Raynard Veldmanhas served as a member of our board of directors since August 2014. Since 2014, Mr.Veldman has operated Veldman Consulting Corporation which provides consulting services, commission sales, and has made investments in the oil and gas and chemical industries where he is an active participant in the businesses.  He served as vice president for Magnablend, Inc., a custom chemical blending and manufacturing company from February 2012 to July 2014. From April 2001 through February 2012 he served as business and product manager for Weatherford, Inc. in their Engineered Chemistry Division. He has over 30 years of experience in the domestic and international oil and gas industry. Mr. Veldman has a M.S. in Chemical Engineering from the University of Houston and a B.S. in Chemical Engineering from the University of Texas. He has also periodically served as a consultant to EVTN since 2009. Mr. Veldman’s professional background as an engineer and his professional experience in the oil and gas industry were factors considered by our board of directors in concluding that he should be serving as a director of our company.

There are no family relationships between any of the executive officers and directors. The board of directors has determined that Mr. Veldman will be an independent director within the meaning of Rule 803 of the NYSE American Company Guide.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION

OF THE DIRECTOR NOMINEES.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF LIGGETT & WEBB, P.A.

The board of directors has appointed Liggett & Webb, P.A. as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2020. We have invited representatives of Liggett & Webb, P.A. to attend the 2020 annual meeting. Although shareholder ratification of the appointment of our independent auditor is not required by our bylaws or otherwise, we are submitting the selection of Liggett & Webb, P.A. to our shareholders for ratification to permit our shareholders to participate in this important corporate decision. If not ratified, the board of directors will reconsider the selection, although the board of directors will not be required to select a different independent auditor for our company. Even if the appointment is ratified, the board of directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the board of directors determines that such a change would be in our best interests.

Fees and services

The following table shows the fees that were billed for the audit and other businessservices provided for 2019 and 2018:

Audit Fees— This category includes the audit of our annual financial statements and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other SEC filings and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2019 were pre-approved by the entire board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION

 OF THE APPOINTMENT OF LIGGETT & WEBB, P.A.

PROPOSAL 3

AMENDMENT TO THE EVTN’S ARTICLES OF INCORPORATION

On June 23, 2020 our board of directors approved, and recommended that the shareholders approve, and amendment to our Articles of Incorporation, or the “Amendment,” which:

The form of Amendment is attached to this proxy statement asAppendix A.

Reasons for the reverse stock split and the change in authorized preferred stock

Following the sale of our patented Voraxial^® Separator technology to Schlumberger Technology Corporation and its subsidiaries, or collectively Schlumberger, in June 2017, our operations are presently limited to the manufacture the Voraxial^® Separator under a Supply Agreement for Cameron Solutions, Inc., an affiliate of Schlumberger. The Supply Agreement with Cameron Solutions, Inc. expires in June 2020 and we do not expect that it will be renewed prior to its expiration for various reasons including the lack of revenues the Supply Agreement generated for EVTN. As part of the agreement, Schlumberger granted us Grant Back Licenses to make, use, sell, offer for sale, and import products and processes embodying the intellectual property outside the oil and gas market which we have branded as “V-Inline”. Although our management initially believed that the Grant Back Licenses could potentially provide additional revenues through the sale of V-Inline separators outside the oil and gas industry, to date we have not been successful in generating significant revenues from the Grant Back Licenses.

Following the closing of the transaction with Schlumberger, we are materially dependent on revenues from a limited number of customers. In addition, as a result of our historic concentration on sales to customers in the oil and gas industry, the decline in oil prices during the first part of 2020 had a materially adverse impact on our sales beginning with the first quarter of 2020 and continuing through the second quarter of 2020. During the first quarter of 2020 we experienced a slowdown from customer’s inquiries and we expect that trend to continue until such time as the full impact of the Covid-19 pandemic is known, travel restrictions are lifted and corporate capital expenditures are normalized. Accordingly, in an effort to provide additional sources of revenue for our company, from time to time our management either seeks out or reviews third party proposals for potential corporate opportunities such as mergers or acquisitions. Our board of directors has recommended the reverse stock split and the change in our authorized preferred stock to provide maximum flexibility in the event a corporate opportunity should present itself which the board would determine is beneficial to our shareholders. We are not a party, however, at this time, to any agreements or understandings regarding any corporate transactions, including mergers, acquisitions or similar transactions.

Overall impact of the Amendment

Of the 250,000,000 shares of presently authorized common stock, there are 49,499,497 shares outstanding. Upon the effectiveness of the reverse stock split, the number of outstanding shares of our common stock will be automatically reduced to approximately 4,949,950 shares, subject to rounding, but the number of authorized shares of common stock will not change thereby increasing the number of shares of common stock which may be available for future issuance. The following table sets forth the change in the percentage of authorized but unissued shares of common stock before and after the reverse stock split:

The reverse stock split will not affect the par value of our common stock, which will remain $0.001 per share. As a result, at the effective time of the reverse stock split, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

In addition to 250,000,000 shares of common stock, our authorized capital includes 7,250,000 shares of preferred stock which was initially created in 1997. Of the 7,250,000 authorized, we issued 6,000,000 shares which were converted into 6,000,000 shares of our common stock on December 31, 2002. There are no shares of this class of preferred stock presently outstanding and we have no intention to issue any such shares.The Amendment will eliminate the existing class of preferred stock from our authorized capital and vest in the board of directors the authority to create one or more series of preferred stock up to 5,000,000 shares, and to determine by resolution the terms of each such series referred to as “blank check” provisions, without further shareholder approval. The authority of the board of directors with respect to each series, without limitation, includes a determination of the following: (a) the number of shares to constitute the series; (b) the liquidation rights, if any; (c) the dividend rights and rates, if any; (d) the rights and terms of redemption; (e) the voting rights, if any, which may be full, special, conditional, or limited; (f) whether the shares will be convertible or exchangeable into securities of our company, and the rates thereof, if any; (g) any limitations on the payment of dividends on the common stock while any series is outstanding; (h) any other provisions that are not inconsistent with the Amendment and our Articles of Incorporation; and (i) any other preference, limitations, or rights that are permitted by law.

Our authorized but unissued common stock and the newly created class of “blank check” preferred stock may be issued at the direction of our board of directors at such times, in such amounts and upon such terms as our board of directors may determine, without further approval of our shareholders unless, in any instance, such approval is expressly required by law. The resulting increase in the number of authorized but unissued and shares of common stock as a result of the reverse stock split may affect the rights of existing holders of common shares to the extent that future issuances of common shares reduce each existing shareholder’s proportionate ownership and voting rights in our company. In addition, possible dilution caused by future issuances of common shares could be accompanied by a decline in the market price of our shares, assuming a market for our common stock continues, of which there is no assurance.

If this Proposal 3 is approved, the availability of undesignated “blank check” preferred stock may have certain negative effects on the rights of holders of the common stock. The actual effect of the issuance of any shares of preferred stock upon the rights of holders of common stock cannot be stated until the board of directors determines the specific rights of the holders of such preferred stock. If approved, the Amendment will permit the board of directors, without future shareholder approval, to issue “blank check” preferred stock with dividend, liquidation, conversion, voting or other rights, which are superior to and could adversely affect the voting power or other rights of the holders of our common stock. Specifically, the Board will be in a position to issue securities which would grant to the holders thereof, preferences or priorities over the holders of common stock with respect to, among other things, liquidation, dividends and voting. This could result in holders of common stock receiving less in the event of a liquidation, dissolution or other winding up of EVTN, reduce the amount of funds, if any, available for dividends on common stock, and dilute the voting power of the holders of our common stock. Shares of preferred stock that are issued by EVTN and subsequently redeemed or converted into another security of EVTN would be available to be reissued by us and the board of directors may set the terms of the reissued shares as they deem appropriate, in the same manner, and subject to the same limitations, as the authorized preferred shares permit.

The additional common stock that will be presentedavailable for consideration atissuance following the Special Meeting other thaneffective date of the proposals set forth in this Proxy Statement.

our board of directors in circumstances that may have the Special Meeting willeffect of delaying, deterring or preventing takeover bids. For example, without further shareholder approval, our board of directors could strategically sell common shares in a private transaction to purchasers who would oppose a takeover. In addition, because shareholders do not constitutehave preemptive rights under our Articles of Incorporation, the rights of existing shareholders may (depending on the particular circumstances in which the additional common shares are issued) be diluted by any such issuance and increase the potential cost to acquire control of our company. The “blank check” preferred could also be used, under certain circumstances, as a revocationmethod of your proxy.

Federal Income Tax Consequences of the time, date and placeReverse Stock Split

The following discussion summarizing certain federal income tax consequences of the adjourned meeting. Any adjournment will allow our shareholders who have already sentreverse stock split is based on the Internal Revenue Code of 1986, as amended, or the "Code,", the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned.

The receipt of the common stock following the effective date of the reverse stock split, solely in exchange for the common stock held prior to the Company's Articlesreverse stock split, will not generally result in the recognition of Incorporation, as amended, to change the Company's corporate name to Enviro Technologies, Inc. The name change to remove "Voraxial" from our corporate name is a conditiongain or loss to the Technology Agreement.

The adjusted tax basis of a shareholder in the common stock received after the reverse stock split will be the same as the adjusted tax basis of the common stock held prior to the reverse stock split exchanged therefore (subject to the treatment of fractional shares), and the holding period of the common stock received after the reverse stock split will include the holding period of the common stock held prior to the reverse stock split exchanged therefore. No gain or loss will be recognized by us as a result of the reverse stock split.

THIS SUMMARY IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS SUMMARY ASSUMES THAT OUR SHARES ARE HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO OUR SHAREHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF THE REVERSE STOCK SPLIT UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT MAY VARY AS TO EACH SHAREHOLDER DEPENDING ON THE STATE IN WHICH SUCH SHAREHOLDER RESIDES. AS A RESULT, IT IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE REVERSE STOCK SPLIT, INCLUDING, BUT NOT LIMITED TO,

THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH THE REVERSE STOCK SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH SHAREHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE AND LOCAL TAX RETURNS.

