ex10-9.htm


    Exhibit 10.9

    
 

    
      	
              EXHIBIT
                A

            

AMENDED
      AND RESTATED LICENSING AGREEMENT

     

    This
      Amended and Restated Licensing
      Agreement (“Agreement”) is effective on the 1st day of
      July, 2007,
      by and between Jerry L. Swinford ("GRANTOR"), a natural person residing in
      Houston, Harris County Texas, and Coil Tubing Technology Holdings, Inc.
      (“GRANTEE”), a Nevada corporation with a mailing address of 19511 Wied Road,
      Suite E, Spring, Texas 77388 (collectively “the Parties”).

    


    Whereas,
      the parties
      previously entered into a Licensing Agreement on or around July 1, 2007 (the
      “Prior Licensing Agreement”), which Prior Licensing Agreement is replaced and
      superseded in its entirety by this Agreement.

     

    Whereas,
      GRANTOR has
      invented, designed, and built a device and method for inducing relative rotation
      in a remote location of an upper portion and a lower portion in response to
      relative axial movement (the Subterranean Rotation-Inducing Device and
      Method).  GRANTOR has invented and designed various devices and
      methods which utilize similar techniques and are intended to serve similar
      or
      related functions.  Furthermore, GRANTOR has invested and designed
      various other devices and methods, and anticipates inventing and designing
      various other devices and methods, which can be utilized by GRANTEE or its
      subsidiaries, but which may or may not utilize techniques similar to the
      Subterranean Rotation-Inducing Device and Method.  Some, but not all,
      of such devices have been built (as prototypes) and have or will be
      tested.  The Parties intend for all such devises and methods,
      including devises and methods developed, invented or designed while GRANTOR
      is
      employed by GRANTEE or its subsidiaries, to be provided for an governed by
      this
      Licensing Agreement.  Thus, collectively, all such devices and methods
      described above are referred to herein as the “Invention.”

    


    Whereas,
      GRANTOR filed
      a United States Patent Application, Serial Number 08/471,774, for the device
      and
      method known as "Subterranean Rotation-Inducing Device and Method" on June
      6,
      1995.  The United State Patent and Trademark Office granted a Patent
      on such Application by issuance of Patent Number 5,584,342.  GRANTOR
      has also filed provisional patent application 60/787,906 and and a
      non-provisional patent application filing 11/693,568 for certain jet powered
      down hold driven tools.  GRANTOR anticipates that such additional
      devices and methods referred to above, will require prosecution of U.S. and/or
      international Patent Applications.  Collectively, Patent Number
      5,584,342 and provisional patent application 60/787,906 and patent application
      11/693,568 and any and all additional Patent Applications or Letters of Patent
      are referred to herein as the “Application.”
      


      Whereas,
        GRANTEE is
        desirous of obtaining and GRANTOR is willing to grant an exclusive license
        to
        manufacture, use, sell, rent, and otherwise similarly exploit GRANTOR'S interest
        in the Invention, the Application, and any and all Letters Patent of the
        United
        States or other jurisdiction which may be granted therefor.

      


      NOW,
        THEREFORE, in consideration of the
        payment by each party to the other of the sum of One Dollar ($1.00) and other
        good and valuable consideration, the receipt of which is hereby acknowledged,
        and in consideration of the covenants and obligations hereinafter set forth
        to
        be well and truly performed, the Parties hereby agree as
        follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    I.
      DEFINITIONS

     

    1.01  "Sold,"
      "sales," and
      "sell" shall include sales, rentals, leases, transfers, consignments, and the
      like as well as any other commercial exploitation of the subject Invention
      Property Products.  One example of such other commercial exploitation
      is the use of the Invention Property Products without directly charging for
      the
      Invention Property Products, but charging for services or other equipment
      related to the same job or the same customer.

     

    1.02  The
      "Invention
      Property" is the Invention, the Application, and any and all Letters Patent
      of
      the United States or other jurisdiction which may be granted therefor as well
      as
      all reissues, divisionals, continuations, extensions and renewals
      thereof.

     

    1.03  "Invention
      Property
      Products" shall mean the devices, methods, improvements to known devices, or
      improvements to known methods that incorporate the Invention.

