EXHIBIT 10.1 ASSET PURCHASE AGREEMENT

EXHIBIT 10.1


ASSET PURCHASE AGREEMENT
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THIS AGREEMENT is made and entered into this 22nd day of December,
2006 by and between Gateway Processing Company, a Texas corporation ("Seller"),
and HNNG Development, LLC, a Delaware limited liability company ("Buyer").
Seller and Buyer are each a "party" and together are " parties" to this
Agreement.

RECITALS
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WHEREAS, pursuant to that certain First Amended and Restated Agreement
to Develop Natural Gas Treatment Projects Using Mehra Gas Treating Units, dated
January 1, 2004, as amended January 1, 2005, by and between Advanced Extraction
Technologies, Inc., a Texas corporation ("AET"), and Seller (the "Restated
Agreement"), Seller has certain rights to the gas treating process as described
in the Restated Agreement (the "AET Intellectual Property"); and

WHEREAS, Seller desires to transfer to Buyer the Assets, as
hereinafter defined, and Buyer desires to acquire such Assets, all upon the
terms and conditions set forth herein;

AGREEMENT
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ARTICLE 1 PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

1.1 Assets. Subject to the terms and conditions hereof and subject to
the representations and warranties made herein, on the dates hereinafter set
forth, Seller shall validly sell, assign, transfer, grant, deliver and convey to
Buyer, and Buyer shall purchase from Seller, Seller's entire right, title and
interest in and to the following assets, free and clear of any mortgages, liens,
pledges, charges, claims, leases, restrictions or encumbrances of any kind
whatsoever:

(a) the Restated Agreement and the AET Intellectual Property;

(b) any and all files, records, reports, maps and other
information related to the Restated Agreement, or otherwise related to
projects to treat high nitrogen natural gas or to invest in high
nitrogen natural gas properties; provided, however, that all such
items regarding the two (2) NRU Projects of Seller referenced in
Section 9.5 shall not be included and considered Other Assets except
as provided in Section 9.5; and

(c) any and all goodwill relating to the foregoing;

wherever located and whether or not reflected on Seller's balance sheet
(hereinafter collectively called the "Assets"). The Assets to be transferred by
Seller hereunder shall include only those described or referred to in Section
1.1 and no other assets or properties of Seller shall be transferred hereunder.
The parties agree that: (i) Seller's entire right, title and interest in and to
the Other Assets shall be sold, transferred and assigned to Buyer effective as

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of the Closing Date; and (ii) Seller's entire right, title and interest in and
to the Agreement/IP Assets shall be sold, transferred and assigned to Buyer
effective as of the Transfer Date.

1.2 Liabilities. Subject to the terms and conditions of this
Agreement, Buyer will, as of the Transfer Date, assume and agree to discharge
the obligations and liabilities of Seller arising under the express written
terms of the Restated Agreement, provided such obligations and liabilities arise
or accrue after the close of business on the Transfer Date and, provided,
further, that such obligations or liabilities do not result from any action or
inaction of Seller taken or not taken on or prior to the Transfer Date
(collectively, the "Assumed Liabilities"). Any and all other obligations and
liabilities of Seller or its affiliates, whether accrued or contingent or due or
not due, which are not expressly described in the definition of the Assumed
Liabilities as specifically assumed herein by Buyer, (collectively, the
"Retained Liabilities") shall be and remain the sole obligations and liabilities
of Seller and its affiliates to pay and discharge, and Buyer shall not be
obligated in any respect therefor.

ARTICLE 2 PURCHASE PRICE

2.1 Aggregate Purchase Price. The aggregate purchase price for the
Assets and the covenants set forth in Article 9 as hereinafter provided (the
"Purchase Price") shall be an amount equal to Six Hundred Thousand Dollars
($600,000.00), plus the assumption by Buyer of the Assumed Liabilities as
provided in Section 1.2 hereof, payable by Buyer to Seller as provided in
Section 2.2 below. The Purchase Price shall be subject to a discount as provided
in the last sentence of Section 2.2 below.

2.2 Payment of the Purchase Price. Subject to the terms and conditions
of this Agreement, Buyer shall pay the Purchase Price by (i) assuming as of the
Transfer Date the Assumed Liabilities to be assumed pursuant to Section 1.2
above pursuant to the Assumption Agreement; (ii) delivering to Seller on the
date hereof an amount in immediately available funds equal to Two Hundred
Thousand Dollars ($200,000.00) (the "Cash Payment"); and (iii) delivering to
Seller on the date hereof a Promissory Note, substantially in the form attached
hereto as Exhibit B, in the original principal amount of Four Hundred Thousand
Dollars ($400,000.00) (the "Note"). The Note shall reflect that a prepayment of
the total balance due on the Note, less One Hundred Thousand Dollars
($100,000.00), on or before the 90th day after the Closing Date shall result in
a discount that reduces the total Purchase Price to Five Hundred Thousand
Dollars ($500,000.00).