How the Amendment will be enacted

If this Proposal 3 is approved by our voting securities that are present in person or by proxy and entitled to vote on the proposalshareholders at the meeting. By voting "FOR" this proposal, shareholders will be authorizing the amendment of the Articles of Incorporation to change our company name to Enviro Technologies, Inc. The name change to remove "Voraxial" from our corporate name is a condition to the Technology Agreement, as the "Voraxial" is intellectual property included in the Company assets we propose to sell the Buyer.

On the effective date of the Securities Exchange Act of 1934, as amended, in order for this action to be recognized in the market for trading purposes.  We expect to receive FINRA's clearance within 30 days following the Special Meeting.  Our Common Stockreverse stock split our common stock will be quoted on the Pink tier of the OTC Markets on a post-split basis under our new name following FINRA processing.  Wethe symbol “EVTND” for 20 business days, after which time the symbol will file a Current Report on Form 8-K with the SEC disclosing the effective daterevert back to EVTN.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT

PROPOSAL 4

REINCORPORATION OF EVTN FROM THE STATE OF IDAHO

TO THE STATE OF FLORIDA

In this section of the nameproxy statement, we sometimes refer to EVTN as an Idaho corporation before reincorporation as “EVTN Idaho” and EVTN as a Florida corporation after reincorporation as “EVTN Florida.”

The board of directors has unanimously approved and recommends to our shareholders this proposal to change EVTN’s state of incorporation from Idaho to Florida, which we refer as wellthe “Reincorporation”. If our shareholders approve this proposal, we will accomplish the Reincorporation by domesticating in Florida as ourprovided in the Idaho Business Corporation Act, as amended, or the “IBCA”, and, to the extent applicable, the Idaho Entity Transactions Act, as amended, and converting to a Florida corporation as provided in the Florida Business Corporation Act of the State of Florida, as amended, or the “FBCA”.

Summary

Assuming that shareholder approval of this proposal is obtained and the Reincorporation becomes effective:

General Information

The board of directors has adopted a plan of conversion/domestication substantially in the future, new share certificatesform attached asAppendix B to this proxy statement, or the “Plan of Domestication,” to accomplish the Reincorporation. Assuming the presence of a quorum at the 2020 annual meeting, this proposal will be issued reflectingapproved by the new name and new CUSIP number in due course as old certificates are tendered for exchange or transfer, but this in no way will effectshareholders if the validity of your current share certificates.  We request that shareholders do not send in any of their stock certificates at this time.

The boardReincorporation will not affect the trading of the shares of our common stock, which will continue to be quoted on the Pink tier of the OTC Markets under the same symbol, “EVTN.” EVTN Florida will continue to file periodic reports and other documents as and to the extent required nor does it intend to solicit further shareholder approvalby the rules and regulations of the SEC. Shareholders who own shares of EVTN Idaho

common stock that are freely tradable prior to the issuanceReincorporation will continue to have freely tradable shares in EVTN Florida after the Reincorporation, and shareholders holding restricted shares of any additionalEVTN Idaho common stock prior to the Reincorporation will continue to hold shares ifin EVTN Florida after the shareholders approveReincorporation subject to the increasesame restrictions on transfer. In summary, the Reincorporation will not change the respective positions under federal securities laws of EVTN or its shareholders.

Reasons for the Reincorporation

We were originally incorporated in Idaho in 1964, where our company conducted its operations until 1994 when it ceased its then historic business. Since our acquisition of Florida Precision Aerospace, Inc. in 1996, our business and operations have been located in Florida. Our company lacks a legal nexus with Idaho, and from time to time it has been burdensome and costly to obtain special Idaho counsel to represent us in connection with various business matters. In addition, the number of authorized shares atFBCA is largely modeled on the meeting. Any additional shares may be issued inRevised Model Business Corporation Act which is promulgated by the future for services, including services as a director and officer, and may affect the voting controlCorporate Laws Committee of the Company. The board may determine to issueBusiness Law Section of the American Bar Association. Accordingly, the relative clarity and sell shares pursuant to the private placement exemption from registrationpredictability of many areas of Florida corporate law which are lacking under the Securities Act of 1933, as amended (the "Securities Act"), or seekIdaho statute should offer added advantages to register shares for sale under the Securities Act. Shares may be issued in pursuing future business opportunities, for potential mergers, acquisitions and other corporate purposes, in compliance with applicable securities laws. The increase in authorized shares will not have any immediate effect on the rights of existing shareholders. To the extent that additional authorized shares are issued in the future, including, but not limited to issuances in the event outstanding options are exercised, they will decrease the existing shareholders' percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing shareholders. Historically, there has been a limited trading market in the Company's shares. The holders of our shares have no preemptive rights and the board has no plans to grant such preemptive rights with respect to any such shares.

Changes as a Result of Reincorporation

If this proposal is approved, the Reincorporation will effect a change in the legal domicile of EVTN and other changes of a legal nature, the most significant of which are described below in the section entitled “Comparison of EVTN’s Shareholders’ Rights Before and After the Reincorporation.” The Reincorporation is not expected to affect any of EVTN’s material contracts with any third parties, and EVTN’s rights and obligations under such material contracts will continue as rights and obligations of EVTN Florida. The Reincorporation itself will not result in any change in EVTN’s business, jobs, management, number of employees, assets, liabilities or net worth (other than transaction costs incident to the Reincorporation). Further, the directors and officers of EVTN Idaho immediately prior to the Reincorporation will continue to be the directors and officers of EVTN Florida immediately after the Reincorporation, and the subsidiary of EVTN Idaho immediately prior to the Reincorporation will continue to be the subsidiary of EVTN Florida immediately after the Reincorporation.

The Plan of Domestication

The Reincorporation will be effected pursuant to the Plan of Domestication to be adopted by EVTN Idaho. The Plan of Domestication provides that EVTN will convert into a Florida corporation and will be subject to all of the Company's Common Stock, at $0.01 per share, subject to adjustment. Raynard Veldman, a memberprovisions of the board of directors, owns options to purchase up to 1,000,000 sharesFBCA. By virtue of the Company's Common Stock, at $0.01 per share, subject to adjustment. Such persons may be deemed to have an interest in the amendment to increase the authorized shares of Common Stock.

EVTN’s shareholders will not be required to exchange their EVTN Idaho stock certificates for new EVTN Florida stock certificates. Following the effective time of the Reincorporation, any EVTN Idaho stock certificates submitted to EVTN for transfer,

whether pursuant to a sale or otherwise, will automatically be exchanged for EVTN Florida stock certificates. EVTN shareholders should not destroy any stock certificate(s) and should not submit any certificate(s) to EVTN unless and until requested to do so.

Description of EVTN’s Capital Stock Upon the Effectiveness of the Reincorporation

Assuming that this proposal is approved by our shareholders orand the Reincorporation becomes effective, EVTN will convert into EVTN Florida, which will be a merger candidate or corporate transaction.  We believe that our effortscorporation incorporated in the State of Florida. The rights of shareholders of EVTN Florida will generally be governed by Florida law, the Florida Articles of Incorporation and the Florida Bylaws. The following is a description of the capital stock of EVTN Florida upon the effectiveness of the Reincorporation. This description is not intended to successfully grow our business were severely constrainedbe complete and hamperedis qualified in its entirety by depressed oilreference to Florida law, including the FBCA, and gas prices, low price expectations for oil,the full texts of the Florida Articles of Incorporation and a reduction in capital expendituresthe Florida Bylaws, copies of which are attached as Exhibits A and B, respectively, to the Plan of Domestication, which is attached asAppendix B to this proxy statement.

Upon the effectiveness of the Reincorporation, and assuming Proposal 3 is approved by our prospective customersshareholders at the 2020 annual meeting, the authorized capital of EVTN Florida will be 250,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share, issuable in such series and with such designations, rights and preferences as the oil industry. After considering the available alternatives, our board of directors determined thatmay determine from time to time. Upon the Technology Agreement provideseffectiveness of the best opportunity forReincorporation, the Companyholders of outstanding shares of EVTN Florida common stock will continue to be entitled to receive valuedividends and other distributions out of assets legally available at times and in amounts as the board of directors may determine from time to time. All shares of EVTN Florida common stock will be entitled to participate ratably with respect to dividends or other distributions. If EVTN Florida is liquidated, dissolved or wound up, voluntarily or involuntarily, holders of EVTN Florida common stock will be entitled to share ratably in all assets of EVTN Florida available for distribution to EVTN Florida shareholders after the Intellectual Propertypayment in full of any preferential amounts to which holders of any EVTN Florida preferred stock may be entitled from time to time. Holders of EVTN Florida common stock will continue to be entitled to one vote per share on all matters to be voted upon by shareholders. Shareholders will continue to not be entitled to cumulate votes in voting for directors. There will be no preemption, redemption, sinking fund or conversion rights applicable to EVTN Florida common stock under the Florida Articles of Incorporation or the Florida Bylaws.

Limitation of Director Liability and potentially increase future revenues.Indemnification

The Florida Articles of Incorporation provides that, to the fullest extent permitted by Florida law, no director of EVTN Florida will be personally liable to EVTN Florida or its shareholders for monetary damages for breach of fiduciary duty as a director. Florida law currently provides thata director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director, unless:

section.

2019 Director Compensation

The following table sets forth certain information, as of April __, 2017,the compensation paid or earned for 2019 by our independent director.

