AGREEMENT TO PLAN OF MERGER

Exhibit 10.2

AGREEMENT AND PLAN OF MERGER

          This Agreement And Plan Of Merger (“Agreement”) is made as of November 30, 2006, by Aduddell Industries, Inc., an Oklahoma corporation (“Aduddell”), Aduddell Merger, Inc., an Oklahoma corporation and a wholly-owned subsidiary of Aduddell (“ Merger Sub ”), and Brent Anderson Associates, Inc., a Minnesota corporation (the “Company”), and Brent Anderson, an individual resident in Minnesota (the “Company Shareholder”).

RECITALS

          A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Oklahoma General Corporation Act (the “ OGCA ”), Aduddell and the Company intend to enter into a business combination transaction by means of a merger between Merger Sub and the Company in which the Company will merge with and into Merger Sub, and Merger Sub will be the surviving entity and a wholly owned subsidiary of Aduddell, through an exchange of all the issued and outstanding shares of capital stock of the Company for shares of common stock of Aduddell and cash.

          B. The Boards of Directors of each of the Company, Parent and Merger Sub have determined that the Merger (as defined in Section 1.1) is fair to, and in the best interests of, their respective companies and their respective stockholders.

          C. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

          NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

          The parties, intending to be legally bound, agree as follows:

     1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

          “ Adjustments ”—as set forth in Section 2.5.

          “ Applicable Contract ”—any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound.

          “ Balance Sheet ”—as defined in Section 3.4.

          “ Best Efforts ”—the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

          “ Breach ”—a “Breach” of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been (a) any material inaccuracy in or material breach of, or any material failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any Person) or other occurrence or circumstance that is or was materially inconsistent with such representation, warranty, covenant, obligation, or other provision, and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.

          “ Aduddell ”—as defined in the first paragraph of this Agreement.

          “ Aduddell Shares ”—as defined in Section 3.2(d).

          “ Closing ”—as defined in Section 2.3.

          “ Closing Date ”—the date and time as of which the Closing actually takes place.

          “ Company ”—as defined in the first paragraph of this Agreement.

          “ Company Shareholder ”—as defined in the Recitals of this Agreement.

          “ Consent ”—any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

          “ Contemplated Transactions ”—all of the transactions contemplated by this Agreement, including the merger of the Company with and into Merger Sub

               (a) the execution, delivery, and performance of the Employment Agreement, the Non-competition Agreement and the Escrow Agreement; and

               (b) the performance by Aduddell and Company of their respective covenants and obligations under this Agreement.

          “ Contract ”—any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

          “ Damages ”—as defined in Section 10.2.

          “ Employment Agreements ”—as defined in Section 2.4(a)(iii).

          “ Encumbrance ”—any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

          “ Environment ”—soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

          “ Environmental, Health, and Safety Liabilities ”—any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

               (a) any environmental, health, or safety matters or conditions (including on-site or off-site contamination, occupational safety and health, and regulation of chemical substances or products);

               (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;

               (c) financial responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment, or other remediation or response actions (“Cleanup”) required by applicable Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

               (d) any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law.

          The terms “removal,” “remedial,” and “response action,” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq ., as amended (“CERCLA”).

          “ Environmental Law ”—any Legal Requirement that requires or relates to:

               (a) advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;

               (b) preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;

               (c) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;

               (d) assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

               (e) protecting resources, species, or ecological amenities;

               (f) reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;

               (g) cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or

               (h) making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

          “ ERISA ”—the Employee Retirement Income Security Act of 1974 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

          “ Escrow Agreement ”—as defined in Section 2.4.

          “ Facilities ”—any real property, leaseholds, or other interests currently owned or operated by the Company and any buildings, plants, structures, or equipment (including motor vehicles, tank cars, and rolling stock) currently owned or operated by the Company.

          “ GAAP ”—generally accepted United States accounting principles, applied on a basis consistent with the basis on which the Balance Sheet and the other financial statements referred to in Section 3.4(b) were prepared.

