Exhibit 10.2AGREEMENT AND PLAN OF MERGER          This Agreement And Plan Of Merger (“Agreement”) is made as of November 30, 2006, by AduddellIndustries, Inc., an Oklahoma corporation (“Aduddell”), Aduddell Merger, Inc., an Oklahomacorporation and a wholly-owned subsidiary of Aduddell (“Merger Sub”), and Brent AndersonAssociates, Inc., a Minnesota corporation (the “Company”), and Brent Anderson, an individualresident in Minnesota (the “Company Shareholder”).RECITALS          A. Upon the terms and subject to the conditions of this Agreement and in accordance with theOklahoma General Corporation Act (the “OGCA”), Aduddell and the Company intend to enterinto a business combination transaction by means of a merger between Merger Sub and the Company inwhich the Company will merge with and into Merger Sub, and Merger Sub will be the surviving entityand a wholly owned subsidiary of Aduddell, through an exchange of all the issued and outstandingshares of capital stock of the Company for shares of common stock of Aduddell and cash.          B. The Boards of Directors of each of the Company, Parent and Merger Sub have determined thatthe Merger (as defined in Section 1.1) is fair to, and in the best interests of, their respectivecompanies and their respective stockholders.          C. The parties intend, by executing this Agreement, to adopt a plan of reorganization withinthe meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).          NOW, THEREFORE, in consideration of the covenants, promises and representations set forthherein, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:AGREEMENT          The parties, intending to be legally bound, agree as follows:     1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referredto in this Section 1:          “Adjustments”—as set forth in Section 2.5.          “Applicable Contract”—any Contract (a) under which the Company has or may acquire anyrights, (b) under which the Company has or may become subject to any obligation or liability, or(c) by which the Company or any of the assets owned or used by it is or may become bound.          “Balance Sheet”—as defined in Section 3.4.
 

 
          “Best Efforts”—the efforts that a prudent Person desirous of achieving a result woulduse in similar circumstances to ensure that such result is achieved as expeditiously as possible.          “Breach”—a “Breach” of a representation, warranty, covenant, obligation, or otherprovision of this Agreement or any instrument delivered pursuant to this Agreement will be deemedto have occurred if there is or has been (a) any material inaccuracy in or material breach of, orany material failure to perform or comply with, such representation, warranty, covenant,obligation, or other provision, or (b) any claim (by any Person) or other occurrence orcircumstance that is or was materially inconsistent with such representation, warranty, covenant,obligation, or other provision, and the term “Breach” means any such inaccuracy, breach, failure,claim, occurrence, or circumstance.          “Aduddell”—as defined in the first paragraph of this Agreement.          “Aduddell Shares”—as defined in Section 3.2(d).          “Closing”—as defined in Section 2.3.          “Closing Date”—the date and time as of which the Closing actually takes place.          “Company”—as defined in the first paragraph of this Agreement.          “Company Shareholder”—as defined in the Recitals of this Agreement.          “Consent”—any approval, consent, ratification, waiver, or other authorization(including any Governmental Authorization).          “Contemplated Transactions”—all of the transactions contemplated by this Agreement,including the merger of the Company with and into Merger Sub               (a) the execution, delivery, and performance of the Employment Agreement, the Non-competitionAgreement and the Escrow Agreement; and               (b) the performance by Aduddell and Company of their respective covenants and obligationsunder this Agreement.          “Contract”—any agreement, contract, obligation, promise, or undertaking (whetherwritten or oral and whether express or implied) that is legally binding.          “Damages”—as defined in Section 10.2.          “Employment Agreements”—as defined in Section 2.4(a)(iii).          “Encumbrance”—any charge, claim, community property interest, condition, equitableinterest, lien, option, pledge, security interest, right of first refusal, or restriction of anykind, including any restriction on use, voting, transfer, receipt of income, or exercise of anyother attribute of ownership.
2

 
          “Environment”—soil, land surface or subsurface strata, surface waters (includingnavigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters,drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life,and any other environmental medium or natural resource.          “Environmental, Health, and Safety Liabilities”—any cost, damages, expense,liability, obligation, or other responsibility arising from or under Environmental Law orOccupational Safety and Health Law and consisting of or relating to:               (a) any environmental, health, or safety matters or conditions (including on-site or off-sitecontamination, occupational safety and health, and regulation of chemical substances or products);               (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings,damages, losses, claims, demands and response, investigative, remedial, or inspection costs andexpenses arising under Environmental Law or Occupational Safety and Health Law;               (c) financial responsibility under Environmental Law or Occupational Safety and Health Law forcleanup costs or corrective action, including any investigation, cleanup, removal, containment, orother remediation or response actions (“Cleanup”) required by applicable Environmental Law orOccupational Safety and Health Law (whether or not such Cleanup has been required or requested byany Governmental Body or any other Person) and for any natural resource damages; or               (d) any other compliance, corrective, investigative, or remedial measures required underEnvironmental Law or Occupational Safety and Health Law.          The terms “removal,” “remedial,” and “response action,” include the types of activitiescovered by the United States Comprehensive Environmental Response, Compensation, and Liability Act,42 U.S.C. § 9601 *et seq*., as amended (“CERCLA”).          “Environmental Law”—any Legal Requirement that requires or relates to:               (a) advising appropriate authorities, employees, and the public of intended or actual releasesof pollutants or hazardous substances or materials, violations of discharge limits, or otherprohibitions and of the commencements of activities, such as resource extraction or construction,that could have significant impact on the Environment;               (b) preventing or reducing to acceptable levels the release of pollutants or hazardoussubstances or materials into the Environment;               (c) reducing the quantities, preventing the release, or minimizing the hazardouscharacteristics of wastes that are generated;               (d) assuring that products are designed, formulated, packaged, and used so that they do notpresent unreasonable risks to human health or the Environment when used or disposed of;
3

 
               (e) protecting resources, species, or ecological amenities;               (f) reducing to acceptable levels the risks inherent in the transportation of hazardoussubstances, pollutants, oil, or other potentially harmful substances;               (g) cleaning up pollutants that have been released, preventing the threat of release, orpaying the costs of such clean up or prevention; or               (h) making responsible parties pay private parties, or groups of them, for damages done totheir health or the Environment, or permitting self-appointed representatives of the publicinterest to recover for injuries done to public assets.          “ERISA”—the Employee Retirement Income Security Act of 1974 or any successor law, andregulations and rules issued pursuant to that Act or any successor law.          “Escrow Agreement”—as defined in Section 2.4.          “Facilities”—any real property, leaseholds, or other interests currently owned oroperated by the Company and any buildings, plants, structures, or equipment (including motorvehicles, tank cars, and rolling stock) currently owned or operated by the Company.          “GAAP”—generally accepted United States accounting principles, applied on a basisconsistent with the basis on which the Balance Sheet and the other financial statements referred toin Section 3.4(b) were prepared.          “Governmental Authorization”—any approval, consent, license, permit, waiver, or otherauthorization issued, granted, given, or otherwise made available by or under the authority of anyGovernmental Body or pursuant to any Legal Requirement.          “Governmental Body”—any:               (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;               (b) federal, state, local, municipal, foreign, or other government;               (c) governmental or quasi-governmental authority of any nature (including any governmentalagency, branch, department, official, or entity and any court or other tribunal);               (d) multi-national organization or body; or               (e) body exercising, or entitled to exercise, any administrative, executive, judicial,legislative, police, regulatory, or taxing authority or power of any nature.          “Hazardous Activity”—the distribution, generation, handling, importing, management,manufacturing, processing, production, refinement, Release, storage, transfer, transportation,treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in,on, under, about, or from the Facilities or any part thereof into the
4

 
Environment, and any other act, business, operation, or thing that increases the danger, orrisk of danger, or poses an unreasonable risk of harm to persons or property on or off theFacilities, or that may materially affect the value of the Facilities or the Company.          “Hazardous Materials”—any waste or other substance that is listed, defined,designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or apollutant or a contaminant under or pursuant to any Environmental Law, including any admixture orsolution thereof, and specifically including petroleum and all derivatives thereof or syntheticsubstitutes therefor and asbestos or asbestos-containing materials.          “Intellectual Property Assets” —as defined in Section 3.22.          “Interim Balance Sheet”—as defined in Section 3.4.          “IRC”—the Internal Revenue Code of 1986 or any successor law, and regulations issuedby the IRS pursuant to the Internal Revenue Code or any successor law.          “IRS”—the United States Internal Revenue Service or any successor agency, and, to theextent relevant, the United States Department of the Treasury.     “Knowledge”— means actual knowledge or awareness as to a specified fact or eventof a Person that is an individual or of an executive officer or director of a Person thatis a corporation or of a Person in a similar capacity of an entity other than acorporation, or a prudent Person could be expected to discover or otherwise become aware ofsuch fact or other matter in the course of conducting a reasonably comprehensiveinvestigation concerning the existence of such fact or other matter.          “Legal Requirement”—any federal, state, local, municipal, foreign, international,multinational, or other administrative order, constitution, law, ordinance, principle of commonlaw, regulation, statute, or treaty.          “Occupational Safety and Health Law”—any Legal Requirement designed to provide safeand healthful working conditions and to reduce occupational safety and health hazards.          “Order”—any award, decision, injunction, judgment, order, ruling, subpoena, orverdict entered, issued, made, or rendered by any court, administrative agency, or otherGovernmental Body or by any arbitrator.          “Ordinary Course of Business”—an action taken by a Person will be deemed to have beentaken in the “Ordinary Course of Business” only if:               (a) such action is consistent with the past practices of such Person and is taken in theordinary course of the normal day-to-day operations of such Person;               (b) such action is not required to be authorized by the board of directors of such Person (orby any Person or group of Persons exercising similar authority); and
5

 
               (c) such action is similar in nature and magnitude to actions customarily taken, without anyauthorization by the board of directors (or by any Person or group of Persons exercising similarauthority), in the ordinary course of the normal day-to-day operations of other Persons that are inthe same line of business as such Person.          “Organizational Documents”—(a) the articles or certificate of incorporation and thebylaws of a corporation; (b) the partnership agreement and any statement of partnership of ageneral partnership; (c) the limited partnership agreement and the certificate of limitedpartnership of a limited partnership; (d) any charter or similar document adopted or filed inconnection with the creation, formation, or organization of a Person; and (e) any amendment to anyof the foregoing.          “Person”—any individual, corporation (including any non-profit corporation), generalor limited partnership, limited liability company, joint venture, estate, trust, association,organization, labor union, or other entity or Governmental Body.          “Plan”—as defined in Section 3.13.          “Proceeding”—any action, arbitration, audit, hearing, investigation, litigation, orsuit (whether civil, criminal, administrative, investigative, or informal) commenced, brought,conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.          “Related Person”—with respect to a particular individual:               (d) each other member of such individual’s Family;               (e) any Person that is directly or indirectly controlled by such individual or one or moremembers of such individual’s Family;               (f) any Person in which such individual or members of such individual’s Family hold(individually or in the aggregate) a Material Interest; and               (g) any Person with respect to which such individual or one or more members of suchindividual’s Family serves as a director, officer, partner, executor, or trustee (or in a similarcapacity).          With respect to a specified Person other than an individual:               (h) 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;               (i) any Person that holds a Material Interest in such specified Person;               (j) each Person that serves as a director, officer, partner, executor, or trustee of suchspecified Person (or in a similar capacity);               (k) any Person in which such specified Person holds a Material Interest;
6

