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                            ASSET PURCHASE AGREEMENT

                                      AMONG

                           HEMIWEDGE VALVE CORPORATION
                                    as Buyer

                                       and

                    SODERBERG RESEARCH AND DEVELOPMENT, INC.

                                  INPROP, INC.
                                       and

                               JEANNETTE SODERBERG

                                   as Sellers


                                December 2, 2005

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<PAGE>

Article I DEFINITIONS..........................................................1

  Section 1.1        Definitions ..............................................1
  Section 1.2        Usage ....................................................5

Article II SALE AND TRANSFER OF ASSETS; CLOSING................................5

  Section 2.1        Assets To Be Sold ........................................5
  Section 2.2        Consideration ............................................6
  Section 2.3        Additional Consideration .................................6
  Section 2.4        Payment into Escrow Account ..............................6
  Section 2.5        Closing ..................................................6
  Section 2.6        Closing Obligations ......................................6

Article III REPRESENTATIONS AND WARRANTIES OF SELLERS..........................7

  Section 3.1        Organization and Good Standing ...........................7
  Section 3.2        Enforceability; Authority; No Conflict ...................7
  Section 3.3        Title to Assets; Encumbrances ............................8
  Section 3.4        Legal Proceedings; Orders ................................8
  Section 3.5        Intellectual Property Assets .............................8
  Section 3.6        Patents ..................................................9
  Section 3.7        Trademarks ...............................................9
  Section 3.8        Disclosure ..............................................10

Article IV REPRESENTATIONS AND WARRANTIES OF BUYER............................10

  Section 4.1        Organization and Good Standing ..........................10
  Section 4.2        Authority; No Conflict ..................................10
  Section 4.3        Certain Proceedings .....................................10

Article V ADDITIONAL COVENANTS................................................10

  Section 5.1        Consignment Agreement ...................................10
  Section 5.2        Further Assurances ......................................11

Article VI INDEMNIFICATION; REMEDIES..........................................11

  Section 6.1        Survival ................................................11
  Section 6.2        Indemnification and Reimbursement by Sellers ............11
  Section 6.3        Indemnification and Reimbursement by Buyer ..............11
  Section 6.4        Right of Setoff .........................................12
  Section 6.5        Third-Party Claims ......................................12
  Section 6.6        Other Claims ............................................13

Article VII GENERAL PROVISIONS................................................14

  Section 7.1        Expenses ................................................14
  Section 7.2        Notices .................................................14
  Section 7.3        Jurisdiction; Service of Process ........................14
  Section 7.4        Enforcement of Agreement ................................15
  Section 7.5        Waiver; Remedies Cumulative .............................15
  Section 7.6        Entire Agreement and Modification .......................15
  Section 7.7        Assignments, Successors, and No Third-Party Rights.......15
  Section 7.8        Severability ............................................15
  Section 7.9        Construction ............................................15
  Section 7.10       Time of Essence .........................................16
  Section 7.11       Governing Law ...........................................16
  Section 7.12       Execution of Agreement ..................................16
  Section 7.13       Seller Obligations ......................................16


                                    Page i
<PAGE>


                             EXHIBITS AND SCHEDULES


Exhibit A ...........Assets
Exhibit B ...........Form of Escrow Agreement
Exhibit C ...........Form of Assignment and Bill of Sale
Exhibit D ...........Form of Promissory Note
Exhibit E ...........Form of Consignment Agreement

Schedule 3.2(c) .....Notices and Consents
Schedule 3.3 ........Permitted Encumbrances
Schedule 3.4(a) .....Legal Proceedings; Orders
Schedule 3.6 ........Patents
Schedule 3.7 ........Trademarks


                                    Page ii
<PAGE>

                            ASSET PURCHASE AGREEMENT
                            ------------------------

      This ASSET PURCHASE  AGREEMENT (this  "Agreement") is dated as of December
2, 2005, by and among  HEMIWEDGE VALVE  CORPORATION,  a Texas  corporation  (the
"Buyer"), SODERBERG RESEARCH AND DEVELOPMENT, INC., a Texas corporation ("SRD"),
INPROP,   INC.,  a  Texas   corporation   ("Inprop")  and  JEANNETTE   SODERBERG
("Soderberg",  and together with SRD, Inprop and Soderberg, each a "Seller" and,
collectively, the "Sellers").

                                    RECITALS

      WHEREAS, Sellers are the current owners of the Patents,  Trademark and the
Website (all as hereinafter defined); and

      WHEREAS, Buyer desires to purchase from Sellers and Sellers desire to sell
to Buyer, all of the Patents, the Trademark, and the Website; and

      NOW, THEREFORE,  IN CONSIDERATION OF the recitals and mutual covenants and
agreements set forth in this Agreement, the Parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.1  Definitions.  For purposes of this  Agreement,  the following
terms and variations  thereof have the meanings specified or referred to in this
Section 1.1:

      "Additional  Consideration" shall have the meaning as set forth in Section
2.3(b).

      "Assets" shall have the meaning set forth in Section 2.1.

      "Assignment  and Bill of Sale"  shall  have the  meaning  as set  forth in
Section 2.6(a)(i).

      "Best  Efforts"  means the  efforts  that a  prudent  Person  desirous  of
achieving a result would use in similar  circumstances to achieve that result as
expeditiously as possible; provided, however, that a Person required to use Best
Efforts under this Agreement  will not be thereby  required to take actions that
would result in a material adverse change in the benefits to such Person of this
Agreement and the Contemplated Transactions, or to dispose of or make any change
to its business, expend any material funds or incur any other material burden.

      "Breach" means any breach of, or any inaccuracy in, any  representation or
warranty or any breach of, or failure to perform or comply with, any covenant or
obligation,  in or of this Agreement or any event which with the passing of time
or the giving of notice, or both, would constitute such a breach,  inaccuracy or
failure.

      "Business Day" means any day other than (i) Saturday or Sunday or (ii) any
other day on which  banks in  Houston,  Texas are  permitted  or  required to be
closed.

      "Buyer"  shall have the meaning set forth in the first  paragraph  of this
Agreement.



                                     Page 1
<PAGE>

      "Buyer Indemnified Persons" shall have the meaning as set forth in Section
6.2.

      "Buyer's Closing Documents" shall have the meaning as set forth in Section
4.2.

      "Closing" shall have the meaning as set forth in Section 2.5.