2.3 Allocation of Purchase Price. The Purchase Price shall be
allocated among the Assets in the manner specified on Schedule 2.3 attached
hereto. Seller and Buyer shall cooperate with each other in the preparation,
execution and filing of (a) all information returns and supplements thereto
required to be filed with the Internal Revenue Service by the parties under
Section 1060 of the Code and the Treasury Regulations promulgated thereunder
relating to the allocation of the Purchase Price and (b) all similar filings
required to be filed with respect to the transactions contemplated by this
Agreement with the Internal Revenue Service and other appropriate taxing
authorities.

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ARTICLE 3 CLOSING

3.1 Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") is taking place simultaneously with the execution of
this Agreement at the offices of Seller located at 500 Dallas Street, Suite
2615, Houston, Texas 77002, at 10:00 am (local time) on the date hereof (the
"Closing Date"). The Closing may, with the consent of the parties, take place by
delivering an exchange of documents and signatures by facsimile transmission or
electronic mail with originals to follow by overnight mail service or courier.

3.2 Deliveries by Seller. At the Closing, Seller is hereby delivering
to Buyer the following:

(a) (i) a written consent to the assignment of the Restated
Agreement to Buyer by AET; and (ii) the written statement of AET that
as of the date hereof to AET's knowledge no defaults or events of
default have occurred and are continuing under the Restated Agreement,
substantially in the form of Exhibit F attached hereto; and

(b) the First General Conveyance, duly executed by Seller.

3.3 Deliveries by Buyer. At the Closing, Buyer is hereby delivering to
Seller the following:

(a) the First General Conveyance, duly executed by Buyer; and

(b) the Note, duly executed by Buyer.

ARTICLE 4 SELLER'S REPRESENTATIONS AND WARRANTIES

Seller hereby makes the following representations and warranties to
Buyer, each of which is true and correct on the date hereof and will be true and
correct on the Transfer Date, each of which shall be unaffected by any
investigation heretofore or hereafter made by Buyer and each of which shall
survive the Closing and the transactions contemplated hereby:

4.1 Authorization for Agreement. Seller has all necessary corporate
power and authority to execute, deliver, and perform this Agreement and the
other agreements and instruments to be executed and delivered by it in
connection with the transactions contemplated hereby and thereby, has taken all
necessary corporate action to authorize the execution and delivery of this
Agreement and such other agreements, instruments and documents and the
consummation of the transactions contemplated hereby and thereby. This Agreement
is, and the other agreements, instruments and documents to be executed and
delivered by Seller in connection with the transactions contemplated hereby
shall be, the legal, valid, and binding obligations of Seller, enforceable in
accordance with their terms, except to the extent the enforceability hereof and
thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or
other laws relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

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4.2 Corporate. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has all
requisite corporate power and authority to own its property and operate its
business as and where it is now being conducted, and to perform all its
obligations under this Agreement and any other agreements, instruments or
documents to be delivered in connection herewith to which it is a party. Except
for the prior consent of AET required to assign the Restated Agreement to Buyer,
Seller has complete and unrestricted power and authority to sell, assign,
transfer, convey and deliver all the Assets to Buyer pursuant to the terms of
this Agreement, free and clear of any mortgages, liens, pledges, charges,
claims, leases, restrictions or encumbrances of any kind. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby requires the consent or approval of or the giving of notice
to, registration, filing or recording with or the taking of any other action by
Seller in respect of any federal, state or local governmental authority or any
third party, other than the requirement to obtain the prior consent of AET to
the assignment of the Restated Agreement.

