986. The Company
      has
      filed all tax returns required to be filed by it and has paid all taxes required
      to be paid prior to the date hereof. The New Company will be a newly formed
      entity classified as a partnership for federal income tax purposes.

    


    Section
      3.20. Brokers
      and Finders.
      Neither
      the Seller nor the Company has entered into any contract, arrangement or
      understanding with any person or firm which may result in the obligation of
      the
      Company or Seller 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 Company or Seller 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
      3.21. Purchase
      for Own Account.
      The
      Flotek Shares are being or will be acquired by Seller for his own account and
      with no intention of distributing or reselling such securities or any part
      thereof in any transaction that would be in violation of the securities laws
      of
      the United States of America, or any state, without prejudice, however, to
      the
      rights of Seller at all times (subject to Section 9.4) to sell or otherwise
      dispose of all or any part of such securities under an effective registration
      statement under the Securities Act, or under an exemption from such registration
      available under the Securities Act of 1933 (the “Securities
      Act”).
      Seller is experienced in evaluating companies such as Flotek and has such
      knowledge and experience in financial and business matters as to be capable
      of
      evaluating the merits and risks of his investment and has the ability to suffer
      the total loss of his investment. Seller has had the opportunity to ask
      questions of and receive answers from executive officers of Flotek concerning
      the terms and conditions of the offering of the Flotek Shares and to obtain
      additional information to the satisfaction of Seller. Seller is an “accredited
      investor” as that term is defined by Rule 501 of Regulation D promulgated under
      the Securities Act. The Flotek Shares will not be registered at the time of
      their issuance under the Securities Act for the reason that the sale provided
      for in this Agreement is exempt pursuant to Section 4(2) of the Securities
      Act
      and that the reliance of Flotek on such exemption is predicated in part on
      the
      representations set forth herein. Seller will not sell or assign any Flotek
      Shares except pursuant to a valid registration statement filed pursuant to
      the
      Securities Act or pursuant to a valid exemption from the registration
      requirements thereof for a period of one year. 

    


    Section
      3.22. Diamond
      Rock.
      Diamond
      Rock is a partnership formed pursuant to the laws of the State of Texas. The
      Seller owns a fifty percent (50%) interest in Diamond Rock and Perez owns the
      other fifty percent (50%) interest in Diamond Rock. There is no written
      partnership agreement with respect to Diamond Rock or any other document or
      agreement between the Seller and Perez with respect to Diamond Rock. Diamond
      Rock owns in fee simple all right, title and interest in and with respect to
      the
      Real Estate, free and clear of any liens or encumbrances, except as indicated
      in
      the Disclosure Schedule. The Company Facilities are leased by Diamond Rock
      to
      the Company pursuant to the written lease agreement a copy of which has been
      provided to the Buyer. No other person has the right to utilize any of the
      Company Facilities or the Real Estate. The amount of the Wells Fargo Mortgage
      will not exceed $958,000 as of Closing.


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    


    Section
      3.23. Disclosure.
      No
      representation or warranty of Seller set forth hereunder or in the schedules
      attached hereto or in any certificate delivered pursuant to Section 6.2(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 Company.
      Prior
      to the Effective Time, Seller shall cause the Company to 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. Without
      limiting the generality of the foregoing, during the period from the date of
      this Agreement to the Effective Time, the Company 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 Company Plan;

    


    (c) Except
      as
      provided in Section 5.6, 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

    


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

    


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

    


     


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    


    


    


    ARTICLE
      V

    ADDITIONAL
      AGREEMENTS

    


    Section
      5.1. Cooperation.
      Seller
      shall cause the Company to afford to Buyer 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 Company 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
      Company or with the performance of any of the employees of the Company. 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. Further
      Assurances.
      Seller
      and the Company shall execute, acknowledge and deliver or cause to be executed,
      acknowledged and delivered to Buyer such assignments or other instruments of
      transfer, assignment and conveyance, in form and substance satisfactory to
      counsel of Buyer, as shall be necessary to vest in Buyer all of the right,
      title
      and interest in and to the Acquired Interest, 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 Buyer in connection
      with this Agreement.

    


    Section
      5.3. 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. The Company shall not be
      subject to the legal fees or other transaction costs of Seller.

    


    Section
      5.4. 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
      5.5. 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.


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    


    


    Section
      5.6. Employment
      Agreement.
      At the
      Closing, Seller will enter into with the Buyer an employment agreement in the
      form included on Exhibit 5.6.

    


    Section
      5.7. Prohibited
      Activities.
      Seller
      will not, during the period beginning on the date hereof and ending on the
      second anniversary of the Closing Date, directly or indirectly, for any reason,
      for his own account or on behalf of or together with any other
      person:

     

    (a) engage
      as
      an officer, director or in any other managerial capacity or as an owner,
      co-owner or other investor of or in, whether as an employee, independent
      contractor, consultant or advisor, or as a sales representative, dealer or
      distributor of any kind, in the business of manufacturing, selling,
      distributing, or marketing downhole motors for use in the oil and gas industry
      within the United States of America (the “Territory”);

    


    (b) call
      on
      or otherwise solicit any natural person who is at that time employed by the
      Company in any managerial capacity with the purpose or intent of attracting
      that
      person from the employ of the Company; or

    


    (c) call
      on,
      solicit or perform services for, either directly or indirectly, any person
      that
      at that time is, or at any time within two years prior to that time was, a
      customer of any of the Company within any Territory, for the purpose of
      soliciting or selling any product or service in competition with the Companies
      within that Territory.