          “ Governmental Authorization ”—any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

          “ Governmental Body ”—any:

               (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;

               (b) federal, state, local, municipal, foreign, or other government;

               (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

               (d) multi-national organization or body; or

               (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

          “ Hazardous Activity ”—the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about, or from the Facilities or any part thereof into the

Environment, and any other act, business, operation, or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the Facilities, or that may materially affect the value of the Facilities or the Company.

          “ Hazardous Materials ”—any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

          “ Intellectual Property Assets ” —as defined in Section 3.22.

          “ Interim Balance Sheet ”—as defined in Section 3.4.

          “ IRC ”—the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.

          “ IRS ”—the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

      “Knowledge”— means actual knowledge or awareness as to a specified fact or event of a Person that is an individual or of an executive officer or director of a Person that is a corporation or of a Person in a similar capacity of an entity other than a corporation, or a prudent Person could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter.

          “ Legal Requirement ”—any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

          “ Occupational Safety and Health Law ”—any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards.

          “ Order ”—any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

          “ Ordinary Course of Business ”—an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if:

               (a) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

               (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); and

               (c) such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

          “ Organizational Documents ”—(a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (e) any amendment to any of the foregoing.

          “ Person ”—any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

          “ Plan ”—as defined in Section 3.13.

          “ Proceeding ”—any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

          “ Related Person ”—with respect to a particular individual:

               (d) each other member of such individual’s Family;

               (e) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;

               (f) any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

               (g) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor, or trustee (or in a similar capacity).

          With respect to a specified Person other than an individual:

               (h) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person;

               (i) any Person that holds a Material Interest in such specified Person;

               (j) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity);

               (k) any Person in which such specified Person holds a Material Interest;

               (l) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

               (m) any Related Person of any individual described in clause (b) or (c).

          For purposes of this definition, (a) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree, and (iv) any other natural person who resides with such individual, and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 5% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.

          “ Release ”—any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

          “ Representative ”—with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

          “ Securities Act ”—the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

          “ Shares ”—as defined in the Recitals of this Agreement.

          “ Subsidiary ”—with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiary” means a Subsidiary of the Company.

          “ Tax Return ”—any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.

          “ Threat of Release ”—a substantial likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from such Release.

          “ Threatened ”—a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim,

Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.

     2.  The Merger; Closing .

           2.1 The Merger . At the Effective Time (as defined in Section 2.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the OGCA , the Company shall be merged with and into Merger Sub (the “ Merger ”), the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving corporation. Merger Sub as the surviving corporation after the Merger is hereinafter sometimes referred to as the “ Surviving Corporation .”

           2.2 Effective Time; Closing . Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretaries of State of the States of Oklahoma an Minnesota in accordance with the relevant provisions of the OGCA and the Minnesota Business Corporation Act a Certificate of Merger (the “ Certificate of Merger ”) (the time of such filing with the Secretary of State of the State of Oklahoma, or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger, being the “ Effective Time ”) as soon as practicable on or after the Closing Date (as herein defined). The term “ Agreement ” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time. Unless this Agreement shall have been terminated pursuant to Sections 9, the closing of the Merger (the “ Closing ”) shall take place at the offices of McAfee & Taft A Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Sections 7 and 8, or at such other time, date and location as the parties hereto agree in writing (the “ Closing Date ”). Closing signatures may be transmitted by facsimile.

           2.3 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the OGCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

           2.4 Certificate of Incorporation; Bylaws .

                (a) At the Effective Time, the Certificate of Incorporation of the Merger Sub, a copy of which is attached hereto as Exhibit A, shall be the Certificate of Incorporation of the Surviving Corporation.

               (b) Also at the Effective Time, the Bylaws of the Merger Sub, a copy of which is attached hereto as Exhibit B, shall be the Bylaws of the Surviving Corporation.

