SCHEDULE 14A ~~(RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION~~

Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

FLOTEK INDUSTRIES, INC. ~~- -------------------------------------------------------------------------------- (Name~~

(Name of Registrant as Specified ~~in its~~In Its Charter) ~~- -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2

To the ~~Shareholders: As a Shareholder~~Stockholders of Flotek Industries, Inc. (the "Company"), you are hereby given notice of and invited to attend in person or by proxy the Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the Ramada Plaza Hotel, 12801 Northwest Freeway, Houston, Texas 77040, on Wednesday July 29, 1998, at 2:00 p.m., local time, for the following purposes: 1. To receive the consolidated financial statements of the Company for the year ended February 28, 1998 and the Report of the Auditors on those statements; 2. To elect a Board of six Directors for one-year terms or until their successors are duly elected and qualified; 3. To consider and, if deemed appropriate, approve a special resolution to amend the By-law No. 1 regarding a reduction in the required percentage of resident Canadians on the Board of Directors and a reduction in the required percentage of resident Canadian Board members who must be present at scheduled meetings; 4. To consider and, if deemed appropriate, to approve an ordinary resolution to authorize and approve the issue, in connection with a financing of the Company or a subsidiary of the Company, of such number of securities, being common shares, warrants or a combination thereof, to any one person or any group of persons who intend to vote their equity shares as a group, where the number of common shares is equal to or greater than 20% of the Company's common shares outstanding after giving effect to the issuance of such securities, so long as the Directors of the Company are of the view that such transaction is in the best interests of the Company; 5. To consider and, if deemed appropriate, to approve an ordinary resolution to ratify and approve stock options previously granted to insiders of the Company, to authorize the Directors to grant stock options to insiders of the Company in the future at such prices and for such numbers of shares as may be determined by the Directors and acceptable to the Vancouver Stock Exchange, and to authorize the Directors to renegotiate any stock options previously granted to insiders of the Company, or which may hereafter be granted to insiders of the Company, as to price or number of shares or both, all on such terms as may be acceptable to the Vancouver Stock Exchange; 6. To consider and, if deemed appropriate, approve an ordinary resolution to authorize the Board of Directors, discretionary authority, to amend, postpone, or abandon implementation of any of the above resolutions if it is not in the Company's best interests to proceed with them; 7. To consider and act upon a proposal to ratify the appointment of the Company's independent accountants, Grant Thornton LLP; 8. To transact such other business as may properly be transacted at such Meeting or at any adjournment thereof. Only Shareholders of record on the books of the Company at the close of business on June 10, 1998, are entitled to receive notice of and to vote at the Meeting (or any adjournment or adjournments thereof). Specific details of the matters proposed to be put before the Meeting are set forth in the Proxy Statement/ Information Circular, which Proxy Statement/Information Circular forms a part of this Notice. 2 3 Shareholders are cordially invited to attend the Meeting in person. However, Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it, in the envelope provided, to the Secretary of the Company, c/o Pacific Corporate Trust Company, Suite 830, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 3B8. The enclosed form of proxy must be completed in accordance with the instructions set out in the form of proxy and in the Proxy Statement/Information Circular accompanying this Notice and, to be valid, be received by Pacific Corporate Trust Company not fewer than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting. It is important that your shares be represented at the Meeting, and your promptness will assist us to prepare for the Meeting and to avoid the cost of a follow-up mailing. If you receive more than one proxy card because you own shares registered in different names or at different addresses, each proxy card should be completed and returned. BY ORDER OF THE BOARD OF DIRECTORS /s/ BROOKII WOOTTON Brookii Wootton Corporate Secretary June 1, 1998 3 4 FLOTEK INDUSTRIES INC. 7030 EMPIRE CENTRAL DRIVE HOUSTON, TX 77040 PROXY STATEMENT/ INFORMATION CIRCULAR FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 29, 1998 GENERAL INFORMATION This Proxy Statement/Information Circular is furnished to shareholders of Flotek Industries Inc. ("Shareholders" or "Members"), an Alberta Corporation ("Flotek" or the "Company"), in connection with the solicitation of proxies by the Management of Flotek at:

At the direction of the Board of Directors of Flotek Industries, Inc. (the ~~"Board or Directors" or "Board"~~“Company”) ~~for use at its Annual~~, a Delaware corporation, NOTICE IS HEREBY GIVEN that a Special Meeting of ~~Shareholders~~Stockholders of the Company (the ~~"Meeting"~~“Meeting”) ~~scheduled to~~will be held ~~on Wednesday, July 29, 1998,~~ at the ~~time and place and for the purposes set forth in the accompanying Notice of Meeting ("Notice of Meeting"), and~~Crowne Plaza Hotel Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040, on August 17, 2007 at any adjournment thereof. Upon request additional proxy material will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names. Flotek will pay persons holding shares in their names, or in the names of their nominees, but not owning such stock beneficially (such as brokerage houses, banks and other financial institutions)1:00 p.m. (local time), for the ~~expense~~purpose of ~~forwarding soliciting materials~~considering and voting upon the following matters:

1. Approval of an amendment to ~~their principals. The expenses~~the Certificate of ~~this solicitation will be paid by Flotek. To~~Incorporation of the ~~extent necessary~~Company to ~~ensure sufficient~~increase the number of authorized shares of Common Stock from 20,000,000 to 40,000,000; and

Only stockholders of record as of the close of business on July 16, 2007 are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof.

All stockholders are cordially invited to attend the Meeting; however, to assure your representation at the Meeting, ~~proxies~~you are urged to complete, sign, date and return the enclosed proxy card as promptly as possible in the postage paid envelope enclosed for that purpose. Voting now will avoid the expense of a further solicitation. Any stockholder attending the Meeting may ~~be solicited by any appropriate means by officers, Directors and regular employees of Flotek, who will receive no additional compensation therefor.~~ vote in person even if he or she has returned a proxy.

By order of the Board of Directors

LOGO

Rosalie Melia

Corporate Secretary

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.

This Proxy Statement and the accompanying form of proxy ~~will~~are being sent to the stockholders of Flotek Industries, Inc. (the “Company”), a Delaware corporation, in connection with the solicitation by the Board of Directors of the Company (the “Board”) of proxies to be voted at the Special Meeting of Stockholders of the Company to be held at 1:00 p.m. (local time) on Friday, August 17, 2007, at the Crowne Plaza Hotel Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040 and at any adjournments thereof.

The Notice of Meeting, this Proxy Statement and the accompanying form of proxy are first bebeing mailed to ~~Shareholders~~the stockholders on or about ~~June 17, 1998.~~ July 19, 2007. At the Meeting, stockholders will be asked to consider and vote upon (i) the approval of an amendment to the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock from 20,000,000 to 40,000,000; and (ii) the approval of the 2007 Long-Term Incentive Plan (the “2007 Plan”) of the Company.

The Board has fixed the close of business on ~~June 10, 1998, has been fixed~~July 16, 2007, as the record date for ~~the~~ determination of ~~Shareholders~~stockholders entitled to ~~receive~~ notice of, and to vote at, the Meeting. ~~As of~~At the close of business on ~~May 19, 1998, Flotek had~~such date, there were outstanding and entitled to vote ~~of 43,180,795~~18,323,312 shares of ~~Common Stock, no~~common stock, $0.0001 par value ("per share (“Common ~~Stock"~~Stock”)~~. Two Shareholders must be present~~ of the Company, which is the Company’s only authorized and outstanding class of stock entitled to vote at the Meeting.

