Agreement

Purchase and Sale Agreement

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CONSOLIDATED OIL WELL SERVICES, INC | WYOMING OIL & MINERALS, INC

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Title: Agreement
Governing Law: Kansas Date: 5/5/2004
Industry: Oil and Gas Operations Sector: Energy

EXHIBIT 10.1

Agreement

NOW ON this 15th day of April, 2004, this Agreement is by and between WYOMING

OIL & MINERALS, INC., a Wyoming corporation (WOM), BLUE STAR ACID SERVICE, INC.,

a Kansas corporation (SELLER), and CONSOLIDATED OIL WELL SERVICES, INC., a

Kansas corporation (BUYER).

WHEREAS, WOM is the sole shareholder of SELLER; SELLER is engaged in the

business of servicing oil and gas wells in Kansas and Oklahoma; SELLER has

agreed to sell, and BUYER has agreed to purchase, all of the hereinafter

described property and assets of SELLER on the terms set forth herein.

NOW THEREFORE, FOR ONE DOLLAR AND OTHER GOOD AND VALUABLE CONSIDERATION, the

receipt and sufficiency of which is acknowledged, the parties enter into the

following agreement:

1. THE PROPERTY

1.1 SELLER hereby agrees to sell, assign, transfer and convey to BUYER, and

BUYER hereby agrees to purchase from SELLER, all SELLER assets, operations,

real estate, personal property, machinery and tools, vehicles, equipment,

inventory and supplies, accounts, accounts and notes receivable, all

leases, contract rights, licenses, permits, customer lists and rights of

any kind and nature, including the names and marks of SELLER, telephone

numbers and listings, and goodwill, as more fully described on the attached

Exhibit `A' list of real and personal property and Exhibit `B' list of

accounts receivable, all of which is hereinafter referred to as the

'property'.

1.2 SELLER shall convey the real estate to BUYER by Special Warranty Deed, and

shall convey the other property and accounts receivable to BUYER by Bill of

Sale and Assignment, copies of which are attached hereto. SELLER shall

promptly execute such other documents, at the request of BUYER, as may be

necessary to implement the terms of this Agreement and approved by counsel

for SELLER, including, but not limited to, certificates of title to all

vehicles.

1.3 BUYER agrees to accept the property in its present condition, "as is, where

is," with no warranty of any kind with regard to the condition of the

property or fitness for any particular purpose. BUYER has inspected the

property prior to executing this Agreement and hereby represents and

warrants that it has not relied on SELLER or WOM for any information about

the condition of the property.

2. PURCHASE PRICE

BUYER shall pay SELLER the total sum of $1,200,000 for the property,

subject to the adjustments and prorates noted hereinafter, by cash,

certified check or wire transfer at the time of closing. The purchase price

shall be allocated as follows:

<PAGE>

Real Estate: $ 45,750

Inventory & Supplies: $ 20,000

Vehicles, Equipment & Tools: $ 1,029,250

Accounts Receivable: $ 105,000

3. BLUE STAR DEBTS & LIABILITIES

3.1 In addition to the purchase price described in Section 2, BUYER shall

assume and pay or otherwise satisfy certain SELLER current (not over 30

days past invoice date) normal trade debt payables that are listed on the

attached Exhibit `C' up to the amount stated on Exhibit `C,' any trade

payable that arise in the ordinary course of business since April 9, 2004,

the BLUE STAR operating loan at Home Bank & Trust Co., Eureka, Kansas, in

the principal amount of $98,631.01, plus interest, and the mortgage loan

relating to the real property in the principal amount of $25,382.03 plus

interest as reflected by the Promissory Notes and Loan Documents attached

Exhibit C-1. BUYER agrees to execute and deliver to SELLER at closing an

assumption agreement with regard to these debts and liabilities in the form

attached hereto as Exhibit "D" and incorporated herein by reference.

3.2 SELLER shall pay or otherwise satisfy, and shall indemnify and hold BUYER

harmless from, all BLUE STAR debts and liabilities not listed or in excess

of the amounts stated on Exhibit `C'. A listing of other BLUE STAR debts

and liabilities not being assumed by BUYER is set forth on the attached

Exhibit `E'.