Name		Fees earned or paid in cash ($)				Stock awards ($)				Option awards ($)				Non-equity incentive plan compensation ($)				Nonqualified deferred compensation earnings ($)				All other compensation ($)				Total ($)
Raynard Veldman			12,000				—				—				—				—				—				12,000

Compliance with respect to beneficial ownership of our Common Stock by: (i) each person who, to our knowledge, beneficially owned more than 5%Section 16(a) of the sharesSecurities Exchange Act of our Common Stock outstanding as1934

Section 16(a) of such date; (ii) eachthe Securities Exchange Act of 1934 requires our directors; (iii) each of our executive officers; and (iv) all directors and executive officers, and persons who

30

own more than 10% of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. These persons are required by SEC regulation to furnish us with copies of these reports they file. To our knowledge, based solely on a review of the copies of reports furnished to us, Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with on a timely basis for the year ended December 31, 2019.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for:

●	all individuals serving as our principal executive officer or acting in a similar capacity during 2019;
●	our two most highly compensated named executive officers at December 31, 2019 whose annual compensation exceeded $100,000; and
●	up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as a named executive officer of our company at December 31, 2019.

Name and principal position		Year				Salary ($)				Bonus ($)				Stock Awards ($) (1)				Option Awards ($)				No equity incentive plan compensation ($)				Non-qualified deferred compensation earnings ($)				All other compensation ($) (2)				Total ($)
John A. DiBella,			2018				210,000				—				50,000				—				—				—				29,000				289,000
CEO, President, CFO			2019				210,000				—				—				—				—				—				27,800				237,800

———————

(1)	Represents the fair value of shares of our common stock issued as bonus compensation.
(2)	Represents health care benefits.

How Mr. DiBella’s compensation is determined

We are not a party to an employment agreement with Mr. DiBella. His compensation is determined by the board of directors of which he is one of the two members. Effective January 1, 2018, the board of directors reduced Mr. DiBella’s annual compensation to $210,000 from his 2017 level of $305,000. In May 2018 the board of directors issued Mr. DiBella 1,000,000 shares of our common stock valued at $50,000 as bonus compensation, and in November, 2018, the board of directors also approved the health insurance benefit for Mr. DiBella. For 2019 and 2018, we incurred salary expenses for Mr. DiBella of $210,000 and $210,000, respectively. For 2019 and 2018, we paid Mr. DiBella $412,796 and $586,000, respectively, including accrued salary which was owed to him from prior years. The unpaid accrued salary balances as of December 31, 2019 and 2018, were $610,965 and $831,761, respectively. The timing of the payment of any of the accrued but unpaid compensation due Mr. DiBella may be determined by the board of directors at any time. In addition, Mr. DiBella’s compensation may be changed at any time by the board of directors.

Consulting fees paid to Mr. Veldman

In addition to his compensation for serving as a group.member of our board of directors set forth earlier in this section, since July 1, 2017, we have paid Mr. Veldman a fee of $2,500 per month for consulting services. For 2019 and 2018, he received consulting fees of $30,000 and $30,000, respectively. On May 25, 2018 we issued Mr. Veldman 1,000,000 shares of common stock valued at $50,000 as bonus compensation.

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For purposes of the

Outstanding equity awards at year end

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2019.

OPTION AWARDS

STOCK AWARDS

Name

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)

John A. DiBella

7,700,000

—

—

0.01

11/15/23

—

—

—

—

PRINCIPAL SHAREHOLDERS

At July 7, 2020, we had 49,499,497 shares of our common stock issued and outstanding. The following table sets forth information known to us as of July 7, 2020 relating to the beneficial ownership of shares of our common stock by:

●	each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
●	each director and nominee;
●	each named executive officer; and
●	all named executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is determined in accordance with the rulescare of the SEC. Except as821 NW 57 Place, Fort Lauderdale, FL 33309. We believe that all persons, unless otherwise noted, in the footnotes below, we believe that each person or entity named in the table hashave sole voting and investment power with respect to all shares of its Common Stockour common stock shown as beneficiallybeing owned by them, subjectthem. Under securities laws, a person is considered to applicable community property laws. The percentagebe the beneficial owner of shares of Common Stock outstanding is based on 33,514,497 shares of Common Stock outstanding as of April 20, 2017. In computing the number of shares beneficiallysecurities owned by him (or certain persons whose ownership is attributed to him) and that can be acquired by him within 60 days from July 7, 2020, including upon the exercise of options, warrants or convertible securities. We determine a person named in the following table and thebeneficial owner’s percentage ownership ofby assuming that person, shares of Common Stockoptions, warrants or convertible securities that are subject to options held by thathim, but not those held by any other person, thatand which are currently exercisable or exercisable within 60 days of April 20, 2017 are deemed outstanding. Thesethe that date, have been exercised or converted.

Name of Beneficial Owner		No. of Shares Beneficially Owned				% of Class
John A. DiBella			11,314,628				22.9	%
Raynard Veldman			4,191,436				8.5	%
All officers and directors as a group (two persons)			15,506,064				31.3	%
Adele DiBella			6,095,500				12.3	%

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our shareholders as of December 31, 2019.

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights ($)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column)
Plans approved by our shareholders			0				n/a			n/a
Plans not approved by shareholders(1)			13,465,000				0.01			n/a

⁽¹⁾ Options to purchase 13,365,000 shares areof common stock were exercised in June 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We pay Mr. Veldman, a member of our board of directors, a monthly consulting fee. See “Executive Compensation – Consulting fees paid to Mr. Veldman” appearing earlier in this proxy statement.

On May 25, 2018 we issued an aggregate of 2,000,000 shares of our common stock to Messrs. DiBella and Veldman as bonus compensation for their efforts in connection with the closing of the Technology Purchase Agreement with Schlumberger. The fair value of these shares was $100,000.

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING

As of the date of this proxy statement, we had not however, deemed outstandingreceived notice of any shareholder proposals for the purpose2020 annual meeting described herein and proposals received subsequent to the date of computingthis proxy statement will be considered untimely. For a shareholder proposal to be considered for inclusion in our proxy statement for the percentage ownership2021 annual meeting, the corporate secretary must receive the written proposal at our principal executive offices no later than the deadline stated below. Such proposals must comply with SEC regulations under Rule 14a-8 regarding the inclusion of any other person.

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percentage of Ownership
Adele Di Bella	6,095,500(1)		16.4%
John A. Di Bella	10,428,616(2)		25.3%
Raynard Veldman	2,750,000(3)		8.0%
All officers and directors  as a group (two persons)	13,178,616(2)(3)		31.3%

(1)  Includes 2,295,500 sharesshareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Enviro Technologies, Inc.

Attention: Corporate Secretary

821 NW 57 Place

Fort Lauderdale, FL 33309

Under Rule 14a-8, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 120 calendar days before the date of Common Stock and 3,800,000 shares of Common Stock underlying options exercisable at $0.01 that expire November 15, 2023.

(2)  Includes 2,528,616 shares of Common Stock and 7,700,000 shares of Common Stock underlying options exercisable at $0.01 per share expiring on November 15, 2023.  Includes 100,000 shares held by his minor children.

(3)  Includes 1,750,000 shares of Common Stock and 1,000,000 shares of Common Stock underlying options exercisable at $0.01 per share expiring on November 15, 2023.

APPRAISAL RIGHTS

Under Idaho law there are no appraisal rights availableour proxy statement release to our shareholders in connection with the proposals.previous year’s annual meeting. However, if we did not hold an annual meeting in the previous year or if the date of this year’s annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials. Therefore, shareholder proposals intended to be presented at the 2021 annual meeting must be received by us at our principal executive office no later than March 31, 2021 in order to be eligible for inclusion in our 2021 proxy statement and proxy relating to that meeting. Upon receipt of any proposal, we will determine whether to include such proposal in accordance with regulations governing the solicitation of proxies.

33

15

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HOUSEHOLDING OF PROXY STATEMENT

The rules promulgated

You may propose director candidates for consideration by the board of directors. Any such recommendations should include the nominee’s name and qualifications for board membership, information regarding the candidate as would be required to be included in a proxy statement filed pursuant to SEC regulations, and a written indication by the recommended candidate of her or his willingness to serve, and should be directed to the Corporate Secretary of Enviro Technologies, Inc. at our principal executive offices at 821 NW 57 Place, Fort Lauderdale, FL 33309 within the time period described above for proposals other than matters brought under SEC Rule 14a-8.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

As required, we have filed our 2019 10-K with the SEC. Shareholders may obtain, free of charge, a copy of the 2019 10-K by writing to us at 821 NW 57 Place, Fort Lauderdale, FL 33309, Attention: Corporate Secretary, or from our website,www.evtn.com.

SHAREHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

The SEC has adopted rules that permit companies and intermediaries such as brokers banks or other intermediaries to deliver a single copy of oursatisfy delivery requirements for proxy materialsstatements with respect to households at which two or more shareholders reside ("Householding"). Shareholders sharing an address who have been previously notified by their broker, bank or other intermediary and have consented to Householding, either affirmatively or implicitly by not objecting to Householding, received only one copy of our proxy materials. A shareholder who wishes to participate in Householding in the future must contact his or her broker, bank or other intermediary directly to make such request. Alternatively, a shareholder who wishes to revoke his or her consent to Householding and receive separate proxy materials for each shareholder sharing the same address must contact hisby delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or her broker, bankus that they are or other intermediarywe will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke suchyour consent. Shareholders may also obtainIf, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statementproxy statement, or mayif you currently receive multiple proxy statements and would prefer to participate in householding, please notify your broker if your shares are held in a printedbrokerage account or an e-mail copy of this Proxy Statement without chargeus if you hold registered shares. You can notify us by sending a written request to Enviro Voraxial Technology,Technologies, Inc., Attn: John Di Bella,Attention: Corporate Secretary, 821 NW 57th57 Place, Fort Lauderdale, Florida 33309, telephone number (954) 958-9968. We will promptly deliver a copy of this Proxy Statement upon request. Householding does not apply to shareholders with shares registered directly in their name.

FL 33309.