           2.5 Effect on Capital Stock . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Aduddell, Merger Sub, the Company or the the Company Shareholder, the following shall occur:

                (a) Conversion of Company Common Stock . Other than any shares to be canceled pursuant to Section 2.5(c), each share of capital stock of the Company (“Shares”) issued and outstanding immediately prior to the Effective Time will be automatically converted (subject to Section 2.5(f)) into the right to receive on the Closing :

                    (i) a number of shares of common stock of Aduddell equal to $2,000,000 divided by the average of the closing sales prices for the 30 trading days preceding the Closing Date (but not less than $1.00) ;

                    (ii) the sum of One Hundred Fifty Thousand Dollars ($150,000) to the escrow agent pursuant to the Escrow Agreement in the form attached hereto as Exhibit _____ by bank cashier’s or certified check along;

                    (iii) One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) by bank cashier’s or certified check payable to the order of, or by wire transfer to accounts specified by, Company Shareholder,

                    (iv) the right to receive a number of shares of common stock of Aduddell equal to Two Million Five Hundred Sixty Five Thousand Dollars $2,565,000 divided by the average of the closing sales prices for the 30 trading days preceding the date of issuance of the certificates (but not less than $1.00), subject to adjustment as set forth in below. Subject to the adjustments as set forth below, certificates for the additional shares shall be issued on January 10 of each of the years as follows. 2007 $1,166,667, 2008 $231,666 and 2009 $1,166,667.

           Adjustment Procedure .

          Share payments under Subsection (a)(iii) above to be made upon the achievement of the following sales targets with historically comparable gross margins:

Partial payment may be earned for each period as follows:

$2,000,000 short of goal pays 75% of total

$2,000,001 to $4.000,000 short of goal pays 50% of total

$4,000,001 to $6,000,000 short of goal pays 25% of total

               (b)  Certificates for Shares . Subject to Section 2.5(a)(iv), the amount of cash and certificates representing the shares of Aduddell Common Stock issuable with respect to certificates for shares of Company Common Stock (“Certificates”) shall be issued to the holders of the shares of Company Common Stock upon surrender of the Certificates representing such shares in the manner provided in Section 2.6 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.8).

               (c)  Adjustments to Exchange Ratios. Subject to Section 2.5(a)(iv), the numbers of Aduddell Common Stock and amounts of cash that the holders of the Company Common Stock are entitled to receive as a result of the Merger shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Aduddell Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Aduddell Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

           2.6 Surrender of Certificates .

                (a) Exchange Procedures. Upon surrender of Certificates at the Closing, the holders of such Certificates shall receive in exchange therefore such amounts of cash and certificates representing the number of shares of Parent Common Stock into which their shares of Company Common Stock shall be converted at the Effective Time, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable amount of cash and number of shares of Parent Common Stock issuable pursuant to Section 1.6(a).

                (b) Distributions With Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock to be issued upon surrender thereof until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, Aduddell shall promptly deliver to the record holders thereof, without interest, the cash and certificates representing shares of Aduddell Common Stock issued

in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock.

                (c) Required Withholding. Each of Aduddell and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

                (d) No Liability. Notwithstanding anything to the contrary in this Section 2.6, neither Aduddell, the Surviving Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

           2.7 No Further Ownership Rights in Company Stock . All cash and shares of Parent Common Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

           2.7 Tax Consequences . It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

           2.8 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub will take all such lawful and necessary action.

           2.9 Rule 145 . All shares of Parent Common Stock issued pursuant to this Agreement be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

          2.10 Stockholder Matters .

               (a) By his execution of this Agreement, Company Stockholder, in his capacity as a stockholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of each Stockholder for purposes of Section 302A.441, Minnesota Statutes 2006.

               (b) Company Stockholder represents and warrants as follows: (i) all Aduddell Common Stock to be acquired by Company Stockholder pursuant to this Agreement will be acquired for his account and not with a view towards distribution; (ii) he understands that he must bear the economic risk of the investment in the Aduddell Common Stock, which cannot be sold by him unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, has had both the opportunity to ask questions and receive answers from the officers and directors of Aduddell and all persons acting on Aduddell’s behalf concerning the business and operations of Aduddell and to obtain any additional information to the extent Aduddell possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he has had access to the Aduddell SEC Reports filed prior to the date of this Agreement. Company Stockholder acknowledges that (v) he is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act and (vi) he understands that the certificates representing the Aduddell Common Stock to be received by him may bear a legend to the effect that the Aduddell Common Stock may not be transferred except upon compliance with the registration requirements of the Securities Act (or an exemption therefrom).