 
               (l) any Person with respect to which such specified Person serves as a general partner or atrustee (or in a similar capacity); and               (m) any Related Person of any individual described in clause (b) or (c).          For purposes of this definition, (a) the “Family” of an individual includes (i) theindividual, (ii) the individual’s spouse, (iii) any other natural person who is related to theindividual or the individual’s spouse within the second degree, and (iv) any other natural personwho resides with such individual, and (b) “Material Interest” means direct or indirect beneficialownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securitiesor other voting interests representing at least 5% of the outstanding voting power of a Person orequity securities or other equity interests representing at least 10% of the outstanding equitysecurities or equity interests in a Person.          “Release”—any spilling, leaking, emitting, discharging, depositing, escaping,leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.          “Representative”—with respect to a particular Person, any director, officer,employee, agent, consultant, advisor, or other representative of such Person, including legalcounsel, accountants, and financial advisors.          “Securities Act”—the Securities Act of 1933 or any successor law, and regulations andrules issued pursuant to that Act or any successor law.          “Shares”—as defined in the Recitals of this Agreement.          “Subsidiary”—with respect to any Person (the “Owner”), any corporation or otherPerson of which securities or other interests having the power to elect a majority of thatcorporation’s or other Person’s board of directors or similar governing body, or otherwise havingthe power to direct the business and policies of that corporation or other Person (other thansecurities or other interests having such power only upon the happening of a contingency that hasnot occurred) are held by the Owner or one or more of its Subsidiaries; when used without referenceto a particular Person, “Subsidiary” means a Subsidiary of the Company.          “Tax Return”—any return (including any information return), report, statement,schedule, notice, form, or other document or information filed with or submitted to, or required tobe filed with or submitted to, any Governmental Body in connection with the determination,assessment, collection, or payment of any Tax or in connection with the administration,implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.          “Threat of Release”—a substantial likelihood of a Release that may require action inorder to prevent or mitigate damage to the Environment that may result from such Release.          “Threatened”—a claim, Proceeding, dispute, action, or other matter will be deemed tohave been “Threatened” if any demand or statement has been made (orally or in writing) or anynotice has been given (orally or in writing), or if any other event has occurred or any othercircumstances exist, that would lead a prudent Person to conclude that such a claim,
7

 
Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, orotherwise pursued in the future.     2. The Merger; Closing.          2.1The Merger**.** At the Effective Time (as defined in Section 2.2) and subject to and upon the terms andconditions of this Agreement and the applicable provisions of the OGCA*,*the Company shall be mergedwith and into Merger Sub (the “Merger”), the separate corporate existence of the Companyshall cease and Merger Sub shall continue as the surviving corporation. Merger Sub as thesurviving corporation after the Merger is hereinafter sometimes referred to as the “SurvivingCorporation.”          2.2 Effective Time; Closing**.** Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to beconsummated by filing with the Secretaries of State of the States of Oklahoma an Minnesota inaccordance with the relevant provisions of the OGCA and the Minnesota Business Corporation Act aCertificate of Merger (the “Certificate of Merger”) (the time of such filing with theSecretary of State of the State of Oklahoma, or such later time as may be agreed in writing byCompany and Parent and specified in the Certificate of Merger, being the “Effective Time”)as soon as practicable on or after the Closing Date (as herein defined). The term“Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may beamended from time to time. Unless this Agreement shall have been terminated pursuant to Sections9, the closing of the Merger (the “Closing”) shall take place at the offices of McAfee &Taft A Professional Corporation, at a time and date to be specified by the parties, which shall beno later than the second business day after the satisfaction or waiver of the conditions set forthin Sections 7 and 8, or at such other time, date and location as the parties hereto agree inwriting (the “Closing Date”). Closing signatures may be transmitted by facsimile.          2.3 Effect of the Merger**.** At the Effective Time, the effect of the Merger shall be as provided in this Agreement and theapplicable provisions of the OGCA. Without limiting the generality of the foregoing, and subjectthereto, at the Effective Time all the property, rights, privileges, powers and franchises of theCompany and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities andduties of the Company and Merger Sub shall become the debts, liabilities and duties of theSurviving Corporation.          2.4 Certificate of Incorporation; Bylaws**.**               (a)At the Effective Time, the Certificate of Incorporation of the MergerSub, a copy of which is attached hereto as Exhibit A, shall be the Certificate ofIncorporation of the Surviving Corporation.                (b) Also at the Effective Time, the Bylaws of the Merger Sub, a copy of which is attachedhereto as Exhibit B, shall be the Bylaws of the Surviving Corporation.
8

 
          2.5 Effect on Capital Stock**.** Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of theMerger and this Agreement and without any action on the part of Aduddell, Merger Sub, the Companyor the the Company Shareholder, the following shall occur:               (a) Conversion of Company Common Stock. Other than any shares to be canceledpursuant to Section 2.5(c), each share of capital stock of the Company (“Shares”) issued andoutstanding immediately prior to the Effective Time will be automatically converted (subjectto Section 2.5(f)) into the right to receive on the Closing :                    (i) a number of shares of common stock of Aduddell equal to $2,000,000divided by the average of the closing sales prices for the 30 trading dayspreceding the Closing Date (but not less than $1.00) ;                    (ii) the sum of One Hundred Fifty Thousand Dollars ($150,000) to theescrow agent pursuant to the Escrow Agreement in the form attachedhereto as Exhibit _____ by bank cashier’s or certified check along;                    (iii) One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) by bank cashier’s orcertified check payable to the order of, or by wire transfer to accounts specified by, CompanyShareholder,                    (iv) the right to receive a number of shares of common stock of Aduddellequal to Two Million Five Hundred Sixty Five Thousand Dollars $2,565,000divided by the average of the closing sales prices for the 30 trading dayspreceding the date of issuance of the certificates (but not less than$1.00), subject to adjustment as set forth in below. Subject to theadjustments as set forth below, certificates for the additional shares shallbe issued on January 10 of each of the years as follows. 2007 $1,166,667,2008 $231,666 and 2009 $1,166,667.          Adjustment Procedure.          Share payments under Subsection (a)(iii) above to be made upon the achievement ofthe following sales targets with historically comparable gross margins: 2007 $24,000,000 above current Aduddell Restoration Divisionalrevenue of $7,500,000  2008 10% increase over combined previous year for Anderson DivisionPartial payment may be earned for each period as follows:$2,000,000 short of goal pays 75% of total
9

 
$2,000,001 to $4.000,000 short of goal pays 50% of total$4,000,001 to $6,000,000 short of goal pays 25% of total               (b) Certificates for Shares. Subject to Section 2.5(a)(iv), the amount ofcash and certificates representing the shares of Aduddell Common Stock issuable withrespect to certificates for shares of Company Common Stock (“Certificates”) shall be issuedto the holders of the shares of Company Common Stock upon surrender of the Certificatesrepresenting such shares in the manner provided in Section 2.6 (or in the case of a lost,stolen or destroyed certificate, upon delivery of an affidavit in the manner provided inSection 2.8).                (c) Adjustments to Exchange Ratios. Subject to Section 2.5(a)(iv), the numbers ofAduddell Common Stock and amounts of cash that the holders of the Company Common Stock areentitled to receive as a result of the Merger shall be equitably adjusted to reflectappropriately the effect of any stock split, reverse stock split, stock dividend (includingany dividend or distribution of securities convertible into Aduddell Common Stock orCompany Common Stock), extraordinary cash dividends, reorganization, recapitalization,reclassification, combination, exchange of shares or other like change with respect toAduddell Common Stock or Company Common Stock occurring on or after the date hereof andprior to the Effective Time.          2.6 Surrender of Certificates**.**               (a) Exchange Procedures. Upon surrender of Certificates at the Closing, theholders of such Certificates shall receive in exchange therefore such amounts of cash andcertificates representing the number of shares of Parent Common Stock into which their shares of Company Common Stock shall be converted at the Effective Time, and theCertificates so surrendered shall forthwith be canceled. Until so surrendered, outstandingCertificates will be deemed, from and after the Effective Time, to evidence only the rightto receive the applicable amount of cash and number of shares of Parent Common Stockissuable pursuant to Section 1.6(a).                (b) Distributions With Respect to Unexchanged Shares. No dividends or otherdistributions declared or made after the date of this Agreement with respect to ParentCommon Stock with a record date after the Effective Time will be paid to the holders of anyunsurrendered Certificates with respect to the shares of Parent Common Stock to be issuedupon surrender thereof until the holders of record of such Certificates shall surrendersuch Certificates. Subject to applicable law, following surrender of any such Certificates,Aduddell shall promptly deliver to the record holders thereof, without interest, the cashand certificates representing shares of Aduddell Common Stock issued
10

 
 in exchange therefor and the amount of any such dividends or other distributionswith a record date after the Effective Time theretofore paid with respect to such shares ofParent Common Stock.                (c) Required Withholding. Each of Aduddell and the Surviving Corporation shall beentitled to deduct and withhold from any consideration payable or otherwise deliverablepursuant to this Agreement to any holder or former holder of Company Common Stock suchamounts as are required to be deducted or withheld therefrom under the Code or under anyprovision of state, local or foreign tax law or under any other applicable legalrequirement. To the extent such amounts are so deducted or withheld, such amounts shall betreated for all purposes under this Agreement as having been paid to the person to whomsuch amounts would otherwise have been paid.                (d) No Liability. Notwithstanding anything to the contrary in this Section 2.6,neither Aduddell, the Surviving Corporation, the Company nor any party hereto shall beliable to a holder of shares of Parent Common Stock or Company Common Stock for any amountproperly paid to a public official pursuant to any applicable abandoned property, escheator similar law.           2.7 No Further Ownership Rights in Company Stock. All cash and shares of ParentCommon Stock issued in accordance with the terms hereof shall be deemed to have been issued infull satisfaction of all rights pertaining to such shares of Company Common Stock and there shallbe no further registration of transfers on the records of the Surviving Corporation of shares ofCompany Common Stock that were outstanding immediately prior to the Effective Time. If, afterthe Effective Time, Certificates are presented to the Surviving Corporation for any reason, theyshall be canceled and exchanged as provided in this Article I.          2.7 Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization withinthe meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a “plan ofreorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United StatesIncome Tax Regulations.          2.8 Taking of Necessary Action; Further Action**.** If, at any time after the Effective Time, any further action is necessary or desirable tocarry out the purposes of this Agreement and to vest the Surviving Corporation with full right,title and possession to all assets, property, rights, privileges, powers and franchises of theCompany and Merger Sub, the officers and directors of the Company and Merger Sub will take all suchlawful and necessary action.          2.9 Rule 145**.**All shares of Parent Common Stock issued pursuant to this Agreementbe subject to certain resale restrictions under Rule 145 promulgated under the Securities Act andall certificates representing such shares shall bear an appropriate restrictive legend.          2.10 Stockholder Matters.
11

