Unassociated Document


    ASSET
      PURCHASE AGREEMENT

     

    


    THIS
      ASSET PURCHASE AGREEMENT, dated as of April 3, 2006 (the “Agreement”),
      is by
      and among Total
      Well Solutions, LLC, a Wyoming limited liability company (the
      “Company”),
      Total
      Energy Technologies, LLC, a Delaware limited liability company (the
“Member”),
      and
      USA Petrovalve, Inc., a Texas corporation (“Buyer”).

     

    WITNESSETH:

    


    WHEREAS,
      Buyer desires to purchase substantially all of the assets of the Company;
      and

    


    WHEREAS,
      the Member has an ownership interest in the Company and thus would derive a
      substantial benefit from the consummation of the purchase transaction
      contemplated herein;

    


    WHEREAS,
      the Company, Eric Morrison and Guy Morrison (collectively, the “Morrisons”)
      have
      entered into the following agreements concerning the patents listed on Schedule
      A attached hereto (the “Patents”):
      (i)
      that certain Addendum to Agreement dated February 13, 2006 (the “Addendum”),
      and
      (ii) that certain Agreement dated April 18, 2005 (the “Morrison
      Agreement”);

    


    NOW,
      THEREFORE, in consideration of the premises and the representations, warranties,
      covenants and agreements contained herein, the parties hereto, intending to
      be
      legally bound, agree as follows:

     

    ARTICLE
      I

    THE
      PURCHASE

    


    Section
      1.1. Purchase.
      On and
      subject to the terms and conditions of this Agreement, at the Closing, Buyer
      will purchase from the Company, and the Company will sell to Buyer, the
      following assets, rights, properties, and interests of the Company (the
“Acquired
      Assets”):
      

    


    (a)  The
      machinery, office equipment, tools, shop equipment, computers, office supplies,
      vehicles, furnishings and fixtures, and other items of tangible personal
      property of the Company, including specifically but not limited to the items
      described on Schedule 1.1(a) (the “Tangible
      Personal Property”);

    


    (b)  All
      of
      the following of the Company (collectively, the “Intellectual
      Property Rights”):
      (i)
      inventions and discoveries that may be patentable (exclusive of the Intellectual
      Property Rights associated with the Gas Separator, (“Inventions”),
      (ii)
      all of the rights of the Company pursuant to the Morrison Agreement and/or
      the
      Addendum, (iii) all know-how, trade secrets, confidential and proprietary
      information, technical information, data, process technology, plans, drawings,
      and blue prints, including, but not limited to, all of the foregoing relating
      to
      the Patents) (collectively, “Trade
      Secrets”),
      and
      (iv) trademarks, service marks, trade names, and copyrights. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  The
      leasehold rights of the Company with respect to the items of personal property
      which are described on Schedule 1.1(c) (the “Leased
      Assets”);

    


    (d)  The
      rights of the Company under the agreements listed on Schedule 1.1(d) (the
“Assigned
      Agreements”);

    


    (e)  All
      of
      the customer lists, customer files (including credit applications and reports,
      credit histories and applicable terms and conditions) books, records, ledgers,
      files, documents, correspondence, plans, studies, and drawings of the Company,
      including, but not limited to, any tangible renditions of the Intellectual
      Property; 

    


    (f)  The
      inventories of finished goods, tooling inventory, work in progress and raw
      materials of the Company as of the Effective Time (as hereinafter defined)
      (the
“Purchased
      Inventory”),
      which
      shall specifically include, but shall not be limited to, the inventory listed
      on
      Schedule 1.1(f) (the “Scheduled
      Inventory”);

    


    (g)  All
      of
      the goodwill of the Company and all of the rights of the Company to use the
      tradename “Total Well Services” or any similar name (subject to the permitted
      use provided for in Section 5.6) (the “Tradename”).

    


    Section
      1.2 The
      Patents.
      At the
      Closing, the Company and the Buyer will enter into and deliver a license
      agreement in form and content reasonably satisfactory to Buyer and the Company
      (the “License
      Agreement”).

    


    Section
      1.3. Excluded
      Assets. 
      Notwithstanding the foregoing, the Acquired Assets shall not include the assets
      listed on Schedule 1.3.

    


    Section
      1.4. Purchase
      Price for Acquired Assets. 
      As
      consideration for the sale to it of the Acquired Assets, Buyer shall pay cash
      at
      Closing in the aggregate amount of $4,801,520.00 (the “Total
      Cash Payment”),
      allocated as follows: (i) $1,790,000.00 to be paid by Buyer to the Morrisons
      at
      Closing in satisfaction of the payment required to be made by the Company to
      the
      Morrisons pursuant to the Addendum (the “Morrisons
      Payment”),
      (ii)
      $1,623,827.00 to be paid to the TWS Secured Noteholders, in exchange for their
      Release of UCC-1 filing, (iii) $51,591.00 to be paid to release the liens on
      the
      TWS vehicles and
      (iii)
      $1,336,102.00 to be paid by Buyer to the Company at Closing, representing the
      portion of the Total Cash Payment remaining after the Morrisons Payment has
      been
      made (the “Net
      Cash Payment”).

    


    Section
      1.5. Assumption
      of Liabilities.
      Buyer
      has not and will not assume from the Company any liability or
      obligation.

    


    
      
        
        

      

      
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    Section
      1.6. Allocation.
      The
      parties will allocate for all purposes (including, but not limited to, financial
      accounting and tax purposes) the purchase price of the Acquired Assets as
      indicated on Schedule 1.6.

    


    Section
      1.7. Closing.
      The
      closing (the “Closing”)
      of the
      transactions contemplated by this Agreement (the “Purchase
      Transaction”)
      shall
      take place at the offices of the attorneys for Buyer in Houston, Texas as
      promptly as practicable (but in any event within five business days) following
      the date on which the last of the conditions set forth in Article VI is
      fulfilled or waived, or at such other time and place as Buyer and the Company
      shall agree. The date on which the Closing occurs is referred to in this
      Agreement as the “Closing
      Date.”
The
      Closing will be effective as of April 3, 2006 (the “Effective
      Time”).