Holders of at least 5%one-third of the outstanding shares of Common Stock onare required to be represented at the Meeting, in person or by proxy, to constitute a quorum. Each outstanding share of Common Stock as of the record date is entitled to one vote.

The affirmative vote of at least a majority of the shares outstanding is required to approve the proposed amendment to the Certificate of Incorporation. The affirmative vote of at least a majority of the shares represented at the Meeting is required to approve the 2007 Plan. In determining whether these proposals have received the requisite number of affirmative votes, abstentions and broker non-votes will have the same effect as votes against the proposals.

If the enclosed form of proxy is properly executed and returned to the Company prior to or at the Meeting and is not revoked prior to its exercise, all shares of Common Stock represented thereby will be voted at the Meeting and, where instructions have been given by a stockholder, will be voted in accordance with such instructions.

Any stockholder executing a proxy which is solicited hereby has the power to revoke it prior to its exercise. Revocation may be made by attending the Meeting and voting the shares of Common Stock in person or by delivering to the Secretary of the Company at the principal executive offices of the Company located at 7030 Empire Central Drive, Houston, Texas 77040, prior to exercise of the Proxy, a written notice of revocation or a later-dated, properly executed proxy. We urge you to vote now to avoid the expense of a further solicitation by the Company.

The solicitation of proxies will be by mail, but proxies also may be solicited by telephone, telegram or in person by directors, officers and other employees of the Company or by paid solicitors. The Company will bear

all costs of preparing, printing and mailing the form of proxy and the material used in the solicitation thereof.

Should the Company, in order to solicit proxies, request the assistance of financial institutions, brokerage houses or other custodians, nominees or fiduciaries, the Company will reimburse such persons for their reasonable expenses in forwarding proxy materials to stockholders and obtaining their proxies.

The following table lists all persons who are executive officers, directors or who beneficially own more than 5% of our outstanding voting securities, to the knowledge of our management, as of July 5, 2007. The persons named in the table have sole voting and investment power over all shares of Common Stock which are beneficially owned by them except as noted below. The shares below represent the shares beneficially owned after the 2-for-1 split of the Company’s Common Stock.

(e)	Includes 169,332 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

(f)

Includes 236,370 common shares held by Chisholm Energy Partners LLC, and 20,470 common shares held by ProTechnics II Inc., of which Mr. Chisholm is a manager. Also includes 69,332 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

(g)	Includes 20,000 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

(h)	Includes 124,000 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

(i)	Includes 42,666 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

(j)	Includes 55,000 common shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of July 5, 2007.

The Company’s Board has unanimously adopted a resolution approving, and recommending to the Company’s stockholders for their approval, a proposal to amend Article Four of the Company’s Certificate of Incorporation (the “Certificate”) to authorize the issuance of up to an additional 20,000,000 shares of Common Stock. The amendment to the Certificate will increase the number of authorized shares of Common Stock from 20,000,000 to a total of 40,000,000. The form of the proposed amendment is as follows:

Now, therefore, be it resolved, that the first paragraph of Article Four of the Certificate of Incorporation of the corporation shall be amended to provide that the aggregate number of shares which the corporation shall have authority to issue is 40,100,000, consisting of 40,000,000 shares of Common Stock, par value of $.0001 per share, and 100,000 shares of Preferred Stock, par value of $.0001 per share.

On June 19, 2007, we announced that our Board of Directors had approved a 2-for-1 stock split of our common stock, effected in the form of a stock dividend. All of our stockholders of record as of the close of business on July 3, 2007 received one additional share of Common Stock for each share of Common Stock held by them on that date. The additional shares were distributed to stockholders on July 11, 2007 by the Company’s transfer agent, American Stock Transfer.

Prior to the split, 9,161,656 of our 20,000,000 authorized shares were outstanding. As a result of the split, 18,323,312 of our 20,000,000 authorized shares are outstanding. We are obligated to issue an additional 1,576,122 shares on a post-split basis upon the exercise of outstanding options to purchase our Common Stock which, if exercised in full would constitute 19,899,434 shares outstanding. The Company needs to have authorized but unissued shares to issue pursuant to the exercise of stock options not yet granted under our long term incentive plans, as consideration in potential future acquisitions, and for other corporate purposes.

For those reasons, our Board of Directors on June 18, 2007 approved and recommended to the stockholders for their approval an amendment to the Certificate increasing the number of authorized shares of Common Stock from 20,000,000 to 40,000,000 in order to cause the Company to have enough authorized and unissued shares of Common Stock to satisfy its obligations upon the exercise or conversion of all outstanding securities currently exercisable for, or convertible into, shares of Common Stock, for potential future acquisitions and for other corporate purposes.

As a result of the increase in the number of authorized shares of Common Stock effected by this charter amendment, the currently issued and outstanding shares will not be changed. In addition, the number of shares issuable upon exercise of securities exercisable for, or convertible into, Common Stock, will remain the same following the amendment to increase the number of authorized shares of Common Stock. Neither the number of shares of Preferred Stock nor the par value of either the Common Stock or Preferred Stock will be affected by this amendment. Representatives of our principal accountants for the current year and for the most recently completed fiscal year are not expected to be present at the Meeting since the effect of this amendment on our financial statements is minimal.

The Company’s Common Stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, and, as a result, we are subject to periodic reporting and other requirements. The proposed increase in the number of authorized shares of Common Stock will not affect the registration of our Common Stock under that Act.

As a result of the increase in the authorized shares of Common Stock, the number of authorized shares which would be unissued and available for future issuance will increase from 100,566 to 20,100,566. The increased available shares could be used for any proper corporate purpose approved by the Board including upon the exercise of options reserved but not yet granted under the long term incentive plans of the Company and as consideration in future financing or acquisition transactions. The Company has no current plans to make any such financings or acquisitions or to issue any shares except upon the exercise of outstanding options.

The increase in authorized shares of Common Stock will become effective upon the filing with the Secretary of State of the State of Delaware of an Amendment to the Certificate. It is expected that such filing will take place on or shortly after the date of the Meeting.

The affirmative vote of holders of a majority of the outstanding shares of Common Stock, or 9,949,718 votes, is required to approve the amendment to our Certificate to increase the number of authorized shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE AMENDMENT TO THE COMPANY’S CERTIFICATE TO AUTHORIZE THE ISSUANCE OF AN ADDITIONAL 20,000,000 SHARES OF COMMON STOCK. PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

This proposal was originally submitted for stockholder vote at the May 18, 2007 Annual Meeting of Stockholders. The proposal received less than the majority affirmative votes needed to approve the 2007 Plan. With this Meeting the Company is resubmitting the proposal for stockholder vote.

The purpose of the 2007 Plan is to provide employees and directors an opportunity to acquire an equity interest in the Company. The Company intends to use the Plan to link the long-term interests of stockholders of the Company and participants in the 2007 Plan, attract and retain participants’ services, motivate participants to increase the Company’s value and create flexibility in compensating participants.