 
               (a) By his execution of this Agreement, Company Stockholder, in his capacity as astockholder of the Company, hereby approves and adopts this Agreement and authorizes theCompany, its directors and officers to take all actions necessary for the consummation ofthe Merger and the other transactions contemplated hereby pursuant to the terms of thisAgreement and its exhibits. Such execution shall be deemed to be action taken by theirrevocable written consent of each Stockholder for purposes of Section 302A.441, MinnesotaStatutes 2006.               (b) Company Stockholder represents and warrants as follows: (i) all Aduddell CommonStock to be acquired by Company Stockholder pursuant to this Agreement will be acquired forhis account and not with a view towards distribution; (ii) he understands that he must bearthe economic risk of the investment in the Aduddell Common Stock, which cannot be sold byhim unless it is registered under the Securities Act, or an exemption therefrom is availablethereunder; (iii) he, has had both the opportunity to ask questions and receive answers fromthe officers and directors of Aduddell and all persons acting on Aduddell’s behalfconcerning the business and operations of Aduddell and to obtain any additional informationto the extent Aduddell possesses or may possess such information or can acquire it withoutunreasonable effort or expense necessary to verify the accuracy of such information; and(iv) he has had access to the Aduddell SEC Reports filed prior to the date of thisAgreement. Company Stockholder acknowledges that (v) he is an “accredited investor” as suchterm is defined in Rule 501(a) promulgated under the Securities Act and (vi) he understandsthat the certificates representing the Aduddell Common Stock to be received by him may beara legend to the effect that the Aduddell Common Stock may not be transferred except uponcompliance with the registration requirements of the Securities Act (or an exemptiontherefrom).          2.11 Closing. The closing of the Contemplated Transactions (the “Closing”) willtake place at the offices of Aduddell’s counsel at Two Leadership Square, 10th Floor,Oklahoma City, Oklahoma 73102, or at other places as agreed to at 10:00 a.m. (local time) onDecember ___, 2006. Subject to the provisions of Section 9, failure to consummate the purchase andsale provided for in this Agreement on the date and time and at the place determined pursuant tothis Section 2.11 will not result in the termination of this Agreement and will not relieve anyparty of any obligation under this Agreement.          2.12 Closing Obligations. At the Closing:               (a) The Company and the Company Stockholder will deliver or cause to be delivered toAduddell all certificates, instruments and documents required by this Agreement, including but notlimited to:                    (i) an employment agreement in the form attached hereto executed by the Company Shareholder(the “Employment Agreement”);                    (ii) a certificate executed by the Company and the Company Stockholder representing andwarranting to Aduddell that each of the Company’s and the Company’s Stockholder representations andwarranties in this Agreement was accurate in all
12

 
respects as of the date of this Agreement and is accurate in all respects as of the ClosingDate as if made on the Closing Date; and                    (iii) a Non-competition Agreement in the form attached hereto.               (b) Aduddell will deliver to the Company or the Company Shareholder as the case may be:                    (i) a certificate executed by Aduddell to the effect that, except as otherwise stated in suchcertificate, each of Aduddell’s representations and warranties in this Agreement was accurate inall respects as of the date of this Agreement and is accurate in all respects as of the ClosingDate as if made on the Closing Date; and                    (ii) the Employment Agreement, executed by Aduddell.                    (iii) Aduddell and the Company will enter into an escrow agreement in a form acceptable toAduddell and the Company (the “Escrow Agreement”) with Bank of Oklahoma.     3. Representations and Warranties of the Company and the Company Shareholder. TheCompany and the Company Shareholder represent and warrant to Aduddell as follows:          3.1 Organization And Good Standing.               (c) The Company is a corporation duly organized, validly existing, and in good standing underthe laws of its jurisdiction of incorporation, with full corporate power and authority to conductits business as it is now being conducted, to own or use the properties and assets that it purportsto own or use, and to perform all its obligations under Applicable Contracts. The Company is dulyqualified to do business as a foreign corporation and is in good standing under the laws of eachstate or other jurisdiction in which either the ownership or use of the properties owned or used byit, or the nature of the activities conducted by it, requires such qualification.               (d) The Company has delivered to Aduddell copies of the Organizational Documents of theCompany, as currently in effect.          3.2 Authority; No Conflict.               (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and theCompany Stockholder, enforceable against the Company and the Company Stockholder in accordance withits terms. Upon the execution and delivery by Company and the Company Stockholder of the EscrowAgreement the Non-Competition Agreement and the Employment Agreement (collectively, the “Company’sand the Company Stockholder’s Closing Documents”), the Company’s and the Company Stockholder’sClosing Documents will constitute the legal, valid, and binding obligations of the Company and theCompany Stockholder’s, enforceable against the Company and the Company Stockholder in accordancewith their respective terms. The Company and the Company Stockholder has the absolute andunrestricted right, power, authority, and capacity to execute and deliver this Agreement and the
13

 
Company’s and the Company Stockholder’s Closing Documents and to perform its obligationsunder this Agreement and the Company’s and the Company Stockholder’s Closing Documents.               (b) Except as otherwise noted herein, neither the execution and delivery of this Agreement northe consummation or performance of any of the Contemplated Transactions will, directly orindirectly (with or without notice or lapse of time):                    (i) contravene, conflict with, or result in a violation of (A) any provision of theOrganizational Documents of the Company, or (B) any resolution adopted by the board of directors orthe stockholders of the Company;                    (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body orother Person the right to challenge any of the Contemplated Transactions or to exercise any remedyor obtain any relief under, any Legal Requirement or any Order to which the Company or any of theassets owned or used by the Company, may be subject;                    (iii) contravene, conflict with, or result in a violation of any of the terms or requirementsof, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, ormodify, any Governmental Authorization that is held by the Company or that otherwise relates to thebusiness of, or any of the assets owned or used by, the Company;                    (iv) cause Aduddell or the Company to become subject to, or to become liable for the paymentof, any Tax;                    (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxingauthority or other Governmental Body;                    (vi) contravene, conflict with, or result in a violation or breach of any provision of, orgive any Person the right to declare a default or exercise any remedy under, or to accelerate thematurity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or                    (vii) result in the imposition or creation of any Encumbrance upon or with respect to any ofthe assets owned or used by the Company.          Neither the Company Shareholder nor the Company is or will be required to give any notice toor obtain any Consent from any Person in connection with the execution and delivery of thisAgreement or the consummation or performance of any of the Contemplated Transactions. Failure toobtain will cause a material adverse effect.          3.3 Capitalization. The Shares constitute all of the issued andoutstanding capital stock of the Company. The Company Shareholder is and will be onthe Closing Date the record and beneficial owner and holder of the Shares, free andclear of all Encumbrances No legend or other reference to any purportedEncumbrance appears upon any certificate representing the Shares. All of the Shareshave been duly authorized and validly issued and are fully paid and nonassessable.There are no Contracts relating to the issuance, sale, or transfer of any of theShares. None of the Shares was issued in violation of the Securities Act or anyother
14

 
Legal Requirement. The Company does not own, or have any Contract to acquire, any equitysecurities or other securities of any Person or any direct or indirect equity or ownership interestin any other business.          3.4 Financial Statements. The Company has delivered to Aduddell: audited consolidatedbalance sheets of the Company as at March 31, 2006 (including the notes thereto, the “BalanceSheet”) and in each of the years 2003 through 2005, and the related audited consolidatedstatements of income, changes in stockholders’ equity, and cash flow for each of the fiscal yearsthen ended, together with the report thereon of Ocel, Heimer & Lindsey Ltd., independent certifiedpublic accountants, and (b) an unaudited consolidated balance sheet of the Acquired Companies as atSeptember 30, 2006 (the “Interim Balance Sheet”) and the related unaudited consolidated statementsof income, changes in stockholders’ equity, and cash flow for the six months then ended, includingin each case the notes thereto. Such financial statements and notes fairly present the financialcondition and the results of operations, changes in stockholders’ equity, and cash flow of theCompany as at the respective dates of and for the periods referred to in such financial statements,all in accordance with GAAP, subject, in the case of interim financial statements, to normalrecurring year-end adjustments (the effect of which will not, individually or in the aggregate, bematerially adverse) and the absence of notes (that, if presented, would not differ materially fromthose included in the Balance Sheet); the financial statements referred to in this Section 3.4reflect the consistent application of such accounting principles throughout the periods involved,except as disclosed in the notes to such financial statements. No financial statements of anyPerson other than the Company is required by GAAP to be included in the consolidated financialstatements of the Company.          3.5 Books and Records. The books of account, minute books, stock record books, andother records of the Company, all of which have been made available to Aduddell, are complete andcorrect and have been maintained in accordance with sound business practices. At the Closing, allof those books and records will be in the possession of the Company.          3.6 Title to Properties; Encumbrances. The Company owns (subject only to the matterspermitted by the following sentence) all the properties and assets (whether tangible or intangible)that they purport to own located in the facilities owned or operated by the Company or reflected asowned in the books and records of the Company, including all of the properties and assets reflectedin the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leasesand personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, asthe case may be, in the Ordinary Course of Business.) All material properties and assets reflectedin the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances except(a) security interests shown on the Balance Sheet or the Interim Balance Sheet as securingspecified liabilities or obligations, with respect to which no default (or event that, with noticeor lapse of time or both, would constitute a default) exists, and (b) security interests incurredin connection with the purchase of property or assets after the date of the Interim Balance Sheet(such security interests being limited to the property or assets so acquired), with respect towhich no default (or event that, with notice or lapse of time or both, would constitute a default)exists.          3.7 Condition and Sufficiency of Assets. The equipment of the Company is in goodoperating condition and repair, and is adequate for the uses to which it is being put, and
15

 
none of such equipment is in need of maintenance or repairs except for ordinary, routinemaintenance and repairs that are not material in nature or cost. The building, plants, structures,and equipment owned or used by the Company are sufficient for the continued conduct of theCompany’s businesses after the Closing in substantially the same manner as conducted prior to theClosing.          3.8 Accounts Receivable. All accounts receivable of the Company that are reflected on the Balance Sheet or theInterim Balance Sheet or on the accounting records of the Company as of the Closing Date(collectively, the “Accounts Receivable”) represent or will represent valid obligations arisingfrom sales actually made or services actually performed in the Ordinary Course of Business. Unlesspaid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Dateconsidered current and collectible net of the respective reserves shown on the Balance Sheet or theInterim Balance Sheet or on the accounting records of the Company as of the Closing Date (whichreserves are adequate and calculated consistent with past practice and, in the case of the reserveas of the Closing Date, will not represent a greater percentage of the Accounts Receivable as ofthe Closing Date than the reserve reflected in the Interim Balance Sheet represented of theAccounts Receivable reflected therein and will not represent a material adverse change in thecomposition of such Accounts Receivable in terms of aging). There is no contest, claim, or rightof set-off, other than returns in the Ordinary Course of Business, under any Contract with anyobligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable.          3.9 Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet or the InterimBalance Sheet, consists of a quality and quantity usable and salable in the Ordinary Course ofBusiness, except for obsolete items and items of below-standard quality, all of which have beenwritten off or written down to net realizable value in the Balance Sheet or the Interim BalanceSheet or on the accounting records of the Company as of the Closing Date, as the case may be. Allinventories not written off have been priced at the lower of cost or market. The quantities of eachitem of inventory (whether raw materials, work-in-process, or finished goods) are not excessive,but are reasonable in the present circumstances of the Acquired Companies.          3.10 No Undisclosed Liabilities. To the best of the Company’s and the Company Shareholder’s Knowledge, the Company has noliabilities or obligations except for liabilities or obligations reflected or reserved against inthe Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the OrdinaryCourse of Business since the respective dates thereof.          3.11 Taxes.               (a) The Company has filed or caused to be filed all Tax Returns that are or were required to befiled by or with respect to any of them, either separately or as a member of a group ofcorporations, pursuant to applicable Legal Requirements. The Company has delivered to Aduddellcopies of all such Tax Returns filed since 2003. The Company has paid, or made provision for thepayment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise,or pursuant to any assessment received by the Company Shareholder or the Company.
16