WHERE YOU CAN FIND MORE INFORMATION

Enviro Voraxial Technology files

We file annual quarterly and currentspecial reports proxy statements and other information with the SEC. Certain of our SEC under the Securities Exchange Act of 1934, as amended. You may read filings are available on our corporate website atwww.evtn.comand copy this information at, or obtain copies of this information by mail from, theon SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

Please call the SEC at (800) SEC-0330 for further information about the public reference room. Enviro Voraxial Technology's filings with the SEC are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Any This proxy statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this Proxy Statementproxy statement is delivered may request copies of proxy statements andupon oral or other information concerning us, without charge, by written request, without charge. Requests for such documents should be directed to Corporate Secretary, Enviro Voraxial Technology,Technologies, Inc., Attn: John Di Bella, Corporate Secretary, 821 NW 57th57 Place, Fort Lauderdale, Florida 33309, telephone number (954) 958-9968.FL 33309. Please note that additional information can be obtained from our website at www.evtn.com.

You may also read and copy any document we file with the SEC at its public reference facilities:

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

34

ENVIRO TECHNOLOGIES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 2020 ANNUAL meeting OF ShareHOLDERS –THURSDAY, august 20, 2020 at 9:30 a.m.
				Please ensure you fold then detach and retain this portion of this Proxy
CONTROL ID:
REQUEST ID:
The undersigned, a shareholder of Enviro Technologies, Inc. (the "Company") hereby revoking any proxy heretofore given, does hereby appoint John A. DiBella, with power of substitution, for and in the name of the undersigned to attend the 2020 annual meeting of shareholders of the Company to be held on Thursday, August 20, 2020 at the Company’s principal executive offices located at 821 NW 57 Place, Fort Lauderdale, FL  33309 beginning at 9:30 a.m., local time, or any adjournment or postponement thereof, and there to vote, as designated below.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.
	MAIL:	Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
	FAX:	Complete the reverse portion of this Proxy Card and Fax to________________.
	INTERNET:	_______________
	PHONE:	_______________

2020 ANNUAL MEETING OF THE SHAREHOLDERS OF ENVIRO TECHNOLOGIES, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS			PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE:ý
Proposal 1			FOR ALL		AGAINST ALL		FOR ALL EXCEPT
	To elect two members to the board of directors		☐		☐
	John A. DiBella						☐
	Raynard Veldman						☐
Proposal 2			FOR		AGAINST		ABSTAIN
	The ratification of the appointment of Liggett & Webb, P.A. as the Company's independent registered public accounting firm for the year ending December 31, 2020		☐		☐		☐
Proposal 3			FOR		AGAINST		ABSTAIN
	To approve the Amendment		☐		☐		☐
Proposal 4			FOR		AGAINST		ABSTAIN
	To approve the Reincorporation		☐		☐		☐
Proposal 5			FOR
	A non-binding advisory vote on the frequency of a non-binding advisory vote on executive compensation
	Every year		☐
	Every two years		☐
	Every three years		☐
Proposal 6			FOR		AGAINST		ABSTAIN
	A non-binding advisory vote approving executive compensation		☐		☐		☐
			MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING:¨
The board of directors unanimously recommends that the shareholders vote "FOR" the election to the two named director nominees in Proposal 1, “FOR” Proposals 2, 3, 4 and 6, and for a frequency of “EVERY THREE YEARS” for Proposal 5.			MARK HERE FOR ADDRESS CHANGE¨ New Address (if applicable): ___________________ ___________________ ___________________
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED, THE VOTE OF THE UNDERSIGNED WILL BE CASTFOR" THE ELECTION TO THE TWO NAMED DIRECTOR NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 4 AND 6, AND FOR A FREQUENCY OF “EVERY THREE YEARS” FOR PROPOSAL 5.IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.			IMPORTANT:Please sign exactly as 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 signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2020
			(Print Name of Shareholder and/or Joint Tenant)
			(Signature of Shareholder)
			(Second Signature if held jointly)

16Appendix A

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ANNEX A

ARTICLES OF AMENDMENT

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

ENVIRO VORAXIAL TECHNOLOGY, INC.

To the Secretary of State of the State of Idaho:

Pursuant to Title 30, Chapter 1, Idaho Code, the undersigned corporation amends its Articles of Incorporation as follows:

FIRST:  The following amendment to the Articles of Incorporation of Enviro Voraxial Technology, Inc. was adopted by the board of directors by unanimous written consent on March 13, 2017 and the shareholders of the corporation at a meeting held ____________, 2017.

SECOND:  Paragraph of Article I of the corporation's Articles of Incorporation shall be amended and restated as follows:

	ARTICLES OF AMENDMENT (General Business) Title 30, Chapters 21 and 29, Idaho Code Base Filing fee: $30.00 + $20.00 for manual processing (form must be typed).

1. The name of the corporation is "Envirois:

Enviro Technologies, Inc."

THIRD:   The amendment was approved by

If the corporation's board of directorscorporation has been administratively dissolved and the shareholders as required bycorporate name is no longer available for use, the Title 30amendment(s) below must include a change of the Idaho Code and the corporation's Articlescorporate name.

2. The text of Incorporation, as amended.

FOURTH:  Such amendment does not provide for any exchange reclassification or cancellation of issued shares.

IN WITNESS WHEREOF, the undersigned executive officer of the corporation, having been thereunto authorized, have executed penalty of perjury this _____ day of __________ 2017.

ENVIRO VORAXIAL TECHNOLOGY, INC.

By:__________________________________          

John Di Bella, President

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ANNEX B

ARTICLES OF AMENDMENT

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

ENVIRO VORAXIAL TECHNOLOGY, INC.

To the Secretary of State of the State of Idaho:

Pursuant to Title 30, Chapter 1, Idaho Code, the undersigned corporation amends its Articles of Incorporation as follows:

FIRST:  The following amendment to the Articles of Incorporation of Enviro Voraxial Technology, Inc. was adopted by the board of directors by unanimous written consent on March 13, 2017 and the shareholders of the corporation at a meeting held ____________, 2017.

SECOND:  The second sentence of each article being amended:

Article V ofis hereby deleted in its entirety and replaced with the corporation's Articles of Incorporation shall be amended and restated as follows:

following:

The maximum number of shares that this corporation shall be authorized to issue is Two Hundred Fifty Million (250,000,000) shares of common stock, par value $0.001 per share, and Five Million (5,000,000) shares of preferred stock, par value $0.001 per share, issuable in such series and with such designations, rights and preferences as the Board of Directors of the corporation may determine from time to time.

On the effective date of these Articles of Amendment, the corporation will effective a reverse stock split (the "Reverse Split") of its issued CONTINUED ON EXHIBIT A HERETO

3.

The date of adoption of the amendment(s) was: _______________________________

4.

Manner of adoption (choose one):

○	The amendment consists exclusively of matters which do not require shareholder action pursuant to section 30-29-1002, 30-29-1005, and 30-29-1006, Idaho Code, and was, therefore, adopted by the board of directors.
○	None of the corporation’s shares have been issued and was, therefore, adopted by the  ☐ incorporator           ☐ board of directors.
●	Approval by the shareholders is required and the shareholders duly approved the amendment(s) as required by either Title 30, Chapters 20, 21, and 29, Idaho Code or by the Articles of Incorporation.

Secretary of State use only

Dated: _______________________________________

Printed Name:John A. DiBella

Signature: ____________________________________ 

EXHIBIT A

ARTICLES OF AMENDMENT

ENVIRO TECHNOLOGIES, INC.

and outstanding common stock pursuant to which every ten (10) issued and outstanding shares of the common stock, par value $0.001 (the “Old Common Stock”) shall be reclassified and converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.001 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby;provided, further, that no cash will be paid or distributed as a result of the Reverse Split and no fractional shares will be issued. All fractional shares which would otherwise be required to be issued as a result of the Reverse Split will be rounded up to the nearest whole share.

The effective date of this Amendment shall be ______________________, 2020.

Appendix B

PLAN OF CONVERSION/DOMESTICATION

OF

ENVIRO TECHNOLOGIES, INC., an Idaho corporation

TO

ENVIRO TECHNOLOGIES, INC., a Florida corporation

This PLAN OF CONVERSION/DOMESTICATION, dated as of ________, 2020 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Enviro Technologies, an Idaho corporation (the “Company”), in order to set forth the terms, conditions and procedures governing the domestication of the Company from an Idaho corporation to a Florida corporation pursuant to Section 607.11920 of the Business Corporation Act of the State of Florida, as amended (the “FBCA”), and Sections 30-29-901 through 30-29-935 of the Idaho Code, as amended (the “IC”).

RECITALS

WHEREAS, the Company is a corporation established and existing under the laws of the State of Idaho;

WHEREAS, domestication of an Idaho corporation into a Florida corporation is permitted under Section 607.11920 of the FBCA and Sections 30-29-901 through 30-29-935 of the IC;

WHEREAS, the Board of Directors of the Company has determined that it would be advisable and in the best interests of the Company and its shareholders for the Company to domesticate from an Idaho corporation to a Florida corporation pursuant to Section 607.11920 of the FBCA and Sections 30-29-901 through 30-29-935 of the IC; and

WHEREAS, the form, terms and provisions of this Plan have been authorized, approved and adopted by the Board of Directors of the Company and the Company’s shareholders.

NOW, THEREFORE, the Company hereby adopts this Plan as follows:

1.       Domestication; Effect of Domestication.

(a)       At the Effective Time (as defined in Section 3 below), the Company shall be converted from an Idaho corporation to a Florida corporation pursuant to Section 607.11920 of the FBCA and Sections 30-29-901 through 30-29-935 of the IC (the “Conversion”) and the Company, as converted to a Florida corporation (the “Resulting Company”), shall thereafter be subject to all of the provisions of the FBCA, except that notwithstanding Section 607.0203 of the FBCA, the existence of the Resulting Company shall be deemed to have commenced on the date the Company commenced its existence in the State of Idaho. The Company shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Conversion shall not be deemed a dissolution of the Company. The Conversion otherwise shall have the effects specified in the FBCA and IC.