    


    Section
      1.8. Transfer
      Documents.
      At the
      Closing, each of the parties hereto will perform such acts and deliver such
      documents as are required pursuant to the terms hereof to be delivered at
      Closing, including but not limited to:

    


    (a) the
      Company and the Member shall:

    


    (i) execute,
      acknowledge and deliver to Buyer all deeds, bills of sale, endorsements,
      assignments, and other good and sufficient instruments of conveyance, sale,
      transfer and assignment as shall be required to vest effectively in Buyer good
      and indefeasible title in and to the Acquired Assets, free and clear of all
      liens or encumbrances, including specifically, but not by way of limitation,
      an
      assignment and bill of sale in the form of Exhibit 1.8(a) (the “Assignment”);

    


    (ii) deliver
      or cause to be delivered to Buyer possession of all of the Acquired Assets
      capable of being physically delivered; and

    


    (iii) execute
      and deliver to the Buyer the License Agreement.

    


    (b) Buyer
      shall:

     

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

    


    (ii)  execute
      and deliver the Assignment; and

    


    (iii) execute
      and deliver the License Agreement.

     

    Section
      1.9. Property
      Taxes.
      Any
      general property and/or ad valorem tax assessed against or pertaining to the
      Acquired Assets for the taxable period that includes the date of the Closing
      shall be prorated between Buyer and the Company.

    


    
      
        
        

      

      
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      ARTICLE
        II

      REPRESENTATIONS
        AND

      WARRANTIES
        OF BUYER

    

    


    Buyer
      represents and warrants to the Company and the Member as follows:

    


    Section
      2.1. Organization
      and Qualification.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Texas and has the requisite corporate power and authority
      to own, lease and operate its assets and properties and to carry on its business
      as it is now being conducted.

    


    Section
      2.2. Authority;
      Non-Contravention; Approvals.

    


    (a) Buyer
      has
      full corporate power and authority to execute and deliver this Agreement to
      consummate the transactions contemplated hereby. Other than the approval by
      the
      Board of Directors of Buyer, no corporate proceedings on the part of Buyer
      are
      necessary to authorize the execution and delivery of this Agreement or the
      consummation by Buyer of the transactions contemplated hereby. This Agreement
      has been duly executed and delivered by Buyer, and, assuming the due
      authorization, execution and delivery hereof by the Company and the Member,
      constitutes a valid and legally binding agreement of Buyer enforceable against
      it in accordance with its terms, except that such enforcement may be subject
      to
      (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting or relating to enforcement of creditors' rights generally and (ii)
      general equitable principles.

    


    (b) The
      execution and delivery of this Agreement by Buyer and the consummation by Buyer
      of the transactions contemplated hereby do not and will not violate or result
      in
      a breach of any provision of, or constitute a default (or an event which, with
      notice or lapse of time or both, would constitute a default) under, or result
      in
      the termination of, or accelerate the performance required by, or result in
      a
      right of termination or acceleration under, or result in the creation of any
      lien, security interest, charge or encumbrance upon any of the properties or
      assets of Buyer under any of the terms, conditions or provisions of (i) the
      charter or bylaw of Buyer, (ii) any statute, law, ordinance, rule, regulation,
      judgment, decree, order, injunction, writ, permit or license of any court or
      governmental authority applicable to Buyer or any of its properties or assets
      or
      (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise,
      permit, concession, contract, lease or other instrument, obligation or agreement
      of any kind to which Buyer is now a party or by which Buyer or any of its
      properties or assets may be bound or affected.

    


    Section
      2.3 Brokers
      and Finders.
      Buyer
      has not entered into any contract, arrangement or understanding with any person
      or firm which may result in the obligation of Buyer to pay any finder's fees,
      brokerage or agent commissions or other like payments in connection with the
      transactions contemplated hereby. There is no claim for payment by Buyer of
      any
      investment banking fees, finder's fees, brokerage or agent commissions or other
      like payments in connection with the negotiations leading to this Agreement
      or
      the consummation of the transactions contemplated hereby.

    


    
      
        
        

      

      
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      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES

      OF
        THE COMPANY AND THE MEMBER

    

    


    The
      Company and the Member jointly and severally represent and warrant to Buyer
      that:

    


    Section
      3.1. Organization
      and Qualification.
      The
      Company is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Wyoming and has the requisite
      power
      and authority to own, lease and operate its assets and properties and to carry
      on its business as it is now being conducted. The Company is duly qualified
      to
      do business and is in good standing in each jurisdiction in which the properties
      owned, leased, or operated by it or the nature of the business conducted by
      it
      makes such qualification necessary. True, accurate and complete copies of the
      Company’s organizational documents, as in effect on the date hereof, including
      all amendments thereto, have heretofore been delivered to Buyer.

    


    Section
      3.2. The
      Member.
      The
      Member has an ownership interest in the Company.

    


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

     

    Section
      3.4. Authority;
      Non-Contravention; Approvals.

    


    (a) The
      Company has full limited liability company power and authority to execute and
      deliver this Agreement and to consummate the transactions contemplated hereby.
      This Agreement has been approved by the managers of the Company and the members
      of the Company to the extent required to consummate this transaction in
      accordance with applicable law, including but not limited to the laws of the
      State of Wyoming. No further actions on the part of the Company are necessary
      to
      authorize the execution and delivery of this Agreement or the consummation
      by
      the Company of the transactions contemplated hereby. This Agreement has been
      duly executed and delivered by the Company and the Member, and, assuming the
      due
      authorization, execution and delivery hereof by Buyer, constitutes a valid
      and
      legally binding agreement of the Company and the Member, enforceable against
      the
      Company and the Member in accordance with its terms, except that such
      enforcement may be subject to (a) bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting or relating to enforcement of
      creditors' rights generally and (b) general equitable principles.