The 2007 Plan may be administered by the Board of Directors or by a committee (the “Plan Committee”) appointed by the Board of Directors. The Board of Directors of the Company has currently designated the Executive Compensation Committee of the Board of Directors as the Plan Committee.

The 2007 Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock, performance shares and performance units (individually an “Award” or collectively, “Awards”). All employees and directors of the Company or its subsidiaries will be eligible to receive Awards under the 2007 Plan. The Plan Committee has the discretion to select the individuals to whom the Awards will be granted, to determine the type, size and terms and conditions applicable to each Award and the authority to interpret, construe and implement the provisions of the 2007 Plan. The Plan Committee’s decisions will be binding.

The total number of shares of Common Stock that may be subject to Awards under the 2007 Plan is 2,200,000 shares (post 2-for-1 Common Stock split). No more than 1,000,000 shares (post 2-for-1 Common Stock split) authorized under the 2007 Plan may be issued as restricted stock. Any shares of Common Stock subject to an Award which expires, is canceled, is forfeited or terminated for any reason other than being settled in shares of Common Stock shall again be available for issuance under the Plan.

The Plan Committee intends to grant Awards under the 2007 Plan which strongly link the interests of stockholders and Award recipients. Accordingly, the Plan Committee intends to grant awards to eligible individuals who have demonstrated successful performance in their respective positions with the Company.

Set forth below is a brief description of the types of Awards that may be granted under the 2007 Plan.

Stock Options. Options (each an “Option”) to purchase shares of Common Stock, which may be incentive or nonqualified stock options, may be granted under the 2007 Plan at an exercise price (the “Option Price”) determined by the Plan Committee in its discretion, provided that the Option Price may be no less than the trading price of the Common Stock on the date of grant. Each Option represents the right to purchase one share of Common Stock at the specified Option Price.

Options will expire no later than 10 years after the date on which they are granted and will become exercisable at such times and in such installments as determined by the Plan Committee. Payment of the Option Price must be ~~represented~~made in full at the time of exercise in cash, certified or bank check, or by tendering to the Company shares of Common Stock having a fair market value equal to the Option Price.

Options may become vested and exercisable based upon satisfaction of criteria established by the Plan Committee. Such criteria may be time-based vesting based on continuous employment or rendering services to the Company over a specified period of time from the date of grant.

Stock Appreciation Rights. An Award of a stock appreciation right (“SAR”) may be granted under the 2007 Plan with respect to shares of Common Stock. Generally, one SAR is granted with respect to one share of Common Stock. The SAR entitles the participant, upon the exercise of the SAR, to receive an amount equal to the appreciation in the underlying share of Common Stock. The appreciation is equal to the difference between (i) the “base value” of the SAR (which is the trading price of the Common Stock on the date the SAR is granted), and (ii) the closing trading price of the Common Stock on the date preceding the date the SAR is exercised. Upon the exercise of a vested SAR, the exercising participant will be entitled to receive the appreciation in the value of one share of Common Stock as so determined, payable at the discretion of the Plan Committee in cash or in shares of Common Stock.

SARs will expire no later than 10 years after the date on which they are granted. SARs become exercisable at such times and in such installments as determined by the Plan Committee.

Tandem Option/SARs. An Option and an SAR may be granted “in tandem” with each other. An Option and an SAR are considered to be in tandem with each other because the exercise of the Option aspect of the tandem unit automatically cancels the right to exercise the SAR aspect of the tandem unit, and vice versa. The Option may be an incentive stock option or a nonqualified stock option, and the Option may be coupled with one SAR, more than one SAR or a fractional SAR in any proportionate relationship selected by the Plan Committee.

Restricted Stock. An Award of restricted stock (“Restricted Stock”) is an Award of Common Stock that is subject to such restrictions, if any, as the Plan Committee deems appropriate, including forfeiture conditions and restrictions against transfer for a period specified by the Plan Committee. Restricted Stock Awards may be granted under the 2007 Plan as consideration for services and/or payments of cash by the participant, as determined by the Plan Committee. Restrictions, if any, on Restricted Stock may lapse in installments based on factors selected by the Plan Committee. Prior to the expiration of the restricted period, except as provided by the Plan Committee, a grantee who has received a Restricted Stock Award generally has the rights of a stockholder of the Company, including the right to vote and to receive cash dividends on the shares subject to the Award.

Performance Shares and Performance Units. A performance share Award (a “Performance Share”) and/or a performance unit Award (a “Performance Unit”) may be granted under the 2007 Plan. Each Performance Unit will have an initial value that is established by the Plan Committee at the time of grant. Such Awards may be earned based upon satisfaction of certain specified performance criteria, subject to such other terms and conditions as the Plan Committee deems appropriate. Prior to the end of a performance period, the Plan Committee, in its discretion, may adjust the performance objectives to reflect an event that may materially affect the performance of the Company, including, but not limited to, market conditions or a significant acquisition or disposition of the assets or other property by the Company. The extent to which a grantee is entitled to payment in settlement of such an Award at the end of the performance period will be determined by the Plan Committee, in its sole discretion, based on whether the performance criteria have been met and payment will be made in cash or in shares of Common Stock in accordance with the terms of the applicable Award Agreements.

Under the 2007 Plan, if there is any change in the capitalization of the Company, a reorganization, or a similar transaction, such proportionate adjustments as may be necessary (in the form determined by the Plan Committee) to reflect such change will be made to prevent dilution or enlargement of the rights with respect to the aggregate number of shares of Common Stock for which Awards in respect thereof may be granted under the 2007 Plan, the number of shares of Common Stock covered by each outstanding Award and the price per share in respect thereof. Unless otherwise provided in an Award Agreement, an individual’s rights under the 2007 Plan may not be assigned or transferred (except in the event of death).

The 2007 Plan permits but does not require the Plan Committee to include a provision in an Award Agreement providing for the acceleration of the vesting of the Awards upon a change-in-control of the Company, and also permits the Plan Committee to accelerate the vesting of any Awards upon a change-in-control, regardless of whether required by the Award agreement.

The Awards will provide that in the event of a change-in-control of the Company, each Award will expire as of the effective date of such transaction, provided that to the extent possible the Company is to provide 30 days written notice of such transaction to the participants so as to enable them to exercise their vested awards prior to the change-in-control event.

The 2007 Plan will remain in effect until December 31, 2027. Awards may not be granted under the 2007 Plan subsequent to December 31, 2017. The Plan Committee may at any time terminate, modify or amend the 2007 Plan, provided however, that no such amendment, modification or termination may (i) materially adversely

affect an optionee’s or grantee’s rights under any Award previously granted under the 2007 Plan, except with the consent of such optionee or grantee, or (ii) increase the number of shares subject to the 2007 Plan, or change the designation of the class of persons eligible to receive Awards, unless approved by the stockholders of the Company.