(b)       At the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, the Resulting Company shall, for all purposes of the laws of the State of Florida, be deemed to be the same entity as the Company. At the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, for all purposes of the laws of the State of Florida, all of the rights, privileges and powers of the Company, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the

1

Company, shall remain vested in the Resulting Company and shall be the property of the Resulting Company and the title to any real property vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of the Conversion; but all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the Resulting Company at the Effective Time, and may be enforced against the Resulting Company to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Resulting Company in its capacity as a corporation of the State of Florida. The rights, privileges, powers and interests in property of the Company, as well as the debts, liabilities and duties of the Company, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Resulting Company at the Effective Time for any purpose of the laws of the State of Florida.

(c)       The Conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to the Conversion or the personal liability of any person incurred prior to the Conversion.

(d)       At the Effective Time, the name of the Resulting Company shall be Enviro Technologies, Inc.

(e)       The Company intends for the Conversion to constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and for this Plan to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).

2.       Filings. As promptly as practicable following the date hereof, the Company shall cause the Conversion to be effective by:

(a)       executing and filing (or causing to be executed and filed) a Statement of Domestication pursuant to Section 30-29-922 of the IC in a form reasonably acceptable to any officer of the Company (the “Idaho Statement of Domestication”) with the Idaho Secretary of State;

(b)       executing and filing (or causing to be executed and filed) Articles of Domestication pursuant to Sections 607.11922 of the FBCA in a form reasonably acceptable to any officer of the Company (the “Florida Articles of Conversion”) with the Florida Secretary of State; and

(c)       executing, acknowledging and filing (or causing to be executed, acknowledged and filed) a Articles of Incorporation of Enviro Technologies, Inc. substantially in the form set forth onExhibit Ahereto (the “Florida Articles of Incorporation”) with the Florida Secretary of State.

3.       Effective Time. The Conversion shall become effective upon the filing of the Idaho Statement of Domestication, the Florida Articles of Conversion and the Florida Certificate of Incorporation with the applicable secretary of state (the “Effective Time”).

4.       Effect of Conversion on Common Stock. Upon the terms and subject to the conditions of this Plan, at the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, each share of issued common stock, $0.001 par value per share, of the Company (“Company Common Stock”) shall convert into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Resulting Company (“Resulting Company Common Stock”).

5.       Effect of Conversion on Stock Certificates. Upon the terms and subject to the conditions of this Plan, at the Effective Time, all of the outstanding certificates that immediately prior to the Effective Time represented shares of Company Common Stock immediately prior to the Effective Time shall be deemed for all purposes to continue to evidence ownership of and to represent the same number of shares of Resulting Company Common Stock.

2

6.       Further Assurances. If, at any time after the Effective Time, the Resulting Company shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Resulting Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company, or (b) to otherwise carry out the purposes of this Plan, the Resulting Company, its officers and directors and the designees of its officers and directors, are hereby authorized to solicit in the name of the Resulting Company any third-party consents or other documents required to be delivered by any third-party, to execute and deliver, in the name and on behalf of the Resulting Company all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the Resulting Company, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company and otherwise to carry out the purposes of this Plan.

7.       Effect of Conversion on Directors and Officers. The members of the Board of Directors and the officers of the Resulting Company immediately after the Effective Time shall be those individuals who were serving as directors and officers, respectively, of the Company.

8.       Florida Bylaws. At the Effective Time, the bylaws of the Resulting Company shall be substantially in the form set forth onExhibit Bhereto (the “Florida Bylaws”), and the Board of Directors of the Resulting Company shall adopt the Florida Bylaws as promptly as practicable following the Effective Time.

9.       Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company and its shareholders. In the event of termination of this Plan, this Plan shall become void and of no effect.

10.       Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein.

11.       Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.

12.       Governing Law. This Plan shall be construed in accordance with and governed by the law of the State of Florida, without regard to the conflict of laws provisions thereof.

[signature page follows]

3

IN WITNESS WHEREOF, the Company has caused this Plan of Conversion/Domestication to be duly executed as of the date first above written.

	ENVIRO TECHNOLOGIES, INC. an Idaho corporation
	By:
	Name:		John A. DiBella
	Title:		Chief Executive Officer

4

Exhibit A

ARTICLES OF INCORPORATION

OF

ENVIRO TECHNOLOGIES, INC.

The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida.

ARTICLE I

CORPORATE NAME

The name of this Corporation shall be: Enviro Technologies, Inc.

ARTICLE II

PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is 821 NW 57 Place, Fort Lauderdale, FL 33309

ARTICLE III

NATURE OF CORPORATE BUSINESS AND POWERS

The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.

ARTICLE IV

CAPITAL STOCK

The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be Two Hundred Fifty Million (250,000,000) shares of Common Stock, par value $.001$0.001 per share and SevenFive Million Two Hundred Fifty Thousand (7,250,000)(5,000,000) shares of Preferred Stock, par value $.001$0.001 per share.

THIRD:   The amendment was approved

Classes and series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such classes or series of Preferred Stock as adopted by the corporation's boardBoard of directorsDirectors.

The Corporation shall be authorized and empowered to issue shares of one class or series of the Corporation’s Capital Stock as dividends on shares of a different class or series of its Capital Stock.

1

ARTICLE V

TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE VI

REGISTERED AGENT AND

INITIAL REGISTERED OFFICE IN FLORIDA

The Registered Agent and the shareholders as required by the Title 30street address of the Idaho Code andinitial Registered Office of this Corporation in the corporation'sState of Florida shall be:

John A. DiBella

821 NW 57 Place

Fort Lauderdale, FL 33309

ARTICLE VII

BOARD OF DIRECTORS

This corporation shall have two (2) Directors initially.

John A. DiBella

Raynard Veldman

ARTICLE VIII

INCORPORATOR

The name address of the person signing these Articles of Incorporation as amended.the Incorporator is Brian A. Pearlman, Esq., Pearlman Law Group LLP, 200 S. Andrews Avenue, Suite 901, Fort Lauderdale, FL 33301.

ARTICLE IX

INDEMNIFICATION

To the fullest extent permitted by the Florida Business Corporation Act, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (ii) is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

2

FOURTH:  Such amendment does

ARTICLE X

AFFILIATED TRANSACTIONS

This Corporation expressly elects not provide for any exchange reclassification or cancellationto be governed by Section 607.0901 of issued shares.

the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions.

ARTICLE XI

CONTROL SHARE ACQUISITIONS

This Corporation expressly elects not to be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions.

IN WITNESS WHEREOF, the undersigned executive officerIncorporator has executed the foregoing Articles of Incorporation on the corporation, having been thereunto authorized, have executed penalty of perjury this ____________ day of __________ 2017.

_____________ 2020.

		Brian A. Pearlman, Esq., Incorporator

ENVIRO VORAXIAL TECHNOLOGY, INC.

By:  _________________________________        

John Di Bella, President

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ANNEX C

TECHNOLOGY PURCHASE AGREEMENT

Execution Version

TECHNOLOGY PURCHASE AGREEMENT

BETWEEN

SCHLUMBERGER TECHNOLOGY CORPORATION,
SCHLUMBERGER CANADA LIMITED, AND
SCHLUMBERGER B.V.

AND

ENVIRO VORAXIAL TECHNOLOGY, INC. AND
FLORIDA PRECISION AEROSPACE, INC.

____________________________

Dated as of March 13, 2017

---

Table of Contents

ARTICLE 1 DEFINITIONS			1
	1.1	Certain Definitions.	1
	1.2	Other Definitional and Interpretive Matters.	4
	1.3	Joint Drafting.	5
ARTICLE 2 PURCHASE AND SALE OF ASSETS			5
	2.1	Purchase and Sale of Assets.	5
	2.2	Excluded Assets.	5
	2.3	Excluded Liabilities.	5
	2.4	Grant-Back License.	5
	2.5	No Implied Rights, No Trademark Rights.	6
	2.6	Improper Market Entry.	6
	2.7	Further Conveyances and Assumptions; Consent of Third Parties.	7
ARTICLE 3 CONSIDERATION			7
	3.1	Consideration.	7
	3.2	Payment of Purchase Price at Closing.	7
	3.3	Holdback A Non-Exclusive Remedy.	8
	3.4	Withholding of Taxes.	8
ARTICLE 4 CLOSING			8
	4.1	Closing.	8
	4.2	Closing Date.	8
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER			8
	5.1	Organization and Good Standing.	8
	5.2	Authorization of Agreement.	8
	5.3	Conflicts; Consents of Third Parties.	8

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Table of Contents

(continued)

	5.4	Title to Purchased Assets, Right to Conduct Business.	9
	5.5	Orders.	9
	5.6	Intellectual Property.	9
	5.7	Litigation.	10
	5.8	Compliance with Laws: Permits.	10
	5.9	Financial Advisors.	11
	5.10	Sole Subsidiary.	11
	5.11	No Further Representations	11
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASERS			11
	6.1	Organization and Good Standing.	11
	6.2	Authorization of Agreement.	11
	6.3	Financial Advisors.	11
ARTICLE 7 COVENANTS			11
	7.1	Non-Competition; Confidentiality.	11
	7.2	Publicity.	12
	7.3	Sellers' Continued Operations.	13
	7.4	Licenses Outside the Oil and Gas Market.	13
ARTICLE 8 CONDITIONS TO CLOSING			13
ARTICLE 9 CLOSING DELIVERABLES			14
	9.1	Sellers' Deliverables.	14
	9.2	Purchasers' Deliverables.	14
ARTICLE 10 TERMINATION			15
	10.1	Termination by Purchasers.	15
	10.2	Termination by Sellers.	15
	10.3	Effect of Termination.	15

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Table of Contents

(continued)

ARTICLE 11 INDEMNIFICATION			15
	11.1	Indemnification Obligations.	15
	11.2	Indemnification Procedures For Third-Person Claims.	16
	11.3	General Procedures.	16
ARTICLE 12 TAXES			16
	12.1	Taxes.	16
	12.2	Cooperation on Tax Matters.	16
ARTICLE 13 MISCELLANEOUS			17
	13.1	Expenses.	17
	13.2	Jurisdiction.	17
	13.3	Entire Agreement; Amendments and Waivers.	17
	13.4	Governing Law.	17
	13.5	Notices.	17
	13.6	Severability.	18
	13.7	Binding Effect; Assignment.	18
	13.8	Non-Recourse.	18
	13.9	Counterparts.	18

iii

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Schedules

2.2.          Excluded Assets

2.3.          Excluded Liabilities

3.2.          Transition Items

3.3.          Payment Instructions

5.6(a).     Listing of Certain Intellectual Property

5.6(g).     Existing Non-Disclosure Agreements.