      "Closing Date" means the date on which the Closing actually takes place.

      "Code" means the Internal Revenue Code of 1986.

      "Consent"  means any approval,  consent,  ratification,  waiver,  or other
authorization.

      "Consignment  Agreement"  shall  have the  meaning as set forth in Section
5.1.

      "Contemplated  Transactions" means all of the transactions contemplated by
this Agreement.

      "Damages" shall have the meaning as set forth in Section 6.2.

      "Effective Time" means December 2, 2005.

      "Encumbrance" means any charge, claim, contractual interest,  community or
other marital property interest,  condition,  equitable interest,  lien, option,
pledge,  security  interest,  mortgage,  right of way,  easement,  encroachment,
servitude, right of first option, right of first refusal or similar restriction,
including any  restriction on use, voting (in the case of any security or equity
interest),  transfer,  receipt of income,  or exercise of any other attribute of
ownership.

      "Equity Payments" shall have the meaning as set forth in Section 2.3(b).

      "Governing Documents" means, with respect to any particular entity, (a) if
a corporation,  the articles or certificate of incorporation and the bylaws; (b)
if a  general  partnership,  the  partnership  agreement  and any  statement  of
partnership; (c) if a limited partnership, the limited partnership agreement and
the certificate of limited partnership;  (d) if a limited liability company, the
articles of organization and operating agreement; (e) if another type of Person,
any other charter or similar  document  adopted or filed in connection  with the
creation,  formation  or  organization  of  a  Person;  (f)  all  equityholders'
agreements,   voting   agreements,   voting  trust  agreements,   joint  venture
agreements,  registration  rights  agreements  or other  agreements or documents
relating to the organization, management or operation of any Person, or relating
to the rights,  duties and obligations of the  equityholders of any Person;  and
(g) any amendment or supplement to any of the foregoing.

      "Governmental  Authorization" means any Consent, license,  registration or
permit  issued,  granted,  given,  or otherwise  made  available by or under the
authority of any Governmental Body or pursuant to any Legal Requirement.

      "Governmental  Body"  means any (a) nation,  state,  county,  city,  town,
borough,  village,  district, or other jurisdiction;  (b) federal, state, local,
municipal,  foreign, or other government; (c) governmental or quasi-governmental
authority  of any nature  (including  any  agency,  branch,  department,  board,
commission,   court,  tribunal  or  other  entity  exercising   governmental  or
quasi-governmental  powers);  (d) multi-national  organization or body; (e) body
exercising,   or  entitled  or  purporting  to  exercise,   any  administrative,
executive,  judicial,  legislative,  police,  regulatory, or taxing authority or
power; or (f) official of any of the foregoing.



                                     Page 2
<PAGE>

      "Indemnified Person" shall have the meaning as set forth in Section 6.5.

      "Indemnifying Person" shall have the meaning as set forth in Section 6.5.

      "Intellectual   Property  Assets"  means  all  intellectual   property  or
materials with respect to the Patents,  the Trademark and the Website,  in which
Sellers have a proprietary interest, whether of a tangible or intangible nature,
including all computer documents,  designs,  drawings,  backup documentation and
references with respect thereto,  as well as all claims of Sellers against third
parties  relating  to  the  Intellectual  Property  Assets,  whether  choate  or
inchoate, known or unknown, contingent or non-contingent.

      "IRS" means the United States Internal  Revenue Service and, to the extent
relevant, the United States Department of the Treasury.

      "Knowledge"  means an individual  will be deemed to have  "Knowledge" of a
particular fact or other matter if (a) that individual is actually aware of that
fact or matter;  or (b) a prudent  individual  could be  expected to discover or
otherwise  become  aware of that fact or matter in the  course of  conducting  a
reasonably   comprehensive   investigation   regarding   the   accuracy  of  any
representation or warranty contained in this Agreement.  A Person (other than an
individual)  will be deemed to have  "Knowledge"  of a particular  fact or other
matter if any  individual  who is serving,  or who has at any time served,  as a
director,  officer,  partner,  executor,  or trustee  of that  Person (or in any
similar  capacity)  has,  or at any time  had,  Knowledge  of that fact or other
matter (as set forth in (a) and (b)  above),  and any such  individual  (and any
individual  party  to  this  Agreement)  will be  deemed  to  have  conducted  a
reasonably   comprehensive   investigation   regarding   the   accuracy  of  the
representations and warranties made herein by that Person or individual.

      "Legal Requirement" means any federal, state, local,  municipal,  foreign,
international,  multinational,  or other constitution, law, ordinance, principle
of common law, code, regulation, statute, or treaty.

      "Liability" means, with respect to any Person, any liability or obligation
of such Person of any kind, character or description,  whether known or unknown,
absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated
or unliquidated,  secured or unsecured,  joint or several, due or to become due,
vested or unvested, executory, determined, determinable or otherwise and whether
or not the same is required to be accrued on the  financial  statements  of such
Person.

      "Monthly Advances" shall have the meaning as set forth in Section 2.3(a).

      "Order" means any order, injunction,  judgment, decree, ruling, assessment
or arbitration award of any Governmental Body or arbitrator.

      "Patents" means (a) Expired U.S. Patent No.  4,962,911  (titled  HemiWedge
Valve), (b) U.S. Patent No. 5,333,834 (titled Valve Driver), (c) U.S. Patent No.
5,507,469 (titled Valve Actuator System for Initial Torque  Reduction),  and (d)
U.S.  Patent  Application   60/658,548  (filed  on  March  4,  2005  and  titled
High-Pressure Hemi-wedge Cartridge Valve).



                                     Page 3
<PAGE>

      "Permitted  Encumbrances"  shall have the  meaning as set forth in Section
3.3.

      "Person" means an individual,  partnership,  corporation,  business trust,
limited liability company,  limited liability partnership,  joint stock company,
trust,  unincorporated  association,   joint  venture  or  other  entity,  or  a
Governmental Body.

      "Proceeding" means any action, arbitration, audit, hearing, investigation,
litigation,  or suit  (whether  civil,  criminal,  administrative,  judicial  or
investigative, whether formal or informal, whether public or private) commenced,
brought,  conducted,  or  heard  by  or  before,  or  otherwise  involving,  any
Governmental Body or arbitrator.

      "Promissory  Note"  shall  have  the  meaning  as  set  forth  in  Section
2.6(b)(iii).

      "Purchase Price" shall have the meaning as set forth in Section 2.2.