An employee to whom an Option, which is an incentive stock option (“ISO”) that qualifies under Section 422 of the Internal Revenue Code, is granted will not recognize income at the time of grant or exercise of such option. No federal income tax deduction will be allowable to the Company upon the grant or exercise of such ISO. However upon the exercise of an ISO, any excess in the fair market price of the Common Stock over the Option Price constitutes an item of adjustment that may have alternative minimum tax consequences for the employee. When the employee sells such shares more than one year after the date of transfer of such shares and more than two years after the date of grant of such ISO (the “ISO Holding Period”), the employee will generally recognize either a long-term or mid-term capital gain or loss equal to the difference, if any, between the sale prices and the aggregate Option Price, and the Company will not be entitled to a federal income tax deduction with respect to the exercise of the ISO or the sale of such shares. The shares must be held for more than 12 months to qualify for long-term capital gains. If the employee does not hold such shares for the required ISO Holding Period, when the employee sells such shares the employee will recognize ordinary compensation income and possibly short-term capital gain or loss in such amounts as are prescribed by the Internal Revenue Code and the regulations thereunder, and the Company will generally be entitled to a federal income tax deduction.

A participant to whom a nonqualified stock option (“NSO”) or SAR is granted will not recognize income at the time of grant of such Option or SAR. When the participant exercises such NSO or SAR, the participant will recognize ordinary compensation income equal to the difference, if any, between the exercise price paid and the fair market value, as of the date of exercise of such NSO or SAR, of the shares of Common Stock the participant receives. The tax basis of such shares to such participant will be equal to the exercise price paid plus the amount includible in the participant’s gross income, and the participant’s holding period for such shares will commence on the date of exercise.

Subject to the applicable provisions of the Internal Revenue Code and regulations thereunder, the Company will generally be entitled to a federal income tax deduction in respect of an NSO or SAR in an amount equal to the ordinary compensation income recognized by the employee upon the exercise of the NSO or SAR. Under Section 162(m) of the Internal Revenue Code, compensation paid by a publicly-traded corporation to any one of its five highest paid executive officers in excess of $1,000,000 will not be deductible unless it is performance-based and paid under a plan that has been approved by stockholders. The Compensation Committee considers the application of this legislation when reviewing executive compensation; however, the limitation on deductibility of executive compensation has not had any impact on the Company to date.

No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of performance shares or earned performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any non-restricted shares of Common Stock received less any amount paid for such award at the time of payment or transfer pursuant to the fulfillment of the specified conditions or the achievement of the performance goals.

The recipient of Restricted Stock generally will be subject to tax at ordinary income rates on the fair market value of the shares of Common Stock on the first date that such shares either are transferable by the recipient or cease to be subject to forfeiture, and the capital gain or loss holding period for such shares will also commence on that date.

The affirmative vote of holders of a majority of the shares of Common Stock present in person or by proxy at the Meeting is required to approve the 2007 Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE COMPANY’S 2007 LONG-TERM INCENTIVE PLAN, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

The financial information contained in ~~order to constitute a quorum~~our annual report on Form 10-K for the transaction of business. The record holder of each share of Common Stock entitled to vote at the Meeting will have one vote for each share so held. APPOINTMENT OF PROXYHOLDERS AND REVOCATION OF PROXIES A Shareholder has the right to appoint as proxyholder a person other than the officers and Directors of the Company named in the accompanying form of proxy to attend and vote at the Meeting in his place, and may do so by inserting the name of such other person, who need not be a Shareholder, in the blank space provided in the form of proxy or by completing another proper form of proxy. In order for proxies to be recognized at the Meeting, the completed forms of proxy must be received at the Company's registrar and transfer agent, Pacific Corporate Trust Company, Suite 830, 625 Howe Street, Vancouver, British Columbia, V6C 3B8, or at the registered office of the Company, 30th Floor, 237 - 4th Avenue S.W., Calgary, Alberta, T2P 4X7, not later than 2:00 p.m. (Vancouver time) on July 24, 1998. A Shareholder, or his attorney authorized in writing, who executed a form of proxy may revoke it in any manner permitted by law including the depositing of an instrument of revocation in writing at the registered office of the Company, 30th Floor, 237 - 4th Avenue S.W., Calgary, Alberta, T2P 4X7, or with the Company's registrar and transfer agent, Pacific Corporate Trust Company, Suite 830, 625 Howe Street, Vancouver, British Columbia, V6C 3B8, at any time up to and including the last business day preceding the day of the 4 5 Meeting or an adjournment thereof or with the chairman of the Meeting on the day of the Meeting or an adjournment thereof but prior to the use of the proxy at the Meeting. EXERCISE OF DISCRETION OF PROXYHOLDERS The persons whose names are printed on the accompanying form of proxy will, on a show of hands or any ballot that may be called for, vote or withhold from voting the shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. If no choice is specified by the Shareholder, the shares will be voted (i) in favour of the election of the nominees for Directors (see "Election of Directors"), (ii) in favour of a special resolution confirming the amendment to By-law No. 1 providing for a reduction in the required percentage of resident Canadians on the Board of Directors and a reduction in the required percentage of resident Canadian Board members who must be present at scheduled Board of Directors meetings, (iii) in favour of an ordinary resolution authorizing the issuance of more than 20% of the Company's current number of outstanding shares (see "Approval of Issuance of Shares") for purposes of a private placement to raise capital, (iv) in favour of an ordinary resolution (x) authorizing the Board of Directors to grant new stock options to insiders and (y) ratifying the Board's prior stock option grants to insiders and renegotiation of previously granted stock options (see "Options to Purchase Securities"), (v) in favour of an ordinary resolution granting certain discretionary authority to the Board of Directors, and (vi) for the appointment of auditors (see "Appointment and Remuneration of Auditors"). The Board of Directors recommends a vote "FOR" the foregoing proposals. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and to other matters which may properly be brought before the Meeting. Management knows of no such amendment, variation or other matters to come before the Meeting. If any matters which are not now known to Management should properly come before the Meeting, the persons named in the form of proxy will vote upon such matters in accordance with their best judgment. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As at May 19, 1998, the Company had 43,180,795 Common Shares issued and outstanding. Each Shareholder is entitled to one vote for each Common Share registered in his name as at the close of business on June 10, 1998, being the record date (the "Record Date") fixed by the Board of Directors for the determination of the registered Shareholders who are entitled to receive the Notice of Meeting of Shareholders accompanying this Proxy Statement/Information Circular. If a Shareholder transfers the ownership of any of his Common Shares after the Record Date, the transferee will be entitled to vote at the Meeting if he produces properly endorsed share certificates or otherwise establishes proof of his ownership of the Common Shares and demands, not later than ten days before the Meeting, that his name be included in the list of Shareholders entitled to vote. This list of Shareholders will be available for inspection after the Record Date during usual business hours at the office of the Company's registrar and transfer agent, Pacific Corporate Trust Company, Suite 830, 625 Howe Street, Vancouver, British Columbia, V6C 3B8, and at the Meeting. 5 6 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT The following table sets forth, as of May 19, 1998, certain information regarding the beneficial ownership of common stock by (i) each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, (ii) each director nominee and Named Executive Officer identified Under "Executive Compensation" below, and (iii) all Directors and executive officers as a group:

~~- --------------- * less than 1.0% of class (1) This information was furnished by the respective beneficial owners (2) As reported by Marlin Investors, LLC in a Statement on Schedule 13D~~fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission ~~(the "Commission"). Includes warrants to acquire 9,333,334 shares. Mr. William R. Ziegler, a director of the Company, has the sole power to vote~~on March 16, 2007, and the sole dispositive power for Marlin Investor's shares. (3) As reported by Charles A. Dickinson, Jr. in a Statement on Schedule 13D filed with the Commission. Includes warrants to acquire 2,333,333 shares. (4) As reported by Camuri Holdings Ltd., in a Statement on Schedule 13D filed with the Commission. Includes warrants to acquire 1,012,500 shares. (5) Includes warrants to acquire 7,000,000 shares on or before September 14, 1998 and the conversion on or before September 14, 1998 of all of the original principal amount of a U.S. $750,000 convertible loan to the Company. (6) Includes options to acquire 700,000 shares (7) Includes options to acquire 150,000 shares (8) Includes options to acquire 150,000 shares (9) Includes options to acquire 150,000 shares (10) Includes options in favor of Mr. Ziegler, individually, to acquire 100,000 shares. Does not include 18,666,668 shares owned by Marlin Investors, LLC of which Mr. Ziegler has the sole power to vote and sole dispositive power, as managing director. Mr. Ziegler owns a 9.62% interest in Marlin Investors, LLC. (11) Includes options to acquire 100,000 shares BUSINESS OF THE MEETING As set forth in the accompanying Notice of Meeting, the business to be conducted at the Meeting consists of the usual annual Meeting business which the Company is required to conduct, including the election of Directors and the appointment of auditors and any ordinary items of special business, namely: 6 7 (i) an ordinary resolution authorizing the issuance of more than 20% of the Company's current number of outstanding shares for purposes of a private placement to raise capital; (ii) an ordinary resolution authorizing the Board of Directors to grant new stock options to insiders and ratifying the Board's prior stock option grants to insiders and the renegotiation of previously granted stock options; (iii) a special resolution to amend the By-laws to provide for a reduction in the required percentage of resident Canadiansquarterly report on the Board of Directors and a reduction in the required percentage of resident Canadian Board members who must be present at scheduled Meetings of the Board of Directors; and (iv) an ordinary resolution granting certain discretionary authority to the Board of Directors. ELECTION OF DIRECTORS Management will propose the persons named below, all of whom, are currently Directors of the Company, as nominees for election as Directors to continue to hold office until the next annual Meeting of Shareholders of the Company or until their successors are elected or appointed. Management does not contemplate that any of the nominees will be unable to serve as a director. In addition to the slate of nominees herein listed, Shareholders present at the Meeting shall be entitled to nominate and voteForm 10-Q for the election of any other person or persons as a director. The Company has not received notice of, and Management is not aware of, any proposed nominees in addition to those named. If any of the above nominees is for any reason unavailable to serve as a director, proxies in favour of Management will be voted for another nominee in the discretion of the persons named in the form of proxy unless the Shareholder has specified in the proxy that his Common Shares are to be withheld from voting on the election of Directors. Management recommends voting in favour of each of the nominees. MANAGEMENT The following table sets forth certain information with respect to the executive officers and Directors of the Company as of May 19, 1998:

- --------------- (1) This information was furnished by the respective nominees. (2) Member of the Audit Committee (3) Member of the Compensation/Succession Committee William G. Jayroe has served as the President and CEO and a director of Flotek Industries Inc. since May, 1995. Infiscal quarter ended March ~~1994, Mr. Jayroe sold Turbeco, Inc. to Flotek Industries Inc. and accepted the position 7~~ 8 of President of USA Petrovalve, Inc. with the responsibility for introducing its new technology into the American oilfield markets of Texas, California, Oklahoma, and Colorado. For seven years prior to his tenure with the Company Mr. Jayroe served as president CEO of Turbeco, Inc. Mr. Jayroe is on the Board of Nevada Gold & Casinos, Inc. Scott W. Cook Executive Vice President and Chief Financial Officer, joined the Company in June of 1995, as controller. Mr. Cook was promoted to Executive Vice-President and Chief Financial Officer in January 1997. Prior to joining the Company, Mr. Cook spent approximately seven years in public accounting with Grant Thornton LLP and Ernst & Young LLP, both international accounting and management consulting firms. Mr. Cook is a Certified Public Accountant in the State of Texas. Brookii E. Wootton has served as Corporate Secretary and Investor Relations for Flotek Industries Inc. since June 1997. For six years prior to serving in her executive officer capacity for Flotek, Ms. Wootton was accounting and human resources manager for Turbeco, Inc. She is a member of the National Investor Relations Institute and the American Society of Corporate Secretaries. Gary Pittman has been a director of the Company since 1997, Mr. Pittman is a merchant banker and investor with Benevento Financial Corp. for the past eight years focusing primarily on the oil and gas industry. Mr. Pittman previously was a Limited Partner and Vice President in The Energy Recovery Fund, a $125 million fund with investments in the oil and natural gas industries of North America and the United Kingdom. Mr. Pittman is a member of the Audit Committee and the Compensation/Succession Committee. William R. Ziegler has been a director of the Company since 1997. Mr. Ziegler is a partner in the law firm of Parson & Brown, LLP. Prior to joining Parson & Brown, LLP in May 1994, Mr. Ziegler was a partner at Whitman Breed Abbott & Morgan and a predecessor firm for more than the preceding five years. Mr. Ziegler is a director of R&B Falcon Corporation, Ponder Industries, Inc., Grey Wolf, Inc. and Geokinetics, Inc. Wallace Robertson joined Flotek Industries Inc. in March of 1994, as a special advisor to the Company and was elected to the Board in 1997. For seven years prior to his service to the Company, Mr. Robertson served as president of Wallace Robertson, Inc. a Company primarily responsible for the introduction and acceptance of the Milam Turbulator in Michigan, Alaska, West Texas, California, the Rocky Mountains and the Gulf Coast Area. Larry R. Shaben has been a director of the Company since 1993. Mr. Shaben is currently Chairman of Western New Ventures Capital Corp. and has served in that capacity since 1991. Mr. Shaben is also a director of Alberta Power Limited and a director of Canadian Utilities Limited. Mr. Shaben was a former cabinet minister in the Alberta government from 1975 to 1986. Mr. Shaben is a member of the Compensation/ Succession Committee. David A. Spencer has been a director of the Company since 1995. Mr. Spencer has been a partner of Milner Fenerty, an Alberta, Canada law firm with offices in Calgary and Edmonton since 1987. Mr. Spencer is a member of the Audit Committee. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors held twelve Meetings during the year. Each incumbent director attended at least 75 percent of the aggregate of the Meetings of the Board of Directors and of the committees of which he was a member. Pursuant to the Company's By-laws, the Board of Directors has established two committees an Audit Committee and a Compensation/Succession Committee. The Board has combined the functions of the Compensation and nominating committee in the Compensation/Succession Committee. The Audit Committee, currently consisting of David Spencer and Gary Pittman makes recommendations to the Board concerning the selection and discharge of the Company's independent auditors, reviews the plan and scope of any audit of the Company's financial statements, reviews the financial statements of the Company and reviews such other matters pertaining to the accounting, auditing and financial reporting 8 9 practices and procedures of the Company as it deems appropriate. The primary function of the Audit Committee is to strengthen the independence and objectivity of the external auditors and to evaluate the Company's system of internal accounting controls. It should be noted, however, that the members of the Committee are not necessary experts in the fields of auditing and accounting and do not provide special assurances on such matters. The Audit Committee met four times during the year. The Compensation/Succession Committee, consisting of Larry Shaben and Gary Pittman, makes recommendations to the Board regarding the compensation of executive officers and the grant of Flotek's stock options. The Compensation/Succession Committee met two times during the year. Two outside and no inside Directors comprise the Compensation/Succession Committee. In addition, the Compensation/Succession Committee identifies, on an as needed basis, successors for Directors and executive officers when a vacancy exists. The Compensation/Succession Committee will consider nominees recommended by Shareholders. Any Shareholder wishing to recommend a nominee should write to the Secretary of the Company, specifying the name and qualifications of the nominee. The Committee has access to outside consultants and counsel at the discretion of the Committee. The Committee oversees the base pay or salary, annual performance bonus, and the number of options awarded to executives. EXECUTIVE COMPENSATION AND RELATED MATTERS COMPENSATION OF DIRECTORS The Directors of the Company do not receive any cash compensation but are entitled to reimbursement for traveling and other expenses properly incurred while attending Meetings of the Board of Directors or any committee thereof or in the performance of their duties as Directors of the Company. The Directors of the Company are eligible to receive options to purchase Common Shares. An aggregate total of 1,350,000 options to purchase Common Shares were held by Directors of the Company as of May 19, 1998. EXECUTIVE OFFICERS Both Form 41 under the Securities Act (British Columbia) and the rules and regulations arising under the U.S. Securities Exchange Act of 1934, as amended requires the disclosure of compensation received by certain named executive officers of the Company. These "named executive officers" are generally defined to mean (i) the Chief Executive Officer of the Company, despite the amount of compensation of that individual, (ii) each of the Company's four most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000, and (iii) any additional individual for whom disclosure would have been provided under (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year end of the Company. "Executive Officer" is defined in Form 41 to mean (i) the chair of the Company, (ii) a vice-chair of the Company, (iii) the President of the Company, (iv) a vice-president of the Company in charge of a principal business unit, division or function such as sales, finance or production, or (v) an officer of the issuer or any of its subsidiaries or any other person who performed a policy-making function in respect of the Company. Under the U.S. securities laws an "Executive Officer" includes individuals listed in clauses (iii), (iv) and (v) of the immediately preceding sentence. During the Company's last completed financial year, the Company had one Named Executive Officer. 9 10 SUMMARY OF EXECUTIVE COMPENSATION The following table sets forth information concerning compensation earned by the Company's named executive officer during the three most recently completed fiscal years of the Company.

