ex10-8.htm


    Exhibit
      10.8

     

    AMENDED
      AND RESTATED EXECUTIVE COMPENSATION AND

    RETENTION
      AGREEMENT

    


    THIS
      AMENDED AND RESTATED EXECUTIVE COMPENSATION AND RETENTION AGREEMENT
      ("Agreement"), by and between COIL TUBING TECHNOLOGY HOLDINGS, INC., a Nevada
      corporation, (referred to herein as the "Company"), and JERRY SWINFORD (referred
      to herein as "Swinford") (collectively “the“Parties”) is effective on the 1st day of
      July 2007
      (the “Effective Date").

    


    The
      parties previously entered into an Executive Compensation and Retention
      Agreement on or around July 1, 2007 (the “Prior Agreement”), which Prior
      Agreement is replaced and superseded in its entirety by this
      Agreement.

    


    In
      consideration of the mutual covenants set forth herein, the Company and Swinford
      hereby agree as follows:

    


    1.           APPOINTMENT.  The
      Company hereby agrees to appoint and retain Swinford as its President and Chief
      Executive Officer, and Swinford agrees to serve the Company, in the capacities
      described herein during the Period of Appointment (as defined in Section 2
      of
      this Agreement), in accordance with the terms and conditions of this
      Agreement.

    


    2.           PERIOD
      OF APPOINTMENT. The term “Period of Appointment” shall mean the period which
      commences on the Effective Date and, unless earlier terminated pursuant to
      Section 6, ends on December 31, 2008; provided, however, that the Period of
      Appointment may be extended for up to two additional years by
      Swinford.  Each annual extension shall occur automatically unless
      Swinford provides the Company in writing that he will not be exercising the
      annual extension by December 1 of each year prior to the to-be-extended
      year.  For example, the Period of  Appointment will
      automatically extend to December 31, 2009 unless Swinford provides notice that
      he will not be exercising the extension for 2009 on or before December 1,
      2008.

    


    3.           DUTIES
      DURING THE PERIOD OF APPOINTMENT.

    


    
      	
               

            	
              a.

            	
              DUTIES.
                During the Period of Appointment, Swinford shall be employed by the
                Company and serve as its “President and Chief Executive
                Officer.”  In such capacities, Swinford will perform such
                services as are customary for a president and chief executive
                officer.  Nothing herein is intended to restrict the duties of
                Swinford or limit him from serving in such other executive officer
                positions as the Board of Directors deems
                appropriate.

            


    

    


    
      	
               

            	
              b.

            	
              SCOPE.
                During the Period of Appointment, and excluding any periods of vacation
                and sick leave to which the office of President is entitled, Swinford
                shall devote full time and attention to the affairs of the
                Company.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           COMPENSATION
      AND OTHER PAYMENTS.

    


    
      	
               

            	
              a.

            	
              ANNUAL
                SALARY. Annual salary shall be set at $120,000.00 per annum payable
                in
                regular installments but in no event less often than
                monthly.

            


    

    


    
      	
               

            	
              b.

            	
              ANNUAL
                INCREASES.  If the Period of Appointment is extended beyond
                December 31, 2008 as provided in section 2 above, Swinford's annual
                salary
                will be increased in an amount to be determined by the Board of the
                Company or a Committee of the Board of the Company, but in no event
                shall
                such increases be in an amount less than ten percent
                (10%).

            


    

    


    
      	
               

            	
              c.

            	
              BONUSES.  Swinford
                may participate in any and all bonus plans established by the Board
                or a
                Committee of the Board.

            


    

    


    5.           OTHER
      BENEFITS.

    


    
      	
               

            	
              a.

            	
              INCENTIVE
                & RETENTION SHARES.

            


    

     

    
      	
               

            	
              i.

            	
              RETENTION
                SHARES.  The Company will issue to Swinford one million
                (1,000,000) shares of its common stock contemporaneously with Swinford
                entering into this Agreement.

            


    

     

    
      	
               

            	
              ii.