     

    1.04  An
      "Affiliate" is (1)
      any entity in which GRANTEE or any of its stockholders, directors, or officers
      has a direct or indirect ownership interest (other than insubstantial interests
      in publicly held companies) or (2) any entity which directly or indirectly
      through one or more intermediaries, control, is controlled by, or is under
      common control with GRANTEE.

     


    II.
      LICENSE GRANT

     

    2.01  GRANTOR
      hereby grants
      to GRANTEE the sole and exclusive right and license to manufacture, use, sell,
      and otherwise similarly exploit the Invention Property until the expiration
      of
      the Invention Property or any reissue thereof unless sooner terminated in
      accordance with any provision hereof.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    III.
      ROYALTIES

     

    3.01  As
      compensation and as
      royalties for the transfer of rights in the Invention Property including the
      disclosure of information not currently available to the public, and the
      know-how and trade secrets associated with the Invention, GRANTEE agrees to
      pay
      GRANTOR as follows:

     

    
      	
              a.

            	
              A
                Royalty of ten percent (10%) of the gross receipts derived by GRANTEE
                from
                all sales of Invention Property
                Products.

            


    

    
      	
              b.

            	
              In
                no event shall the amount of the Royalty referred to in paragraph
“a” be
                less than $100,000 per year for each devise or method invented, designed
                or built for which no Letter of Patent has been issued by the United
                States or other jurisdiction.

            


    

    
      	
              c.

            	
              In
                no event shall the amount of the Royalty referred to in paragraph
“a” be
                less than $200,000 per year for each devise or method invented, designed
                or built for which a Letter of Patent has been issued by the United
                States or other jurisdiction.

            


    

    
      	
              d.

            	
              The
                minimum annual royalties described in paragraphs “b” and “c” above are
                measured at the end of each year, the year beginning on the anniversary
                of
                the Effective Date of this
                Agreement.

            


    

    
      	
              e.

            	
              Furthermore,
                the minimum annual royalties described in paragraphs “b” and “c” shall be
                prorated in any year in which Letters of Patent
                issue.

            


    

    


    3.02  GRANTEE
      shall pay
      interest to GRANTOR upon any and all amounts of royalties that are at any time
      overdue and payable to GRANTOR at the maximum legal interest rate permitted
      under Texas law.  This provision does not constitute a waiver or
      authorization for late payment or, in any way, negate GRANTOR's right to
      terminate the agreement for non-performance by GRANTEE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.03  Anything
      herein to the
      contrary notwithstanding, royalties with respect to all sales, transfers or
      consignments made by GRANTEE to an Affiliate (as herein defined) or to any
      purchaser which does not otherwise deal at arms-length with it, shall be
      computed on an amount equal to the price at which GRANTEE, at the time of such
      sales, transfers or consignments, would invoice the same or similar items to
      purchasers dealing at arms-length with GRANTEE.

     

    3.04  Anything
      herein to the
      contrary notwithstanding, royalties with respect to all sales, transfers or
      consignments made by GRANTEE that amounts to other commercial exploitation
      of
      the Invention Property Products wherein the gross receipts or any portion
      thereof are not directly attributable to the Invention Property Products shall
      be computed on an amount equal to the price at which GRANTEE, at the time of
      such sales, transfers or consignments, would invoice the same or similar
      items.

     

    3.05  GRANTEE
      shall have the
      right to conduct sales and services through a subsidiary or related entity
      provided that each of GRANTEE and such subsidiary or related entity shall be
      jointly and severally responsible for the payment of royalties and for other
      obligations under this Agreement, and the gross selling price subject to royalty
      shall be deemed the price at which Invention Property Products are sold or
      resold by GRANTEE or by its subsidiary or related company, whichever be the
      highest.

     

    3.06  GRANTEE
      agrees to pay
      GRANTOR the full royalty set forth in paragraph 3.01 for as long as the license
      is in effect.

     

    3.07  GRANTEE
      agrees to use
      good faith and fair dealing in all dealings with GRANTOR.  This good
      faith requirement includes the covenant to use fair market value in all sales
      and in calculating all royalties.

     

    3.08  On
      Invention Property
      Products sold by another (not including Affiliates of GRANTEE), royalties are
      calculated and reported on Invention Property Products with the same conditions
      as if sold by GRANTEE.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      IV.
        TIME FOR ROYALTY PAYMENTS; ACCOUNTING RECORDS;
        EXAMINATION

    

     

    4.01  GRANTEE
      agrees to keep
      complete and correct account of the number of Invention Property Products which
      have been sold, and the number of Invention Property Products which have been
      ordered and manufactured, and also showing invoice number, customer name and
      address, gross selling price for each Invention Property Products sold, the
      total Gross Sales, and the amount of royalty due.