4. REPRESENTATIONS & WARRANTIES

4.1 SELLER represent and warrant that:

(a) SELLER has good and merchantable title to the property, free and clear

of all liens and encumbrances;

(b) all documents and records provided to BUYER by SELLER pertaining to

the property, accounts receivable, and the trade payables and Home

Bank & Trust Co. operating loan, are true, accurate and complete;

SELLER and the amounts listed are due, owing and unpaid and not

contingent or, to the knowledge of SELLER, uncollectable, and to the

knowledge of SELLER, the account debtor is not now in bankruptcy nor

has discharged the debt in bankruptcy, unless so indicated on Exhibits

`B' or `F';

(d) SELLER is a corporation in good standing in the state of Kansas with

full power and authority to engage in business in Kansas and Oklahoma;

(e) the sale to Buyer and this Agreement has been approved by the Board of

Directors of SELLER, and the undersigned SELLER officers have been

authorized and directed to execute this Agreement and the Warranty

Deed and Bill of Sale and Assignment;

<PAGE>

(f) SELLER has complied in all material respects with their respective

Articles of Incorporation and Bylaws, and all applicable laws,

regulations and rules, all judgments, writs, injunctions and decrees

of federal, state and municipal governments or any department, agency

or other instrumentality thereof, applicable to their respective

business or property and the sale to BUYER hereunder;

(g) SELLER has obtained and maintained all permits and licenses necessary

for the operation of business, and is not in violation of any such

permit or license;

(h) there are no pending lawsuits or pending or known potential claims in

respect to SELLER or the property or the accounts receivable, except

as stated on the attached Exhibit `F'; and

(i) SELLER has not unlawfully stored, treated, disposed of, or transported

Hazardous Substances on or in the property, and SELLER has no

knowledge of the presence of any unlawful Hazardous Substances in or

on the property. For purposes of this Agreement, the term "Hazardous

Substances" shall be interpreted broadly to include, but not be

limited to, substances designated as hazardous under the Resource

Conservation and Recovery Act, 42 U.S.C. 6901, et seq. the Federal

Water Pollution Control Act, 33 U.S.C. 1257, et seq., the Clean Air

Act, 42 U.S.C. 2002, et seq., or the Comprehensive Environmental

Response Compensation and Liability Act of 1980, 42 U.S.C. 2601, et

seq., and any applicable State law or regulation. The term shall also

be interpreted to include but not be limited to any substance which

after release into the environment and upon exposure, ingestion,

inhalation or assimilation either from the environment or by ingestion

through food chains, will or may reasonably be anticipated to cause

death, disease, behavior abnormalities, cancer and/or genetic

abnormalities.

4.2 BUYER represents and warrants that:

(a) BUYER is a corporation in good standing in the State of Kansas with

full power and authority to engage in business in Kansas and Oklahoma;

(b) BUYER has full right, power and authority to enter into this Agreement

and to perform its obligations as described herein;

BUYER, enforceable against the BUYER in accordance with its terms; and

(d) This Agreement has been approved by the Board of Directors of BUYER

and all other necessary authority, and the undersigned BUYER officers

have been authorized and directed to execute this Agreement.

<PAGE>

5. INDEMNITY

5.1 From and after the effective date of this Agreement, BUYER shall indemnify

and hold SELLER, its officers, directors, shareholders, employees, agents,

successors and permitted assigns harmless from compliance with any local,

state or federal law or regulation pertaining to the property, and all

claims, demands and causes of action, including costs, expenses and

attorney fees, arising out of ownership or operation of the property on or

after the closing date of this Agreement.

5.2 SELLER and WOM shall indemnify and hold BUYER, its officers, directors,

shareholders, employees, agents, successors and permitted assigns, harmless

from compliance with any local, state or federal law or regulation

pertaining to the property, and all claims, demands and causes of action,

including costs, expenses and attorney fees, arising out of any of SELLER's

acts or omissions pertaining to the property or the operations of SELLER

occurring prior to the closing date of this Agreement.

6. PROOF OF MARKETABLE TITLE

6.1 BUYER shall upon execution of this Agreement promptly obtain a title

insurance commitment on the real estate showing marketable title in SELLER

in the amount of the purchase price allocated to the real estate. The cost

of this title insurance shall be divided equally between the parties. If

valid objections are made to marketability of title, SELLER shall have a

reasonable time in which to satisfy such objections, and if legal

proceedings are necessary, such proceedings shall be commenced promptly and

completed in a reasonable time. If necessary, the closing date shall be

extended for a period not to exceed thirty days to allow SELLER the

opportunity to cure any defects in title brought to its attention by BUYER.