      "Record" means any  information  that is inscribed on a tangible medium or
that  is  stored  in an  electronic  or  other  medium  and  is  retrievable  in
perceivable form.

      "Related  Person" means,  with respect to a specified Person other than an
individual,  a Related  Person means (a) any Person that  directly or indirectly
controls,  is directly or indirectly controlled by, or is directly or indirectly
under common control with,  such specified  Person;  (b) any Person that holds a
Material  Interest in such  specified  Person;  (c) each Person that serves as a
director, officer, partner, executor, or trustee of such specified Person (or in
a similar  capacity);  (d) any Person in which  such  specified  Person  holds a
Material  Interest;  and (e) any Person  with  respect  to which such  specified
Person serves as a general partner or a trustee (or in a similar capacity).  For
purposes of this definition, (a) "Control" (including "controlling," "controlled
by" and "under common control with") means the  possession,  direct or indirect,
of the power to direct or cause the direction of the  management and policies of
a Person,  whether  through the ownership of voting  securities,  by contract or
otherwise,  and shall be construed as such term is used in the rules promulgated
under the Securities and Exchange Act of 1934; and (b) "Material Interest" means
direct or  indirect  beneficial  ownership  (as  defined in Rule 13d-3 under the
Securities  Exchange Act of 1934) of voting securities or other voting interests
representing  at least ten percent  (10%) of the  outstanding  voting power of a
Person or equity securities or other equity interests  representing at least ten
percent (10%) of the  outstanding  equity  securities  or equity  interests in a
Person.

      "Representative" means, with respect to a particular Person, any director,
officer, manager, employee, agent, consultant,  advisor,  accountant,  financial
advisor, legal counsel or other representative of that Person.

      "Seller(s)"  shall have the meaning as set forth in the first paragraph of
this Agreement.

      "Sellers'  Closing  Documents"  shall  have the  meaning  as set  forth in
Section 3.2.

      "Tax" means any income,  gross  receipts,  license,  payroll,  employment,
excise, severance, stamp, occupation, premium, property, environmental, windfall
profit, customs, vehicle, airplane, boat, vessel or other title or registration,
capital stock,  franchise,  employees' income  withholding,  foreign or domestic
withholding, social security, unemployment,  disability, real property, personal
property,  sales, use, transfer, value added,  alternative,  add-on minimum, and
other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever,
and any interest,  penalty,  addition or  additional  amount  thereon,  imposed,
assessed,  collected  by or under  the  authority  of any  Governmental  Body or
payable under any tax-sharing agreement or any other Contract.



                                     Page 4
<PAGE>

      "Third Party" means a Person that is not a party to this Agreement.

      "Third-Party  Claim" means any claim against any  Indemnified  Person by a
Third Party, whether or not involving a Proceeding.

      "Trademark" means the word mark HEMIWEDGE, Ser. No. 74666375.

      "Website" means the Internet website www.hemiwedge.com.

      Section 1.2 Usage.

            (a)  Interpretation.  In this  Agreement,  unless  a clear  contrary
      intention appears,  (i) the singular number includes the plural number and
      vice versa; (ii) reference to any Person includes such Person's successors
      and assigns but, if  applicable,  only if such  successors and assigns are
      not  prohibited  by  this  Agreement,  and  reference  to  a  Person  in a
      particular  capacity  excludes  such  Person  in  any  other  capacity  or
      individually;  (iii)  reference to any gender  includes each other gender;
      (iv)  reference  to any  agreement,  document  or  instrument  means  such
      agreement,  document or  instrument  as amended or modified  and in effect
      from time to time in accordance  with the terms thereof;  (v) reference to
      any Legal Requirement  means such Legal Requirement as amended,  modified,
      codified,  replaced or reenacted,  in whole or in part, and in effect from
      time to time, including rules and regulations  promulgated  thereunder and
      reference to any section or other provision of any Legal Requirement means
      that provision of such Legal  Requirement  from time to time in effect and
      constituting  the  substantive  amendment,   modification,   codification,
      replacement  or  reenactment  of such  section  or other  provision;  (vi)
      "hereunder,"  "hereof,"  "hereto"  and words of  similar  import  shall be
      deemed  references to this  Agreement as a whole and not to any particular
      Article,  Section or other provision thereof;  (vii) "including" (and with
      correlative  meaning  "include")  means  including  without  limiting  the
      generality of any description  preceding such term; (viii) "or" is used in
      the inclusive sense of "and/or"; (ix) with respect to the determination of
      any period of time,  "from" means "from and  including" and "to" means "to
      but excluding"; and (x) references to documents, instruments or agreements
      shall be deemed to refer as well to all  addenda,  exhibits,  schedules or
      amendments thereto.

            (b)  Legal  Representation  of  the  Parties.   This  Agreement  was
      negotiated by the parties with the benefit of legal representation and any
      rule of construction or interpretation  otherwise requiring this Agreement
      to be  construed or  interpreted  against any party shall not apply to any
      construction or interpretation hereof.

                                   ARTICLE II
                      SALE AND TRANSFER OF ASSETS; CLOSING

      Section  2.1  Assets  To Be  Sold.  Upon  the  terms  and  subject  to the
conditions set forth in this Agreement,  at the Closing, but effective as of the
Effective  Time,  Sellers shall sell,  convey,  assign,  transfer and deliver to
Buyer, and Buyer shall purchase and acquire from Sellers,  free and clear of any
Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and
interest in and to all of the Intellectual  Property Assets as described in more
detail on Exhibit A attached hereto ("Assets").



                                     Page 5
<PAGE>

      Section 2.2 Consideration. The consideration for the Assets (the "Purchase
Price") will be (i) One Hundred  Thirty-Eight  Thousand  Five Hundred and No/100
Dollars  ($138,500.00)  to be  deposited  by Buyer into the Escrow  Account  (as
defined below) by wire transfer at Closing for the Intellectual Property Assets,
and (ii) One Hundred  Thousand Dollars and No/100  ($100,000.00)  payable in the
form of the Promissory Note for the Intellectual Property Assets.

      Section 2.3 Additional Consideration.  As additional consideration for the
consummation of the Contemplated Transactions, Buyer also agrees to deposit into
the Escrow Account:

            (a) Seventy-Two  Thousand and No/100 Dollars ($72,000.00) to be paid
      in the form of a  monthly  advance  in the  amount of Three  Thousand  and
      No/100 Dollars  ($3,000.00) for each month of the  twenty-four  (24) month
      period  beginning  the month  immediately  following the Closing Date (the
      "Monthly Advances").