    


    (b) Except
      as
      set forth in the disclosure schedule attached to this Agreement (the
“Disclosure
      Schedule”),
      the
      execution and delivery of this Agreement by the Company and the Member and
      the
      consummation by the Company and the Member of the transactions contemplated
      hereby do not and will not violate or result in a breach of any provision of,
      or
      constitute a default (or an event which, with notice or lapse of time or both,
      would constitute a default) under, or result in the termination of, or
      accelerate the performance required by, or result in a right of termination
      or
      acceleration under, or result in the creation of any lien, security interest,
      charge or encumbrance upon any of the properties or assets of the Company under
      any of the terms, conditions or provisions of (i) the organizational documents
      of the Company, (ii) any statute, law, ordinance, rule, regulation, judgment,
      decree, order, injunction, writ, permit or license of any court or governmental
      authority applicable to the Company or any of its properties or assets, or
      (iii)
      any note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
      concession, or any agreement to which the Company is now a party or by which
      the
      Company or any of its properties or assets may be bound or
      affected.

    


    
      
        
        

      

      
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    Section
      3.5. Financial
      Statements.
      The
      Company has furnished Buyer with a balance sheet of the Company as of December
      31, 2005, and the related statements of income for the calendar year then ended
      (including the notes thereto) (collectively, the "Financial
      Statement").
      The
      Financial Statement have been prepared in accordance with generally accepted
      accounting principles, consistently applied, and are accurate and complete
      and
      fairly present the financial condition and result of operations of the
      Company.

    


    Section
      3.6. Absence
      of Undisclosed Liabilities.
      Except
      as disclosed in the Disclosure Schedule, the Company has not incurred any
      liabilities or obligations (whether absolute, accrued, contingent or otherwise)
      of any nature, except liabilities or obligations (a) which are provided for
      in
      the Financial Statements or reflected in the notes thereto, (b) which were
      incurred after December 31, 2005, and were incurred in the ordinary course
      of
      business and consistent with past practices, or (c) liabilities or obligations
      under this Agreement.

    


    Section
      3.7. Absence
      of Certain Changes or Events.
      Since
      December 31, 2005, the business of the Company has been conducted in the
      ordinary course of business consistent with past practices, and there has not
      been any event, occurrence, development or state of circumstances or facts
      which
      has had, or could reasonably be anticipated to have, individually or in the
      aggregate, a Material Adverse Effect. Specifically, but not by way of
      limitation, since December 31, 2005, the Company has not engaged in or been
      subject to any of the actions described in Section 4.1. "Material
      Adverse Effect"
      means
      any event, occurrence, fact, condition, change, development or effect that
      is or
      could reasonably be anticipated to be materially adverse to the business, assets
      (including intangible assets), liabilities, financial condition, results of
      operations, properties (including intangible properties) or business prospects
      of the Company, as applicable, taken as a whole. 

    


    Section
      3.8. Tangible
      Assets.
      The
      Tangible Personal Property and the Leased Assets constitute all of the tangible
      personal property necessary for the conduct by the Company of its business
      as
      now conducted. The Company has good and indefeasible title to the Tangible
      Personal Property, free and clear of all mortgages, liens, pledges, charges,
      or
      encumbrance of any nature whatsoever. The Tangible Personal Property and Leased
      Assets are in good, serviceable condition and fit for the particular purposes
      for which they are used in the business of the Company, subject only to normal
      maintenance requirements and wear and tear reasonably expected in the ordinary
      course of business.

    


    
      
        
        

      

      
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    Section
      3.9. Employee
      Benefits.
      The
      Disclosure Schedule contains a complete list of “employee welfare plans” (as
      that term is defined in Section 3(1) of the Employee Retirement Income Security
      Act of 1974 (“ERISA”))
      currently maintained by the Company or any person or trade or business under
      common control with the Company, or in which active or former employees of
      the
      Company (collectively, the “Affected
      Employees”)
      currently participate (which plans are hereinafter referred to as “Welfare
      Plans”).
      The
      Disclosure Schedule also contains a complete list of “employee pension benefit
      plans” as that term is defined in Section 3(2) of ERISA maintained by the
      Company or any person or trade or business under common control with the
      Company, or in which any such entity currently contributes or is required to
      contribute or in which Affected Employees currently participate (which plans
      are
      hereinafter referred to as “Pension
      Plans”).
      Neither the Company nor any of the Affected Employees participate or ever
      participated in any “multiemployer plan” (as that term is defined in Section
      3(37) of ERISA). The Welfare Plans and Pension Plans, and any other plans of
      the
      type described in the first two sentences of this Section previously applicable
      at any time to the Company, are collectively referred to as the “Company
      Plans”.
      Each
      Company Plan is or was in compliance with the provisions of all applicable
      laws,
      rules and regulations, including, without limitation, ERISA and the Code. None
      of the Pension Plans has incurred any “accumulated funding deficiency” (as
      defined in Section 412(a) of the Code). The Company has not incurred any
      liability to the Pension Benefit Guaranty Corporation under Section 4062, 4063
      or 4064 of ERISA, or any withdrawal liability under Title IV of ERISA with
      respect to any multiemployer plan. The Disclosure Schedule describes all bonuses
      and other compensation which will be payable to any of the employees of the
      Company as a result of the consummation of the Purchase Transaction, and any
      obligation to pay severance payments.

    


    Section
      3.10. Litigation.
      There
      are no claims, suits, actions, or proceedings pending or, to the Knowledge
      of
      the Company, threatened against or relating to the Company, before any court,
      governmental department, commission, agency, instrumentality or authority,
      or
      any arbitrator. The Company is not subject to any judgment, decree, injunction,
      rule or order of any court, governmental department, commission, agency,
      instrumentality or authority, or any arbitrator. For purposes of this Agreement,
      “Knowledge”
means
      actual or constructive knowledge of officers of the Company after reasonable
      inquiry.