5.6(j).      Existing Contract Orders

5.6(k).     Software

5.7.         Legal Proceedings

7.1(a).     Key Shareholders

7.1(b).     Non-Compete Exceptions

Exhibits

A.          Bill of Sale and Intellectual Property Assignment and Grant-Back License Agreement

B.          Termination, Assignment, Settlement, and General Release Agreement

C.          Non-Competition and Non-Disclosure Agreement

D.          Supply Agreement

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TECHNOLOGY PURCHASE AGREEMENT

This Technology Purchase Agreement dated as of March 13, 2017, (the "Agreement") is by and between

Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands, (collectively "Purchasers"); and

Enviro Voraxial Technology, Inc., an Idaho corporation, and Florida Precision Aerospace, Inc. a Florida corporation ("Sellers").

WHEREAS, Sellers presently conduct the Business and own various assets related thereto; and

WHEREAS, Sellers desire to sell, transfer and assign to Purchasers, and Purchasers desire to acquire and assume from Sellers, all of the Purchased Assets, all as more specifically provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

"Business" means the businesses of Sellers related to phase or constituent sensing or separation (e.g., liquid-liquid, liquid-solid or liquid-gas separation and gas or liquid sensing), including all product lines and services related thereto and including the Voraxial product line and services.

"Business Day" means any day of the year other than a Saturday, a Sunday, or any day on which the Federal Reserve Bank of Dallas is closed.

"Documents" means any and all files, documents, instruments, computer programs on a tangible medium, papers, books, reports, records, tapes, microfilms, templates, vendor lists, supply-chain documents, photographs, letters, budgets, forecasts, ledgers, journals, customer lists, regulatory filings, operating data and plans, technical documentation (e.g., design specifications, engineering files, functional requirements, operating instructions, source code, logic manuals, flow charts), user documentation (e.g., installation guides, user

S-1

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manuals, training materials, release notes, working papers), marketing documentation (e.g., sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials, in each case whether or not in electronic form.

"Environmental Law" means any foreign, federal, state or local statute, regulation, ordinance, rule of common law or other legal requirement as now or hereafter in effect in any way relating to the protection of human health and safety, the environment or natural resources.

"Governmental Body" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

"Intellectual Property License" means (i) any grant to a third Person of any right to use or otherwise related to any of the Purchased Intellectual Property, and also means (ii) any grant to Sellers of a right to use a third Person's intellectual property rights for or related to the use of any Purchased Intellectual Property or conducting the Business.

"Knowledge of Sellers" means the actual knowledge, after due inquiry, of the officers, directors and Key Shareholders of Sellers, and the knowledge that each such person would have reasonably acquired after due inquiry or by virtue of his or her position.

"Law" means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation or other requirement of a Governmental Body.

"Legal Proceeding" means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body.

"Liability" means any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto.

"Lien" means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, bond-holder rights, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

"Oil-and-Gas Market" means a market related to the exploration, drilling, production, processing, separation, transportation, distribution or refining of hydrocarbons, including the entirety of the upstream, midstream and downstream petroleum and natural-gas markets.

"Order" means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award.

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"Ordinary Course of Business" means the ordinary and usual course of normal day-to-day operations of the Business consistent with past practice.

"Permits" means any approvals, authorizations, consents, licenses, permits or certificates.

"Person" means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

"Purchased Intellectual Property" means all intellectual property rights (including the right to sue and collect past damages for infringement or misappropriation thereof) owned by, used by, or assigned to Sellers in connection with the Business and arising from or in respect of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction:

(i)all patents and patent applications (whether active, expired or abandoned) worldwide, including continuations, divisionals, counterparts, continuations-in-part, or reissues of patent applications and patents issuing thereon or related thereto (collectively, "Patents"),

(ii)all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, internet domain names and corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, (collectively, "Marks"),

(iii)all copyrights (and, if any, registrations and applications therefor), works of authorship and mask work rights (collectively, "Copyrights"),

(iv)all confidential Technology and other proprietary and confidential information in possession of Sellers used in connection with the Business (collectively, "Trade Secrets"), and

(v)          all Software and non-confidential Technology in possession of Sellers used in connection with the Business.

"Sellers" means Enviro Voraxial Technology, Inc. and Florida Precision Aerospace, Inc., both collectively and each individually.

"Software" means any and all (i) computer programs, including any and all software implementations of algorithms, firmware, networking protocols, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, (iv) screens, user interfaces, report formats, development tools, templates, menus, buttons, icons and other elements related to human-machine interfaces, and (v) all documentation including user manuals and other training documentation related to any of the foregoing.

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"Taxing Authority" shall mean the U.S. Internal Revenue Service and any other Governmental Body responsible for the administration of any Tax.

"Tax" or "Taxes" means (i) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in relation to the foregoing, and (iii) any liability in respect of any items described in clauses (i) and (ii) payable by reason of contract, assumption, transferee liability, operation of law, Treasury Regulation section 1.1502‑6(a) (or any predecessor or successor thereof or any analogous or similar provision under law) or otherwise.

"Technology" means all discoveries, concepts, designs, drawings, formulae, algorithms, procedures, compositions, methods, databases, techniques (including manufacturing and production processes and techniques), ideas, know-how, show-how, research and development, technical data, programs, subroutines, specifications, technical information, commercial information (e.g., customer lists, supplier lists, supply-chain information, pricing and cost information, and business and marketing plans and proposals) processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology.

1.2Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

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Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any "Section" are to the corresponding Section of this Agreement unless otherwise specified.

Herein. The words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

1.3Joint Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto. No presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE 2
PURCHASE AND SALE OF ASSETS

2.1Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at Closing Purchasers shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchasers (or its designated Affiliate or Affiliates) all of Sellers' right, title and interest in, to and under the Purchased Assets, free and clear of all Liens. "Purchased Assets" shall mean each of the following assets:

3

(a)	the Purchased Intellectual Property; and

(b)	all Documents related to the Business or to the Purchased Intellectual Property.

            2.2CERTIFICATE DESIGNATING REGISTERED AGENT

Excluded Assets.AND OFFICE FOR SERVICE FOR PROCESS Nothing herein shall be deemed to sell, transfer, assign or convey the Excluded Assets—which are all assets of the Sellers that are not Purchased Assets ("Excluded Assets")—to Purchasers, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. Excluded Assets include those assets identified in Schedule 2.2.

2.3Excluded Liabilities.Purchasers are not assuming and shall not be responsible for any Liabilities or obligations of Sellers of any kind or nature whatsoever, including any liabilities with respect to the Purchased Assets or Sellers' or Sellers' future Affiliates' conduct of the Business or businesses unrelated to the Business prior to or after Closing. Any and all Liabilities of the Sellers and their future Affiliates are expressly excluded (the "Excluded Liabilities"). And Excluded Liabilities include those identified on Schedule 2.3.

2.4Grant-Back License. Purchasers shall grant to Sellers, in accordance with the terms and conditions of the Bill of Sale and Intellectual Property Assignment and Grant-Back License Agreement (which, for the sake of clarity, is subject to Sellers' obligations of confidentiality under Article 7 hereof) in the form of Exhibit A hereto:

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(a)	a non-exclusive, worldwide, royalty-free license (nontransferable, but sublicensable to Sellers' Affiliates), to make, use, sell, offer for sale, and import products and processes embodying the Purchased Intellectual Property outside the Oil-and-Gas Market; and

(b)	a non-exclusive, worldwide, royalty-free license (nontransferable, but sublicensable to Sellers' Affiliates) to make, use, sell, offer for sale, and import products and processes embodying the Purchased Intellectual Property in the Oil-and-Gas Market, but only to the extent necessary to:

(i)	repair or service, but not remanufacture, any goods incorporating the Purchased Intellectual Property that Sellers sold to third Persons prior to Closing or on or after Closing in accordance section 2.4(b)(ii) below; or

(ii)	fulfill, on or after Closing, any obligation identified in Schedule 5.6(j) to deliver goods incorporating the Purchased Intellectual Property;

(c)	a right to use any tangible copies of the Documents or Technology assigned to Purchasers that remain in Sellers' possession, but solely for the purpose of effecting Sellers' rights described in Sections 2.4(a) and 2.4(b) above;

(d)

to the extent the Purchased Intellectual Property is a Copyright, a non-exclusive, worldwide, royalty-free license (nontransferable, but sublicensable to Sellers' Affiliates) to copy and make derivative works, but solely for the purpose of effecting Sellers' rights described in Section 2.4(a) and 2.4(b) above; and

(e)

a non-exclusive, worldwide, royalty free license to use the Marks in commerce for a period of six-months immediately after the Closing Date, but only to the extent necessary to 1) facilitate Sellers' transition to new trademarks and 2) to further Sellers' license rights under Sections 2.4(a) and 2.4(b).

            2.5No Implied Rights, No Trademark Rights. Except as expressly provided in Section 2.4 above, Sellers retain no right to or to use the Purchased Assets (including the Marks)

Enviro Technologies, Inc., implied or otherwise.