            	
              INCENTIVE
                SHARES.  At the end of the initial Period of Appointment and the
                end of each subsequent year or, at Swinford's option, within thirty
                (30)
                days thereafter, the Company will issue to Swinford the number of
                shares
                necessary to provide to Swinford five percent (5%) of the issued
                and
                outstanding common stock of the Company.  As a result, on
                December 31, 2008 or, at Swinford's option, within 30 days thereafter,
                the
                Company will issue the number of shares necessary to provide Swinford
                five
                percent (5%) of the issued and outstanding common stock of the
                Company.  Further, if Swinford elects to extend the Period of
                Appointment to December 31, 2009, on December 31, 2009 or, at Swinford's
                option, within 30 days thereafter, the Company will issue the number
                of
                shares necessary to provide Swinford an additional five percent (5%)
                of
                the issued and outstanding common stock of the
                Company.  Similarly, if Swinford elects to extend the Period of
                Appointment to December 31, 2010, on December 31, 2010 or, at Swinford's
                option, within 30 days thereafter, the Company will issue the number
                of
                shares necessary to provide Swinford an additional five percent (5%)
                of
                the issued and outstanding common stock of the Company.  Such
                shares will be subject to any and all restrictions appropriate or
                necessary to comply with state or federal registration
                requirements.

            


    

     

    


    
      	
               

            	
              b.

            	
              REGULAR
                REIMBURSED BUSINESS EXPENSES. The Company shall promptly reimburse
                Swinford for all expenses and disbursements reasonably incurred by
                Swinford in the performance of his duties hereunder during the Period
                of
                Appointment.

            


    

    


    
      	
               

            	
              c.

            	
              BENEFIT
                PLANS.  Swinford and his eligible family members shall be
                entitled to participate immediately (except for any Company plan
                which
                includes or requires a waiting period, in which event Swinford shall
                be
                entitled to participate as soon as he is eligible under the terms
                of such
                plan), on terms no less favorable to Swinford than the terms offered
                to
                other employees, in any group and/or executive life, hospitalization
                or
                disability insurance plan, health program, vacation policy, pension,
                profit sharing, ESOP, 401(k) and similar benefit plans (qualified,
                non-qualified and supplemental) or other fringe benefits that may
                be
                offered by the Company as approved by the Board of Directors from
                time to
                time.

            


    

    


    
      	
               

            	
              d.

            	
              HEALTH
                INSURANCE.  The Company shall provide Swinford and his wife,
                whether or not he remains employed by the Company, health insurance
                until
                at least December 31, 2010.

            


    

    


    
      	
               

            	
              e.

            	
              PERQUISITES.
                The Company shall provide Swinford at least such perquisites as are
                commonly provided to other executives of the Company and are commiserate
                with his Appointment.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.           TERMINATION.

    


    
      	
               

            	
              a.

            	
              GENERAL.  Swinford's
                employment hereunder shall commence on the Effective Date and continue
                until the end of the term specified in section 2 above, except that
                the
                employment of Swinford hereunder shall terminate prior to such time
                in
                accordance with the following:

            


    

    


    
      	
               

            	
              i.

            	
              DEATH
                OR DISABILITY.  Upon Swinford’s death during the term of his
                employment hereunder or, at the option of the Company, in the event
                of
                Swinford’s disability, upon thirty (30) days notice to
                Swinford.

            


    

    


    
      	
               

            	
              ii.

            	
              FOR
                CAUSE.  For “Cause” immediately upon written notice by the
                Company to Swinford.  A termination for Cause shall
                mean:

            


    

     

    
      	
               

            	
              (1)

            	
              the
                commission of an intentional act of dishonesty, fraud, misrepresentation,
                misappropriation, or embezzlement by Swinford which has a material
                detrimental impact on the Company;

            


    

     

    
      	
               

            	
              (2)

            	
              Swinford’s
                unauthorized use or disclosure of any Confidential Information or
                trade
                secrets of the Company which has a material detrimental impact on
                the
                Company;

            


    

     

    
      	
               

            	
              (3)

            	
              a
                significant violation by Swinford of a law or regulation applicable
                to the
                Company’s business, which has a material detrimental impact on the Company
                and which the Board of the Company reasonably determines does or
                is
                reasonably likely to cause material injury to the
                Company;

            


    

     

    
      	
               

            	
              (4)

            	
              Swinford’s
                indictment of, or conviction of, or plea of nolo contendere or
                guilty to a felony or any other crime which involves moral
                turpitude;

            


    

     

    
      	
               

            	
              (5)

            	
              Swinford’s
                continued failure, in the reasonable discretion of the Board, to
                perform
                the principal duties, functions and responsibilities of his position
                (other than any such failure resulting from Swinford’s disability) or to
                follow the directives of the Board after written notice from the
                Company
                identifying the deficiencies in performance and a reasonable cure
                period
                of not less than thirty (30) days of any breach capable of cure;
                gross
                negligence or willful misconduct in the performance of Swinford’s duties;
                or

            


    

     

    
      	
               

            	
              (6)

            	
              a
                material and willful breach of Swinford’s fiduciary duties to the
                Company.