    


    Section
      3.11. No
      Violation of Law.
      The
      Company is not in violation of or has been given notice or been charged with
      any
      violation of, any law, statute, order, rule, regulation, ordinance or judgment
      (including, without limitation, any applicable Environmental Law) of any
      governmental or regulatory body or authority. Except as disclosed in the
      Disclosure Schedule, as of the date of this Agreement, to the Knowledge of
      the
      Company, no investigation or review by any governmental or regulatory body
      or
      authority is pending or threatened, nor has any governmental or regulatory
      body
      or authority indicated an intention to conduct the same. The governmental
      permits or licenses of the Company (the “Permits”)
      are
      sufficient for the Company to conduct its business in the manner currently
      conducted, and the Company is not in violation of the terms thereof. The Company
      is not in violation of the terms of any of its Permits and is not required
      to
      possess any other permit, license, franchise, variance, exemption, order or
      other governmental authorization, consent or approval.

    


    
      
        
        

      

      
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    Section
      3.12. Labor
      Matters.
      The
      Disclosure Schedule sets forth a list of each of the employees of the Company,
      and a description of the salaries and other compensation payable to such
      individuals. Except as set forth in the Disclosure Schedule, (a) there are
      no
      material controversies pending or, to the Knowledge of the Company, threatened
      between the Company on the one hand and any of its employees on the other,
      (b)
      the Company is not a party to a collective bargaining agreement of other labor
      union contract applicable to persons employed by the Company, nor does the
      Company have any Knowledge of any activities or proceedings of any labor union
      to organize any such employees, (c) the Company is not a party to any written
      agreement, memorandum, or understanding with respect to the employment of any
      individual, and (d) neither the Company or the Member are aware of any intention
      of any employee to terminate his or her employment with the Company, either
      as a
      result of the Purchase Transaction or otherwise.

    


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

    


    Section
      3.14. Environmental
      Matters.
      Except
      as set forth in the Disclosure Schedule:

    


    (a) no
      notice, demand, request for information, citation, summons or order has been
      received, no complaint has been served, no penalty has been assessed, and no
      investigation, action, claim, suit, proceeding or review is pending or, to
      the
      Knowledge of the Company, is threatened by any governmental entity or other
      person relating to or arising out of any environmental law;

    


    (b) the
      Company is and has been in compliance with all Environmental Laws and
      environmental permits; and

    


    (c) there
      are
      no liabilities of or relating to the Company of any kind whatsoever, whether
      accrued, contingent, absolute, determined, determinable or otherwise, arising
      under or relating to any environmental law and there are no facts, conditions,
      situations or set of circumstances which could reasonable be expected to result
      in or be the basis for any such liability.

    


    Section
      3.15. Material
      Contracts.
      Schedule 1.1(d) lists all agreements, leases, commitments, contracts,
      undertakings or understandings, to which the Company is a party, including
      but
      not limited to service agreements, manufacturing agreements, purchase or sale
      agreements, master service agreements, supply agreements, distribution or
      distributor agreements, real estate leases, purchase orders, license agreements,
      customer orders and equipment rental agreements, in addition to (i) that certain
      Exclusive Distribution Agreement dated September 1, 2003 between the Company
      and
      Tianjin Eastern Pump Company Ltd. (the “Distribution
      Agreement”),
      (ii)
      that certain Manufacturing Services and Supply Agreement dated September 1,
      2003
      between the Company and Tianjin Eastern Pump Company Ltd, (the “Manufacturing
      Agreement”),
      and
      (iii) the Morrison Agreement and the Addendum (the Assigned Agreements, the
      Distribution Agreement, the Manufacturing Agreement, the Morrison Agreement
      and
      the Addendum are referred to herein collectively as the "Operating
      Agreements").
      Each
      Operating Agreement is a valid, binding and enforceable agreement of the Company
      and, to the Knowledge of the Company, the other parties thereto. There has
      not
      occurred any breach or default under any Operating Agreement on the part of
      the
      Company or, to the Knowledge of the Company, any other parties thereto. No
      event
      has occurred which with the giving of notice or the lapse of time, or both,
      would constitute a default under any Operating Agreement on the part of the
      Company, or, to the Knowledge of the Company, any of the other parties thereto.
      There is no dispute between the parties to any Operating Agreement as to the
      interpretation thereof or as to whether any party is in breach or default
      thereunder, and no party to any Operating Agreement has indicated its intention
      to, or suggested it may evaluate whether to, terminate any Operating Agreement.
      

    


    
      
        
        

      

      
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    Section
      3.16 Intellectual
      Property.  

    


    (a)  Upon
      the
      execution and delivery by the Morrisons of a patent assignment with respect
      to
      the Patents in form reasonably satisfactory to the Company and the Buyer, the
      Company has the right to freely use the Patents and the Intellectual Property
      Rights (collectively, the “Subject
      Rights”)
      and,
      except as indicated on the Disclosure Schedule, owns the Subject Rights, free
      of
      any lien or encumbrance. The Company has no obligation to pay royalties or
      other
      compensation to third parties in exchange for the right to use any of the
      Subject Rights. The Company has not assigned, hypothecated or otherwise
      encumbered any of the Subject Rights.

    


    (b)  Upon
      the
      execution and delivery by the Morrisons of a patent assignment with respect
      to
      the Patents in form reasonably satisfactory to the Company and the Buyer, the
      Company may freely license, assign or transfer all of the Subject Rights.


    


    (c)  The
      Company has no Knowledge of any infringement by any other person of any of
      the
      Subject Rights, and the Company has not entered into any agreement to indemnify
      any other party against any charge of infringement of any of the Subject Rights.
      The Company has not and does not violate or infringe any intellectual property
      right of any other person, and the Company has not received any communication
      alleging that it violates or infringes the intellectual property rights of
      any
      other person. The Company has not been sued for infringing any intellectual
      property right of another person. 