2.6Improper Market Entry. Notwithstanding the foregoing or anything else in this Agreement, Sellers shall not exercise their rights under Section 2.4 above if that exercise of their rights will or is likely to cause products or processes embodying the Purchased Intellectual Property to enter the Oil-and-Gas market, excluding any such entry pursuant to Section 2.4(b).

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2.7Further Conveyances and Assumptions; Consent of Third Parties. From time to time following Closing, Sellers and Purchasers shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Purchasers and their respective successors or assigns, all of the properties, rights, titles, interests, remedies, powers and privileges intended to be conveyed to Purchasers under this Agreement and the Sellers Documents, and to otherwise make effective the transactions contemplated hereby and thereby.

ARTICLE 3
CONSIDERATION

3.1Consideration. The aggregate consideration for the Purchased Assets shall be an amount in cash equal to Four Million U.S. Dollars ($4,000,000) (the "Purchase Price").

3.2Payment of Purchase Price at Closing. On the Closing Date, Purchasers shall hold back or pay the Purchase Price as follows:

(a)	Two Million Six Hundred Thousand U.S. Dollars ($2,600,000) shall be paid directly to Florida Precision Aerospace, Inc.

(b)	Four Hundred Thousand U.S. Dollars ($400,000) shall be paid directly Enviro Voraxial Technology, Inc.

(c)

One Million U.S. Dollars ($1,000,000) shall be held back by Purchasers to be paid to Florida Precision Aerospace, Inc., upon completion, as determined solely by Purchasers, of both 1) the complete transfer of the Purchased Intellectually Property to Purchasers and 2) the provision by Sellers of transition information, assets and services ("Transition Items") to Purchasers sufficient to reasonably enable Purchasers to commercialize the Purchased Assets, including the Transition Items identified in and provided in accordance with Schedule 3.2.

(d)

Purchasers may, at their discretion, deduct from the payment due to Sellers under Section 3.2(c) the value of any claims they may have against Sellers pursuant or related to this Agreement; and, to be clear, this right to deduct is not Purchasers' exclusive remedy for claims under this Agreement, nor does it limit Purchasers' other rights in any way whatsoever.

Purchasers' payment of the Purchase Price will be allocated amongst the Purchasers as follows:

·	Schlumberger Technology Corporation: 85% for all U.S. rights in and to the Purchased Assets;

·	Schlumberger B.V.: 14% for all non-U.S. and non-Canadian rights in and to the Purchased Assets; and

·	Schlumberger Canada: 1% for all Canadian rights in and to the Purchased Assets.

            Payment Mechanism.  All such amounts shall be paid by wire transfer of immediately available funds in accordance with the payment instructions set forth in Schedule 3.3.

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3.3Holdback A Non-Exclusive Remedy. The parties agree that the holdback provided by Section 3.2 above is non-exclusive and in addition to any other rights and remedies that Purchasers may have hereunder or at law or in equity.

3.4Withholding of Taxes. For any funds provided to Sellers pursuant to this Agreement, Purchasers may withhold applicable Taxes for the account of Sellers, to the extent required by law.

ARTICLE 4
CLOSING

4.1Closing. The closing of the purchase and sale of the Purchased Assets provided for in Article II hereof ("Closing") shall take place at 11210 Equity Dr., Houston, TX 77041 at 10:00 a.m. (Houston time) (or at such other time and place—including via virtual or telephonic conference or via electronic communications—as the parties may, upon written agreement, designate in writing) on the Closing Date.

4.2Closing Date. The "Closing Date" shall be three Business Days following the date all conditions set forth in Article 8 (Conditions to Closing) have been satisfied.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF SELLER

Sellers hereby represent and warrant to Purchasers that:

5.1Organization and Good Standing. Sellers are corporations duly organized, validlya corporation existing and in good standing under the laws of the State of Idaho,Florida with its principal office and mailing address at 821 NW 57 Place, Fort Lauderdale, FL 33309 has named John A. DiBella whose address is 821 NW 57 Place, Fort Lauderdale, FL 33309 as its agent to accept service of process within the State of Florida.

ACCEPTANCE:

Having been named to accept service of process for Enviro Voraxial Technology, Inc.the above-named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law. In addition, I hereby am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation.

		John A. DiBella

4

Exhibit B

BY-LAWS

OF

ENVIRO TECHNOLOGIES, INC.

a Florida corporation

INDEX

				PAGE
		ARTICLE I
		Offices
Section 1.01		Principal Office		1
Section 1.02		Registered Office		1
Section 1.03		Other Offices		1
		ARTICLE II
		Meetings of Shareholders
Section 2.01		Annual Meeting		1
Section 2.02		Special Meetings		1
Section 2.03		Shareholders' List for Meeting		2
Section 2.04		Record Date		2
Section 2.05		Notice of Meetings and Adjournment		3
Section 2.06		Waiver of Notice		4
		ARTICLE III
		Shareholder Voting
Section 3.01		Voting Group Defined		5
Section 3.02		Quorum and Voting Requirements for Voting Groups		5
Section 3.03		Action by Single and Multiple Voting Groups		5
Section 3.04		Shareholder Quorum and Voting; Greater or Lesser Voting Requirements		5
Section 3.05		Voting for Directors; Cumulative Voting		6
Section 3.06		Voting Entitlement of Shares		6

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			PAGE
Section 3.07		Proxies		8
Section 3.08		Shares Held by Nominees		9
Section 3.09		Corporation's Acceptance of Votes		9
Section 3.10		Action by Shareholders Without Meeting		10
		ARTICLE IV
		Board of Directors and Officers
Section 4.01		Qualifications of Directors		10
Section 4.02		Number of Directors		11
Section 4.03		Terms of Directors Generally		11
Section 4.04		Staggered Terms for Directors		11
Section 4.05		Vacancy on Board		11
Section 4.06		Compensation of Directors		12
Section 4.07		Meetings		12
Section 4.08		Action by Directors Without a Meeting		12
Section 4.09		Notice of Meetings		12
Section 4.10		Waiver of Notice		13
Section 4.11		Quorum and Voting		13
Section 4.12		Committees		13
Section 4.13		Loans to Officers, Directors and Employees; Guaranty of Obligations		14
Section 4.14		Required Officers		14
Section 4.15		Duties of Officers		15
Section 4.16		Resignation and Removal of Officers		15

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			PAGE
Section 4.17		Contract Rights of Officers		15
Section 4.18		General Standards for Directors		15
Section 4.19		Director Conflicts of Interest		16
Section 4.20		Resignation of Directors		17
		ARTICLE V
		Indemnification of Directors, Officers,Employees and Agents
Section 5.01		Directors, Officers, Employees and Agents		17
		ARTICLE VI
		Office and Agent
Section 6.01		Registered Office and Registered Agent		21
Section 6.02		Change of Registered Office or Registered Agent; Resignation of Registered Agent		21
		ARTICLE VII
		Shares, Option, Dividends and Distributions
Section 7.01		Authorized Shares		22
Section 7.02		Terms of Class or Series Determined by Board of Directors		23
Section 7.03		Issued and Outstanding Shares		23
Section 7.04		Issuance of Shares		23
Section 7.05		Form and Content of Certificates		24
Section 7.06		Shares Without Certificates		25
Section 7.07		Restriction on Transfer of Shares and Other Securities		25
Section 7.08		Shareholder's Pre-emptive Rights		25
Section 7.09		Corporation's Acquisition of its Own Shares		25

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			PAGE
Section 7.10		Share Options		26
Section 7.11		Terms and Conditions of Stock Rights and Options		26
Section 7.12		Share Dividends		27
Section 7.13		Distributions to Shareholders		27
Section 7.14		Lost, Destroyed and Mutilated Certificates		28
		ARTICLE VIII
		Amendment of Articles and Bylaws
Section 8.01		Authority to Amend the Articles of Incorporation		29
Section 8.02		Amendment by Board of Directors		29
Section 8.03		Amendment of Bylaws by Board of Directors		30
Section 8.04		Bylaw Increasing Quorum or Voting Requirements for Directors		30
		ARTICLE IX
		Records and Report
Section 9.01		Corporate Records		30
Section 9.02		Financial Statements for Shareholders		31
Section 9.03		Other Reports to Shareholders		32
Section 9.04		Annual Report for Department of State		32
		ARTICLE X
		Miscellaneous
Section 10.01		Definition of the Act		33
Section 10.02		Application of Florida Law		33
Section 10.03		Fiscal Year		33

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			PAGE
Section 10.04		Conflicts with Articles of Incorporation		33
Section 10.05		Emergency By-Laws		33
Section 10.06		Forum for Adjudication of Disputes		34

v

ARTICLE I

Offices

Section 1.01.Principal Office.

The principal office of the corporation in the State of Florida shall be established at such places as the board of directors from time to time determine.

Section 1.02.Registered Office.

The registered office of the corporation in the State of Florida shall be at the office of its registered agent as stated in the articles of incorporation or as the board of directors shall from time to time determine.

Section 1.03.Other Offices.

The corporation may have additional offices at such other places, either within or without the State of Florida, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Shareholders

Section 2.01.Annual Meeting.

(1)       The corporation shall hold a meeting of shareholders annually, for the election of directors and for the transaction of any proper business, at a time stated in or fixed in accordance with a resolution of the board of directors.

(2)       Annual shareholders' meeting may be held in or out of the State of Florida at a place stated in or fixed in accordance with a resolution by the board of directors or, when not inconsistent with the board of directors' resolution stated in the notice of the annual meeting. If no place is stated in or fixed in accordance with these bylaws, or stated in the notice of the annual meeting, annual meetings shall be held at the corporation's principal office.

(3)       The failure to hold the annual meeting at the time stated in or fixed in accordance with these bylaws or pursuant to the Act does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation.

Section 2.02.Special Meeting.