 
               (b) Neither the Company Shareholder nor Company has given or been requested to givewaivers or extensions (or is or would be subject to a waiver or extension given by any otherPerson) of any statute of limitations relating to the payment of Taxes of the Company or for whichthe Company may be liable.               (c) The charges, accruals, and reserves with respect to Taxes on the books of the Company areadequate (determined in accordance with GAAP) and are at least equal to the Company’s liability forTaxes. There exists no proposed tax assessment against the Company except as disclosed in theBalance Sheet. No consent to the application of Section 341(f)(2) of the IRC has been filed withrespect to any property or assets held, acquired, or to be acquired by the Company. All Taxes thatthe Company is or was required by Legal Requirements to withhold or collect have been duly withheldor collected and, to the extent required, have been paid to the proper Governmental Body or otherPerson.               (d) All Tax Returns filed by (or that include on a consolidated basis) the Company are true,correct, and complete. There is no tax sharing agreement that will require any payment by theCompany after the date of this Agreement. The Company is not, or within the five-year periodpreceding the Closing Date has not been, an “S” corporation          3.12 No Material Adverse Change. Since the date of the Balance Sheet, there has notbeen any material adverse change in the business, operations, properties, prospects, assets, orcondition of the Company, and no event has occurred or circumstance exists that may result in sucha material adverse change.          3.13 Employee Benefits.               (a) As used in this Section 3.13, the following terms have the meanings set forth below.          “Company Other Benefit Obligation” means an Other Benefit Obligation owed, adopted, orfollowed by the Company or an ERISA Affiliate of an Acquired Company.          “Company Plan” means all Plans of which the Company or an ERISA Affiliate of theCompany is or was a Plan Sponsor, or to which the Company or an ERISA Affiliate of the Companyotherwise contributes or has contributed, or in which the Company or an ERISA Affiliate of theCompany otherwise participates or has participated. All references to Plans are to Company Plansunless the context requires otherwise.          “ERISA Affiliate” means, with respect to the Company, any other person that, togetherwith the Company, would be treated as a single employer under IRC § 414.          “Multi-Employer Plan” has the meaning given in ERISA § 3(37)(A).          “Other Benefit Obligations” means all obligations, arrangements, or customarypractices, whether or not legally enforceable, to provide benefits, other than salary, ascompensation for services rendered, to present or former directors, employees, or agents, otherthan obligations, arrangements, and practices that are Plans. Other Benefit Obligationsinclude consulting agreements under which the compensation paid does not depend upon the amount of
17

 
service rendered, sabbatical policies, severance payment policies, and fringe benefits within themeaning of IRC § 132.          “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.          “Pension Plan” has the meaning given in ERISA § 3(2)(A).          “Plan” has the meaning given in ERISA § 3(3).          “Plan Sponsor” has the meaning given in ERISA § 3(16)(B).          “Qualified Plan” means any Plan that meets or purports to meet the requirements ofIRC § 401(a).          “Title IV Plans” means all Pension Plans that are subject to Title IV of ERISA, 29U.S.C. § 1301 et seq., other than Multi-Employer Plans.          “Welfare Plan” has the meaning given in ERISA § 3(1).               (b) The Company or the Company Shareholder has delivered to Aduddell, or will deliver toAduddell within ten days of Aduddell’s written request therefor:                    (i) to the extent they are in the Company’s’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, all documents that set forth the terms of eachCompany Plan and Company Other Benefit Obligation, and of any related trust, including (A) all plandescriptions and summary plan descriptions of Company Plans for which the Company is required toprepare, file, and distribute plan descriptions and summary plan descriptions, and (B) allsummaries and descriptions furnished to participants and beneficiaries regarding Company Plans andCompany Other Benefit Obligations for which a plan description or summary plan description is notrequired;                    (ii) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, all personnel, payroll, and employment manualsand policies;                    (iii) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, all collective bargaining agreements pursuantto which contributions have been made or obligations incurred (including both pension and welfarebenefits) by the Company and the ERISA Affiliates of the Company, and all collective bargainingagreements pursuant to which contributions are being made or obligations are owed by such entities;                    (iv) a written description of any Company Plan or Company Other Benefit Obligation that is nototherwise in writing;
18

 
                    (v) to the extent they are in the Company’s possession or under the Company’s control, allregistration statements filed with respect to any Company Plan;                    (vi) to the extent they are in the Company’s possession or under the Company’s control, allinsurance policies purchased by or to provide benefits under any Company Plan;                    (vii) to the extent they are in the Company’s possession or under the Company’s control, allcontracts with third party administrators, actuaries, investment managers, consultants, and otherindependent contractors that relate to any Company Plan or Company Other Benefit Obligation;                    (viii) to the extent they are in the Company’s possession or under the Company’s control, allreports submitted within the four years preceding the date of this Agreement by third partyadministrators, actuaries, investment managers, consultants, or other independent contractors withrespect to any Company Plan or Company Other Benefit Obligation;                    (ix) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, all notifications to employees of their rightsunder ERISA § 601 et seq. and IRC § 4980B;                    (x) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, the Form 5500 filed in each of the most recentthree plan years with respect to each Company Plan, including all schedules thereto and theopinions of independent accountants;                    (xi) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, all notices that were given by the Company orany ERISA Affiliate of the Company or any Company Plan to the IRS, the PBGC, or any participant orbeneficiary, pursuant to statute, within the four years preceding the date of this Agreement,including notices that are expressly mentioned elsewhere in this Section 3.13;                    (xii) to the extent they are in the Company’s or the Company Shareholder’s possession or underte Company’s or the Company Shareholder’s control, all notices that were given by the IRS, thePBGC, or the Department of Labor to the Company, any ERISA Affiliate of the Company, or any CompanyPlan within the four years preceding the date of this Agreement;                    (xiii) to the extent they are in the Company’s or the Company Shareholder’s possession orunder the Company’s or the Company Shareholder’s control, with respect to Qualified Plans, the mostrecent determination letter for each Plan of the Company that is a Qualified Plan; and                    (xiv) to the extent they are in the Company’s or the Company Shareholder’s possession or underthe Company’s or the Company Shareholder’s control, with respect to Title IV Plans, the FormPBGC-1 filed for each of the three most recent plan years.
19

 
As to any of the requested items referenced in this subparagraph (b) that are not in the Company’spossession or under the Company’s control, the Company and the Company Shareholder shall use theirbest efforts to obtain and provide such items to Aduddell.               (c) As follows:                    (i) The Company has performed all of its obligations under all Company Plans and Company OtherBenefit Obligations. The Company has made appropriate entries in its financial records andstatements for all obligations and liabilities under such Plans, and Obligations that have accruedbut are not due.                    (ii) No statement, either written or oral, has been made by the Company to any Person withregard to any Plan or Other Benefit Obligation that was not in accordance with the Plan or OtherBenefit Obligation and that could have an adverse economic consequence to the Company or toAduddell.                    (iii) The Company, with respect to all Company Plans and Company Other Benefits Obligations,is, and each Company Plan and Company Other Benefit Obligation is, in full compliance with ERISA,the IRC, and other applicable Laws including the provisions of such Laws expressly mentioned inthis Section 3.13, and with any applicable collective bargaining agreement.                         (A) No transaction prohibited by ERISA § 406 and no “prohibited transaction” under IRC §4975(c) have occurred with respect to any Company Plan.                         (B) Neither the Company Shareholder nor the Company has any liability to the IRS with respectto any Plan, including any liability imposed by Chapter 43 of the IRC.                         (C) Neither the Company Shareholder nor the Company has any liability to the PBGC with respectto any Plan or has any liability under ERISA § 502 or § 4071.                         (D) All filings required by ERISA and the IRC as to each Plan have been timely filed, and allnotices and disclosures to participants required by either ERISA or the IRC have been timelyprovided.                         (E) All contributions and payments made or accrued with respect to all Company Plans andCompany Other Benefit Obligations are deductible under IRC § 162 or § 404. No amount, or any assetof any Company Plan, is subject to tax as unrelated business taxable income.                    (iv) Each Company Plan can be terminated within thirty days, without payment of any additionalcontribution or amount and without the vesting or acceleration of any benefits promised by suchPlan.                    (v) Since December 31, 2005, there has been no establishment or amendment of any Company Planor Company Other Benefit Obligation.
20

 
                    (vi) No event has occurred or circumstance exists that could result in a material increase inpremium costs of Company Plans and Company Other Benefit Obligations that are insured, or amaterial increase in benefit costs of such Plans and Obligations that are self-insured.                    (vii) Other than claims for benefits submitted by participants or beneficiaries, no claimagainst, or legal proceeding involving, any Company Plan or Company Other Benefit Obligation ispending or, to the Company Shareholder’s Knowledge, is Threatened.                    (viii) No Company Plan is a stock bonus, pension, or profit-sharing plan within the meaning ofIRC § 401(a).                    (ix) Each Qualified Plan of the Company is qualified in form and operation under IRC § 401(a);each trust for each such Plan is exempt from federal income tax under IRC § 501(a). No event hasoccurred or circumstance exists that will or could give rise to disqualification or loss oftax-exempt status of any such Plan or trust.                    (x) The Company and each ERISA Affiliate of the Company has met the minimum funding standard,and has made all contributions required, under ERISA § 302 and IRC § 402.                    (xi) No Company Plan is subject to Title IV of ERISA.                    (xii) The Company has paid all amounts due to the PBGC pursuant to ERISA § 4007.                    (xiii) Neither the Company nor any ERISA Affiliate of the Company has ceased operations at anyfacility or has withdrawn from any Title IV Plan in a manner that would subject the Company toliability under ERISA § 4062(e), § 4063, or § 4064.                    (xiv) Neither the Company nor any ERISA Affiliate of the Company has filed a notice of intentto terminate any Plan or has adopted any amendment to treat a Plan as terminated. The PBGC has notinstituted proceedings to treat any Company Plan as terminated. No event has occurred orcircumstance exists that may constitute grounds under ERISA § 4042 for the termination of, or theappointment of a trustee to administer, any Company Plan.                    (xv) No amendment has been made, or is reasonably expected to be made, to any Plan that hasrequired or could require the provision of security under ERISA § 307 or IRC § 401(a)(29).                    (xvi) No accumulated funding deficiency, whether or not waived, exists with respect to anyCompany Plan; no event has occurred or circumstance exists that may result in an accumulatedfunding deficiency as of the last day of the current plan year of any such Plan.
21

 
                    (xvii) The actuarial report for each Pension Plan of the Company and each ERISA Affiliate ofthe Company fairly presents the financial condition and the results of operations of each such Planin accordance with GAAP.                    (xviii) Since the last valuation date for each Pension Plan of the Company and each ERISAAffiliate of the Company, no event has occurred or circumstance exists that would increase theamount of benefits under any such Plan or that would cause the excess of Plan assets over benefitliabilities (as defined in ERISA § 4001) to decrease, or the amount by which benefit liabilitiesexceed assets to increase.                    (xix) No reportable event (as defined in ERISA § 4043 and in regulations issued thereunder)has occurred.                    (xx) Neither the Company Shareholder nor the Company has Knowledge of any facts orcircumstances that may give rise to any liability of the Company Shareholder, the Company, orAduddell to the PBGC under Title IV of ERISA.                    (xxi) Neither the Company nor any ERISA Affiliate of the Company has ever established,maintained, or contributed to or otherwise participated in, or had an obligation to maintain,contribute to, or otherwise participate in, any Multi-Employer Plan.                    (xxii) Neither the Company nor any ERISA Affiliate of the Company has withdrawn from anyMulti-Employer Plan with respect to which there is any outstanding liability as of the date of thisAgreement. No event has occurred or circumstance exists that presents a risk of the occurrence ofany withdrawal from, or the participation, termination, reorganization, or insolvency of, anyMulti-Employer Plan that could result in any liability of either the Company or Aduddell to aMulti-Employer Plan.                    (xxiii) Neither the Company nor any ERISA Affiliate of the Company has received notice fromany Multi-Employer Plan that it is in reorganization or is insolvent, that increased contributionsmay be required to avoid a reduction in plan benefits or the imposition of any excise tax, or thatsuch Plan intends to terminate or has terminated.                    (xxiv) No Multi-Employer Plan to which the Company or any ERISA Affiliate of the Companycontributes or has contributed is a party to any pending merger or asset or liability transfer oris subject to any proceeding brought by the PBGC.                    (xxv) Except to the extent required under ERISA § 601 et seq. and IRC § 4980B, the Companydoes not provide health or welfare benefits for any retired or former employee and is not obligatedto provide health or welfare benefits to any active employee following such employee’s retirementor other termination of service.                    (xxvi) The Company has the right to modify and terminate benefits to retirees (other thanpensions) with respect to both retired and active employees.                    (xxvii) The Company Shareholder and the Company have complied with the provisions of ERISA §601 et seq. and IRC § 4980B.
22