    


    (d)  To
      the
      knowledge of the Company, all of the issued Patents are currently in compliance
      with formal legal requirements (including payment of filing, examination, and
      maintenance fees and proofs of working or use), and are valid and enforceable.
      No such Patent has been or is now involved in any interference, reissue,
      reexamination, or opposition proceeding. To the knowledge of Company, there
      is
      no patent or patent application of any third party that potentially interferes
      with any such Patent. None of the Patents have been challenged or threatened
      in
      any way or to the knowledge of the Company, is being infringed.

    


    
      
        
        

      

      
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    (e)  With
      respect to each Trade Secret, the documentation, if any, relating to such Trade
      Secret is current and accurate. The Company has taken all reasonable precautions
      to protect the secrecy, confidentiality, and value of all Trade Secret
      (including the enforcement by the Company of a policy requiring each employee
      or
      contractor to execute proprietary information and confidentiality agreements
      substantially in the standard form of the company and all current and former
      employees and contractors of the company have executed such an agreement).
      The
      Company has good title and an absolute right to use the Trade Secrets. The
      Trade
      Secrets are not part of the public knowledge or literature, and, to the
      Knowledge of the Company, have not been used, divulged, or appropriated either
      for the benefit of any person (other than the company) or to the detriment
      of
      the company. To the Knowledge of the Company, no Trade Secret is subject to
      any
      adverse claim or has been challenged or threatened in any way or infringes
      any
      intellectual property right of any other person.

    


    Section
      3.17 Inventory.
      The
      Purchased Inventory consists of items that are usable and saleable in the
      ordinary course of business by the Company. All items of Purchased Inventory
      are
      owned by the Company free and clear of any lien or encumbrance, and are in
      good
      condition. No items of Purchased Inventory are held by the Company on
      consignment from others. As of the Effective Time the Scheduled Inventory is
      located on the premises of the Company as the Effective Time as determined
      by a
      physical count conducted by the Company.

    


    Section
      3.18 Solvency.
      Solvency.
      After
      taking into account any forbearance agreements entered into by any of the
      creditors of the Company (other than Bovaro Partners LLC or its affiliates
      or
      Hunter Cochrane) at or prior to the Closing, the Company will not be insolvent
      as of the Closing and will not be rendered insolvent by the Purchase
      Transaction. Taking into account the statements made in the preceding sentence
      and after giving effect to the consummation of the Purchase Transaction and
      License Agreement, the Company will be able to pay its liabilities as they
      become due.

    


    Section
      3.19. Brokers
      and Finders.
      Buyer
      has not entered into any contract, arrangement or understanding with any person
      or firm which may result in the obligation of the Company or the Member to
      pay
      any finder's fees, brokerage or agent commissions or other like payments in
      connection with the transactions contemplated hereby. There is no claim for
      payment by Buyer of any investment banking fees, finder's fees, brokerage or
      agent commissions or other like payments in connection with the negotiations
      leading to this Agreement or the consummation of the transactions contemplated
      hereby. Specifically, but not by way of limitation, Buyer shall not have any
      such obligation with respect to any of the foregoing as a result of the Purchase
      Transaction to Bovaro Partners LLC or its affiliates or Hunter
      Cochrane.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    Section
      3.20. Disclosure.
      No
      representation or warranty of the Company or the Member set forth hereunder
      or
      in the schedules attached hereto or in any certificate delivered pursuant to
      Section 6.2(a) contains any untrue statement of the material fact or omits
      to
      state a material fact necessary in order to make the statements contained herein
      or therein not misleading. 

     

    ARTICLE
      IV

    CONDUCT
      OF BUSINESS PENDING THE CLOSING

    


    Section
      4.1. Conduct
      of Business of the Company.
      Prior
      to the Effective Time, the Company shall operate its business in, and only
      in,
      the usual, regular and ordinary course of business in substantially the same
      manner as operated on the date of this Agreement. The Member will assure that
      the Company complies with the requirements of this Section. Without limiting
      the
      generality of the foregoing, during the period from the date of this Agreement
      to the Effective Time, the Company will not:

    


    (a) Sell,
      lease or otherwise dispose of, or agree to sell, lease or otherwise dispose
      of,
      any of its assets other than inventory in the ordinary course of business
      consistent with past practice; 

    


    (b) Adopt,
      amend or terminate any Company Plan;

    


    (c) Except
      as
      provided in Section 5.7, amend or terminate any Operating
      Agreement;

    


    (d) Enter
      into or modify any employment or severance agreement with any director, officer,
      or employee, or agree to increase the compensation of any officer, director
      or
      employee; and/or

    


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

    


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

     

    ARTICLE
      V

    ADDITIONAL
      AGREEMENTS

    


    Section
      5.1. Cooperation.
      The
      Company shall afford to Buyer and its accountants, counsel, financial advisors
      and other representatives reasonable access during normal business hours
      throughout the period prior to the Effective Time to all of its properties,
      books, contracts, personnel, representatives of or contacts with governmental
      or
      regulatory authorities, agencies or bodies, commitments, and records (including,
      but not limited to, tax returns and any and all records or documents which
      are
      within the possession of governmental or regulatory authorities, agencies or
      bodies, and the disclosure of which the Company can facilitate or control)
      and,
      such parties as its representatives may reasonably request. Any investigation
      pursuant to this Section shall be conducted in such manner as not to interfere
      unreasonably with the conduct of the business of the Company or with the
      performance of any of the employees of the Company. No investigation pursuant
      to
      this Section shall affect any representation or warranty made by any party.
      Each
      of the parties hereto shall use all reasonable efforts to take, or cause to
      be
      taken, all action and to do, or cause to be done, all things necessary, proper
      or advisable under applicable laws and regulations to consummate and make
      effective the transactions contemplated by this Agreement,

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    Section
      5.2. Further
      Assurances.
      The
      Member and the Company shall execute, acknowledge and deliver or cause to be
      executed, acknowledged and delivered to Buyer such assignments or other
      instruments of transfer, assignment and conveyance, in form and substance
      satisfactory to counsel of Buyer, as shall be necessary to vest in Buyer all
      of
      the right, title and interest in and to the Acquired Assets, in each case free
      and clear of all liens, charges, encumbrances, rights of others, mortgages,
      pledges or security interests, and any other document reasonably requested
      by
      Buyer in connection with this Agreement.