     

    4.02  Where
      GRANTEE contracts
      with another for the manufacture of Invention Property Products, GRANTEE agrees
      to require the manufacturer to keep complete and correct account of the number
      of Invention Property Products which have been ordered and manufactured, and
      also showing the date and destination of each shipment of Invention Property
      Products.

     

    4.03  Within
      twenty (20) days
      after the end of each month, reports shall be made by the GRANTEE to the GRANTOR
      setting forth the number of Invention Property Products which have been sold,
      and the number of Invention Property Products which have been ordered and
      manufactured, and also showing the invoice number, customer name and address,
      gross selling price for each Invention Property Product sold, the total Gross
      Sales, and the amount of royalty due.

     

    4.04  GRANTEE's
      remittance
      for the full amount of royalties due for such month, with interest from the
      end
      of the month to the date of payment, shall accompany such reports.

     

    4.05  GRANTOR
      or its
      representative shall have the right, not more often than once each quarter,
      to
      examine GRANTEE's books of account at all reasonable times, during normal
      business hours, to the extent and insofar as is necessary to verify the accuracy
      of the above-mentioned reports.  It is agreed that GRANTOR shall have
      the privilege of having a certified public accountant audit all statements
      of
      account, reports, etc. provided for in this Agreement to be made by GRANTEE
      to
      GRANTOR and that GRANTEE shall place at the disposal of said certified public
      accountant for the purposes of this paragraph any and all records essential
      to
      the verification of such reports.  The expense of such audits and
      verifications shall be borne by GRANTOR, except that if any audit shows a
      deficiency of more than five percent (5%) in the royalties reported and paid,
      then GRANTEE shall bear the cost of the audit.

     

    4.06  GRANTOR
      agrees to hold
      strictly confidential all information concerning royalty payments and reports
      and all information learned in the course of any audit hereunder, except when
      it
      is necessary for GRANTOR to reveal such information in order to enforce its
      rights under this Agreement.

     

    4.07  In
      the event of
      termination of this Agreement for any reason whatsoever, GRANTEE agrees to
      permit GRANTOR, its auditors, accountants or agents to inspect all said records
      and books of GRANTEE and to investigate generally all transactions of business
      carried on by GRANTEE pursuant to this Agreement and the license hereby granted,
      for a period of six (6) months after such termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    V.
      WARRANTIES BY GRANTOR

     

    5.01  GRANTOR
      represents and
      warrants that it is the owner of the entire right, title and interest in the
      licensed Invention Property, and that it has the sole right to grant the
      licenses under the licensed Invention Property of the scope herein
      granted.

     

    5.02  GRANTOR
      represents and
      warrants that it has the right to enter into this Agreement, and that there
      are
      no outstanding assignments, grants, licenses, encumbrances, obligations or
      agreements, whether written, oral or implied, inconsistent with this
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    VI.
      ENFORCEMENT OF LICENSED PATENTS


                    6.01  The
      Parties hereto agree to keep a diligent watch for infringement of the Invention
      Property  and notify the other Party of any such
      infringement.  The Parties will use reasonable attempts to halt any
      such infringement.  However, neither Party shall be required to pursue
      an infringement action that the Party believes is frivolous or without merit
      under the circumstances.  Thus, the parties will, by agreement based
      upon the circumstances at the time, pursue legal action against alleged
      infringers of the Invention Property against whom both of the Parties have
      a
      good faith, reasonable belief they will prevail.  Based upon these
      guidelines, should one of the Parties elect not to pursue the alleged infringer,
      the other Party may pursue the alleged infringer at their own expense and for
      their own benefit and shall have the right to retain the benefit of any and
      all
      judgments for themselves.  If the Parties pursue an alleged infringer
      together, the Parties will share in any expense and recovery from such lawsuit
      as agreed in advance of commencing any legal action and based on the
      circumstances of the particular infringement.  In the event that
      GRANTEE commences litigation on its own, without GRANTOR, GRANTEE has the right
      to join GRANTOR as a necessary party and to gain his cooperation in exchange
      for
      reasonable compensation of GRANTOR’S costs.  GRANTOR shall be entitled
      to be represented at any such proceedings, commenced solely by GRANTEE, by
      GRANTOR’S own counsel, at GRANTOR’S own expense.  Should all patent(s)
      on the Invention be invalidated during an infringement suit, the royalty rate
      shall be reduced as provided for herein.  GRANTEE is obligated to
      continue to make reports, payments, and accountings through this
      period.  A reduced rate, if appropriate, begins on the date any
      judgment invalidating the patent(s) becomes final.