 
                    (xxviii) No payment that is owed or may become due to any director, officer, employee, oragent of the Company will be non-deductible to the Company or subject to tax under IRC § 280G or §4999; nor will the Company be required to “gross up” or otherwise compensate any such personbecause of the imposition of any excise tax on a payment to such person.                    (xxix) The consummation of the Contemplated Transactions will not result in the payment,vesting, or acceleration of any benefit.          3.14 Compliance With Legal Requirements; Governmental Authorizations.               (a) As follows:                    (i) The Company is in full compliance with each Legal Requirement that is or was applicable toit or to the conduct or operation of its business or the ownership or use of any of its assets;                    (ii) no event has occurred or circumstance exists that (with or without notice or lapse oftime) (A) may constitute or result in a violation by the Company of, or a failure on the part ofthe Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on thepart of the Company to undertake, or to bear all or any portion of the cost of, any remedial actionof any nature; and                    (iii) the Company has not received any notice or other communication (whether oral or written)from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, orpotential violation of, or failure to comply with, any Legal Requirement, or (B) any actual,alleged, possible, or potential obligation on the part of the Company to undertake, or to bear allor any portion of the cost of, any remedial action of any nature.               (b) To the best of the Company’s or the Company Shareholder’s Knowledge, all GovernmentalAuthorizations necessary to carry on the Company’s business in its present form and to permit theCompany to own and use its assets in the manner in which it currently owns and uses such assets arevalid and in full force and effect. To the best of the Company’s or the Company Shareholder’sKnowledge:                    (i) the Company is in full compliance with all of the terms and requirements of eachGovernmental Authorization;                    (ii) no event has occurred or circumstance exists that may (with or without notice or lapse oftime) (A) constitute or result directly or indirectly in a violation of or a failure to comply withany term or requirement of any Governmental Authorization, or (B) result directly or indirectly inthe revocation, withdrawal, suspension, cancellation, or termination of, or any modification to,any Governmental Authorization;                    (iii) the Company has not received any notice or other communication (whether oral or written)from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, orpotential violation of or failure to comply with any
23

 
term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible,or potential revocation, withdrawal, suspension, cancellation, termination of, or modification toany Governmental Authorization; and                    (iv) all applications required to have been filed for the renewal of the GovernmentalAuthorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, andall other filings required to have been made with respect to such Governmental Authorizations havebeen duly made on a timely basis with the appropriate Governmental Bodies.          3.15 Legal Proceedings; Orders.               (a) To the best of the Company’s or the Company Shareholder’s Knowledge, there is no pendingProceeding:                    (i) that has been commenced by or against the Company or that otherwise relates to or mayaffect the business of, or any of the assets owned or used by, the Company; or                    (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, orotherwise interfering with, any of the Contemplated Transactions.               (b) To the Knowledge of the Company Shareholder and the Company, (1) no such Proceeding hasbeen Threatened, and (2) no event has occurred or circumstance exists that may give rise to orserve as a basis for the commencement of any such Proceeding..               (c) To the best of the Company’s or the Company Shareholder’s Knowledge:                    (i) there is no Order to which the Company, or any of the assets owned or used by the Company,is subject;                    (ii) Neither the Company nor Company Shareholder is subject to any Order that relates to thebusiness of, or any of the assets owned or used by, the Company; and                    (iii) no officer, director, agent, or employee of the Company is subject to any Order thatprohibits such officer, director, agent, or employee from engaging in or continuing any conduct,activity, or practice relating to the business of the Company.               (d) To the best of the Company Shareholder’s Knowledge:                    (i) the Company is in full compliance with all of the terms and requirements of each Order towhich it, or any of the assets owned or used by it, is or has been subject;                    (ii) no event has occurred or circumstance exists that may constitute or result in (with orwithout notice or lapse of time) a violation of or failure to comply
24

 
with any term or requirement of any Order to which the Company, or any of the assets owned orused by the Company, is subject; and                    (iii) the Company has not received any notice or other communication (whether oral or written)from any Governmental Body or any other Person regarding any actual, alleged, possible, orpotential violation of, or failure to comply with, any term or requirement of any Order to whichthe Company, or any of the assets owned or used by the Company, is or has been subject.          3.16 Absence of Certain Changes and Events. To the best of the Company’s and theCompany Shareholder’s Knowledge, since the date of the Balance Sheet, the Company has conducted itsbusiness only in the Ordinary Course of Business and there has not been any:               (a) change in the Company’s authorized or issued capital stock; grant of any stock option orright to purchase shares of capital stock of the Company; issuance of any security convertible intosuch capital stock; grant of any registration rights; purchase, redemption, retirement, or otheracquisition by the Company of any shares of any such capital stock; or declaration or payment ofany dividend or other distribution or payment in respect of shares of capital stock;               (b) amendment to the Organizational Documents of the Company;               (c) payment or increase by the Company of any bonuses, salaries, or other compensation to anystockholder, director, officer, or (except in the Ordinary Course of Business) employee or entryinto any employment, severance, or similar Contract with any director, officer, or employee;               (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus,deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan foror with any employees of the Company;               (e) damage to or destruction or loss of any asset or property of the Company, whether or notcovered by insurance, materially and adversely affecting the properties, assets, business,financial condition, or prospects of the Company, taken as a whole;               (f) entry into, termination of, or receipt of notice of termination of (i) any license,distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii)any Contract or transaction involving a total remaining commitment by or to the Company of at least$5,000;               (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or otherdisposition of any asset or property of the Company or mortgage, pledge, or imposition of any lienor other encumbrance on any material asset or property of the Company, including the sale, lease,or other disposition of any of the Intellectual Property Assets;               (h) cancellation or waiver of any claims or rights with a value to the Company in excess of$5,000;
25

 
               (i) material change in the accounting methods used by the Company; or               (j) agreement, whether oral or written, by the Company to do any of the foregoing.          3.17 Contracts; No Defaults.               (a) To the best of the Company’s and the Company’s Knowledge, the Company or the CompanyShareholder has made available to Aduddell true and complete copies, of:                    (i) each Applicable Contract that involves performance of services or delivery of goods ormaterials by the Company of an amount or value in excess of $5,000;                    (ii) each Applicable Contract that involves performance of services or delivery of goods ormaterials to the Company of an amount or value in excess of $5,000;                    (iii) each Applicable Contract that was not entered into in the Ordinary Course of Businessand that involves expenditures or receipts of the Company in excess of $5,000;                    (iv) each lease, rental or occupancy agreement, license, installment and conditional saleagreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of,or any leasehold or other interest in, any real or personal property (except personal propertyleases and installment and conditional sales agreements having a value per item or aggregatepayments of less than $5,000 and with terms of less than one year);                    (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks,copyrights, or other intellectual property, including agreements with current or former employees,consultants, or contractors regarding the appropriation or the non-disclosure of any of theIntellectual Property Assets;                    (vi) each collective bargaining agreement and other Applicable Contract to or with any laborunion or other employee representative of a group of employees;                    (vii) each joint venture, partnership, and other Applicable Contract (however named) involvinga sharing of profits, losses, costs, or liabilities by the Company with any other Person;                    (viii) each Applicable Contract containing covenants that in any way purport to restrict thebusiness activity of the Company or any Affiliate of the Company or limit the freedom of theCompany or any Affiliate of the Company to engage in any line of business or to compete with anyPerson;                    (ix) each Applicable Contract providing for payments to or by any Person based on sales,purchases, or profits, other than direct payments for goods;
26

 
                    (x) each power of attorney that is currently effective and outstanding;                    (xi) each Applicable Contract entered into other than in the Ordinary Course of Business thatcontains or provides for an express undertaking by the Company to be responsible for consequentialdamages;                    (xii) each Applicable Contract for capital expenditures in excess of $5,000;                    (xiii) each written warranty, guaranty, and or other similar undertaking with respect tocontractual performance extended by the Company other than in the Ordinary Course of Business; and                    (xiv) each amendment, supplement, and modification (whether oral or written) in respect of anyof the foregoing.               (b) To the best of the Company’s or the Company Shareholder’s Knowledge:                    (i) neither the Company, the Company Shareholder nor any Related Person of either has or mayacquire any rights under, and neither the Company nor the Company Shareholder has or will becomesubject to any obligation or liability under, any Contract that relates to the business of, or anyof the assets owned or used by, the Company; and                    (ii) To the best of the Company’s or the Company Shareholder’s Knowledge, no officer,director, agent, employee, consultant, or contractor of the Company is bound by any Contract thatpurports to limit the ability of such officer, director, agent, employee, consultant, or contractorto (A) engage in or continue any conduct, activity, or practice relating to the business of theCompany, or (B) assign to the Company or to any other Person any rights to any invention,improvement, or discovery.               (c) To the best of the Company’s or the Company Shareholder’s Knowledge, each Contract of theCompany is in full force and effect and is valid and enforceable in accordance with its terms.               (d) To the best of the Company’s or the Company Shareholder’s Knowledge:                    (i) the Company is in full compliance with all applicable terms and requirements of eachContract under which the Company has or had any obligation or liability or by which the Company orany of the assets owned or used by the Company is or was bound;                    (ii) each other Person that has or had any obligation or liability under any Contract underwhich the Company has or had any rights is in full compliance with all applicable terms andrequirements of such Contract;
27

 
                    (iii) no event has occurred or circumstance exists that (with or without notice or lapse oftime) may contravene, conflict with, or result in a violation or breach of, or give the Company orother Person the right to declare a default or exercise any remedy under, or to accelerate thematurity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and                    (iv) the Company has not given to or received from any other Person any notice or othercommunication (whether oral or written) regarding any actual, alleged, possible, or potentialviolation or breach of, or default under, any Contract.               (e) To the best of the Company Shareholder’s Knowledge, there are no renegotiations of,attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payableto the Company under current or completed Contracts with any Person and no such Person has madewritten demand for such renegotiation.               (f) To the best of the Company Shareholder’s Knowledge, the Contracts relating to the sale,design, manufacture, or provision of products or services by the Company have been entered into inthe Ordinary Course of Business and have been entered into without the commission of any act aloneor in concert with any other Person, or any consideration having been paid or promised, that is orwould be in violation of any Legal Requirement.          3.18 Insurance.               (a) The Company has delivered to Aduddell:                    (i) true and complete copies of all policies of insurance to which the Company is a party orunder which the Company, or any director of the Company, is or has been covered at any time withinthe five (5) years preceding the date of this Agreement;                    (ii) true and complete copies of all pending applications for policies of insurance; and                    (iii) any statement by the auditor of the Company’s financial statements with regard to theadequacy of such entity’s coverage or of the reserves for claims.               (b) To the best of the Company’s or the Company Shareholder’s Knowledge:                    (i) All policies to which the Company is a party or that provide coverage to the Company’s orthe Company Shareholder, the Company, or any director or officer of the Company:                         (A) are valid, outstanding, and enforceable;                         (B) are issued by an insurer that is financially sound and reputable;
28