            (b) Three  percent  (3%) of the net sales  proceeds  collected  from
      customers from (i) gross revenue received by Buyer from (A) sales by Buyer
      of valves  described  and claimed in U.S.  Patent No.  5,333,834  and U.S.
      Patent No.  4,962,911,  (B) sales by Buyer of equipment that are described
      and claimed in U.S. Patent No. 5,507,469, and (C) sales by Buyer of valves
      that are described and claimed in any patent that issues from U.S.  Patent
      Application  60/658,548  less (ii) those sales  and/or use taxes  actually
      paid, import and/or export duties actually paid,  outbound  transportation
      pre-paid or allowed,  and amounts  allowed or credited due to returns (not
      to exceed the original billing or invoice amounts) (the "Equity Payments",
      and together with the Monthly Advances,  the "Additional  Consideration").
      The  payment of the Equity  Payments  shall  begin two (2) years after the
      Closing Date and continue until the end of the patent life of U.S.  Patent
      No. 5,333,834, which shall expire on March 29, 2013.

The sum total of the Monthly Advances shall be credited against the total amount
of Equity Payments to be received by the Sellers.

      Section  2.4 Payment  into  Escrow  Account.  The  Purchase  Price and the
Additional  Consideration  shall be paid to an escrow account established by the
Parties  hereto,  pursuant to the terms and  conditions of the Escrow  Agreement
attached as Exhibit B hereto (the "Escrow Account").

      Section 2.5 Closing.  The purchase and sale provided for in this Agreement
(the  "Closing") will take place at the offices of Buyer's counsel at 2040 North
Loop 336 West, Suite 123, Conroe, Texas 77304,  commencing at 11:30 a.m. Central
Standard  Time on December 2, 2005,  unless Buyer and Sellers  otherwise  agree.
Subject to the provisions of Article VII, failure to consummate the purchase and
sale  provided  for in this  Agreement  on the date  and  time and at the  place
determined  pursuant to this Section 2.5 will not result in the  termination  of
this  Agreement  and will not  relieve  any party of any  obligation  under this
Agreement.  In such a situation,  the Closing will occur as soon as practicable,
subject to Article VII.

      Section 2.6 Closing Obligations.  In addition to any other documents to be
delivered under other provisions of this Agreement, at the Closing:



                                     Page 6
<PAGE>

            (a) Sellers shall deliver to Buyer:

                  (i)  assignments of all of the  Intellectual  Property  Assets
            (the "Assignment and Bill of Sale"),  including separate assignments
            of each of the Patents and the Trademark,  in the form of Exhibit C,
            each of which is executed by the applicable Seller(s);

                  (ii)   such   other   deeds,   bills  of  sale,   assignments,
            certificates of title,  documents and other  instruments of transfer
            and conveyance as may reasonably be requested by Buyer, each in form
            and  substance  satisfactory  to Buyer  and its  legal  counsel  and
            executed by Sellers; and

                  (iii) a certificate of the Secretary of each of SRD and Inprop
            certifying  and attaching all  requisite  resolutions  or actions of
            such  Seller's  board of directors  and  shareholders  approving the
            execution and delivery of this Agreement and the consummation of the
            Contemplated  Transactions  and  certifying  to the  incumbency  and
            signatures of the officers of such Seller  executing  this Agreement
            and any other document relating to the Contemplated Transactions.

            (b) Buyer  shall  deliver  to  Sellers  or  deposit  into the Escrow
      Account, as applicable:

                  (i) One Hundred Thirty-Eight  Thousand Five Hundred and No/100
            Dollars  ($138,500.00) for the Intellectual  Property Assets by wire
            transfer to the Escrow Account;

                  (ii) a  promissory  note  executed  by Buyer  and  payable  to
            Sellers  with  respect to the  Intellectual  Property  Assets in the
            principal   amount  of  One  Hundred  Thousand  and  No/100  Dollars
            ($100,000.00)  in the  form of  Exhibit  E hereto  (the  "Promissory
            Note");

                  (iii) the Assignment and Bill of Sale executed by Buyer; and

                  (iv) a certificate of the Secretary of Buyer.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

      Each Seller  represents and warrants,  jointly and severally,  to Buyer as
follows:

      Section 3.1  Organization  and Good Standing.  Each of SRD and Inprop is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Texas,  with full corporate power and authority to sell the
Assets that it may own.

      Section 3.2 Enforceability; Authority; No Conflict.

            (a)  This  Agreement  constitutes  the  legal,  valid,  and  binding
      obligation of each Seller,  enforceable against each of them in accordance
      with its  terms.  Upon the  execution  and  delivery  by  Sellers  of each
      agreement   to  be  executed  or  delivered  by  Sellers  at  the  Closing
      (collectively,  the "Sellers'  Closing  Documents"),  each of the Sellers'
      Closing Documents will constitute the legal, valid, and binding obligation
      of each Seller,  enforceable  against each of them in accordance  with its
      terms.  Each Seller has the absolute  and  unrestricted  right,  power and
      authority to execute and deliver this  Agreement and the Sellers'  Closing
      Documents  to which such  Seller is party and to perform  its  obligations
      under this Agreement and the applicable  Sellers' Closing  Documents,  and
      such  action  has been  duly  authorized  by all  necessary  action by the
      shareholders and board of directors of SRD and Inprop.



                                     Page 7
<PAGE>

            (b) Neither the  execution  and delivery of this  Agreement  nor the
      consummation or performance of any of the Contemplated  Transactions will,
      directly or indirectly (with or without notice or lapse of time):

                  (i) breach (A) any provision of any of the Governing Documents
            of either SRD or Inprop, or (B) any resolution  adopted by the board
            of directors or the shareholders of either SRD or Inprop;

                  (ii) breach or give any Governmental  Body or other Person the
            right  to  challenge  any of  the  Contemplated  Transactions  or to
            exercise any remedy or obtain any relief under any Legal Requirement
            or any Order to which Sellers or any of the Assets,  may be subject;
            and

                  (iii) result in the imposition or creation of any  Encumbrance
            upon or with respect to any of the Assets.