    


    Section
      5.3. Expenses
      and Fees.
      All
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expenses, regardless of whether the Closing occurs.

    


    Section
      5.4. Notification
      of Certain Matters.
      Each of
      the parties agrees to give prompt notice to each other of, and to use their
      respective reasonable best efforts to prevent or promptly remedy, (a) the
      occurrence or failure to occur or the impending or threatened occurrence or
      failure to occur, of any event which occurrence or failure to occur would be
      likely to cause any of its representations or warranties in this Agreement
      to be
      untrue or inaccurate in any material respect (or in all respects in the case
      of
      any representation or warranty containing any materiality qualification) at
      any
      time from the date hereof to the Effective Time and (b) any material failure
      (or
      any failure in the case of any covenant, condition or agreement containing
      any
      materiality qualification) on its part to comply with or satisfy any covenant,
      condition or agreement to be complied with or satisfied by it
      hereunder.

    


    Section
      5.5. Employee
      Matters.
      

    


    (a) Effective
      immediately following the Closing, Buyer shall offer employment to all of the
      employees of the Company, each of which who accepts a position shall hereinafter
      be referred to as a “Affected
      Employee”
and
      shall become an employee of Buyer, terminable at will. In order to facilitate
      the foregoing, the Company shall, effective immediately following the Closing,
      terminate the employment of all employees of the Company and take all
      appropriate steps necessary to comply with applicable law in connection with
      the
      termination of such employees.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (b) Notwithstanding
      anything to the contrary contained in this Section, the parties acknowledge
      and
      agree that they do not intend to create any third-party beneficiary rights
      respecting any employee of the Company as a result of the provisions hereof
      and
      specifically hereby negate any intention to so create any third-party
      beneficiary rights.

    


    (c) With
      respect to employees who accept employment with Buyer, the Company will remain
      responsible for medical insurance premiums and other medical related benefits
      relating to periods prior to the Effective Time and Buyer will be responsible
      for all other medical insurance premiums and other medical related benefits
      relating to periods after the Closing to the extent covered under their plans
      without the application of any waiting period for coverage generally applicable
      to newly hired employees. The Company shall make available, at such Affected
      Employee’s expense, medical coverage under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended, to the Affected Employees to the extent
      required by applicable law. The Company and Buyer shall cooperate and coordinate
      with each other to provide continuity of health, hospitalization, life, travel
      and accident insurance coverage for the Affected Employees. The cost of
      insurance coverage for the Affected Employees from and after the Effective
      Time
      shall be borne by Buyer and not the Company, based on the terms of the health
      insurance policies of the Buyer which are applicable from time to time with
      respect to employee premium contributions and other matters.

    


    (d) Buyer
      and
      the Company shall complete and furnish to each other any other employee data
      as
      shall be reasonably required from time to time for each party to perform and
      fulfill its obligations under this Section 5.5.

    


    (e) The
      Company agrees that it shall be solely responsible for all liability, costs
      and
      expenses (including attorneys’ fees) for all claims relating to their
      employment, including but not limited to arbitrations, unfair labor practice
      charges, employment discrimination charges, wrongful termination claims,
      workers’ compensation claims, any employment-related tort claim or other claims
      or charges (collectively, “Employment Claims”)
      by any
      employee or former employee of the Company which accrued prior to the Effective
      Time relating to arbitrations, unfair labor practice charges, employment
      discrimination charges, wrongful termination claims, workers’ compensation
      claims, any employment-related tort claim or other claims or charges of or
      by
      employees of the Company. Buyer agrees that it shall be responsible for all
      Employment Claims by any Affected Employee who accepts employment with Buyer
      which accrues after the Effective Time. The Disclosure Schedule sets forth
      a
      brief description of any known Employment Claims that have been filed or may
      be
      filed after the date hereof arising out of conditions, actions or events that
      occurred before the Effective Time.

    


    Section
      5.6 The
      Tradename.
      The
      Company will not use the Tradename after the Closing other than to collect
      receivables attributable to periods prior to Closing. The Company will change
      its name to a name dissimilar to the Tradename within 10 days of Closing.


    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    Section
      5.7 China
      Contracts.
      The
      Company will use its best efforts to assist Buyer in entering into a new
      Distribution Agreement and the Manufacturing Agreement with Tianjin Eastern
      Pump
      Company Ltd. on terms acceptable to the Buyer.

     

    ARTICLE
      VI

    CONDITIONS
      TO CLOSING

    


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

    


    (a) Buyer
      shall have performed in all material respects (or in all respects in the case
      of
      any agreement containing any materiality qualification) its agreements contained
      in this Agreement required to be performed on or prior to the Closing Date
      and
      the representations and warranties of Buyer contained in this Agreement shall
      be
      true and correct in all material respects (or in all respects in the case of
      any
      representation or warranty containing any materiality qualification) on and
      as
      of the date made and on and as of the Closing Date as if made at and as of
      such
      date, and the Company shall have received a certificate executed on behalf
      of
      Buyer by the President or a Vice President of Buyer and on behalf of Buyer
      by
      the Chief Executive Officer of Buyer to that effect.