 
                         (C) taken together, provide adequate insurance coverage for the assets and the operations ofthe Company for all risks normally insured against by a Person carrying on the same business orbusinesses as the Acquired Companies;                         (D) are sufficient for compliance with all Legal Requirements and Contracts to which theCompany is a party or by which it is bound;                         (E) will continue in full force and effect following the consummation of the ContemplatedTransactions; and                         (F) do not provide for any retrospective premium adjustment or other experienced-basedliability on the part of the Company.                    (ii) Neither the Company Shareholder nor the Company has received (A) any refusal of coverageor any notice that a defense will be afforded with reservation of rights, or (B) any notice ofcancellation or any other indication that any insurance policy is no longer in full force or effector will not be renewed or that the issuer of any policy is not willing or able to perform itsobligations thereunder.                    (iii) The Company has paid all premiums due, and have otherwise performed all of theirrespective obligations, under each policy to which the Company is a party or that provides coverageto the Company or director thereof.                    (iv) The Company has given notice to the insurer of all claims that may be insured thereby.          3.19 Environmental Matters. To the best of the Company Shareholder Knowledge, theCompany is, and at all times has been, in full compliance with, and has not been and is not inviolation of or liable under, any Environmental Law.          3.20 Employees.               (a) the Company Shareholder and the Company have provided Aduddell with access to allpersonnel records of the Company.               (b) To the best of the Company’s or the Company Shareholder Knowledge, no employee or directorof the Company is a party to, or is otherwise bound by, any agreement or arrangement, including anyconfidentiality, noncompetition, or proprietary rights agreement, between such employee or directorand any other Person (“Proprietary Rights Agreement”) that in any way adversely affects or willaffect (i) the performance of his duties as an employee or director of the Company, or (ii) theability of the Company to conduct its business, including any Proprietary Rights Agreement with theCompany Shareholder or the Company by any such employee or director. To the Company’s or theCompany Shareholder’s Knowledge, no director, officer, or other key employee of the Company intendsto terminate his employment with the Company.          3.21 Labor Relations; Compliance. The Company Shareholder and the Compay have provided Aduddell with access to all collectivebargaining or other labor Contracts
29

 
of the Company. There is not presently pending or existing, andto the Company’s or the Company Shareholder’s Knowledge there is not Threatened, (a) any strike,slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against oraffecting the Company relating to the alleged violation of any Legal Requirement pertaining tolabor relations or employment matters, including any charge or complaint filed by an employee orunion with the National Labor Relations Board, the Equal Employment Opportunity Commission, or anycomparable Governmental Body, organizational activity, or other labor or employment dispute againstor affecting the Company or its premises, or (c) any application for certification of a collectivebargaining agent. To the best of the Company’s or the Company Shareholder’s Knowledge, no event hasoccurred or circumstance exists that could provide the basis for any work stoppage or other labordispute. There is no lockout of any employees by the Company, and no such action is contemplated bythe Company. To the best of the Company’s or the Company Shareholder’s Knowledge, the Company hascomplied in all respects with all Legal Requirements relating to employment, equal employmentopportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, thepayment of social security and similar taxes, occupational safety and health, and plant closing. Tothe best of the Company’s or the Company Shareholder’s Knowledge, the Company is not liable for thepayment of any compensation, damages, taxes, fines, penalties, or other amounts, howeverdesignated, for failure to comply with any of the foregoing Legal Requirements.          3.22 Intellectual Property.               (a) Intellectual Property Assets—The term “Intellectual Property Assets” includes:                    (i) the Company’s name, all fictional business names, trading names, registered andunregistered trademarks, service marks, and applications (collectively, “Marks”);                    (ii) all patents, patent applications, and inventions and discoveries that may be patentable(collectively, “Patents”);                    (iii) all copyrights in both published works and unpublished works (collectively,“Copyrights”);                    (iv) all rights in mask works (collectively, “Rights in Mask Works”); and                    (v) all know-how, trade secrets, confidential information, customer lists, software, technicalinformation, data, process technology, plans, drawings, and blue prints (collectively, “TradeSecrets”); owned, used, or licensed by the Company as licensee or licensor.               (b) Agreements—To the best of the Company Shareholder’s Knowledge, there are nooutstanding or Threatened disputes or disagreements with respect to any Contracts relating to theIntellectual Property Assets to which the Company is a party or by which the Company is bound,except for any license implied by the sale of a product andperpetual, paid-up licenses for commonly available software programs with a value of less than$5,000 under which the Company is the licensee.
30

 
               (c) Know-How Necessary for the Business                    (i) To the best of the Company’s or the Company Shareholder’s Knowledge, the Company is theowner, free and clear of all liens, security interests, charges, encumbrances, equities, and otheradverse claims, of all Intellectual Property Assets necessary for the operation of the Company’sbusiness as it is currently conducted, and has the right to use without payment to a third partyall of such Intellectual Property Assets.                    (ii) To the best of the Company’s or the Company Shareholder’s Knowledge, no employee of theCompany has entered into any Contract that restricts or limits in any way the scope or type of workin which the employee may be engaged or requires the employee to transfer, assign, or discloseinformation concerning his work to anyone other than the Company.               (d) Patents To the best of the Company’s or the Company Shareholder’s Knowledge, noneof the products manufactured and sold, nor any process or know-how used, by the Company infringesor is alleged to infringe any patent or other proprietary right of any other Person.               (e) Trademarks.                    (i) To the best of the Company Shareholder’s Knowledge, the Company is the owner of all right,title, and interest in and to each of the Marks necessary for the operation of the Company’sbusiness as it is currently conducted, free and clear of all liens, security interests, charges,encumbrances, equities, and other adverse claims.                    (ii) To the best of the Company Shareholder’s Knowledge, all Marks that have been registeredwith the United States Patent and Trademark Office are currently in compliance with all formallegal requirements (including the timely post-registration filing of affidavits of use andincontestability and renewal applications), are valid and enforceable, and are not subject to anymaintenance fees or taxes or actions falling due within ninety days after the Closing Date.                    (iii) To the best of the Company Shareholder’s Knowledge, no Mark has been or is now involvedin any opposition, invalidation, or cancellation, and no such action is Threatened with the respectto any of the Marks.                    (iv) To the best of Company Shareholder’s Knowledge, there is no potentially interferingtrademark or trademark application of any third party.                    (v) To the best of the Company Shareholder’s Knowledge, no Mark is infringed or has beenchallenged or threatened in any way. To the best of the Company Shareholder’s Knowledge, none ofthe Marks used by the Company infringes or is alleged to infringe any trade name, trademark, orservice mark of any third party.                    (vi) To the best of the Company Shareholder’s Knowledge, all products and materials containinga Mark bear the proper federal registration notice where permitted by law.
31

 
               (f) Copyrights.                    (i) To the best of the the Company’s or Company Shareholder’s Knowledge, the Company is theowner of all right, title, and interest in and to each of the Copyrights necessary for theoperation of the Company’s business as it is currently conducted, free and clear of all liens,security interests, charges, encumbrances, equities, and other adverse claims.                    (ii) To the best of the Company’s or the Company Shareholder’s Knowledge, all the Copyrightshave been registered and are currently in compliance with formal legal requirements, are valid andenforceable, and are not subject to any maintenance fees or taxes or actions falling due withinninety days after the date of Closing.                    (iii) To the best of the Company Shareholder’s Knowledge, no Copyright is infringed or hasbeen challenged or threatened in any way. To the best of the Company Shareholder’s knowledge, noneof the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright ofany third party or is a derivative work based on the work of a third party.                    (iv) To the best of the Company Shareholder’s Knowledge, all works encompassed by theCopyrights have been marked with the proper copyright notice.               (g) Trade Secrets.                    (i) To the best of the Company Shareholder’s Knowledge, with respect to each Trade Secret, thedocumentation relating to such Trade Secret is current, accurate, and sufficient in detail andcontent to identify and explain it and to allow its full and proper use without reliance on theknowledge or memory of any individual.                    (ii) To the best of the Company’s or the Company Shareholder’s Knowledge, the CompanyShareholder and the Company have taken all reasonable precautions to protect the secrecy,confidentiality, and value of their Trade Secrets.                    (iii) To the best of the Company’s or the Company Shareholder’s Knowledge, the Company hasgood title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. To thebest of the Company’s or the Company Shareholder’s Knowledge, the Trade Secrets are not part of thepublic knowledge or literature and have not been used, divulged, or appropriated either for thebenefit of any Person (other than the Company) or to the detriment of the Company. To the best ofthe Company’s or the Company Shareholder’s Knowledge, no Trade Secret is subject to any adverseclaim or has been challenged or threatened in any way.          3.23 Certain Payments. To the best of the Company’s or the Company Shareholder’s Knowledge, neither the Companynor any director, officer, agent, or employee of the Company, or any other Person associated withor acting for or on behalf of the Company, has directly or indirectly (a) made any contribution,gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, privateor public, regardless of form, whether in money, property, or services (i) to obtain favorabletreatment in securing business, (ii) to pay for
32

 
favorable treatment for business secured, (iii) toobtain special concessions or for special concessions already obtained, for or in respect of theCompany or any Affiliate of the Company, or (iv) in violation of any Legal Requirement, (b)established or maintained any fund or asset that has not been recorded in the books and records ofthe Company.          3.24 Disclosure.               (a) No representation or warranty of the Company or the Company Shareholder in this Agreementomits to state a material fact necessary to make the statements herein or therein, in light of thecircumstances in which they were made, not misleading.               (b) No notice given pursuant to Section 5.5 will contain any untrue statement or omit to statea material fact necessary to make the statements therein or in this Agreement, in light of thecircumstances in which they were made, not misleading.               (c) There is no fact known to the Company’s or the Company Shareholder that has specificapplication to the Company Shareholder or the Company (other than general economic or industryconditions) and that materially adversely affects the assets, business, prospects, financialcondition, or results of operations of the Company that has not been disclosed to or readilyavailable to Aduddell.          3.25 Relationships With Related Persons. [This section intentionally deleted.]          3.26 Brokers Or Finders. Neither the Company nor the Company Shareholder or theagents of either have incurred any obligation or liability, contingent or otherwise, for brokerageor finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.     4. Representations and Warranties of Aduddell. represents and warrants to lCompanyand the Company and the Company Shareholder as follows:          4.1 Organization And Good Standing Aduddell is a corporation duly organized, validlyexisting, and in good standing under the laws of the State of Oklahoma.          4.2 Authority; No Conflict.               (a) This Agreement constitutes the legal, valid, and binding obligation of Aduddell,enforceable against Aduddell in accordance with its terms. Upon the execution and delivery byAduddell of the Escrow Agreement and the Employment Agreement, (collectively, the “Aduddell’sClosing Documents”), the Aduddell’s Closing Documents will constitute the legal, valid, and bindingobligations of Aduddell, enforceable against Aduddell in accordance with their respective terms.Aduddell has the absolute and unrestricted right, power, and authority to execute and deliver thisAgreement and the Aduddell’s Closing Documents and to perform its obligations under this Agreementand the Aduddell’s Closing Documents.               (b) Neither the execution and delivery of this Agreement by Aduddell nor the consummation orperformance of any of the Contemplated Transactions by Aduddell will
33