            (c) Except as set forth in Schedule 3.2(c), no Seller is required to
      give any notice to or obtain  any  Consent  from any Person in  connection
      with the execution and delivery of this Agreement or the  consummation  or
      performance of any of the Contemplated Transactions.

      Section  3.3  Title  to  Assets;   Encumbrances.   Sellers  own  good  and
transferable title to all of the Assets free and clear of any Encumbrances other
than those described in Schedule 3.3 ("Encumbrances").  Sellers warrant to Buyer
that at the  time  of  Closing,  all  Assets  shall  be free  and  clear  of all
Encumbrances  other than those identified on Schedule 3.3 as acceptable to Buyer
("Permitted Encumbrances").

      Section  3.4 Legal  Proceedings;  Orders.  Except as set forth in Schedule
3.4,  there is no pending or, to Sellers'  Knowledge,  threatened  Proceeding or
Order, (i) by or against Sellers or that otherwise  relates to or may affect the
Assets;  or (ii) that  challenges,  or that may have the  effect of  preventing,
delaying, making illegal, or otherwise interfering with, any of the Contemplated
Transactions. To the Knowledge of Sellers, no event has occurred or circumstance
exists  that is  reasonably  likely  to give rise to or serve as a basis for the
commencement of any such Proceeding.

      Section 3.5 Intellectual Property Assets. Sellers are the owners in and to
each of the Intellectual  Property Assets,  free and clear of all  Encumbrances,
and Sellers  have the right to use  without  payment to a Third Party all of the
Intellectual Property Assets.



                                     Page 8
<PAGE>

      Section 3.6 Patents.

            (a) Schedule  3.6 contains a complete and accurate  list and summary
      description of all Patents.

            (b) All of the issued  Patents  are  currently  in  compliance  with
      formal legal requirements (including payment of filing,  examination,  and
      maintenance fees and proofs of working or use), are valid and enforceable,
      and are not subject to any  maintenance  fees or taxes or actions  falling
      due within ninety (90) days after the Closing Date.

            (c) No  Patent  has  been or is now  involved  in any  interference,
      reissue,  reexamination,  or opposition Proceeding. To Sellers' Knowledge,
      there is no potentially  interfering  patent or patent  application of any
      Third Party.

            (d)  None  of  the  Patents  has  been  infringed  or,  to  Sellers'
      Knowledge,  has been  challenged or threatened in any way, and none of the
      products  manufactured  or sold,  nor any  process or  know-how  used,  by
      Sellers   infringes  or  is  alleged  to  infringe  any  patent  or  other
      proprietary right of any other Person.

            (e) All  products  made,  used,  or sold under the Patents have been
      marked with the proper patent notice.

      Section 3.7 Trademarks.

            (a)  Schedule   3.7   contains  a  complete  and  accurate   summary
      description of the Trademark.

            (b) The Trademark has been  registered with the United States Patent
      and  Trademark  Office is  currently in  compliance  with all formal legal
      requirements (including the timely  post-registration filing of affidavits
      of use and  incontestability  and  renewal  applications),  is  valid  and
      enforceable,  and is not  subject  to any  maintenance  fees or  taxes  or
      actions falling due within ninety (90) days after the Closing Date.

            (c) The  Trademark  has not  been  and is not  now  involved  in any
      opposition,  invalidation,  or  cancellation  Proceeding  and, to Sellers'
      Knowledge, no such action is threatened with respect to the Trademark.

            (d) To  Sellers'  Knowledge,  there  is no  potentially  interfering
      trademark or trademark application of any other Person.

            (e) The Trademark has not been infringed or, to Sellers'  Knowledge,
      has not been  challenged or threatened in any way. The Trademark  does not
      infringe  or is not  alleged to infringe  any trade  name,  trademark,  or
      service mark of any other Person.

            (f) All  products  and  materials  containing a Mark bear the proper
      federal registration notice where permitted by law.



                                     Page 9
<PAGE>

      Section 3.8 Disclosure.  No  representation or warranty or other statement
made by  Sellers in this  Agreement,  the  certificates  delivered  pursuant  to
Section  2.6(a) or otherwise in connection  with the  Contemplated  Transactions
contains  any untrue  statement or omits to state a material  fact  necessary to
make  any of  them,  in light of the  circumstances  in which it was  made,  not
misleading.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Sellers as follows:

      Section 4.1  Organization  and Good Standing.  Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Texas,  with full corporate power and authority to conduct its business as it is
now being conducted.

      Section 4.2 Authority; No Conflict.

            (a)  This  Agreement  constitutes  the  legal,  valid,  and  binding
      obligation of Buyer,  enforceable  against  Buyer in  accordance  with its
      terms. Upon the execution and delivery by Buyer of the Assignment and Bill
      of Sale, the  Consignment  Agreement,  the Promissory  Note and each other
      agreement to be executed or  delivered by Buyer at Closing  (collectively,
      the "Buyer's Closing  Documents"),  each of the Buyer's Closing  Documents
      will  constitute  the  legal,  valid,  and  binding  obligation  of Buyer,
      enforceable  against Buyer in accordance with its respective terms.  Buyer
      has the absolute and unrestricted  right,  power, and authority to execute
      and deliver  this  Agreement  and the  Buyer's  Closing  Documents  and to
      perform its  obligations  under this  Agreement  and the  Buyer's  Closing
      Documents,  and such  action  has been duly  authorized  by all  necessary
      corporate action.

            (b) Neither the  execution  and delivery of this  Agreement by Buyer
      nor  the   consummation   or  performance  of  any  of  the   Contemplated
      Transactions by Buyer will give any Person the right to prevent, delay, or
      otherwise interfere with any of the Contemplated  Transactions pursuant to
      (i) any  provision of Buyer's  Governing  Documents;  (ii) any  resolution
      adopted by the board of directors or the shareholders of Buyer;  (iii) any
      Legal Requirement or Order to which Buyer may be subject.

            (c) Buyer is not and will not be required to obtain any Consent from
      any Person in connection with the execution and delivery of this Agreement
      or  the   consummation   or  performance   of  any  of  the   Contemplated
      Transactions.

      Section 4.3 Certain  Proceedings.  There are no pending  Proceedings  that
have been commenced against Buyer and that challenges, or may have the effect of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
Contemplated  Transactions.  To Buyer's  Knowledge,  no such Proceeding has been
threatened.