6.2 BUYER may obtain a UCC and local lien search at its expense and report to

SELLER the existence of any liens that must be removed in order to convey

clear title to BUYER. Any liens revealed by this search may be satisfied at

closing or from the proceeds of sale to be delivered to SELLER at closing.

7. PROPERTY TAXES

SELLER shall pay all real estate and personal property taxes and

assessments which are due and payable against the property for the year

2003 and all prior years. Taxes for the year 2004 shall be prorated between

SELLER and BUYER to the date of closing, based on the 2003 tax rate, with

such adjustment being made from the purchase price at the date of closing.

BUYER shall pay all taxes and assessments for the years 2004 and

thereafter.

8. CARE OF PROPERTY PRIOR TO CLOSING

Until the closing date, SELLER shall maintain and continue all normal

SELLER business operations and shall keep and maintain the property in good

condition and repair and not to allow waste or permit nuisance thereon.

SELLER shall promptly notify BUYER of any material change in SELLER

operations or the condition of any property between the date of this

Agreement and the date of closing. SELLER shall have an affirmative duty to

promptly update and supplement the disclosures and representations

hereunder and the attached Exhibits, as necessary, prior to the closing

date.

<PAGE>

9. LIENS

SELLER shall not allow or permit any mechanic's or materialman's liens to

attach to the property prior to the date of closing, and shall pay for any

labor or materials in connection with maintenance and repairs on the

property that could result in a lien being filed after closing.

10. NON-COMPETE & CONFIDENTIALITY

10.1 For a period of three (3) years from and after the date of closing, within

the States of Kansas and Oklahoma, SELLER and WOM shall not, directly or

indirectly, compete with BUYER in any type of business that was performed

by SELLER in the one year period prior to the date of this Agreement,

including, but not limited to, any type of oil or gas well servicing for

hire or compensation.

10.2 From and after the date of closing, neither SELLER nor WOM shall

disseminate or disclose to anyone other than BUYER, or use for any purpose,

any listing of the names of SELLER customers and services performed for

such customers, nor shall SELLER or WOM use the name "BLUE STAR" without

the prior written consent of BUYER.

10.3 Violation of this section shall entitle BUYER to injunctive relief and all

damages proximately resulting from such violation, including costs,

expenses and attorney fees.

11. CONDITIONS PRECEDENT TO THE CLOSING

11.1 BUYER's obligations to close the purchase under this Agreement are

contingent on (i) BUYER securing acceptable financing for the purchase,

(ii) BUYER and Russell W. McCoy entering into a mutually agreeable

employment contact and non-competition agreement, (iii) all representations

of SELLER made hereunder being true, correct and accurate on the closing

date, and (iv) SELLER executing and delivering at closing all documents

required hereunder.

11.2 The obligations of SELLER to close the purchase under this Agreement are

contingent on (i) all representations and warranties of BUYER set forth

herein being true and correct in all material respects at the closing date

as if made at that time; (ii) BUYER having performed all covenants and

conditions required by it to be performed hereunder; and (iii) the

willingness and ability of BUYER to tender the purchase price for the

property to SELLER.

11.3 BUYER shall make a good faith attempt to notify SELLER, in writing, prior

to the closing date in the event a contingency in 11.1 does not occur and,

in such event, the parties may mutually extend the closing date or either

party may terminate this Agreement.

<PAGE>

12. CLOSING/EFFECTIVE DATE & POSSESSION

12.1 The closing and effective date for this transaction is Tuesday April 20,

2004, and, subject to satisfaction of the conditions set forth above and

the tender of the purchase price, BUYER shall be entitled to possession of

the property from and after the date and time of closing.

12.2 At closing, BUYER shall tender to SELLER the purchase price, and SELLER

shall deliver to BUYER a fully executed Warranty Deed and Bill of Sale and

Assignment of all property sold hereunder and such other documents as may

be necessary to implement the terms of this Agreement.