            


    

    


    
      	
               

            	
              iii.

            	
              WITHOUT
                CAUSE.  Without Cause upon thirty (30) days written notice by
                the Board of Directors to Swinford or upon Swinford to the Board
                of
                Directors.  If Swinford terminates the Agreement for any reason,
                he shall have no liability to the Company or its subsidiaries or
                affiliates as a result thereof.

            


    

    


    
      	
               

            	
              iv.

            	
              CONSTRUCTIVE
                TERMINATION.  Upon Swinford’s Constructive
                Termination.  Constructive Termination of Swinford’s employment
                with the Company will be deemed to have occurred if Swinford terminates
                his employment with the Company within six (6) months following the
                date
                on which:

            


    

     

    
      	
               

            	
              (1)

            	
              the
                Company demotes Swinford to a lesser position, either in title or
                responsibility;

            


    

     

    
      	
               

            	
              (2)

            	
              the
                Company decreases Swinford’s pay below the highest level in effect at any
                time Swinford’s employment with the Company or reduces Swinford’s benefits
                below the levels in effect during Swinford’s employment with the Company
                (other than as a result of any amendment or termination of any group
                or
                other executive benefit plan, which amendment or termination is applicable
                to all executives of the Company or any inadvertent reduction in
                benefits
                that Company cures within thirty (30) days after receiving written
                notice
                of such reduction);

            


    

     

    
      	
               

            	
              (3)

            	
              the
                Company requires Swinford to relocate to a principal place of business
                more than fifty (50) miles from the principal place of business occupied
                by Company as of the date hereof;

            


    

     

    
      	
               

            	
              (4)

            	
              the
                Company is subject to a Change in Control, unless Swinford accepts
                an
                appointment or employment with a successor to the Company;
                or

            


    

     

    
      	
               

            	
              (5)

            	
              the
                Company breaches any material term of this Agreement which is not
                cured by
                the Company within ten (10) days after receiving written notice of
                such
                breach.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              b.

            	
              OBLIGATIONS
                OF THE COMPANY UPON TERMINATION.  The following provisions
                describe the obligations of the Company to Swinford under this Agreement
                upon termination of his Appointment.  However, except as
                explicitly provided in this Agreement, nothing in this Agreement
                shall
                limit or otherwise adversely affect any rights which Swinford may
                have
                under applicable law, under any other agreement with the Company,
                or under
                any compensation or benefit plan, program, policy or practice of
                the
                Company.

            


    

    


    
      	
               

            	
              i.

            	
              TERMINATION
                BY THE COMPANY FOR CAUSE OR RESIGNATION WITHOUT CAUSE.  In the
                event this Agreement terminates by reason of the Company’s termination of
                Swinford’s Appointment as President and Chief Executive Officer of the
                Company for Cause or because of Swinford’s resignation Without Cause, the
                Company shall:

            


    

     

    
      	
               

            	
              (1)

            	
              Pay
                to Swinford within ten (10) days any amount of Compensation (as enumerated
                in section 4 above) earned but not yet
                paid;

            


    

     

    
      	
               

            	
              (2)

            	
              Provide
                Swinford’s health insurance as obligated in section 5(d) above, until
                December 31, 2010; and

            


    

     

    
      	
               

            	
              (3)

            	
              If
                such termination occurs during the initial term of the Period of
                Appointment, issue to Swinford the Incentive Shares provided for
                in
                section 5 above.

            


    

     

    
      	
               

            	
              ii.

            	
              TERMINATION
                BY THE COMPANY WITHOUT CAUSE, OR CONSTRUCTIVE TERMINATION.  In
                the event this Agreement terminates by reason of the Company’s termination
                of Swinford’s Appointment as President and Chief Executive Officer of the
                Company Without Cause or Swinford is Constructively Terminated, the
                Company shall:

            


    

     

    
      	
               

            	
              (1)

            	
              Pay
                to Swinford in a lump sum within ten (10) days the remaining amount
                of
                Compensation provided for in section 4 above through December 31,
                2010
                including any minimum annual increases and bonuses and an additional
                one
                hundred thousand dollars
                ($100,000);

            


    

     

    
      	
               

            	
              (2)

            	
              Provide
                Swinford’s health insurance as obligated in section 5(d) above, until
                December 31, 2010; and

            


    

     

    
      	
               

            	
              (3)

            	
              Issue
                to Swinford the Incentive Shares provided for in section 5 above
                for any
                periods (2008, 2009 or 2010) on December 31 (or at Swinford’s election,
                within thirty (30) days thereafter) the appropriate number of shares
                for
                such period.