    


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

    


    (a) the
      Company and the Member shall have performed in all material respects (or in
      all
      respects in the case of any agreement containing any materiality qualification)
      their respective agreements contained in this Agreement required to be performed
      on or prior to the Closing Date and the representations and warranties of the
      Company and the Member contained in this Agreement shall be true and correct
      in
      all material respects (or in all respects in the case of any representation
      or
      warranty containing any materiality qualification) on and as of the date made
      and on and as of the Closing Date as if made at and as of such date, and Buyer
      shall have received a certificate executed on behalf of the Company by the
      President and Chief Executive Officer of the Company to that
      effect;

    


    (b) Except
      as
      stated in the Disclosure Statement, since December 31, 2005, there shall have
      been no changes that constitute, and no event or events shall have occurred
      which have resulted in or constitute, a Material Adverse Effect;

    


    (c) the
      Morrisons shall have executed and delivered to the Company a patent assignment
      with respect to the Patents in a form reasonably satisfactory to the
      Buyer;

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (d) the
      Company shall have received the opinion letter of Hawks & Associates, L.C.
      regarding the effect of Wyoming law on this transaction with the opinion letter
      in a form that is acceptable to the Buyer, in its sole discretion);

    


    (e) the
      Buyer
      and the Morrisons shall have entered into employment agreements with Buyer
      acceptable to Buyer, in its absolute discretion.

     

    ARTICLE
      VII

    INDEMNIFICATION

    


    Section
      7.1. Indemnification
      of Buyer.
      The
      Member and the Company shall jointly and severally indemnify Buyer, its
      affiliates, and their respective officers, directors, employees and agents
      against, and hold each of them harmless from and against, any and all claims,
      actions, causes of action, arbitrations, proceedings, losses, damages,
      liabilities, judgments and expenses (including, without limitation, reasonable
      attorneys' fees) ("Indemnified
      Amounts")
      incurred by the indemnified party as a result of (a) any error, inaccuracy,
      breach or misrepresentation in any of the representations and warranties made
      by
      or on behalf of the Company or the Member in this Agreement, (b) any violation
      or breach by the Company or the Member of or default by the Company or the
      Member under the terms of this Agreement, and/or (c) any event or occurrence
      relating to the business of the Company occurring prior to the Effective Time.
      The indemnified party shall be entitled to recover its reasonable and necessary
      attorneys' fees and litigation expenses incurred in connection with successful
      enforcement of its rights under this Section. Upon and conditional upon the
      consummation of the Closing, the Company hereby releases the Morrisons, from
      and
      all claims held by the releasing party against the released party, known or
      unknown, actual or contingent, including but not limited to any claims relating
      to the employment by the Company of the Morrisons. 

    


    Section
      7.2. Indemnification
      of the Member and the Company.
      Buyer
      shall indemnify the Member and the Company against, and hold each of them
      harmless from and against, any and all Indemnified Amounts incurred by the
      Member or the Company as a result of (a) any error, inaccuracy, breach or
      misrepresentation in any of the representations and warranties made by or on
      behalf of Buyer in this Agreement, and/or (b) any violation or breach by Buyer
      of or default by Buyer under the terms of this Agreement. The indemnified party
      shall be entitled to recover its reasonable and necessary attorneys' fees and
      litigation expenses incurred in connection with successful enforcement of his
      rights under this Section.

    


    Section
      7.3. Procedure.
      The
      defense of any claim, action, suit, proceeding or investigation subject to
      indemnification under this Article shall be conducted by the indemnifying party.
      If the indemnifying party fails to conduct such defense, the indemnified parties
      may retain counsel satisfactory to them and the indemnifying party shall pay
      all
      reasonable fees and expenses of such counsel for the indemnified parties
      promptly as statements therefor are received. The party not conducting the
      defense will use reasonable efforts to assist in the vigorous defense of any
      such matter, provided that such party shall not be liable for any settlement
      of
      any claim effected without its written consent, which consent, however, shall
      not be unreasonably withheld. Any indemnified party wishing to claim
      indemnification under this Article VII, upon learning of any such claim, action,
      suit, proceeding or investigation, shall notify the indemnifying party (but
      the
      failure so to notify a party shall not relieve such party from any liability
      which it may have under this Article VII except to the extent such failure
      materially prejudices such party). If the indemnifying party is responsible
      for
      the attorneys’ fees of the indemnified parties, then the indemnified parties as
      a group may retain only one law firm to represent them with respect to each
      such
      matter unless there is, under applicable standards of professional conduct,
      a
      conflict on any significant issue between the positions of any two or more
      indemnified parties.

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    Section
      7.4. Express
      Negligence Rule.
      The
      indemnification obligations under this Article VII shall apply regardless of
      whether any suit or action results solely or in part from the active, passive
      or
      concurrent negligence of the indemnified party.
      The
      rights of the parties to indemnification under this Article VII shall not be
      limited due to any investigations heretofore or hereafter made by such parties
      or their representatives, regardless of negligence in the conduct of any such
      investigations. 

     

    ARTICLE
      VIII

    MISCELLANEOUS

    


    Section
      8.1. Termination.
      This
      Agreement may be terminated at any time prior to the Effective Time, as
      follows:

    


    (a) the
      Company shall have the right to terminate this Agreement:

    


    (i) if
      the
      representations and warranties of Buyer shall fail to be true and correct in
      all
      material respects (or in all respects in the case of any representation or
      warranty containing any materiality qualification) on and as of the date made
      or, except in the case of any such representations and warranties made as of
      a
      specified date, on and as of any subsequent date as if made at and as of the
      subsequent date and such failure shall not have been cured in all material
      respects (or in all respects in the case of any representation or warranty
      containing any materiality qualification) within 30 days after written notice
      of
      such failure is given to Buyer by the Company; 

    


    (ii) if
      the
      Purchase Transaction is not completed by April
      5,
      2006
      (provided that the right to terminate this Agreement under this Section
      8.1(a)(ii) shall not be available to the Company if the failure of the Company
      to fulfill any obligation to Buyer under or in connection with this Agreement
      has been the cause of or resulted in the failure of the Purchase Transaction
      to
      occur on or before such date); or

    


    (iii) if
      Buyer
      (A) fails to perform in any material respects any of its covenants (or in all
      respects in the case of any covenant containing any materiality qualification)
      in this Agreement and (B) does not cure such default in all material respects
      (or in all respects in the case of any covenant containing any materiality
      qualification) within 30 days after written notice of such default is given
      to
      Buyer by the Company.