12.3 The parties agree that the closing shall be accomplished by means of an

escrow arrangement with a mutually agreeable escrow agent in accordance

with the terms of Annex 1, attached hereto and incorporated herein by

reference.

13. NOTICES

Any notices required hereunder shall be sent certified mail, return receipt

requested, or by overnight delivery through Federal Express, UPS or

Airborne, directed to the parties as follows:

WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.

Attention: Bill Conrad, President

5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918

FAX 719-260-8516

With a copy to counsel: David Babiarz

Attorney at Law

Dufford and Brown PC

1700 Broadway, Suite 1700

Denver, Colorado 80290

FAX 303-832-3804

CONSOLIDATED OIL WELL SERVICES, INC.

Attention: Steve Stanfield, President

211 West 14th Street, Chanute, Kansas 66720

FAX 620-431-0012

With a copy to counsel: Kurt F. Kluin

Attorney at Law

Kluin & Bolt, LLC

P.O. Box G, 105 South Highland,

Chanute, Kansas 66720

FAX 620-431-1602

E-mail kurtk@kluinlaw.com

<PAGE>

14. EXPENSES & FEES

14.1 Each party shall pay their own costs, expenses and fees in connection with

this Agreement and the closing of the transaction.

14.2 Neither party has employed a broker or realtor in connection with this

transaction.

15. SURVIVAL

All representations, warranties and covenants of the parties shall survive

the execution and consummation of this Agreement.

16. CHOICE OF LAW & VENUE

This Agreement has been made at Chanute, Neosho County, Kansas, and shall

be construed under the laws of the State of Kansas. The sole and exclusive

venue for any action arising out of this Agreement is the District Court of

Neosho County, Kansas.

17. INTERPRETATION

This Agreement is the result of joint negotiations and efforts in drafting,

and nothing herein shall be construed against either party simply as a

result of such party being the draftsman of this Agreement.

18. ENTIRE AGREEMENT

This document constitutes the entire agreement and understanding of the

parties. The February 20, 2004, Non-Disclosure Agreement between the

parties is merged into this Agreement.

19. AMENDMENT & WAIVER

This Agreement may not be amended, altered or modified, and no term or

condition herein shall be deemed waived or released, except by written

agreement signed by the parties.

20. SEVERABILITY

In the event any term or condition of this Agreement is deemed

unenforceable for any reason, such provision shall not invalidate the

remaining portions of this Agreement.

21. MISCELLANEOUS

21.1 Time is of the essence under this Agreement.

21.2 The terms of this Agreement shall extend to and be binding upon the heirs,

executors, administrators, trustees, successors and assigns of the parties.

21.3 Headings in this Agreement are for convenience only and shall not be

considered in interpreting this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto set their hand effective the date

first above written.

WYOMING OIL & MINERALS, INC.

/s/ Bill M. Conrad 04/19/04

--------------------------------- ------------------

Bill M. Conrad date

President

BLUE STAR ACID SERVICE, INC.

/s/ Russell W. McCoy 04/19/04

--------------------------------- ------------------

Russell W. McCoy date

President

CONSOLIDATED OIL WELL SERVICES, INC.

/s/ Steve Stanfield 04/19/04

--------------------------------- ------------------

Steve Stanfield date

President

<PAGE>

EXHIBIT `A'

to the Agreement between

WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.

and CONSOLIDATED OIL WELL SERVICES, INC.

~ Property and Assets Sold ~

All BLUE STAR assets, operations, real estate, personal property, machinery and

tools, vehicles, equipment, inventory and supplies, accounts, accounts and notes

receivable, all leases, contract rights, licenses, permits, customer lists and

rights of any kind and nature, including the names and marks of BLUE STAR,

telephone numbers and listings, and goodwill, including the following:

Real estate (legal description):

A tract lying in the Northwest Quarter (NW/4) of Section 30, Township

29 South, Range 18 East, Neosho County, Kansas, described as:

Commencing at the SE/c NW/4, thence N 00(0)00'00" E, (an assumed

bearing), 597 feet along the quarter section line to the true point of

beginning, thence N 89(0)58'25" W, parallel with the South line of said

NW/4, 577.5 feet (35 rods); thence N 00(0)00'00" E, 294 feet, thence S

89(0)58'25" E, 577.5 feet to the quarter section line; thence S

00(0)00'00" W, 294 feet to the point of beginning, containing 3.9

acres, more or less

Equipment & Tools (list):