     

    6.02  GRANTOR
      shall not be
      obligated to defend or save harmless GRANTEE in any suit, damage claim, or
      demand based on actual or alleged infringement of any patent or any unfair
      trade
      practice resulting from the exercise or use of any right or license granted
      hereunder.  In the event that the GRANTEE’S right to use the devices,
      methods, processes, and techniques shall be challenged by any person or company
      claiming patent infringement by use thereof, GRANTOR shall provide such
      information as GRANTOR may possess which GRANTOR deem necessary to show the
      date
      or dates of discovery of the devices, methods, processes, and techniques,
      provided that GRANTOR will be compensated for any expense incurred in connection
      therewith.

    


    VII.
      ASSUMPTION OF THE RISK BY GRANTEE

     

    7.01  GRANTEE
      agrees to
      assume full responsibility for product liability claims resulting from the
      sale
      or use of the Invention Property Products and hold GRANTOR harmless from any
      liability therefor, to indemnify GRANTOR, and to obtain sufficient liability
      insurance to cover any such claims.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      VIII.
        PATENT MARKING



                   
      8.01  GRANTEE agrees to mark permanently and legibly all Invention
      Property Products sold by it under this Agreement with the notation "Patent
      Pending" or “International Patent Pending” during the prosecution of any Patent
      application.

     

    8.02  Upon
      issuance of a
      patent and thereafter during the patent term, GRANTEE agrees to mark permanently
      and legibly all Invention Property Products sold by it under this Agreement
      with
      the notation "U.S. Patent No." or similar mark for patents issued by another
      jurisdiction, followed by the patent number.

    


    IX.
      TERMINATION RIGHTS

     

    9.01  The
      rights granted to
      GRANTEE shall remain with GRANTEE throughout the life of the Invention Property
      or during the period of GRANTEE’S exploitation of any devise or method of the
      Invention Property whichever is longer.  At the end of the term, all
      rights immediately and automatically revert to GRANTOR, regardless of any
      outstanding sublicenses.  The obligation on the part of GRANTEE to
      make the payments required shall continue regardless of the issuance,
      non-issuance, or invalidation of a patent for the Invention in accordance with
      the compensation terms of this Agreement.

     

    9.02  In
      the event of any
      adjudication of bankruptcy, appointment of receiver by a court of competent
      jurisdiction, assignment for the benefit of creditors, or levy of execution
      directly involving GRANTEE, GRANTOR may, at his option, terminate this Agreement
      upon not less than twenty (20) days notice to GRANTEE, provided, however, that
      such termination shall not impair or prejudice any right or remedy that GRANTOR
      might otherwise have under this Agreement.

     

    9.03  GRANTOR
      may terminate
      this Agreement on ninety (90) days written notice to GRANTEE if the quality
      of
      the Inventory Property Products is substandard as reasonably determined by
      GRANTOR.

     

    9.04  If
      GRANTEE shall at any
      time commit any breach of any covenant, warranty or agreement herein contained,
      including the obligation to pay royalties, or shall misrepresent the product
      or
      misrepresent the applications of the product and shall fail to remedy any such
      breach or misrepresentation of the product or the applications of the product
      within thirty (30) days after written notice thereof by the GRANTOR, then
      GRANTOR may at his option, and in addition to any
      other
      remedies that he may be entitled to, cancel this Agreement by notice in writing
      to such effect or, alternatively, convert this license to a non-exclusive
      license.  If an initiated program does not remedy the breach within
      three (3) months after the aforementioned written notice by the GRANTOR, then
      GRANTOR may at his option, and in addition to any other remedies that he may
      be
      entitled to, cancel this Agreement by notice in writing to such effect or,
      alternatively, convert this license to a non-exclusive
      license.