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

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

    


    (i) if
      the
      representations and warranties of the Company shall fail to be true and correct
      in all material respects (or in all respects in the case of any representation
      or warranty containing any materiality qualification) on and as of the date
      made
      or, except in the case of any such representations and warranties made as of
      a
      specified date, on and as of any subsequent date as if made at and as of such
      subsequent date and such failure shall not have been cured in all material
      respects (or in all respects in the case of any representation or warranty
      containing any materiality qualification) within 30 days after written notice
      of
      such failure is given to the Company by Buyer;

    


    (ii) if
      the
      Purchase Transaction is not completed by April 5, 2006 (provided that the right
      to terminate this Agreement under this Section 8.1(b)(ii) shall not be available
      to Buyer if the failure of Buyer to fulfill any obligation to the Company under
      or in connection with this Agreement has been the cause of or resulted in the
      failure of the Purchase Transaction to occur on or before such date);
      or

    


    (iii) if
      the
      Company or the Member (A) fails to perform in any material respect (or in all
      respects in the case of any covenant containing any materiality qualification)
      any of their covenants in this Agreement and (B) do not cure such default in
      all
      material respects (or in all respects in the case of any covenant containing
      any
      materiality qualification) within 30 days after notice of such default is given
      to the Company by Buyer.

    


    Section
      8.2. Effect
      of Termination.
      In the
      event of termination of this Agreement by either Buyer or the Company pursuant
      to the provisions of Section 8.1, this Agreement shall forthwith become void
      and
      there shall be no further obligations on the part of the Company, Buyer, or
      its
      respective officers or directors, or the Member to perform any covenant or
      provision of this Agreement which otherwise would be required to be performed
      after the date of termination (except as set forth in this Section 8.2 and
      in
      Sections 5.3 and 8.9, all of which shall survive the termination). Nothing
      in
      this Section 8.2 shall relieve any party from liability for any breach of this
      Agreement.

    


    Section
      8.3. Remedies.
      If any
      legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any of the provisions of this Agreement,
      the successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys' fees and other costs incurred in that action or proceeding
      in addition to any other relief to which it or he may be entitled at law or
      equity.

    


    Section
      8.4. Notices.
      All
      notices, consents, demands or other communications required or permitted to
      be
      given pursuant to this Agreement shall be deemed sufficiently given: (i) when
      delivered personally during a business day to the appropriate location described
      below or telefaxed to the telefax number indicated below, or (ii) five (5)
      business days after the posting thereof by United States first class, registered
      or certified mail, return receipt requested, with postage fee prepaid and
      addressed:

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
      
        	 	If to Buyer:	
                7030 Empire Central Drive

                
                  Houston,
                    Texas 77040

                  Telefax
                    No. (713) 466-8386

                

              
	 	 	 
	 	With a copy to:	
                Casey
                  W. Doherty

                Doherty
                  & Doherty LLP

                1717
                  St. James Place, Suite 520

                Houston,
                  Texas 77056

                Telefax
                  No. (713) 572-1001

              
	 	 	 
	 	
                If to the Company or

                the Member:

              	Gary A. Weiss
                4270
                  W. Greens Pl.

                Wilson,
                  WY 83014

              
	 	 	 


      

    

    


    Section
      8.5. Successors.
      This
      Agreement shall be binding upon each of the parties upon their execution, and
      inure to the benefit of the parties hereto and their successors and assigns.
      

    


    Section
      8.6. Severability.
      In the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall, for any reason, be held to
      be
      invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
      or unenforceability shall not affect any other provision of this Agreement
      or
      any such other instrument.

    


    Section
      8.7. Section
      Headings.
      The
      section headings used herein are descriptive only and shall have no legal force
      or effect whatsoever. Except to the extent the context specifically indicates
      otherwise, all references to articles and sections refer to articles and
      sections of this Agreement, and all references to the exhibits and schedules
      refer to exhibits and schedules attached hereto, each of which is made a part
      hereof for all purposes.

    


    Section
      8.8. Gender.
      Whenever the context so requires, the masculine shall include the feminine
      and
      neuter, and the singular shall include the plural and conversely.

    


    Section
      8.9. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, U.S.A., applicable to agreements and contracts executed and
      to
      be wholly performed there, without giving effect to the conflicts of law
      principles thereof.

    


    Section
      8.10. Multiple
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    Section
      8.11. Waiver.
      Any
      waiver by either party to be enforceable must be in writing and no waiver by
      either party shall constitute a continuing waiver.

    


    Section
      8.12. Entire
      Agreement.
      This
      Agreement and the other agreements referred to herein set forth the entire
      understanding of the parties hereto relating to the subject matter hereof and
      thereof and supersede all prior agreements and understandings among or between
      any of the parties relating to the subject matter hereof and
      thereof.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first set forth above.

     

     

     

    
      	 	 	 
	 	
              THE
                COMPANY:

               

              TOTAL WELL SOLUTIONS, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gary A. Weiss
	 	
              
Name:
              Gary A. Weiss
	 	Title: 
              Managing Member


    

     

     

    
      	 	 	 
	 	
              BUYER:

               

              USA PETROVALVE, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Jerry D. Dumas, Sr.
	 	
              
Jerry
              D. Dumas, Sr., Chairman and Chief
	 	Executive
              Officer


    

     

     

     

    
      	 	 	 
	 	
              THE
                MEMBER:

               

              TOTAL
                ENERGY TECHNOLOGIES, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gary A. Weiss   
	 	
              
Name:
              Gary A. Weiss
	 	Title:
              Managing Member


    

     

    
      
        
          
          

        

        
          -19-