 
give any Person the right toprevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to:                    (i) any provision of Aduddell’s Organizational Documents;                    (ii) any resolution adopted by the board of directors or the stockholders of Aduddell;                    (iii) any Legal Requirement or Order to which Aduddell may be subject; or                    (iv) any Contract to which Aduddell is a party or by which Aduddell may be bound.          Aduddell is not and will not be required to obtain any Consent from any Person in connectionwith the execution and delivery of this Agreement or the consummation or performance of any of theContemplated Transactions.          4.3 Investment Intent. Aduddell is acquiring the Shares for its own account and not witha view to distribution within the meaning of Section 2(11) of the Securities Act.          4.4 Certain Proceedings. There is no pending Proceeding that has been commencedagainst Aduddell and that challenges, or may have the effect of preventing, delaying, makingillegal, or otherwise interfering with, any of the Contemplated Transactions. To Aduddell’sKnowledge, no such Proceeding has been Threatened.          4.5 Brokers Or Finders. Aduddell and its officers and agents have incurred noobligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’commissions or other similar payment in connection with this Agreement and will indemnify and holdthe Company and the Company Shareholder harmless from any such payment alleged to be due by orthrough Aduddell as a result of the action of Aduddell or its officers or agents.     5. Covenants Of The Company and the Company Shareholder Prior To Closing Date.          5.1 Access and Investigation. Between the date of this Agreement and the Closing Date,the Company and the Company Shareholder will, and will cause its Representatives to, (a)afford Aduddell and its Representatives and prospective lenders and their Representatives(collectively, “Aduddell’s Advisors”) full and free access to the Company’s personnel, properties(including subsurface testing), contracts, books and records, and other documents and data, (b)furnish Aduddell and Aduddell’s Advisors with copies of all such contracts, books and records, andother existing documents and data as Aduddell may reasonably request, and (c) furnish Aduddell andAduddell’s Advisors with such additional financial, operating, and other data and information asAduddell may reasonably request.          5.2 Operation of the Businesses of the Company. Between the date of this Agreement andthe Closing Date, the Company will:
34

 
               (a) conduct the business of the Company only in the Ordinary Course of Business;               (b) use its Best Efforts to preserve intact the current business organization of the Company,keep available the services of the current officers, employees, and agents of the Company, andmaintain the relations and good will with suppliers, customers, landlords, creditors, employees,agents, and others having business relationships with the Company;               (c) confer with Aduddell concerning operational matters of a material nature; and               (d) otherwise report periodically to Aduddell concerning the status of the business,operations, and finances of the Company.          5.3 Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of thisAgreement and the Closing Date, the Company and the Company Shareholder will not, withoutthe prior consent of Aduddell, take any affirmative action, or fail to take any reasonable actionwithin their or its control, as a result of which any of the changes or events listed in Section3.16 is likely to occur.          5.4 Required Approvals. As promptly as practicable after the date of this Agreement, the Company and theCompany Shareholder will make all filings required by Legal Requirements to be made by it inorder to consummate the Contemplated Transactions. Between the date of this Agreement and theClosing Date, the Company and the Company Shareholder  will cooperate with Aduddell withrespect to all filings that Aduddell elects to make or is required by Legal Requirements to make inconnection with the Contemplated Transactions.          5.5 Notification. Between the date of this Agreement and the Closing Date, the Company and the CompanyShareholder will promptly notify Aduddell in writing if the Company Shareholder or the Companybecomes aware of any fact or condition that causes or constitutes a Breach of any of the Company’sor the Company Shareholder’s representations and warranties as of the date of this Agreement, or ifthe Company Shareholder or the Company becomes aware of the occurrence after the date of thisAgreement of any fact or condition that would (except as expressly contemplated by this Agreement)cause or constitute a Breach of any such representation or warranty had such representation orwarranty been made as of the time of occurrence or discovery of such fact or condition. During thesame period, the Company and the Company Shareholder will promptly notify Aduddell of theoccurrence of any Breach of any covenant of the Company or the Company Shareholder in this Section5 or of the occurrence of any event that may make the satisfaction of the conditions in Section 7impossible or unlikely.          5.6 Payment of Indebtedness by Related Persons. Except as expressly provided in this Agreement, the Company Shareholder will cause allindebtedness owed to the Company by the Company Shareholder or any related person of the CompanyShareholder to be paid in full prior to Closing.          5.7 No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 9, the CompanyShareholder will not, and will cause the Company and each
35

 
of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiatewith, provide any non-public information to, or consider the merits of any unsolicited inquiries orproposals from, any Person (other than Aduddell) relating to any transaction involving the sale ofthe business or assets (other than in the Ordinary Course of Business) of the Company, or any ofthe capital stock of the Company, or any merger, consolidation, business combination, or similartransaction involving the Company.          5.8 Best Efforts. Between the date of this Agreement and the Closing Date, the Company and the CompanyShareholder will use their Best Efforts to cause the conditions in Sections 7 and 8 to besatisfied.          5.9 Sale or Distribution of PVTM Stock. Between the date of this Agreement and theClosing Date the Company will sell or distribute the 93,500 shares of PVTM stock recorded on thebalance sheet.     6. Covenants of Aduddell Prior to Closing Date.          6.1 Approvals of Governmental Bodies. As promptly as practicable after the date of this Agreement, Aduddell will, and will causeeach of its Related Persons to, make all filings required by Legal Requirements to be made by themto consummate the Contemplated Transactions. Between the date of this Agreement and the ClosingDate, Aduddell will, and will cause each Related Person to, cooperate with the Company and theCompany Shareholder with respect to all filings that the Company or the Company Shareholder isrequired by Legal Requirements to make in connection with the Contemplated Transactions, and (ii)cooperate with the Company and the Company Shareholder in obtaining all required consents to theContemplated Transactions; provided that this Agreement will not require Aduddell to dispose of ormake any change in any portion of its business or to incur any other burden to obtain aGovernmental Authorization.          6.2 Best Efforts. Except as set forth in the proviso to Section 6.1, between the date of this Agreement andthe Closing Date, Aduddell will use its Best Efforts to cause the conditions in Sections 7 and 8 tobe satisfied.     7. Conditions Precedent to Aduddell’s Obligation to Close. Aduddell’s obligation to purchase the Shares and to take the other actions required to betaken by Aduddell at the Closing is subject to the satisfaction, at or prior to the Closing, ofeach of the following conditions (any of which may be waived by Aduddell, in whole or in part):          7.1 Accuracy Of Representations.               (a) All of the Company’s and the Company Shareholder’s representations and warranties in thisAgreement (considered collectively), and each of these representations and warranties (consideredindividually), must have been accurate in all material respects as of the date of this Agreement,and must be accurate in all material respects as of the Closing Date as if made on the ClosingDate, without giving effect to any supplement to the Disclosure Letter.
36

 
               (b) Each of the Company’s and the Company Shareholder’s representations and warranties inSections 3.3, 3.4 and 3.1(i) must have been accurate in all respects as of the date of thisAgreement, and must be accurate in all respects as of the Closing Date as if made on the ClosingDate, without giving effect to any supplement to the Disclosure Letter.          7.2 The Company’s and the Company Shareholder’s Performance.               (a) All of the covenants and obligations that the Company and the Company Shareholder requiredto perform or to comply with pursuant to this Agreement at or prior to the Closing (consideredcollectively), and each of these covenants and obligations (considered individually), must havebeen duly performed and complied with in all material respects.               (b) Each document required to be delivered pursuant to Section 2.4 must have been delivered,and each of the other covenants and obligations in Sections 5.1 through 5.8 must have beenperformed and complied with in all respects.          7.3 Consents. All necessary Consents to the Contemplated Transactions must have been obtained and must bein full force and effect.          7.4 Additional Documents. Each of the following documents must have been delivered to Aduddell:               (a) an opinion of Pierson and Pierson, PLLP, dated the Closing Date in form and substancereasonably required by Aduddell;               (b) estoppel certificates executed on behalf of the Company, and the Company Shareholderdated as of the Closing Date; and               (c) such other documents as Aduddell may reasonably request for the purpose of (i) enablingits counsel to provide the opinion referred to in Section 8.4(a), (ii) evidencing the accuracy ofany of the Company’s or the Company Shareholder’s representations and warranties, (iii) evidencingthe performance by the Company or the Company Shareholder of, or the compliance by the Company orthe Company Shareholder with, any covenant or obligation required to be performed or complied withby the Company or the Company Shareholder, (iv) evidencing the satisfaction of any conditionreferred to in this Section 7, or (v) otherwise facilitating the consummation or performance of anyof the Contemplated Transactions.          7.5 No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened againstAduddell, or against any Person affiliated with Aduddell, any Proceeding (a) involving anychallenge to, or seeking damages or other relief in connection with, any of the ContemplatedTransactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwiseinterfering with any of the Contemplated Transactions.          7.6 No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that suchPerson (a) is the
37

 
holder or the beneficial owner of, or has the right to acquire or to obtainbeneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, anyof the Company, or (b) is entitled to all or any portion of the Purchase Price payable for theShares.          7.7 No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will,directly or indirectly (with or without notice or lapse of time), materially contravene, orconflict with, or result in a material violation of, or cause Aduddell or any Person affiliatedwith Aduddell to suffer any material adverse consequence under, (a) any applicable LegalRequirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, orotherwise formally proposed by or before any Governmental Body.     8. Conditions Precedent to the Company’s or the Company Shareholder’s Obligations toClose. The Company’s and the Company Shareholder’s obligations to deliver the Shares and to takethe other actions required to be taken by the Company or the Company Shareholder at the Closing aresubject to the satisfaction, at or prior to the Closing, of each of the following conditions (anyof which may be waived by the Company or the Company Shareholder, in whole or in part):          8.1 Accuracy of Representations. All of Aduddell’s representations and warranties in this Agreement (consideredcollectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must beaccurate in all material respects as of the Closing Date as if made on the Closing Date.          8.2 Aduddell’s Performance.               (a) All of the covenants and obligations that Aduddell is required to perform or to complywith pursuant to this Agreement at or prior to the Closing (considered collectively), and each ofthese covenants and obligations (considered individually), must have been performed and compliedwith in all material respects.               (b) Aduddell must have delivered each of the documents required to be delivered by Aduddellpursuant to Section 2.4 and must have made the cash payments required to be made by Aduddellpursuant to Sections 2.4(b)(i) and 2.4(b)(iii).          8.3 Consents. All necessary Consents to the Contemplated Transactions must have been obtained and must bein full force and effect.          8.4 Additional Documents. Aduddell must have caused the following documents to be delivered to the Company:               (a) an opinion of McAfee & Taft A Professional Corporation, dated the Closing Date, in formand substance reasonably required by the Company; and               (b) such other documents as the Company may reasonably request for the purpose of (i) enablingtheir counsel to provide the opinion referred to in Section 7.4(a), (ii) evidencing the accuracy ofany representation or warranty of Aduddell, (iii) evidencing the
38