4.3 Title to Assets. Seller has, and on the Closing Date will transfer
to Buyer, good and marketable title to the Other Assets, free and clear of all
mortgages, liens, pledges, charges, claims, leases, restrictions or encumbrances
of any nature whatsoever, and subject to no restrictions with respect to
transferability. Seller has, and on the Transfer Date will transfer to Buyer,
good and marketable title to the Agreement/IP Assets, free and clear of all
mortgages, liens, pledges, charges, claims, leases, restrictions or encumbrances
of any nature whatsoever, and subject to no restrictions with respect to
transferability. Upon Seller's and Buyer's execution and delivery of this
Agreement and the First General Conveyance, Buyer will own good and marketable
title to the Other Assets, free and clear of all mortgages, liens, pledges,
charges, claims, leases, restrictions or encumbrances of any nature whatsoever.
Upon Seller's and Buyer's execution and delivery of this Agreement, the
Assumption Agreement and the Second General Conveyance, Buyer will own good and
marketable title to the Agreement/IP Assets, free and clear of all mortgages,
liens, pledges, charges, claims, leases, restrictions or encumbrances of any
nature whatsoever. Upon Seller's and Buyer's execution and delivery of this
Agreement, the Assumption Agreement, and the General Conveyances, Buyer will own
good and marketable title to all of the Assets, free and clear of all mortgages,
liens, pledges, charges, claims, leases, restrictions or encumbrances of any
nature whatsoever.

4.4 No Litigation or Adverse Events. There are no (i) outstanding
orders, judgments, injunctions, awards or decrees of any court, arbitrator, or
governmental or regulatory body involving Seller; (b) suits, actions or legal,
administrative, arbitration or other proceedings or, to Seller's knowledge,
threatened suits, actions or legal, administrative, arbitration or other
proceedings involving Seller; or (c) to Seller's knowledge, investigations by
any governmental agency, which could adversely affect the Assets or materially
adversely affect the ability of Seller to consummate the transactions
contemplated by this Agreement or any other agreements, instruments or documents
to be delivered in connection herewith to which Seller is a party.

4.5 No Violation.

(a) The execution and delivery of this Agreement and all other
agreements, instruments and documents contemplated and delivered
hereby by Seller and the consummation of the transactions contemplated
hereby and thereby will not conflict with or violate or constitute a

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breach or default under the Articles of Incorporation or Bylaws of
Seller or any provision of any mortgage, trust indenture, lien, lease,
agreement, instrument, order, judgment, decree or other restriction of
any kind or character to which Seller is subject or result in the
creation or imposition of any lien, claim, charge or encumbrance of
any nature whatsoever upon the Assets.

(b) The consummation of the transactions contemplated hereby by
Seller, and the consummation by Seller of the transactions
contemplated by the agreements, instruments and documents delivered
hereby by Seller, will not cause any violation or breach of, any laws,
statutes, ordinances or regulations or any health, safety or
environmental laws, statutes, ordinances or regulations or other laws,
statutes, ordinances or regulations.

4.6 No Brokers. Seller has not employed or authorized anyone to
represent it as a broker, finder or consultant in connection with the
transactions contemplated by this Agreement, and no broker, consultant, finder
or other person is entitled to any commission, finder's or consulting fee from
Seller in connection with such transactions. Seller will indemnify and hold
harmless Buyer from and against any and all losses, claims, demands, damages,
costs and expenses, including, without limitation, reasonable attorneys' fees
and expenses Buyer may sustain or incur as a result of any claim for a
commission or fee by a broker, finder or consultant acting on behalf of Seller.

4.7 Restated Agreement in Full Force and Effect. The Restated
Agreement is valid, binding and in full force and effect, has not been amended
or supplemented in any manner or respect, and upon assignment and assumption,
with applicable consents if necessary, will be enforceable by Buyer following
the Transfer Date in accordance with its terms. There are no defaults by Seller
under the Restated Agreement and Seller knows of no defaults thereunder by any
other party thereto, and, to Seller's knowledge, no event has occurred that with
the lapse of time or action or inaction by any party thereto would result in a
violation thereof or a default thereunder. None of the rights under the Restated
Agreement will be impaired by the consummation of the transactions contemplated
by this Agreement, and all such rights will inure to and be enforceable by Buyer
after the Transfer Date without the authorization, consent, approval, permit or
licenses of, or filing with, any other person, except the consent of AET
required under the terms of the Restated Agreement.