     

    9.05  If
      GRANTEE is not doing
      its best to satisfy demands for the devices incorporating the Invention Property
      as determined by the good faith belief of GRANTOR, GRANTOR may elect to convert
      the license to a non-exclusive license with sixty (60) day written notice given
      to GRANTEE.  If GRANTOR does subsequently grant any other licenses,
      GRANTEE may terminate this Agreement by ninety (90) day written notice to
      GRANTOR.

     

    9.06  If
      GRANTEE does not
      meet the minimum royalties requirement, GRANTOR may elect to terminate this
      Agreement or, alternatively, convert the license to a non-exclusive license
      with
      sixty (60) day written notice given to GRANTEE, unless GRANTEE shall pay to
      GRANTOR by the end of that time the amount required to meet the minimum
      royalties.  If GRANTOR does subsequently grant any other licenses,
      GRANTEE may terminate this Agreement by ninety (90) day written notice to
      GRANTOR.

     

    9.07  In
      the event of
      termination of this Agreement for any reason, GRANTEE shall not thereby be
      discharged from any liability or obligation to GRANTOR that accrued on or prior
      to the date of the termination.  All unpaid sums shall become due and
      payable immediately.

     

    9.08  On
      the termination of
      this Agreement for any reason, GRANTEE shall deliver to GRANTOR all books,
      notes, drawings, writings, and other documents, samples and models relating
      to
      any improvements, trade secrets, or inventions that are the subject of this
      Agreement.  On termination of this Agreement, if any patents on the
      Invention have not expired, then GRANTEE shall cease to exploit, use,
      manufacture, or sell the Invention in any way.  All confidential
      material shall remain confidential.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    X.
      PAYMENT OF COSTS ASSOCIATED WITH THE INVENTION
      PROPERTY


                   
      10.01  GRANTEE agrees to pay all costs, including attorney’s fees and
      governmental fees, associated with the prosecution, issuance, and maintenance
      of
      the Invention Property.

     

    10.02  GRANTEE
      shall pay the
      costs to GRANTOR or to an agent designated by GRANTOR within twenty (20) days
      from written request by GRANTOR.

     

    10.03  The
      request for
      payment of costs shall include sufficient information to allow GRANTEE to verify
      the cost.  Information such as invoices and citations of statutory
      provisions along with an explanation of why the statute applies are examples
      of
      sufficient information but other information may suffice.

    


    XI.
      FORCE MAJEURE

     

    11.01  Neither
      of the parties
      hereto shall be liable in damages or have the right to cancel this Agreement
      for
      any delay or default in performing hereunder (other than the non-payment of
      royalties or other payments due under the Agreement) if such delay or default
      is
      caused by conditions beyond its control including, but not limited to acts
      of
      God, government restrictions, wars or insurrections, strikes, fires, floods,
      work stoppages, and/or lack of materials.

    


    XII.
      SEVERABILITY

     

    12.01  Should
      any part or
      provision of the Agreement be held unenforceable or in conflict with the law
      of
      any jurisdiction, the validity of the remaining parts or provisions shall not
      be
      affected by such holding.

     

    12.02  In
      any litigation
      involving this Agreement, any court having jurisdiction thereof is authorized
      to
      reform the agreement to conform as closely as possible to the original intent
      of
      the parties with respect to any subject matter found to be unenforceable or
      in
      conflict with any law.

    


    XIII.
      LIMITATION ON EFFECT OF WAIVER

     

    13.01  A
      waiver of any breach
      of any provision of this Agreement shall not be construed as a continuing waiver
      of other breaches of the same or other provisions of this
      Agreement.

    


    


    XIV.
      NEGATION OF AGENCY

     

    14.01  Nothing
      herein
      contained shall be deemed to create an agency, joint venture or partnership
      relation between the parties hereto.  It is understood and agreed that
      GRANTEE is not, by this Agreement or anything herein contained, constituted
      or
      appointed the agent or representative of GRANTOR for any purpose whatsoever,
      nor
      shall anything herein contained be deemed or construed as granting to GRANTEE
      any right or authority to assume or to create any obligation or responsibility,
      express or implied, for or on behalf of or in the name of GRANTOR, or to bind
      GRANTOR in any way or manner whatsoever.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    XV.
      ENTIRE AGREEMENT

     

    15.01  This
      Agreement sets
      forth the entire agreement and understanding of the parties relating to subject
      matter contained herein and merges all prior discussions between them, and
      neither party shall be bound by a definition, condition, warranty, or
      representation other than as expressly stated in this Agreement or as
      subsequently set forth in a writing signed by the party to be bound
      thereby.