            


    

     

    
      	
               

            	
              iii.

            	
              TERMINATION
                BY DEATH OR DISABILITY OR SWINFORD’S TERMINATION FOR CAUSE.  In
                the event this Agreement terminates by reason
                of Swinford’s Death or Disability or because of Swinford’s resignation For
                Cause, the Company shall:

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (1)

            	
              Pay
                to Swinford within ten (10) days any amount of Compensation (as enumerated
                in section 4 above) earned but not yet
                paid;

            


    

     

    
      	
               

            	
              (2)

            	
              Provide
                Swinford’s health insurance as obligated in section 5(d) above, until
                December 31, 2010; and

            


    

     

    
      	
               

            	
              (3)

            	
              Issue
                to Swinford the Incentive Shares provided for in section 5 above
                for any
                periods (2008, 2009 or 2010) on December 31 (or at Swinford’s election,
                within thirty (30) days thereafter) the appropriate number of shares
                for
                such period.

            


    

     

    
      	
               

            	
              c.

            	
              MITIGATION.  In
                no event shall Swinford be obligated to seek another appointment
                or
                employment or take any other action by way of mitigation of the amounts
                payable to the Swinford under any of the provisions of this
                Agreement.  Any severance benefits payable to Swinford shall not
                be subject to reduction for any compensation received from another
                appointment or employment.

            


    

     

    
      	
               

            	
              d.

            	
              CHANGE
                OF CONTROL.  For purposes of this Agreement,
                Change of Control shall be deemed to have occurred (i) if more than
                33% of
                the voting shares of the Company are acquired by a third party in
                a plan
                of reorganization, merger and/or consolidation or (ii) if majority
                voting
                control of the Company is acquired by any person other than Swinford,
                but
                does not include acquisition of majority voting control by a person
                that
                results from Swinford voluntarily transferring such voting control
                to such
                person including, but not limited to, Swinford transferring such
                control
                by proxy or by transferring some other interest to such
                person.

            


    

     

    7.           INDEMNIFICATION.  To
      the extent practical, the Company shall maintain, for the benefit of Swinford
      and other executives directors and/or officers liability
      insurance.  In addition, Swinford shall be indemnified by the Company
      against liability as an officer and President and Chief Executive Officer of
      the
      Company and any subsidiary or affiliate of the Company to the maximum extent
      permitted by applicable law.  Swinford’s rights under this Section
      shall continue so long as he may be subject to such liability, whether or not
      this Agreement may have terminated.

     

    8.           INVENTIONS;
      ROYALTY FREE LICENSE.

     

    
      	
               

            	
              a.

            	
              INVENTIONS
                DEFINED.  “Inventions” includes all rights to discoveries,
                inventions, improvements, designs and innovations (including all
                data and
                records pertaining thereto) that relate to the business of the Company,
                whether or not patentable, copyrightable or reduced to writing, that
                Swinford may discover, invent or originate during the term of his
                employment hereunder, either alone or with others and whether or
                not
                during working hours or by use of the facilities of the
                Company.

            


    

     

    
      	
               

            	
              b.

            	
              SWINFORD
                TO RETAIN RIGHTS.  Swinford is to retain or maintain any and all
                rights to Inventions.

            


    

     

    
      	
               

            	
              c.

            	
              COMPANY
                TO LICENSE.  Swinford will grant to the Company a license on
                substantially the terms of the licensing agreement attached hereto
                as
                Exhibit A.

            


    

     

    
      	
               

            	
              d.

            	
              WAIVER
                OF ROYALTIES.  Throughout his Appointment under this Agreement,
                Swinford will waive any and all royalties due to him by the Company
                under
                a Waiver of Royalties Agreement on substantially the terms of the
                agreement attached hereto as Exhibit
                B.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           CONFIDENTIAL
      INFORMATION.

     

    
      	
               

            	
              a.