- --------------- (1) This amount represents the Company's payment for $1,000,000 of term life insurance. OPTIONS AND STOCK APPRECIATION RIGHTS (SARS) The Company does not have a formal stock option plan. Options are granted by the Board of Directors from time to time to Directors, officers and employees as an incentive and, once granted, such options are administered by the Company's secretary. The following table sets forth individual grants of stock options during the fiscal year ended February 28, 1998 to the named executive officer. OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

The following table sets forth details of all exercises of stock options/SARs during the fiscal year ended February 28, 1998 by the named executive officer and the fiscal year end value of unexercised options/SARs on an aggregated basis. AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR VALUES

- --------------- (1) The value of exercisable in-the-money options at fiscal year end is based on the closing price of the Common Shares on the Vancouver Stock Exchange on February 28, 1998, which was $0.21CDN/$0.15US (conversion rate of $1CDN=$1.40US). 10 11 COMPENSATION/SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION/SUCCESSION COMMITTEE DECISIONS During the Company's 1998 fiscal year, no executive officer of the Company served as (i) a member of the Compensation/Succession Committee (or other Board committee performing equivalent functions) of another entity, one of whose executive officers served on the Compensation/Succession Committee of the Company, (ii) a director of another entity, one of whose executive officers served on the Compensation/Succession Committee of the Company, or (iii) a member of the Compensation/Succession Committee (or other Board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company. No member of the Compensation/Succession Committee of the Board of Directors of the Company was, during the 1998 fiscal year, an officer or employee of the Company or any of its subsidiaries, or was formerly an officer of the Company or any of its subsidiaries, or had any relationship requiring disclosure according to applicable rules and regulations of the Securities and Exchange Commission. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued thereunder, and Section 87 of the British Columbia Securities Act. Flotek's executive officers and Directors and any persons holding more than ten percent of the Company's Common Stock are required to file31, 2007 filed with the Securities and Exchange Commission and the British Columbia Securities Commission reports of their initial ownership of the Company's Common Stock and any changes in ownership of such common stock. Under U.S. law specific due dates have been established and the Company is required to disclose in its Annual Report on ~~Form 10-K and Proxy Statement any failure to file such reports by these dates. Copies of such reports~~May 10, 2007, are required to be furnished to Flotek. Based solely on its review of the copies of such reports furnished to Flotek, or written representations from certain reporting persons that no Form 5 reports were required for those persons, Flotek believes that during 1998 fiscal year, all of its executive officers (including the Named Executive Officers), Directors and persons owning more than 10% of its common stock complied with the Section 16(a) requirements except, Messrs. Jayroe, Spencer, Pittman, Shaben, Robertson, Cook and Ms. Wootton, as well as Camuri Holdings, Ltd. and Mr. Hector Dominguez, each filed one Form 3 late. These Form 3 filings were late as a result of the sudden shift in the percentage of U.S. Shareholders of the Company resulting in the loss of its foreign private issuer ("FPI") status under the U.S. securities laws. During the period the Company had FPI status, these individuals were exempt from reporting under Section 16. Mr. Dominguez and Camuri Holdings, Ltd. amended a timely filed Form 3 and 4 to correct typographical errors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except as disclosed in this Proxy Statement/Information Circular, Management is unaware of any material interest, direct or indirect, of any director or officer of the Company, of any Management nominee for election as a director of the Company or of any person who beneficially owns or exercises control or direction over shares carrying more than 10% of the voting rights attached to all shares of the Company, or any associate or affiliate of any such person, in any transaction since the beginning of the Company's last completed fiscal year or in any proposed transaction that has materially affected of would materially affect the Company or any of its subsidiaries other than as described below. On November 4, 1997, the Company closed a private placement of a $750,000.00 convertible loan with 7,000,000 detachable warrants with TOSI, LLP. The loan matures on October 16, 1998, and can be converted into common shares of the Company at $0.15 CND per share at any time prior to maturity, at the option of the payee. The loan accrues interest at the rate of 10% per annum, and is secured by a senior lien on certain assets of Flotek and its subsidiaries. Each detachable warrant entitles the holder to purchase one common share at $0.15 CND. Gary Pittman, a nominee for director, owns a 10% limited partnership interest in TOSI, LLP. 11 12 On November 21, 1997, the Company converted a portion of its trade and short-term debt into common shares of the Company. The Company issued 4,715,165 common shares to retire $516,135.00 in trade and short-term debt. Included in the common shares issued was 1,531,419 shares issued to a director, Wallace Robertson, for consulting fees of $175,019.40 ($100,000 of which was for the Company's 1998 fiscal year), and 2,405,832 common shares to Camuri Holdings, Ltd., a security holder known to own more than ten percent of the Company's outstanding common shares, to retire short-term debt and accrued interest of $257,767.76. In addition, the Company paid Wallace Robertson approximately $95,000 in cash for consulting fees to promote the sale of the Company's products. The Company has retained the law firm of Milner Fenerly to perform legal services during the past fiscal year. Mr. David A. Spencer, a director of the Company is a partner with Milner Fenerly. EMPLOYMENT ARRANGEMENTS The Company is a party to an employment agreement with its CEO, William G. Jayroe. Such employment agreement specifies a minimum salary and benefits payable to him during the term of the employment agreement. The employment agreement also contains certain provisions restricting Mr. Jayroe's ability to compete against the Company after termination of the agreement, and his ability to use or disclose confidential information. The term of the employment agreement is three years ending September 16, 2000. COMPENSATION/SUCCESSION COMMITTEE REPORT The following Report of the Compensation/Succession Committee and the performance graph located on page 13 shall not be deemed to be "soliciting material" or to be "filed" with the Securities Exchange Commission (the "Commission") or subject to Regulations 14A or 14C of the Commission or to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") and shall not be deemedhereby incorporated by reference ~~into any filing under~~as of the ~~Securities Act~~respective dates of ~~1933 or the Exchange Act, notwithstanding any general incorporation by reference~~those reports.