                                   ARTICLE V
                              ADDITIONAL COVENANTS

      Section  5.1  Consignment  Agreement.  The  Parties  agree  to  execute  a
Consignment  Agreement  in the form set  forth on  Exhibit  E (the  "Consignment
Agreement"),  pursuant to which Buyer shall attempt to sell  Sellers'  remaining
inventory of valves that is currently located on Buyer's property.



                                    Page 10
<PAGE>

      Section 5.2 Further  Assurances.  The Parties shall  cooperate  reasonably
with each other and with their respective Representatives in connection with any
steps required to be taken as part of their  respective  obligations  under this
Agreement,  and the parties agree (a) to furnish upon request to each other such
further  information,  (b) to  execute  and  deliver  to each  other  such other
documents,  and (c) to do such other acts and things,  all as the other  parties
hereto may reasonably request for the purpose of carrying out the intent of this
Agreement and the Contemplated Transactions.

                                   ARTICLE VI
                            INDEMNIFICATION; REMEDIES

      Section  6.1  Survival.   All   representations,   warranties,   covenants
(including  those  covenants  set forth in Article V), and  obligations  in this
Agreement,  the  certificates  delivered  pursuant to Section 2.6, and any other
certificate or document  delivered  pursuant to this Agreement shall survive the
Closing  and the  consummation  of the  Contemplated  Transactions,  subject  to
Section 6.6.

      Section 6.2  Indemnification  and  Reimbursement by Sellers.  Each Seller,
jointly and severally,  will indemnify, hold harmless and release Buyer, and its
Representatives,  shareholders, subsidiaries, and Related Persons (collectively,
the "Buyer  Indemnified  Persons")  from,  and will  reimburse  the  Indemnified
Persons for, any loss,  liability,  claim,  damage,  expense (including costs of
investigation  and defense  and  reasonable  attorneys'  fees and  expenses)  or
diminution of value, whether or not involving a Third-Party Claim (collectively,
"Damages"), arising from or in connection with:

            (a) any Breach of any  representation or warranty made by Sellers in
      (i) this Agreement,  (ii) the certificates  delivered  pursuant to Section
      2.6,  (iii)  any  transfer  instrument  or  (iv)  any  other  certificate,
      document,  writing or  instrument  delivered  by Sellers  pursuant to this
      Agreement;

            (b) any  Breach of any  covenant  or  obligation  of Sellers in this
      Agreement or in any other  certificate,  document,  writing or  instrument
      delivered by Sellers pursuant to this Agreement; or

            (c) any  Liability  arising out of or relating to the  ownership  or
      operation of the Assets prior to the Closing Date.

      Section  6.3  Indemnification  and  Reimbursement  by  Buyer.  Buyer  will
indemnify and hold harmless Sellers, and will reimburse Sellers, for any Damages
arising from or in connection with:

            (a) any Breach of any  representation  or warranty  made by Buyer in
      this  Agreement or in any  certificate,  document,  writing or  instrument
      delivered by Buyer pursuant to this Agreement; or



                                    Page 11
<PAGE>

            (b) any  Breach  of any  covenant  or  obligation  of  Buyer in this
      Agreement or in any other  certificate,  document,  writing or  instrument
      delivered by Buyer pursuant to this Agreement.

      Section  6.4  Right of  Setoff.  Upon  notice  to  Sellers  specifying  in
reasonable  detail the basis  therefor,  Buyer may setoff any amount to which it
may be  entitled  under this  Agreement  or the  Consignment  Agreement  against
amounts  otherwise payable under the Promissory Note. The exercise of such right
of setoff by Buyer in good faith,  whether or not  ultimately  determined  to be
justified,  will not constitute an event of default under the Promissory Note or
any  instrument  securing the Promissory  Note.  Neither the exercise of nor the
failure to  exercise  such right of setoff or to give a notice of a claim  under
this  Agreement  will  constitute  an election of remedies or limit Buyer in any
manner in the enforcement of any other remedies that may be available to it.

      Section 6.5 Third-Party Claims.

            (a) Promptly after receipt by a Person  entitled to indemnity  under
      Section 6.2 and Section 6.3 (to the extent  provided in the last  sentence
      of Section 6.3) (an "Indemnified  Person") of notice of the assertion of a
      Third-Party Claim against it, such Indemnified Person shall give notice to
      the Person  obligated  to indemnify  under such Section (an  "Indemnifying
      Person") of the  assertion of such  Third-Party  Claim;  provided that the
      failure  to  notify  the   Indemnifying   Person   will  not  relieve  the
      Indemnifying  Person of any liability that it may have to any  Indemnified
      Person,  except to the extent that the  Indemnifying  Person  demonstrates
      that  the  defense  of  such  Third-Party   Claim  is  prejudiced  by  the
      Indemnified Person's failure to give such notice.

            (b) If an Indemnified Person gives notice to the Indemnifying Person
      pursuant to Section  6.5(a) of the assertion of a Third-Party  Claim,  the
      Indemnifying  Person  shall be entitled to  participate  in the defense of
      such  Third-Party  Claim and, to the extent that it wishes (unless (i) the
      Indemnifying Person is also a Person against whom the Third-Party Claim is
      made and the  Indemnified  Person  determines  in good  faith  that  joint
      representation  would be  inappropriate,  or (ii) the Indemnifying  Person
      fails to provide  reasonable  assurance to the  Indemnified  Person of its
      financial   capacity  to  defend  such   Third-Party   Claim  and  provide
      indemnification  with respect to such  Third-Party  Claim),  to assume the
      defense  of  such  Third-Party  Claim  with  counsel  satisfactory  to the
      Indemnified  Person.  After  notice  from the  Indemnifying  Person to the
      Indemnified  Person  of  its  election  to  assume  the  defense  of  such
      Third-Party  Claim,  the  Indemnifying  Person  shall  not,  as long as it
      diligently  conducts such  defense,  be liable to the  Indemnified  Person
      under this Article VI for any fees of other counsel or any other  expenses
      with  respect  to the  defense  of such  Third-Party  Claim,  in each case
      subsequently  incurred by the  Indemnified  Person in connection  with the
      defense  of  such  Third-Party  Claim,  other  than  reasonable  costs  of
      investigation.  If  the  Indemnifying  Person  assumes  the  defense  of a
      Third-Party  Claim,  (i) such assumption will  conclusively  establish for
      purposes of this Agreement that the claims made in that Third-Party  Claim
      are  within  the  scope of and  subject  to  indemnification;  and (ii) no
      compromise or settlement of such Third-Party Claims may be effected by the
      Indemnifying  Person without the Indemnified  Person's  Consent unless (A)
      there is no finding or admission of any violation of Legal  Requirement or
      any violation of the rights of any Person, (B) the sole relief provided is
      monetary damages that are paid in full by the Indemnifying Person, and (C)
      the  Indemnified  Person  shall  have no  liability  with  respect  to any
      compromise or settlement of such  Third-Party  Claims effected without its
      Consent.  If notice is given to an Indemnifying Person of the assertion of
      any  Third-Party  Claim and the  Indemnifying  Person does not, within ten
      days after the Indemnified  Person's  notice is given,  give notice to the
      Indemnified  Person  of  its  election  to  assume  the  defense  of  such
      Third-Party   Claim,  the  Indemnifying   Person  will  be  bound  by  any
      determination  made  in  such  Third-Party  Claim  or  any  compromise  or
      settlement effected by the Indemnified Person.