            	
              ACKNOWLEDGMENT
                OF PROPRIETARY INTEREST.  Swinford agrees that all Confidential
                Information learned by him during his employment with the Company,
                whether
                developed by Swinford or in conjunction with others or otherwise,
                is and
                shall remain the exclusive property of the
                Company.

            


    

     

    
      	
               

            	
              b.

            	
              CONFIDENTIAL
                INFORMATION DEFINED.  “Confidential Information” means all
                confidential and proprietary information of the Company, to the extent
                such property is the property of the Company and not the property
                of
                Swinford or another, and that is not otherwise publicly
                available.  “Confidential Information” does not include the
                “Inventions” referenced in section 8.  Without limited the
                foregoing, Confidential Information includes the
                following:

            


    

     

    
      	
               

            	
              i.

            	
              Information
                derived from reports, investigations, experiments, research and work
                in
                progress,

            


    

     

    
      	
               

            	
              ii.

            	
              Methods
                of operation,

            


    

     

    
      	
               

            	
              iii.

            	
              Marketing
                data,

            


    

     

    
      	
               

            	
              iv.

            	
              Proprietary
                computer programs and codes,

            


    

     

    
      	
               

            	
              v.

            	
              Drawings
                designs, plans and proposals,

            


    

     

    
      	
               

            	
              vi.

            	
              Marketing
                and sales programs,

            


    

     

    
      	
               

            	
              vii.

            	
              Client
                lists,

            


    

     

    
      	
               

            	
              viii.

            	
              Historical
                financial information and financial
                projections,

            


    

     

    
      	
               

            	
              ix.

            	
              Pricing
                formulae and policies,

            


    

     

    
      	
               

            	
              x.

            	
              All
                other concepts, ideas, materials and information prepared or performed
                for
                or by the Company, and

            


    

     

    
      	
               

            	
              xi.

            	
              All
                information related to the business, products, purchases or sales
                of the
                Company and any of its suppliers and
                customers.

            


    

     

    
      	
               

            	
              c.

            	
              COVENANT
                NOT TO DIVULGE CONFIDENTIAL INFORMATION.  The Company is
                entitled to prevent the disclosure of Confidential
                Information.  The Company agrees to and will provide
                Confidential Information to Swinford at the inception of his employment
                and Swinford acknowledges and agrees that, during the course of his
                employment he will be exposed to, have access to, and gain knowledge
                of
                Confidential Information.  As a portion of the consideration for
                the employment of Swinford and for the compensation being paid to
                him
                hereunder and thereafter to hold in strict confidence and not to
                disclose
                or allow to be disclosed or made available to any person, firm or
                corporation, other than to his professional advisors (who
                have the obligation to maintain the confidentiality of such information)
                and to persons engaged by the Company to further the business of
                the
                Company, and not to use except in the pursuit of the business of
                the
                Company, the Confidential Information, without the prior written
                consent
                of the Company.

            


    

     

    
      	
               

            	
              d.

            	
              RETURN
                OF MATERIALS.  In the event of any termination or cessation of
                his employment with the Company for any reason, or request by the
                Company
                at anytime, Swinford shall promptly deliver to the Company all documents,
                data and other information derived from or otherwise pertaining to
                Confidential Information.  Swinford shall not take or retain any
                documents or other information, or any reproduction or excerpt thereof,
                containing or pertaining to any Confidential
                Information.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.           GENERAL

     

    
      	
               

            	
              a.

            	
              NOTICES.  All
                notices and other communications hereunder shall be in writing or
                by
                written telecommunication, and shall be deemed to have been duly
                given
                upon delivery if delivered personally or via written telecommunication,
                or
                five days after mailing if mailed by certified mail, return receipt
                requested or by written telecommunication, to the relevant address
                set
                forth below, or to such other address as either of the parties shall
                have
                furnished to the other in writing in accordance
                herewith:

            


    

     

     

    
      	
              If
                to the Company, addressed to:

            	If
              to the Jerry Swinford addressed to:
	
              Coil
                Tubing Technology Holdings, Inc.

            	
              Jerry
                Swinford

            
	
              19511
                Wied Road, Suite E

            	
              19511
                Wied Road, Suite E

            
	
              Spring,
                TX 77388

            	
              Spring,
                TX 77388

            


    

     

    Notice
      and communications shall be effective when actually received by the
      addressee.