We will furnish without charge to each recipient of this ~~Proxy Statement/Information Circular into~~proxy statement, upon written or oral request, by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any other document. The Committee seeks to provide a competitive compensation package that enables the Company to attract and retain key executives, to integrate pay programs with the business objectives of the Company and to link individual executive compensation with the Company's performance. The salary paid to the Company's executives is targeted to be in line with related industry companies of similar size, while taking into account the experience of individual officers and the requirements of attracting prospective key executives to join Flotek. In general, the Committee attempts to fix base salaries at levels deemed appropriate by the Committee in order that compensation packages may also emphasize result-oriented factors reflected in a bonus potential and the value of stock options and stock ownership. The Committee reviews salaries and pay ranges for its executives, and salaries may be increased based on the Committee's assessment of an individual's performance and contributions to Flotek's goals. Salary adjustments are general based on historical performance. In June of 1997, the Compensation/Succession Committee approved an Employment Agreement with the President and Chief Executive Officer, Mr. William G. Jayroe, in which he agreed to provide continued services to the Company through September 16, 2000. The Company agreed to continue Mr. Jayroe's base salary as was in effect in 1997 and to continue certain life and health insurance benefits. No executive officers of the Company received bonuses for fiscal year ending February 28, 1998. Compensation/Succession Committee Gary M. Pittman Larry R. Shaben 12 13 STOCK PERFORMANCE GRAPH The graph below compares cumulative total returns (changes in stock price plus reinvested dividends) on the hypothetical investment of $100 in the Global-US (Dow Equity) Market, the peer group of Other Oilfield Equipment and Service Companies, and the Common Stock of Flotek, for the period commencing February 28, 1993, and ending February 28, 1998.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON CONFIRMATION OF BY-LAW NO. 1 The Board of Directors has approved the adoption of the By-law to regulate the business and affairs of the Company. Pursuant to Section 98 of the ABCA, the Directors have the power to make by-laws that regulate the business and affairs of the Company. Section 98 of the ABCA requires such by-laws to be confirmed by the Shareholders of the Company by special resolution at the next Meeting of Shareholders. If the By-law is confirmed by the Shareholders, the By-law will be effective as of October 15, 1997. If the By-law is rejected, it will not become effective. Shareholders also have the option to propose amendments to the By-law and to confirm or reject the By-law as amended. The Shareholders are asked to confirm the By-law amendments by the following special resolution: BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT: 1. Section 4.2 of the Corporation's By-law No. 1 is hereby amended effective October 15,1997, by deleting the following sentence in its entirety: "A Majority of the Directors shall be resident Canadians." and replacing it with the following: "Subject to subsection 100(4) of the Act, not more than one-third of the Directors of the Corporation must be resident Canadians if the Corporation earns in Canada, directly or through its subsidiaries, less than 5% of the gross revenues of the holding corporation and all of ~~its subsidiary bodies." 13~~ ~~14 2. Section 4.8~~the information that has been incorporated by reference in this proxy statement, including information contained in documents filed subsequent to the date this proxy statement is sent to stockholders, up to the date of responding to the ~~Corporation's By-law No. 1 is hereby amended effective October 15, 1997,~~request. Requests should be made by deleting the section in its entirety and replacing it with the following: "4.8 Canadian Presence at Meetings. The Board shall not transact business at a Meeting, other than filing a vacancy in the Board unless at least one-third of the Directors present are resident Canadians, except where a resident Canadian Director who is unabletelephone to ~~be present approves~~(713) 849-9911 or in writing ~~or by telephone, electronic or other means of communication the business~~ to be transacted at the Meeting." 3. Any director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such acts and things as he may determine to be necessary or advisable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination. The Company is asking the shareholders to confirm the By-laws amendment to allow it more flexibility in attracting qualified Board members and in implementing corporate action. Additionally, from time to time certain non-Canadian investors have requested the right to nominate a qualified Board of Directors member in connection with their investment in the Company. Often, the proposed nominees are not Canadian residents. The Board of Directors believes it is in the best interests of the Company to (i) reduce the required percentage of Canadian residency requirements so that the Company will have a wider pool of candidates from which it can nominate qualified Board members and (ii) reduce the percentage of resident Canadians required to be present at Board meetings. APPROVAL OF ISSUANCE OF SHARES At the Meeting, Management proposes to seek approval as required by the Vancouver Stock Exchange, to the issue, in connection with a financing of the Company or a subsidiary of the Company, of such number of equity securities, being common shares, warrants or a combination thereof, to any one person or any group of persons who intend to vote their equity shares as a group, where the number of common shares is equal to or greater than 20% of the Company's common shares outstanding after giving effect to the issuance of such securities, so long as the Directors of the Company are of the view that such transaction is in the best interests of the Company. The text of such resolution is set forth below. "BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT the issuance, in connection with a financing of the Company or a subsidiary of the Company, of such number of equity securities, being common shares, warrants or a combination thereof, to any one person or any group of persons who intend to vote their equity shares as a group, where the number of common shares to be issued, including any common shares which might be issued upon any conversion or exchange, is equal to or greater than 20% of the Company's common shares outstanding after giving effect to the issuance of such securities, so long as the Directors of the Company are of the view that such transaction is in the best interests of the Company, be approved." The Company is asking the Shareholders to approve this ordinary resolution to enable the Company to expeditiously seek equity capital for its working capital needs, the introduction of new product lines and for possible acquisitions. OPTIONS TO PURCHASE SECURITIES At the Meeting, Management proposes to seek approval of (i) the grant of new stock options to insiders of the Company in the future at such prices and for such numbers of shares as may be determined by the Board of Directors and acceptable to the Vancouver Stock Exchange, (ii) the ratification of the Board's prior stock option grants to insiders of the Company and (iii) the renegotiation of stock options previously granted to insiders of the Company, as same may be amended or extended from time to time, at prices and in amounts as may from time to time be determined by the Directors and acceptable to the applicable regulatory authorities. 14 15 Shareholder approval to the grant and re-negotiation of insiders' stock options is required pursuant to the policies of the Vancouver Stock Exchange. If such approval is not obtained, the Company will not grant further options to insiders or re-negotiate existing insider options. The term "insider" is defined in the Securities Act (British Columbia) and includes Directors, executive officers, the five highest-paid employees and holders of greater than 10% of the voting securities of the Company. The text of such resolution is set forth below. "BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT stock options previously granted to insiders of the Company be ratified and approved, that the Directors be authorized to grant stock options to insiders of the Company in the future at such prices and for such numbers of shares as may be determined by the Board of Directors and acceptable to the Vancouver Stock Exchange and that the Directors be authorized to renegotiate any stock options previously granted to insiders of the Company or which may hereafter be granted to insiders of the Company, as to price or number of shares or both, all on such terms as may be acceptable to the Vancouver Stock Exchange." The Company is seeking shareholder approval for the foregoing proposals relating to stock options in accordance with requirements of the Vancouver Stock Exchange. The Company believes stock options are necessary to motivate employees and consultants to achieve long-range goals and to provide incentive compensation opportunities that are competitive to those of similar companies. DIRECTORS' DISCRETIONARY AUTHORITY Management recommends that the Shareholders approve an ordinary resolution to grant the Board of Directors authority to amend, postpone or abandon implementation of any of the resolutions set out above if the Board decides, in its sole discretion, that it is not in the best interests of the Company to proceed with the actions authorized by the resolutions. The text of the resolution is as follows: "BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT the Board of Directors be authorized to amend, postpone or abandon implementation of any of the special resolutions set forth above if, in the sole discretion of the Board of Directors, it is not necessary, advisable or in the best interests of the Company to proceed with them." APPOINTMENT AND REMUNERATION OF AUDITORS At the Meeting, Management will seek Shareholder approval of the Board's re-appointment of Grant Thornton LLP, as the Company's independent auditors, to hold office until the next annual Meeting of Shareholders at such remuneration as may be fixed by the Board of Directors. Grant Thornton LLP was first appointed the Company's auditors on August 22, 1996. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, with an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. REQUIRED VOTE Each of the nominees for director who receive the affirmative vote of the holders of a majority of shares of Common Stock, represented in person or by proxy and entitled to vote at the Annual Meeting, will be elected. Additionally, all proposals before the Meeting will be approved if they receive the affirmative vote of the holders of a majority of shares of Common Stock, represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will not be treated as a vote for or against any particular director or proposal and will not affect the outcome of the election of directors or the proposal. 15 16 SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS Shareholder proposals to be presented at the 1999 Annual Meeting of Shareholders of Flotek must be received at Flotek's executive offices at 7030 Empire Central Drive, Houston, TX 77040, addressed to the attention of the Secretary, by February 15, 1999, in order to be included in the proxy statement and form of proxy relating to such Meeting. APPROVAL OF DIRECTORS The contents and the sending of this Proxy Statement/Information Circular have been approved by the Directors of the Company. /s/ WILLIAM G. JAYROE William G. Jayroe President and Chief Executive Officer June 1, 1998 16 17 Texas 77040; Attention: Glenn E. Neslony.