2 Haliburton wire lines

2 2" wash heads

1 5 1/2" rotating cement swivel

1 4 1/2" rotating cement swivel

2 Martin Decker 6,000 psi recorders

1 2" Haliburton Flow meter

1 Ball injector gun

Cement heads

2 4 1/2"

3 5 1/2"

1 7"

2 8 5/8"

1 10 3/4"

1 2 7/8"

2 60 gallon air compressors (1 @ Eureka shop; 1 @ Thayer shop)

2 30 ton floor jacks

1 Miller wire feed welder

1 Oxygen Acetylene cutting torch

2 Toyota 4,000 lb fork lifts -- approximately '89 and '90 models

(1 @ Eureka and 1 @ Thayer shop)

1 1,100 cubic foot regular cement silo

1 1,000 cubic foot pozmix silo

<PAGE>

1 500 Bbl. Frac tank

1 16 foot car trailer (has title)

2 office desks

4 office chairs

3 file cabinets

1 Canon PC 940 copy machine

Each foreman pickup equipped with miscellaneous hand tools, sockets,

pipe wrenches, and other tools needed to complete their job duties

Vehicles (list year, make, model and VIN):

Acid Pump Truck

1996 FORD L9000 Twin Screw Acid Pump Truck, S/N-1FDYU90U1TVA25507, p/b

CUMMINS N-14 Diesel Engine, EATON FULLER 10-Speed Transmission, 225"

Wheelbase, Air Ride Suspension, PINION Triplex Plunger Pump, MISSION

4" x 5" Centrifugal Charging Pump p/b Hydraulic Motor, (2) 500-Gallon

Acid Tanks, Hard Lines w/Rack, HALLIBURTON Flow Meter, Operator's

Controls, 11R22.5 Tires, Budd Wheels, 400,564 Miles on Odometer (Unit

#19, KS Lic #PWP-355) (Reported by Owner to Have Been Built in 2002)

Cement Pump Trucks

1997 FORD Louisville Twin Screw Cement Pump Truck, S/N-1FDYS96Y0VVA44441,

p/b CUMMINS N-14 Diesel Engine, EATON FULLER 10-Speed Transmission,

230" Wheelbase, PINION Triplex Plunger Pump, MISSION 4" x 5"

Centrifugal Charging Pump, GARDNER DENVER FXX 5" x 8" Duplex Pump, CAT

3208 Diesel Deck Engine w/Radiator, Gauges, HALLIBURTON Flow Meter,

2-Compartment Steel Mixing Tank, 12-Barrel Capacity Per Compartment,

Hoses, Hard Lines w/Rack, Swivel Joints, Operator's Controls, 11R22.5

Tires, Budd Wheels, 214,347 Miles on Odometer (Unit #21, KS Lic

#UBY-784) (Reported by Owner to Have Been Built in May, 2002)

1995 INTERNATIONAL 9200 Twin Screw Cement Pump Truck,

S/N-2HSFMAHR5SC059443, p/b CUMMINS M-11 Diesel Engine, ROCKWELL

9-Speed Transmission, 230" Wheelbase, PINION Triplex Plunger Pump,

MISSION 4" x 5" Centrifugal Charging Pump, GARDNER DENVER FXX 5" x 8"

Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,

HALLIBURTON Flow Meter, 2-Compartment Steel Mixing Tank, 12-Barrel

Capacity Per Compartment, Hoses, Hard Lines w/Rack, Swivel Joints,

Operator's Controls, 11R22.5 Tires, Budd Wheels, 629,535 Miles on

Odometer (Unit #25, KS Lic #PWP-360)

1989 FORD L9000 Twin Screw Cement Pump Truck, S/N-1FDYA90W9KVA424449, p/b

CUMMINS Big Cam-3 Diesel Engine, EATON FULLER 9-Speed Transmission,

248" Wheelbase, (2) 75-Gallon Fuel Tanks, PINION Triplex Plunger Pump,

MISSION 4" x 5" Centrifugal Charging Pump, GARDNER DENVER FXX 5" x 8"

Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,

HALLIBURTON Flow Meter, 2-Compa

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