    


    
      	
               

            	
              b.

            	
              WITHHOLDING.  All
                payments required to be made to Swinford by the Company under this
                Agreement shall be subject to withholding, at the time payments are
                actually made to Swinford and received by him, of such amounts, if
                any,  relating to federal, state and local taxes as may required
                by law.

            


    

     

    
      	
               

            	
              c.

            	
              TAXES.  In
                the event that the aggregate of all payments or benefits made or
                provided
                to, or that may be made or provided to, Swinford under this Agreement
                and
                under all other plans, programs and arrangements of the Company (the
                "Aggregate Payment") are determined to constitute a "parachute payment"
                or
                some other category of payment which results in special tax treatment,
                Swinford and the Company shall cooperate with each other in connection
                with any proceeding or claim relating to the existence or amount
                of
                liability for the payment, and all expenses incurred by Swinford
                in
                connection therewith shall be paid by the Company promptly upon notice
                of
                demand from Swinford.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              d.

            	
              REIMBURSEMENT
                OF LEGAL EXPENSES.  In the event that Swinford is successful,
                whether in mediation, arbitration or litigation, in pursuing any
                claim or
                dispute involving Swinford’s Appointment with the Company, including any
                claim or dispute relating to (a) this Agreement, (b) termination
                of
                Swinford’s Appointment with the Company or (c) the failure or refusal of
                the Company to perform fully in accordance with the terms hereof,
                the
                Company shall promptly reimburse Swinford for all costs and expenses
                (including, without limitation, attorneys' fees) relating solely,
                or
                allocable, to such successful
                claim.

            


    

     

    
      	
               

            	
              e.

            	
              LAW
                GOVERNING.  This Agreement shall be governed under the laws of
                the State of Texas.

            


    

     

    
      	
               

            	
              f.

            	
              SEVERABILITY.  If
                any provision hereof is held invalid or unenforceable by a court
                of
                competent jurisdiction, such invalidity shall not affect the validity
                or
                operation of any other provision and such invalid provision shall
                be
                deemed to be severed from the
                Agreement.

            


    

     

    
      	
               

            	
              g.

            	
              WAIVERS.  No
                delay or omission by either party in exercising any right, power
                or
                privilege hereunder shall impair such right, power or privilege,
                nor shall
                any single or partial exercise such right, power or privilege preclude
                any
                further exercise thereof or the exercise of any other right, power
                or
                privilege.

            


    

     

    
      	
               

            	
              h.

            	
              COUNTERPARTS.  This
                Agreement may be executed in multiple counterparts, each of which
                shall be
                deemed an original, and all of which together shall constitute one
                and the
                same document.

            


    

     

    
      	
               

            	
              i.

            	
              CAPTIONS.  The
                captions in this Agreement are for convenience of reference only
                and shall
                not limit or otherwise affect any of the terms of provisions
                hereof.

            


    

     

    
      	
               

            	
              j.

            	
              REFERENCE
                TO AGREEMENT.  Use of the words “herein, “hereof,” “hereto,”
                “hereunder” and the like in this Agreement refer to this Agreement only as
                a whole and not to any particular section or subsection of this Agreement,
                unless otherwise noted.

            


    

     

    
      	
               

            	
              k.

            	
              SUCCESSORS.  This
                Agreement shall be binding on and shall inure to the benefit of the
                parties hereto, their heirs, administrators, successors, and
                assigns.

            


    

     

    
      	
               

            	
              l.

            	
              ASSIGNABILITY.  This
                Agreement and the rights and obligations thereunder may not be assigned
                by
                any act of either party or by operation of law without the prior
                written
                consent of each party.  However, the Company may fulfill its
                obligation to compensate Swinford through one or more of its wholly
                owned
                subsidiaries.

            


    

     

    
      	
               

            	
              m.

            	
              GENDER
                AND NUMBER.  The masculine gender shall be deemed to denote the
                feminine or neuter genders, the singular to denote the plural, and
                the
                plural to denote the singular, where the context so
                permits.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    


    COIL
      TUBING TECHNOLOGY HOLDINGS,
      INC.                                                                                                                                                   
JERRY
      SWINFORD

    


    


    


    By:           /S/
      Jerry
      Swinford                                                                                                                                          By:             /S/
      Jerry
      Swinford                                      

    Jerry
      Swinford, President and Chief Executive
      Officer                                                                                                                                       
Jerry
      Swinford