    


    ARTICLE
      VI

    CONDITIONS
      TO CLOSING

    


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

    


    (a) Buyer
      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 Buyer 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 Company shall have received a certificate executed on behalf
      of
      Buyer by the President or a Vice President of Buyer and on behalf of Buyer
      by
      the Chief Executive Officer of Buyer to that effect;


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    


    


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

    


    (a) Seller
      shall have performed in all material respects (or in all respects in the case
      of
      any agreement containing any materiality qualification) his agreements contained
      in this Agreement required to be performed on or prior to the Closing Date
      and
      the representations and warranties of Seller 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 Buyer shall have received a certificate executed on behalf of
      the
      Company by the President and Chief Executive Officer of the Company to that
      effect.

    


    (b) Except
      as
      stated in the Disclosure Statement, since August 31, 2006, 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) Buyer
      shall have performed such due diligence with respect to the membership interest
      of Perez as shall be deemed appropriate by it, to its satisfaction (in its
      sole
      discretion). 

    


    (d) The
      Seller shall have exchanged his membership interest in the Company for a fifty
      percent (50%) membership interest in a Texas limited liability company which
      owns substantially all of the assets owned by the Company as of the date hereof,
      which new limited liability company will be taxable as a partnership for federal
      income tax purposes (rather than as an S corporation) (the “New
      Company”),
      which
      interest is subject to a limited liability company agreement between Seller
      and
      his successors on the one hand, and the Company, on the other, with terms and
      conditions which are acceptable to Buyer, in its sole and absolute discretion.
      


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    


    ARTICLE
      VII

    INDEMNIFICATION

    


    Section
      7.1. Indemnification
      of Buyer.
      Seller
      shall indemnify Buyer, its affiliates, and their respective 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 Company or Seller in this Agreement, and/or (b) any
      violation or breach by the Company or Seller of or default by the Company or
      Seller 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 its rights under
      this Section.

    


    Section
      7.2. Indemnification
      of Seller and the Company.
      Buyer
      shall indemnify Seller against, and hold him harmless from and against, any
      and
      all Indemnified Amounts incurred by Seller or the Company as a result of (a)
      any
      error, inaccuracy, breach or misrepresentation in any of the representations
      and
      warranties made by or on behalf of Buyer in this Agreement, and/or (b) any
      violation or breach by Buyer of or default by Buyer 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.


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    


    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 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
      Company shall have the right to terminate this Agreement:

    


    (i) if
      the
      representations and warranties of Buyer 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 15 days after written notice
      of
      such failure is given to Buyer by the Company; 

    


    (ii) if
      the
      Purchase Transaction is not completed by October 15, 2006 (provided that the
      right to terminate this Agreement under this Section 8.1(a)(ii) shall not be
      available to the Company if the failure of the Company or Seller to fulfill
      any
      obligation to Buyer 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
      Buyer
      (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
      Buyer by the Company.

    


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

    


    (i) if
      the
      representations and warranties of the Company 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 15 days after written notice
      of
      such failure is given to the Company by Buyer;


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    


    


    


    (ii) if
      the
      Purchase Transaction is not completed by October 15, 2006 (provided that the
      right to terminate this Agreement under this Section 8.1(b)(ii) shall not be
      available to Buyer if the failure of Buyer to fulfill any obligation to the
      Company 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
      Company or Seller (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 Company by Buyer.

    


    Section
      8.2. Effect
      of Termination.
      In the
      event of termination of this Agreement by either Buyer or the Company 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 Company, Buyer, or
      its
      respective officers or directors, or Seller 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
      5.3
      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 Buyer: 

            	
              7030
                Empire Central Drive

            
	 	 	
              Houston,
                Texas 77040

            
	 	 	
              Telefax
                No. (713) 466-8386

            
	 	 	 


    

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    
      	 	
              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 Seller:

            	
              102
                North Delmont East

            
	 	 	
              Conroe,
                Texas 77301

            


    

    


    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. The parties agree to accept facsimile transmissions of
      signed counterparts of this Agreement, to be followed by delivery of signed
      original counterparts.

    


    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.

    


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

            
	 	 	
              Jerry
                D. Dumas, Sr., President

            
	 	 	 
	 	SELLER:
	 	 	 
	 	 	 
	 	/s/
              Preston Phenes
	 	Preston
              Phenes


    

    


    


    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    INDEX
      OF DEFINITIONS

    


    


    
      	
              Acquired
                Interest

            	
              Section
                1.1

            
	
              Cash
                Payment

            	
              Section
                1.2

            
	
              Closing

            	
              Section
                1.5

            
	
              Closing
                Date

            	
              Section
                1.5

            
	
              Company
                Plans

            	
              Section
                3.10

            
	
              Diamond
                Rock

            	
              Section
                1.1

            
	
              Diamond
                Rock Mortgage

            	
              Section
                1.2(d)

            
	
              Disclosure
                Schedule

            	
              Section
                3.4(b)

            
	
              Effective
                Time

            	
              Section
                1.5

            
	
              Financial
                Statements

            	
              Section
                3.5

            
	
              Flotek

            	
              Section
                1.2(b)

            
	
              Flotek
                Common Stock

            	
              Section
                1.2(b)

            
	
              Flotek
                Shares

            	
              Section
                1.2(b)

            
	
              Indemnified
                Amounts

            	
              Section
                7.1

            
	
              Knowledge

            	
              Section
                3.11

            
	
              Leased
                Assets

            	
              Section
                3.9

            
	
              Material
                Adverse Effect

            	
              Section
                3.7

            
	
              New
                Company

            	
              Section
                6.2(d)

            
	
              Operating
                Agreements

            	
              Section
                3.17

            
	
              Perez

            	
              Section
                3.2

            
	
              Purchase
                Transaction

            	
              Section
                1.5

            
	
              Real
                Estate

            	
              Section
                1.1

            
	
              Tangible
                Personal Property

            	
              Section
                3.9