ARTICLE 5 BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer hereby makes the following representations and warranties to
Seller, each of which is true and correct on the date hereof and will be true
and correct on the Transfer Date, each of which shall be unaffected by any
investigation heretofore or hereafter made by Seller and each of which shall
survive the Closing and the transactions contemplated hereby:

5.1 Authorization for Agreement. Buyer has all necessary power and
authority to execute, deliver, and perform this Agreement and the other
agreements and instruments to be executed and delivered by it in connection with
the transactions contemplated hereby and thereby, has taken all necessary action
to authorize the execution and delivery of this Agreement and such other
agreements, instruments and documents and the consummation of the transactions

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contemplated hereby and thereby. This Agreement is, and the other agreements,
instruments and documents to be executed and delivered by Buyer in connection
with the transactions contemplated hereby shall be, the legal, valid, and
binding obligations of Buyer, enforceable in accordance with their terms, except
to the extent the enforceability hereof and thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other laws relating to or
affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

5.2 Corporate. Buyer is a company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
power and authority to own its property and operate its business as and where it
is now being conducted. Buyer has complete and unrestricted power and authority
to purchase the Assets to be sold to Buyer under this Agreement and execute and
deliver the Note to Seller pursuant to the terms of this Agreement. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby requires the consent or approval of or the
giving of notice to, registration, filing or recording with or the taking of any
other action by Buyer in respect of any federal, state or local governmental
authority or any third party.

5.3 No Litigation or Adverse Events. There are no (i) outstanding
orders, judgments, injunctions, awards or decrees of any court, arbitrator, or
governmental or regulatory body involving Buyer, (b) suits, actions or legal,
administrative, arbitration or other proceedings or, to Buyer's knowledge,
threatened suits, actions or legal, administrative, arbitration or other
proceedings involving Buyer, or (c) to Buyer's knowledge, investigations by any
governmental agency, which could adversely affect the ability of Buyer to
consummate the transactions contemplated by this Agreement.

5.4 No Violation.

(a) The execution and delivery of this Agreement and all other
agreements, instruments and documents contemplated hereby by Buyer and
the consummation of the transactions contemplated hereby and thereby
will not conflict with or violate or constitute a breach or default
under the organizational documents of Buyer or any provision of any
mortgage, trust indenture, lien, lease, agreement, instrument, order,
judgment, decree or other restriction of any kind or character to
which Buyer is subject.

(b) To the knowledge of Buyer, the consummation of the
transactions contemplated hereby by Buyer, and the consummation by
Buyer of the transactions contemplated by the agreements, instruments
and documents delivered hereby by Buyer, will not cause any violation
or breach of, any laws, statutes, ordinances or regulations or any
health, safety or environmental laws, statutes, ordinances or
regulations or other laws, statutes, ordinances or regulations.

5.5 No Brokers. Buyer has not employed or authorized anyone to
represent it as a broker, finder or consultant in connection with the
transactions contemplated by this Agreement, and no broker, consultant, finder
or other person is entitled to any commission, finder's or consulting fee from
Buyer in connection with such transactions. Buyer will indemnify and hold
harmless Seller from and against any and all losses, claims, demands, damages,

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costs and expenses, including, without limitation, reasonable attorneys' fees
and expenses Seller may sustain or incur as a result of any claim for a
commission or fee by a broker, finder or consultant acting on behalf of Buyer.

ARTICLE 6 CONDITIONS PRECEDENT TO CERTAIN OF BUYER'S OBLIGATIONS

The obligation of Buyer to purchase the Agreement/IP Assets and to
assume the Assumed Liabilities shall be subject to the satisfaction prior to or
on the Transfer Date of the following conditions, unless waived in writing by
Buyer:

6.1 Representations and Warranties. The representations and warranties
of Seller contained in Section 4 shall be true and correct in all material
respects as of the Transfer Date, except that any such representations and
warranties shall be true and correct in all respects where such representation
and warranty is qualified with respect to materiality in Section 4, as the case
may be.

6.2 Performance. Seller shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by Seller on or before the
Transfer Date.

6.3 Compliance Certificate. An authorized officer of Seller shall
deliver to Buyer on the Transfer Date a certificate certifying that the
conditions specified in Sections 6.1 and 6.2 have been fulfilled.

6.4 Second General Conveyance and Assumption Agreement. Seller shall
have delivered to Buyer the Second General Conveyance and the Assumption
Agreement each duly executed by Seller.

ARTICLE 7 CONDITIONS PRECEDENT TO CERTAIN OF SELLER'S OBLIGATIONS

The obligation of Seller to sell, assign and transfer the Agreement/IP
Assets to Buyer shall be subject to the satisfaction prior to or on the Transfer
Date of the following conditions, unless waived in writing by Seller:

7.1 Representations and Warranties. The representations and warranties
of Buyer contained in Section 5 shall be true and correct in all material
respects as of the Transfer Date, except that any such representations and
warranties shall be true and correct in all respects where such representation
and warranty is qualified with respect to