                                    Page 12
<PAGE>

            (c)  Notwithstanding   the  foregoing,   if  an  Indemnified  Person
      determines  in good faith that there is a  reasonable  probability  that a
      Third-Party  Claim may  adversely  affect it or its Related  Persons other
      than as a result of  monetary  damages  for which it would be  entitled to
      indemnification  under this  Agreement,  the  Indemnified  Person  may, by
      notice to the Indemnifying  Person,  assume the exclusive right to defend,
      compromise,  or settle such Third-Party Claim, but the Indemnifying Person
      will  not be  bound  by any  determination  of any  Third-Party  Claim  so
      defended  for  the  purposes  of  this  Agreement  or  any  compromise  or
      settlement  effected  without its Consent  (which may not be  unreasonably
      withheld).

            (d)  Notwithstanding  the provisions of Section 7.3,  Sellers hereby
      consent  to  the  non-exclusive  jurisdiction  of any  court  in  which  a
      Proceeding in respect of a Third-Party  Claim is brought against any Buyer
      Indemnified  Person for  purposes  of any claim  that a Buyer  Indemnified
      Person may have under this  Agreement  with respect to such  Proceeding or
      the  matters  alleged  therein,  and agree that  process  may be served on
      Sellers with respect to such a claim anywhere in the world.

            (e) With respect to any Third-Party Claim subject to indemnification
      under  this  Article  VI:  (i)  both  the   Indemnified   Person  and  the
      Indemnifying Person, as the case may be, shall keep the other Person fully
      informed  of  the  status  of  such  Third-Party  Claim  and  any  related
      Proceedings at all stages thereof where such Person is not  represented by
      its own counsel,  and (ii) the parties  agree (each at its own expense) to
      render to each other such  assistance  as they may  reasonably  require of
      each  other and to  cooperate  in good  faith  with each other in order to
      ensure the proper and adequate defense of any Third-Party Claim.

            (f) With respect to any Third-Party Claim subject to indemnification
      under this Article VI, the parties  agree to cooperate in such a manner as
      to preserve in full (to the extent  possible) the  confidentiality  of all
      Confidential   Information  and  the   attorney-client   and  work-product
      privileges.  In connection therewith,  each party agrees that: (i) it will
      use its Best Efforts,  in respect of any Third-Party Claim in which it has
      assumed  or   participated  in  the  defense,   to  avoid   production  of
      Confidential  Information  (consistent  with  applicable  law and rules of
      procedure),  and (ii) all  communications  between  any party  hereto  and
      counsel responsible for or participating in the defense of any Third-Party
      Claim  shall,  to the  extent  possible,  be  made so as to  preserve  any
      applicable attorney-client or work-product privilege.

      Section 6.6 Other Claims. A claim for  indemnification  for any matter not
involving a  Third-Party  Claim may be asserted by notice to the party from whom
indemnification is sought and shall be paid promptly after such notice.



                                    Page 13
<PAGE>

                                  ARTICLE VII
                               GENERAL PROVISIONS

      Section 7.1 Expenses. Except as otherwise provided in this Agreement, each
party to this Agreement will bear its respective  fees and expenses  incurred in
connection with the preparation, negotiation, execution, and performance of this
Agreement and the Contemplated  Transactions,  including all fees and expense of
its  Representatives.  If this Agreement is  terminated,  the obligation of each
party to pay its own fees and  expenses  will be  subject  to any rights of such
party arising from a Breach of this Agreement by another party.

      Section  7.2  Notices.   All  notices,   Consents,   waivers,   and  other
communications  required or permitted by this Agreement  shall be in writing and
shall be deemed given to a party when (a) delivered to the  appropriate  address
by hand or by nationally  recognized  overnight courier service (costs prepaid);
(b) sent by  facsimile  or  e-mail  with  confirmation  of  transmission  by the
transmitting equipment; or (c) received or rejected by the addressee, if sent by
certified  mail,  return  receipt  requested;  in  each  case  to the  following
addresses,  facsimile numbers or e-mail addresses and marked to the attention of
the  person  (by name or  title)  designated  below (or to such  other  address,
facsimile number, e-mail address or person as a party may designate by notice to
the other parties):

   If to Buyer:                         If to SRD:

   HemiWedge Valve Corporation.         Soderberg Research and Development, Inc.
   12060 FM 3083                        176 April Cove
   Conroe, Texas  77301                 Montgomery, TX  77356
   Telephone:  (936) 539-9533           Telephone:  (936) 588-2951
   Telefax:  (936) 539-9396             Telefax: (936) 588-2636
   Attn: Larry C. Shumate               Attn:  Frank Haasbeek, President

   If to Inprop:                        If to Soderberg:

   176 April Cove                       176 April Cove
   Montgomery, Texas 77356-8818         Montgomery, Texas 77356-8818
   Telephone: (936) 588-2951            Telephone: (936) 588-2951
   Telefax: (936) 588-2636              Telefax: (936) 588-2636
   Attn: Jeannette Soderberg,           Attn: Jeannette Soderberg
         President

      Section 7.3 Jurisdiction;  Service of Process.  Any Proceeding arising out
of or  relating to this  Agreement  may be brought in the courts of the State of
Texas,  County of  Harris,  or, if it has or can  acquire  jurisdiction,  in the
United States District Court for the Southern District of Texas, and each of the
parties irrevocably submits to the exclusive  jurisdiction of each such court in
any such Proceeding,  waives any objection it may now or hereafter have to venue
or to convenience of forum,  agrees that all claims in respect of the Proceeding
shall be heard and  determined  only in any such court,  and agrees not to bring
any  Proceeding  arising out of or relating  to this  Agreement  or in any other
court.  The  parties  agree that  either or both of them may file a copy of this
paragraph  with any court as written  evidence  of the  knowing,  voluntary  and
bargained  agreement between the parties  irrevocably to waive any objections to
venue or to convenience of forum.  Process in any Proceeding  referred to in the
first  sentence of this  Section 7.3 may be served on any party  anywhere in the
world.