 
performance by Aduddell of, or the compliance by Aduddell with, any covenant or obligation required to be performed or complied withby Aduddell, (ii) evidencing the satisfaction of any condition referred to in this Section 8, or(v) otherwise facilitating the consummation of any of the Contemplated Transactions.          8.5 No Injunction. There must not be in effect any Legal Requirement or any injunction or other Order that (a)prohibits the transfer of the Shares to Aduddell, and (b) has been adopted or issued, or hasotherwise become effective, since the date of this Agreement.     9. Termination          9.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:               (a) by either Aduddell or the Company if a material Breach of any provision of this Agreementhas been committed by the other party or a Related Person and such Breach has not been waived;               (b) (i) by Aduddell if any of the conditions in Section 7 has not been satisfied as of theClosing Date or if satisfaction of such a condition is or becomes impossible (other than throughthe failure of Aduddell to comply with its obligations under this Agreement) and Aduddell has notwaived such condition on or before the Closing Date; or (ii) by the Company, if any of theconditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such acondition is or becomes impossible (other than through the failure of the Company or the CompanyShareholder to comply with their obligations under this Agreement) and the Company has not waivedsuch condition on or before the Closing Date;               (c) by mutual consent of Aduddell and the Company; or               (d) by either Aduddell or the Company if the Closing has not occurred (other than through thefailure of any party seeking to terminate this Agreement to comply fully with its obligations underthis Agreement) on or before December,31,2006, or such later date as the parties may agree upon.          9.2 Effect of Termination. Each party’s right of termination under Section 9.1 is in addition to any other rights itmay have under this Agreement or otherwise, and the exercise of a right of termination will not bean election of remedies. If this Agreement is terminated pursuant to Section 9.1, all furtherobligations of the parties under this Agreement will terminate, except that the obligations inSections 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by aparty because of the Breach of the Agreement by the other party or because one or more of theconditions to the terminating party’s obligations under this Agreement is not satisfied as a resultof the other party’s failure to comply with its obligations under this Agreement, the terminatingparty’s right to pursue all legal remedies will survive such termination unimpaired.     10. Indemnification; Remedies.
39

 
          10.1 Survival; Right to Indemnification. All representations, warranties, covenants, and obligations in this Agreement and any othercertificate or document delivered pursuant to this Agreement will survive the Closing. The right toindemnification, payment of Damages or other remedy based on such representations, warranties,covenants, and obligations will not be affected by any investigation conducted with respect to theaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, orobligation. The waiver of any condition based on the accuracy of any representation or warranty, oron the performance of or compliance with any covenant or obligation, will not affect the right toindemnification, payment of Damages, or other remedy based on such representations, warranties,covenants, and obligations.          10.2 Indemnification and Payment of Damages By the Company Shareholder. The Company Shareholder, jointly and severally, will indemnify and hold harmless Aduddell,the Company, and their respective Representatives, stockholders, controlling persons, andaffiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Personsthe amount of, any loss, liability, claim, damage (excluding incidental and consequential damages),expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminutionof value, whether or not involving a third-party claim (collectively, “Damages”), arising, directlyor indirectly from:               (a) any Breach of any representation or warranty made by the Company Shareholder or theCompany in this Agreement or any other certificate or document delivered by the Company Shareholderor the Company pursuant to this Agreement;               (b) any Breach of any representation or warranty made by the Company Shareholder and theCompany in this Agreement as if such representation or warranty were made on and as of the ClosingDate;               (c) any Breach by the Company Shareholder or the Company of any covenant or obligation of theCompany Shareholder or the Company in this Agreement;               (d) any claim by any Person for brokerage or finder’s fees or commissions or similar paymentsbased upon any agreement or understanding alleged to have been made by any such Person with eitherthe Company Shareholder or the Company (or any Person acting on their behalf) in connection withany of the Contemplated Transactions.          The remedies provided in this Section 10.2 will not be exclusive of or limited by otherremedies that may be available to Aduddell or the other Indemnified Persons.          10.3 Indemnification and Payment of Damages by Aduddell. Aduddell will indemnify and hold harmless the Company and the Company Shareholder, and willpay to the Company Shareholder the amount of any Damages arising, directly or indirectly from (a)any Breach of any representation or warranty made by Aduddell in this Agreement or in anycertificate delivered by Aduddell pursuant to this Agreement, (b) any Breach by Aduddell of anycovenant or obligation of Aduddell in this Agreement, or (c) any claim by any Person for brokerageor finder’s fees or commissions or similar payments based upon any agreement or
40

 
understanding alleged to have been made by such Person with Aduddell (or any Person acting on its behalf) inconnection with any of the Contemplated Transactions.          10.4 Time Limitations. If the Closing occurs, the Company Shareholder will have no liability (for indemnificationor otherwise) with respect to any representation or warranty, or covenant or obligation to beperformed and complied with prior to the Closing Date, other than those in Sections 3.1, 3.3, 3.11,3.15, and 3.19, unless on or before December 31, 2007 Aduddell notifies the Company Shareholder ofa claim specifying the factual basis of that claim in reasonable detail to the extent then known byAduddell. A claim with respect to Section 3.1, 3.3, 3.11, 3.15, or 3.19, or a claim for indemnification or reimbursement not based upon any representation orwarranty or any covenant or obligation to be performed and complied with prior to the Closing Date,may be made at any time.          10.5 Limitations On Amount—the Company Shareholder. The Company Shareholder will have no liability (for indemnification or otherwise) withrespect to the matters described in clause (a), clause (b) or, to the extent relating to anyfailure to perform or comply prior to the Closing Date, clause (c) of Section 10.2 in an amount inexcess of $150,000. However, this Section 10.6 will not apply to any Breach of any of the CompanyShareholder’s representations and warranties of which the Company Shareholder had Knowledge at anytime prior to the date on which such representation and warranty is made or any intentional Breachby the Company Shareholder of any covenant or obligation, and the Company Shareholder will bejointly and severally liable for all Damages with respect to such Breaches.          10.6 Limitations on Amount—Aduddell. Aduddell will have no liability for indemnification for breach of Aduddell’srepresentations or warranties in excess of $150,000. However, this Section 10.7 will not apply toany Breach of any of Aduddell’s representations and warranties of which Aduddell had Knowledge atany time prior to the date on which such representation and warranty is made or any intentionalBreach by Aduddell of any covenant or obligation, and Aduddell will be liable for all Damages withrespect to such Breaches.          10.7 Procedure For Indemnification—Third Party Claims.               (a) Promptly after receipt by an indemnified party under Section 10.2, or Section 10.3 ofnotice of the commencement of any Proceeding against it, such indemnified party will, if a claim isto be made against an indemnifying party under such Section, give notice to the indemnifying partyof the commencement of such claim, but the failure to notify the indemnifying party will notrelieve the indemnifying party of any liability that it may have to any indemnified party, exceptto the extent that the indemnifying party demonstrates that the defense of such action isprejudiced by the indemnifying party’s failure to give such notice.               (b) If any Proceeding referred to in Section 10.6(a) is brought against an indemnified partyand it gives notice to the indemnifying party of the commencement of such Proceeding, theindemnifying party will, unless the claim involves Taxes, be entitled to participate in suchProceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party tosuch Proceeding and the indemnified party determines in good faith that joint
41

 
representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to theindemnified party of its financial capacity to defend such Proceeding and provide indemnificationwith respect to such Proceeding), to assume the defense of such Proceeding with counselsatisfactory to the indemnified party and, after notice from the indemnifying party to theindemnified party of its election to assume the defense of such Proceeding, the indemnifying partywill not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or anyother expenses with respect to the defense of such Proceeding, in each case subsequently incurredby the indemnified party in connection with the defense of such Proceeding, other than reasonablecosts of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it willbe conclusively established for purposes of this Agreement that the claims made in that Proceedingare within the scope of and subject to indemnification; (ii) no compromise or settlement of suchclaims may be effected by the indemnifying party without the indemnified party’s consent unless (A)there is no finding or admission of any violation of Legal Requirements or any violation of therights of any Person and no effect on any other claims that may be made against the indemnifiedparty, and (B) the sole relief provided is monetary damages that are paid in full by theindemnifying party; and (iii) the indemnified party will have no liability with respect to anycompromise or settlement of such claims effected without its consent. If notice is given to anindemnifying party of the commencement of any Proceeding and the indemnifying party does not,within ten days after the indemnified party’s notice is given, give notice to the indemnified partyof its election to assume the defense of such Proceeding, the indemnifying party will be bound byany determination made in such Proceeding or any compromise or settlement effected by theindemnified party.               (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that thereis a reasonable probability that a Proceeding may adversely affect it or its affiliates other thanas a result of monetary damages for which it would be entitled to indemnification under thisAgreement, the indemnified party may, by notice to the indemnifying party, assume the exclusiveright to defend, compromise, or settle such Proceeding, but the indemnifying party will not bebound by any determination of a Proceeding so defended or any compromise or settlement effectedwithout its consent (which may not be unreasonably withheld).               (d) The Company Shareholder hereby consents to the non-exclusive jurisdiction of any court inwhich a Proceeding is brought against any Indemnified Person for purposes of any claim that anIndemnified Person may have under this Agreement with respect to such Proceeding or the mattersalleged therein.          10.8 Procedure For Indemnification—Other Claims. A claim for indemnification for any matter not involving a third-party claim may beasserted by notice to the party from whom indemnification is sought.     11. General Provisions.          11.1 Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement willbear its respective expenses incurred in connection with the preparation, execution, andperformance of this Agreement and the Contemplated Transactions,
42

 
including all fees and expenses of agents, representatives, counsel, and accountants. The Company Shareholder will cause the Companynot to incur any out-of-pocket expenses in connection with this Agreement. In the event oftermination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of thisAgreement by another party.          11.2 Public Announcements. Any public announcement or similar publicity with respect to this Agreement or theContemplated Transactions will be issued, if at all, at such time and in such manner as Aduddelldetermines. Unless consented to by Aduddell in advance or required by Legal Requirements, prior tothe Closing the Company and the Company Shareholder shall keep this Agreement strictly confidentialand may not make any disclosure of this Agreement to any Person other than counsel and accountants.The Company and Aduddell will consult with each other concerning the means by which the Company’semployees, customers, and suppliers and others having dealings with the Company will be informed ofthe Contemplated Transactions, and Aduddell will have the right to be present for any suchcommunication.          11.3 Confidentiality. Between the date of this Agreement and the Closing Date, Aduddell and the Company and theCompany Shareholder will maintain in confidence, and will cause the directors, officers, employees,agents, and advisors of Aduddell and the Company to maintain in confidence, any informationfurnished by another party or Aduddell, the Company Shareholder or the Company in connection withthis Agreement or the Contemplated Transactions, unless (a) such information is already known tosuch party or to others not bound by a duty of confidentiality or such information becomes publiclyavailable through no fault of such party, (b) the use of such information is necessary orappropriate in making any filing or obtaining any consent or approval required for the consummationof the Contemplated Transactions, or (c) the furnishing or use of such information is required byor necessary or appropriate in connection with legal proceedings.          If the Contemplated Transactions are not consummated, each party will return or destroy asmuch of such written information as the other party may reasonably request.          11.4 Notices. All notices, consents, waivers, and other communications under this Agreement must be inwriting and will be deemed to have been duly given when (a) delivered by hand (with writtenconfirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), providedthat a copy is mailed by registered mail, return receipt requested, or (c) when received by theaddressee, if sent by a nationally recognized overnight delivery service (receipt requested), ineach case to the appropriate addresses and telecopier numbers set forth below (or to such otheraddresses and telecopier numbers as a party may designate by notice to the other parties):     The Company or the Company Shareholder:Brent Anderson Associates, Inc.