           2.11 Closing . The closing of the Contemplated Transactions (the “Closing”) will take place at the offices of Aduddell’s counsel at Two Leadership Square, 10 ^th Floor, Oklahoma City, Oklahoma 73102, or at other places as agreed to at 10:00 a.m. (local time) on December ___, 2006. Subject to the provisions of Section 9, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.11 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

           2.12 Closing Obligations . At the Closing:

               (a) The Company and the Company Stockholder will deliver or cause to be delivered to Aduddell all certificates, instruments and documents required by this Agreement, including but not limited to:

                    (i) an employment agreement in the form attached hereto executed by the Company Shareholder (the “Employment Agreement”);

                    (ii) a certificate executed by the Company and the Company Stockholder representing and warranting to Aduddell that each of the Company’s and the Company’s Stockholder representations and warranties in this Agreement was accurate in all

respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and

                    (iii) a Non-competition Agreement in the form attached hereto.

               (b) Aduddell will deliver to the Company or the Company Shareholder as the case may be:

                    (i) a certificate executed by Aduddell to the effect that, except as otherwise stated in such certificate, each of Aduddell’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and

                    (ii) the Employment Agreement, executed by Aduddell.

                    (iii) Aduddell and the Company will enter into an escrow agreement in a form acceptable to Aduddell and the Company (the “Escrow Agreement”) with Bank of Oklahoma.

     3.  Representations and Warranties of the Company and the Company Shareholder . The Company and the Company Shareholder represent and warrant to Aduddell as follows:

          3.1 Organization And Good Standing .

               (c) The Company is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

               (d) The Company has delivered to Aduddell copies of the Organizational Documents of the Company, as currently in effect.

          3.2 Authority; No Conflict .

               (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and the Company Stockholder, enforceable against the Company and the Company Stockholder in accordance with its terms. Upon the execution and delivery by Company and the Company Stockholder of the Escrow Agreement the Non-Competition Agreement and the Employment Agreement (collectively, the “Company’s and the Company Stockholder’s Closing Documents”), the Company’s and the Company Stockholder’s Closing Documents will constitute the legal, valid, and binding obligations of the Company and the Company Stockholder’s, enforceable against the Company and the Company Stockholder in accordance with their respective terms. The Company and the Company Stockholder has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the

Company’s and the Company Stockholder’s Closing Documents and to perform its obligations under this Agreement and the Company’s and the Company Stockholder’s Closing Documents.

               (b) Except as otherwise noted herein, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

                    (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or the stockholders of the Company;

                    (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or any of the assets owned or used by the Company, may be subject;

                    (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;

                    (iv) cause Aduddell or the Company to become subject to, or to become liable for the payment of, any Tax;

                    (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;

                    (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or

                    (vii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.

          Neither the Company Shareholder nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. Failure to obtain will cause a material adverse effect.

          3.3 Capitalization . The Shares constitute all of the issued and outstanding capital stock of the Company. The Company Shareholder is and will be on the Closing Date the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any of the Shares. None of the Shares was issued in violation of the Securities Act or any other

Legal Requirement. The Company does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

          3.4 Financial Statements . The Company has delivered to Aduddell: audited consolidated balance sheets of the Company as at March 31, 2006 (including the notes thereto, the “Balance Sheet”) and in each of the years 2003 through 2005, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Ocel, Heimer & Lindsey Ltd., independent certified public accountants, and (b) an unaudited consolidated balance sheet of the Acquired Companies as at September 30, 2006 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flow for the six months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Company as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Company is required by GAAP to be included in the consolidated financial statements of the Company.

          3.5 Books and Records . The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to Aduddell, are complete and correct and have been maintained in accordance with sound business practices. At the Closing, all of those books and records will be in the possession of the Company.

          3.6 Title to Properties; Encumbrances . The Company owns (subject only to the matters permitted by the following sentence) all the properties and assets (whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business.) All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances except (a) security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (b) security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists.

          3.7 Condition and Sufficiency of Assets . The equipment of the Company is in good operating condition and repair, and is adequate for the uses to which it is being put, and

none of such equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment owned or used by the Company are sufficient for the continued conduct of the Company’s businesses after the Closing in substantially the same manner as conducted prior to the Closing.

          3.8 Accounts Receivable . All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date considered current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable.

