ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") dated October ___, 1997 between KAHLDEN
PRODUCTION SERVICES, INC., a Texas corporation ("Seller" or "Kahlden Production"), and WELLTECH
EASTERN, INC., a Delaware corporation ("Purchaser" or "Brooks"), evidences that Seller desires to sell to
Purchaser and Purchaser desires to purchase from Seller all of the assets of Seller other than the Excluded Assets
(as hereinafter defined) on the terms and conditions hereinafter specified, that in connection with such sale and
purchase Seller and Purchaser desire to enter into certain agreements and that, therefore, in consideration of the
premises and of the mutual covenants and obligations specified herein, the parties hereto agree as follows:
1. Purchase and Sale of Assets.
On the date hereof, in accordance with and subject to the other terms and conditions hereof, Seller shall sell,
assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, effective
for all purposes as of the opening of business on the date hereof the following assets (collectively, the " Assets"):
1.1 Vehicles and Trailers. All of the trucks and trailers associated equipment described in Exhibits "A" and "D"
hereto (the "Vehicles").
1.2 Inventories. All inventories of supplies, parts, materials and other goods properly classifiable as inventories
owned by Seller as of the opening of business on the date hereof (the "Inventories").
1.3 Name. Any and all rights to the use of the name "Kahlden Production Services, Inc." and all similar names in
all jurisdictions and locations (the "Name").
1.4 Other Assets. All contract rights of Seller with suppliers, customers, dealers or other persons and relating to
any of the Assets; all customer sales and service records and similar assets owned by Seller and relating to the
Assets (provided, however, that upon reasonable notice Purchaser shall provide Seller access to all such records
and information at all reasonable times