    


    XVI.
      NEGATION OF CERTAIN WARRANTIES

     

    16.01  No
      warranty or
      representation is given or made by GRANTOR (a) that Licensed Devices are free
      from infringement of the patent rights of third parties; or (b) as to scope
      or
      validity of the Licensed Patent, other than the that described in Section V
      of
      this Agreement.

    


    XVII.
      ASSIGNABILITY

     

    17.01  GRANTEE
      agrees not to
      assign or transfer, by operation of law or otherwise, its interest in the
      Invention Property or its interest in this agreement to any person, firm, or
      corporation without the written consent of the GRANTOR so to
      do.  GRANTOR may require submission of any relevant information from
      GRANTEE in making such evaluation.

     

    17.02  GRANTOR
      may assign or
      transfer, by operation of law or otherwise, its interest his the Invention
      Property or its interest in this agreement to any person, firm, or corporation
      without the associated obligations contained in this Agreement.

    XVIII.
      SUBLICENSING

     

    18.01  Should
      GRANTEE desire
      to sublicense all or any portion of the Invention Property, GRANTEE shall submit
      to GRANTOR the name of the proposed sublicensee financial, historical, and
      other
      information concerning the proposed sublicense sufficient to allow GRANTOR
      to
      determine the business, financial, technological, and other capabilities and
      stability of the proposed sublicensee, and true copies of the agreement or
      agreements to be entered into with the sublicensee.

     

    18.02
      GRANTOR shall within a reasonable
      time after submission of all of the foregoing, approve or disapprove the
      proposed sublicensee.  GRANTOR is under no obligation to approve of
      any proposed sublicensee.  GRANTOR may unreasonably withhold approval
      of any sublicensee and his approval or disapproval shall be subject to his
      complete discretion and fiat.

     

    18.03  Any
      sublicense
      agreement shall incorporate the terms of this Agreement and shall, inter
      alia, require that the sublicensee acknowledge the primacy and validity of
      this Agreement, require the sublicensee upon written notice from GRANTOR to
      make
      payments required hereunder directly to GRANTOR, and provide for audit rights
      of
      the sublicensee by GRANTOR equivalent to those provided in this
      Agreement.

    


    XIX.
      GOVERNING LAW

     

    19.01  This
      Agreement shall
      be interpreted and construed, and the legal relations created herein shall
      be
      determined, in accordance with the laws of the State of Texas.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    XX.
      NOTICES

     

    20.01  Notices,
      reports,
      statements, payments, etc. required or permitted under this Agreement shall
      be
      in writing and shall for all purposes deemed to be fully given and received
      upon
      deposit with the United States Post Office if sent by certified mail, postage
      prepaid, to the respective parties at the following addresses:

    


    to
      GRANTEE:                                        Coil
      Tubing Technology Holdings, Inc.

    19515
      Wied Road, Suite E

    Spring,
      Texas 77388

    


    to
      GRANTOR:                                       Jerry
      L. Swinford

                   
      19515 Wied Road, Suite E

    Spring,
      Texas 77388

    


    20.02  Either
      party hereto
      may change its address for the purposes of this Agreement by giving to the
      other
      party written notice of its new address.

    


    XXI.
      GENERAL ASSURANCES

     

    21.01  The
      parties agree to
      execute, acknowledge and deliver all such further instruments, and do all such
      other acts, as may be necessary or appropriate in order to carry out the intent
      and purposes of this Agreement.

    


    XXII.
      COUNTERPARTS

     

    22.01  This
      Agreement may be
      executed in one or more counterparts, each of which shall be treated and deemed
      an original, but all of which together shall constitute one and the same
      document.

    


    XXIII.
      EFFECTIVE DATE

     

    23.01  This
      Agreement,
      regardless of the date of its execution shall be effective as of July 1,
      2007.  Such date is referred to herein as the “Effective
      Date.”

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this 7th
      day of September, 2007.

    


    GRANTEE:

                   
      Coil Tubing Technology Holdings, Inc.

    


    


                            /S/
      Jerry Swinford

    Jerry
      L. Swinford,
      President

    


    GRANTOR:

    


    


                            /S/
      Jerry Swinford


    Jerry
      L. Swinford