          3.9 Inventory . All inventory of the Company, whether or not reflected in the Balance Sheet or the Interim Balance Sheet, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date, as the case may be. All inventories not written off have been priced at the lower of cost or market. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of the Acquired Companies.

          3.10 No Undisclosed Liabilities . To the best of the Company’s and the Company Shareholder’s Knowledge, the Company has no liabilities or obligations except for liabilities or obligations reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.

          3.11 Taxes .

               (a) The Company has filed or caused to be filed all Tax Returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements. The Company has delivered to Aduddell copies of all such Tax Returns filed since 2003. The Company has paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by the Company Shareholder or the Company.

               (b) Neither the Company Shareholder nor Company has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of the Company or for which the Company may be liable.

               (c) The charges, accruals, and reserves with respect to Taxes on the books of the Company are adequate (determined in accordance with GAAP) and are at least equal to the Company’s liability for Taxes. There exists no proposed tax assessment against the Company except as disclosed in the Balance Sheet. No consent to the application of Section 341(f)(2) of the IRC has been filed with respect to any property or assets held, acquired, or to be acquired by the Company. All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

               (d) All Tax Returns filed by (or that include on a consolidated basis) the Company are true, correct, and complete. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement. The Company is not, or within the five-year period preceding the Closing Date has not been, an “S” corporation

          3.12 No Material Adverse Change . Since the date of the Balance Sheet, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the Company, and no event has occurred or circumstance exists that may result in such a material adverse change.

          3.13 Employee Benefits.

               (a) As used in this Section 3.13, the following terms have the meanings set forth below.

          “ Company Other Benefit Obligation ” means an Other Benefit Obligation owed, adopted, or followed by the Company or an ERISA Affiliate of an Acquired Company.

          “ Company Plan ” means all Plans of which the Company or an ERISA Affiliate of the Company is or was a Plan Sponsor, or to which the Company or an ERISA Affiliate of the Company otherwise contributes or has contributed, or in which the Company or an ERISA Affiliate of the Company otherwise participates or has participated. All references to Plans are to Company Plans unless the context requires otherwise.

          “ ERISA Affiliate ” means, with respect to the Company, any other person that, together with the Company, would be treated as a single employer under IRC § 414.

          “ Multi-Employer Plan ” has the meaning given in ERISA § 3(37)(A).

          “ Other Benefit Obligations ” means all obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents, other than obligations, arrangements, and practices that are Plans. Other Benefit Obligations include consulting agreements under which the compensation paid does not depend upon the amount of

service rendered, sabbatical policies, severance payment policies, and fringe benefits within the meaning of IRC § 132.

          “ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.

          “ Pension Plan ” has the meaning given in ERISA § 3(2)(A).

          “ Plan ” has the meaning given in ERISA § 3(3).

          “ Plan Sponsor ” has the meaning given in ERISA § 3(16)(B).

          “ Qualified Plan ” means any Plan that meets or purports to meet the requirements of IRC § 401(a).

          “ Title IV Plans ” means all Pension Plans that are subject to Title IV of ERISA, 29 U.S.C. § 1301 et seq., other than Multi-Employer Plans.

          “ Welfare Plan ” has the meaning given in ERISA § 3(1).

               (b) The Company or the Company Shareholder has delivered to Aduddell, or will deliver to Aduddell within ten days of Aduddell’s written request therefor:

                    (i) to the extent they are in the Company’s’s or the Company Shareholder’s possession or under the Company’s or the Company Shareholder’s control, all documents that set forth the terms of each Company Plan and Company Other Benefit Obligation, and of any related trust, including (A) all plan descriptions and summary plan descriptions of Company Plans for which the Company is required to prepare, file, and distribute plan descriptions and summary plan descriptions, and (B) all summaries and descriptions furnished to participants and beneficiaries regarding Company Plans and Company Other Benefit Obligations for which a plan description or summary plan description is not required;

                    (ii) to the extent they are in the Company’s or the Company Shareholder’s possession or under the Company’s or the Company Shareholder’s control, all personnel, payroll, and employment manuals and policies;

                    (iii) to the extent they are in the Company’s or the Company Shareholder’s possession or under the Company’s or the Company Shareholder’s control, all collective bargaining agreements p