                                    Page 14
<PAGE>

      Section 7.4 Enforcement of Agreement.  Sellers  acknowledge and agree that
Buyer would be  irreparably  damaged if any of the  provisions of this Agreement
are not performed in accordance with their specific terms and that any Breach of
this  Agreement by Sellers could not be adequately  compensated  in all cases by
monetary damages alone. Accordingly, in addition to any other right or remedy to
which  Buyer may be  entitled,  at law or in  equity,  it shall be  entitled  to
enforce any provision of this Agreement by a decree of specific  performance and
to temporary, preliminary and permanent injunctive relief to prevent Breaches or
threatened Breaches of any of the provisions of this Agreement,  without posting
any bond or other undertaking.

      Section 7.5 Waiver;  Remedies  Cumulative.  The rights and remedies of the
parties to this  Agreement  are  cumulative  and not  alternative.  Neither  any
failure nor any delay by any party in exercising any right,  power, or privilege
under this Agreement or any of the documents  referred to in this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right,  power,  or  privilege  will  preclude  any other or
further exercise of such right, power, or privilege or the exercise of any other
right,  power, or privilege.  To the maximum extent permitted by applicable law,
(a) no claim or right  arising  out of this  Agreement  or any of the  documents
referred to in this  Agreement can be  discharged  by one party,  in whole or in
part, by a waiver or renunciation of the claim or right unless in writing signed
by the  other  party;  (b) no  waiver  that  may be  given  by a  party  will be
applicable  except in the specific  instance  for which it is given;  and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of that party or of the right of the party  giving such notice or demand to take
further action without notice or demand as provided for in this Agreement or the
documents referred to in this Agreement.

      Section 7.6 Entire Agreement and Modification.  This Agreement  supersedes
all prior agreements,  whether written or oral, between the parties with respect
to its subject matter  (including  any letter of intent and any  confidentiality
agreement  between Buyer and Sellers) and  constitutes  (along with the Exhibits
and other  documents  delivered  pursuant  to this  Agreement)  a  complete  and
exclusive  statement  of the terms of the  agreement  between the  parties  with
respect to its subject matter.  This Agreement may not be amended,  supplemented
or otherwise  modified except by a written agreement executed by the party to be
charged with the amendment.

      Section 7.7 Assignments,  Successors,  and No Third-Party Rights. No party
may assign  any of its  rights or  delegate  any of its  obligations  under this
Agreement without the prior written consent of the other parties. Subject to the
preceding  sentence,  this  Agreement  will apply to, be binding in all respects
upon, and inure to the benefit of the  successors  and permitted  assigns of the
parties. Nothing expressed or referred to in this Agreement will be construed to
give any Person other than the parties to this  Agreement any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any provision
of this Agreement, except such rights as shall inure to a successor or permitted
assignee pursuant to this Section 7.7.

      Section 7.8  Severability.  If any  provision  of this  Agreement  is held
invalid  or  unenforceable  by any court of  competent  jurisdiction,  the other
provisions of this Agreement will remain in full force and effect. Any provision
of this  Agreement  held  invalid or  unenforceable  only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

      Section 7.9  Construction.  The  headings of Articles and Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Articles," "Sections" and "Exhibits" refer
to the corresponding Articles, Sections and Exhibits of this Agreement.



                                    Page 15
<PAGE>

      Section  7.10 Time of Essence.  With regard to all dates and time  periods
set forth or referred to in this Agreement, time is of the essence.

      Section  7.11  Governing  Law.  This  Agreement  will be  governed  by and
construed  under the laws of the State of Texas  without  regard to conflicts of
laws principles that would require the application of any other law.

      Section 7.12 Execution of Agreement. This Agreement may be executed in one
or more  counterparts,  each of which will be deemed to be an  original  copy of
this  Agreement  and all of  which,  when  taken  together,  will be  deemed  to
constitute one and the same agreement.  The exchange of copies of this Agreement
and of signature  pages by facsimile  transmission  shall  constitute  effective
execution  and  delivery of this  Agreement as to the parties and may be used in
lieu of the  original  Agreement  for all  purposes.  Signatures  of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.

      Section 7.13 Seller  Obligations.  The liability of each Seller  hereunder
shall be joint and several with each of the other Sellers.


                  [Remainder of Page Left Intentionally Blank.]
                           [Signature Page to Follow.]



                                    Page 16
<PAGE>


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


                                BUYER
                                -----

                                HEMIWEDGE VALVE CORPORATION, a Texas corporation


                                By:   /s/ Larry C. Shumate
                                      ------------------------------------------
                                      Larry C. Shumate
                                      President


                                SELLERS
                                -------

                                SODERBERG RESEARCH AND
                                DEVELOPMENT, INC., a Texas corporation


                                By:   /s/ Frank Haasbeek
                                      ------------------------------------------
                                      Frank Haasbeek
                                      President


                                INPROP, INC, a Texas corporation


                                By:   /s/ Jeannette Soderberg
                                      ------------------------------------------
                                      Jeannette Soderberg
                                      President


                                      /s/ Jeannette Soderberg
                                      ------------------------------------------
                                      JEANNETTE SODERBERG



                   Signature Page to Asset Purchase Agreement
<PAGE>


                                    EXHIBIT A

                                     ASSETS
                                     ------

1.    Expired U.S. Patent No. 4,962,911 (titled HemiWedge Valve)

2.    U.S. Patent No. 5,333,834 (titled Valve Driver)

3.    U.S. Patent No. 5,507,469 (titled Valve Actuator System for Initial Torque
      Reduction)

4.    U.S.  Patent  Application  60/658,548  (filed  on March 4,  2005)  (titled
      High-Pressure Hemi-Wedge Cartridge Valve)

5.    Word mark HEMIWEDGE, Ser. No. 74666375

6.    Website: www.hemiwedge.com


                                   Exhibit A