THE UNDERSIGNED STOCKHOLDER OF FLOTEK INDUSTRIES INC. ~~TO BE HELD AT RAMADA PLAZA HOTEL, 12801 NORTHWEST FREEWAY, HOUSTON, TEXAS ON WEDNESDAY, JULY 29, 1998, AT 2:00 P.M. THE UNDERSIGNED MEMBER OF THE COMPANY~~(the “Company”) HEREBY APPOINTS ~~WILLIAM G. JAYROE,~~Jerry D. Dumas, Sr., a ~~Director~~director of the Company, or failing this person, ~~WALLACE ROBERTSON,~~William R. Ziegler, a ~~Director~~director of the Company, or in the place of the foregoing, ~~__________________________, (print~~(print the name), as proxyholder for and on his behalf, ~~of the Member of the~~with full power of substitution, to attend, act and vote for and on behalf of the ~~Member in respect~~undersigned at the Special Meeting of ~~all matters that may properly come before the aforesaid meeting of the Members~~Stockholders of the Company (the ~~"Meeting"~~“Meeting”) to be held on August 17, 2007 and at every adjournment thereof, to the same extent and with the same powers as if the undersigned ~~Member~~ were present at the ~~said~~ Meeting, or any adjournment thereof. The ~~Member~~shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the ~~Member~~undersigned as specified herein. ~~RESOLUTIONS (for full details of each item, please see the enclosed Notice of Meeting and Proxy Statement/Information Circular)~~

~~For Against Abstain~~
	1.	To approve ~~amendments~~the amendment to ~~By-law No. 1 regarding Canadian residency requirements ____ ____ ____~~ the Certificate of Incorporation to increase authorized shares of Flotek Common Stock to 40,000,000.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x


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PROXY STATEMENT		1

VOTING SECURITIES		1

PROPOSAL 1:APPROVAL OF AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		3
ŸGeneral Information		3
ŸReasons for Increasing the Authorized Shares of Common Stock		3
ŸEffect on Authorized and Outstanding Shares		4
ŸIncrease of Shares of Common Stock Available for Future Issuance		4
ŸEffectiveness of the Increase in Authorized Shares of Common Stock		4
ŸRequired Affirmative Vote and Recommendation		4

PROPOSAL 2: ADOPTION OF THE 2007 LONG-TERM INCENTIVE PLAN		4
ŸDescription of the Plan		4
ŸAdjustments		6
ŸTermination		6
ŸCertain Federal Income Tax Consequences of Awards		7
ŸRequired Affirmative Vote and Recommendation		7

INCORPORATION BY REFERENCE		8


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class (a)
Common Stock	Palo Alto Investors, LLC 470 University Avenue Palo Alto, California 94301	2,402,000		13.1	%

Common Stock	TOSI, LP 1601 Elm Street, Suite 3900 Dallas, Texas 75201	1,504,694	(b)	8.2	%

Common Stock	Millenco, L.L.C. 666 Fifth Avenue, 8^th Floor New York, New York 10103	1,078,472	(c)	5.9	%

Common Stock	Jerry D. Dumas, Sr.	903,138	(d)	4.9	%

Common Stock	William R. Ziegler	670,828	(e)	3.7	%

Common Stock	John W. Chisholm	428,156	(f)	2.3	%

Common Stock	Gary M. Pittman	196,984	(g)	1.1	%

Common Stock	Richard R. Wilson	124,000	(h)	*

Common Stock	Barry E. Stewart	62,664	(i)	*

Common Stock	Lisa G. Meier	55,248	(j)	*

All current directors and executive officers as a group (7 persons) (d) (e) (f) (g) (h) (i) (j)		2,441,018		13.3	%


To ~~grant discretionary authority~~change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the ~~Board~~registered name(s) on the account may not be submitted via this method.		¨


Note:		Please sign exactly as ~~Auditors, GRANT THORNTON LLP ____ ____ ____ 6. To grant~~your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions ____ ____ ____

PreliminaryProxy Statement

Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

DefinitiveProxy Statement

DefinitiveAdditional Materials

SolicitingMaterial Pursuant to Section 240.14a-12