(1)       The corporation shall hold a special meeting of shareholders:

1

(a)       On call of its board of directors or the person or persons authorized to do so by the board of directors; or

(b)       If the holders of not less than 10% of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(2)       Special shareholders' meetings may be held in or out of the State of Florida at a place stated in or fixed in accordance with a resolution of the board of directors, or, when not inconsistent with the board of directors' resolution, in the notice of the special meeting. If no place is stated in or fixed in accordance with these bylaws or in the notice of the special meeting, special meetings shall be held at the corporation's principal office.

(3)       Only business within the purpose or purposes described in the special meeting notice may be conducted at a special shareholders' meeting.

Section 2.03.Shareholders' List for Meeting.

(1)       After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting, in accordance with the Act, or arranged by voting group, with the address of, and the number and class and series, if any, of shares held by, each.

(2)       The shareholders' list must be available for inspection by any shareholder for a period of ten days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar. A shareholder or his agent or attorney is entitled on written demand to inspect the list (subject to the requirements of Section 607.1602(3)) of the Act), during regular business hours and at his expense, during the period it is available for inspection.

(3)       The corporation shall make the shareholders' list available at the meeting, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

Section 2.04.Record Date.

(1)       The board of directors may set a record date for purposes of determining the shareholders entitled to notice of and to vote at a shareholders' meeting; however, in no event may a record date fixed by the board of directors be a date preceding the date upon which the resolution fixing the record date is adopted.

(2)       Unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder delivers his demand to the corporation. In the event that the board of directors sets the

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record date for a special meeting of shareholders, it shall not be a date preceding the date upon which the corporation receives the first demand from a shareholder requesting a special meeting.

(3)       If no prior action is required by the board of directors pursuant to the Act, and, unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the corporation under Section 607.0704 of the Act. If prior action is required by the board of directors pursuant to the Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

(4)       Unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.

(5)       A record date may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(6)       A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one 120 days after the date fixed for the original meeting.

Section 2.05.Notice of Meetings and Adjournment.

(1)       The corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than 10 or more than 60 days before the meeting date. Unless the Act requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. Notice shall be given in the manner provided in Section 607.0141 of the Act, by or at the direction of the president, the secretary, of the officer or persons calling the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be done by a class of United States mail other than first class. Notwithstanding Section 607.0141, if mailed, such notice shall be deemed to be delivered when deposited in the United Statement mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

(2)       Unless the Act or the articles of incorporation requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(3)       Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(4)       If an annual or special shareholders meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If a new record date is

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or must be fixed under Section 607.0707 of the Act, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date who are entitled to notice of the meeting.

(5)       Notwithstanding the foregoing, no notice of a shareholders' meeting need be given if: (a) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (b) all, and at least two checks in payment of dividends or interest on securities during a 12-month period, have been sent by first-class United States mail, addressed to the shareholder at his address as it appears on the share transfer books of the corporation, and returned undeliverable. The obligation of the corporation to give notice of a shareholders' meeting to any such shareholder shall be reinstated once the corporation has received a new address for such shareholder for entry on its share transfer books.

(6)       Shareholders of any voting group, other persons entitled to vote on behalf of shareholders pursuant to Section 607.0721of the Act, attorneys in fact for shareholders, and holders of proxies appointed pursuant to Section 607.0722 of the Act may participate in any annual or special meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such voting group. Participation by means of remote communication is subject to such guidelines and procedures as the board of directors adopts, and must be in conformity with the Act.

Section 2.06.Waiver of Notice.

(1)       A shareholder may waive any notice required by the Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at nor the purpose of any regular or special meeting of the shareholders need be specified in any written waiver of notice.

(2)       A shareholder's attendance at a meeting: (a) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

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ARTICLE III

Shareholder Voting

Section 3.01.Voting Group Defined.

A "voting group" means all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on the matter are for that purpose a single voting group.

Section 3.02.Quorum and Voting Requirements for Voting Groups.

(1)       Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or the Act provides otherwise, thirty-three and one-third percent (33⅓ %) entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(2)       Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(3)       If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Act requires a greater number of affirmative votes.

Section 3.03.Action by Single and Multiple Voting Groups.

(1)       If the articles of incorporation or the Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 3.02 of these bylaws.

(2)       If the articles of incorporation or the Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 3.02 of these bylaws. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

Section 3.04.Shareholder Quorum and Voting; Greater or Lesser Voting Requirements.

(1)       A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. When a specified item of

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business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

(2)       An amendment to the articles of incorporation that adds, changes or deletes a greater or lesser quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

(3)       If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by the Act or the articles of incorporation.

(4)       After a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

(5)       The articles of incorporation may provide for a greater voting requirement or a greater or lesser quorum requirement for shareholders (or voting groups of shareholders) than is provided by the Act, but in no event shall a quorum consist of less than one-third of the shares entitled to vote.

Section 3.05.Voting for Directors; Cumulative Voting.

(1)       Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(2)       Each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

Section 3.06.Voting Entitlement of Shares.

(1)       Unless the articles of incorporation or the Act provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Only shares are entitled to vote.

(2)       The shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of shares entitled to vote for directors of the second corporation.

(3)       This section does not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

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(4)       Redeemable shares are not entitled to vote on any matter, and shall not be deemed to be outstanding, after notice of redemption is mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank, trust company, or other financial institution upon an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

(5)       Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of the corporate shareholder may prescribe or, in the absence of any applicable provision, by such person as the board of directors of the corporate shareholder may designate. In the absence of any such designation or in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary, and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares.

(6)       Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee.

(7)       Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by him without the transfer thereof into his name.

(8)       If a share or shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting have the following effect:

(a)       If only one votes, in person or in proxy, his act binds all;

(b)       If more than one vote, in person or by proxy, the act of the majority so voting binds all;

(c)       If more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally;

(d)       If the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes of this subsection shall be a majority or a vote evenly split in interest;

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(e)       The principles of this subsection shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum;

(f)       Subject to Section 3.08 of these bylaws, nothing herein contained shall prevent trustees or other fiduciaries holding shares registered in the name of a nominee from causing such shares to be voted by such nominee as the trustee or other fiduciary may direct. Such nominee may vote shares as directed by a trustee or their fiduciary without the necessity of transferring the shares to the name of the trustee or other fiduciary.

Section 3.07.Proxies.

(1)       A shareholder, other person entitled to vote on behalf of a shareholder pursuant to Section 3.06 of these bylaws, or attorney in fact may vote the shareholder's shares in person or by proxy.

(2)       A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney in fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, is a sufficient appointment form.

(3)       An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for up to 11 months unless a longer period is expressly provided in the appointment form.

(4)       The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

(5)       An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (a) a pledgee; (b) a person who purchased or agreed to purchase the shares; (c) a creditor of the corporation who extended credit to the corporation under terms requiring the appointment; (d) an employee of the corporation whose employment contract requires the appointment; or (e) a party to a voting agreement created in accordance with the Act.

(6)       An appointment made irrevocable under this section becomes revocable when the interest with which it is coupled is extinguished and, in a case provided for in Subsection 5(c) or 5(d), the proxy becomes revocable three years after the date of the proxy or at the end of the period, if any, specified herein, whichever is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this section. This does not affect the duration of a proxy under subsection (3).

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(7)       A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(8)       Subject to Section 3.09 of these bylaws and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

(9)       If an appointment form expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place.

Section 3.08.Shares Held by Nominees.

(1)       The corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(2)       The procedure may set forth (a) the types of nominees to which it applies; (b) the rights or privileges that the corporation recognizes in a beneficial owner; (c) the manner in which the procedure is selected by the nominee; (d) the information that must be provided when the procedure is selected; (e) the period for which selection of the procedure is effective; and (f) other aspects of the rights and duties created.

Section 3.09.Corporation's Acceptance of Votes.

(1)       If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent waiver, or proxy appointment and give it effect as the act of the shareholder.

(2)       If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (b) the name signed purports to be that of an administrator, executor, guardian, personal representative, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (c) the name signed purports to be that of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (d) the name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote,

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consent, waiver, or proxy appointment; or (e) two or more persons are the shareholder as covenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(3)       The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(4)       The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(5)       Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

Section 3.10.Action by Shareholders Without Meeting.

(1)       Any action required or permitted by the Act to be taken at any annual or special meeting of shareholders of the corporation may be taken without a meeting, without prior notice and without a vote, if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another office or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date of the earliest dated consent is delivered in the manner required by this section, written consent signed by the number of holders required to take action is delivered to the corporation by delivery as set forth in this section.

(2)       Within 10 days after obtaining such authorization by written consent, notice in accordance with Section 607.0704(3) of the Act must be given to those shareholders who have not consented in writing.

ARTICLE IV

Board of Directors and Officers

Section 4.01.Qualifications of Directors.

Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Florida or shareholders of the corporation.

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Section 4.02.Number of Directors.

(1)       The board of directors shall consist of not less than one nor more than nine individuals.

(2)       The number of directors may be increased or decreased from time to time by amendment to these bylaws.

(3)       Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under Section 4.04 of these bylaws.

Section 4.03.Terms of Directors Generally.

(1)       The terms of the initial directors of the corporation expire at the first shareholders' meeting at which directors are elected.

(2)       The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Section 4.04 of these bylaws.

(3)       A decrease in the number of directors does not shorten an incumbent director's term.

(4)       The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(5)       Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

Section 4.04.Staggered Terms for Directors.

The directors of any corporation organized under the Act may, by the articles of incorporation, or by amendment to these bylaws adopted by a vote of the shareholders, be divided into one, two or three classes with the number of directors in each class being as nearly equal as possible; the term of office of those of the first class to expire at the annual meeting next ensuing; of the second class one year thereafter; at the third class two years thereafter; and at each annual election held after such classification and election, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. If the directors have staggered terms, then any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

Section 4.05.Vacancy on Board.

(1)       Whenever a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, it may be filled by the affirmative vote of a majority of the remaining directors.

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(2)       A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 4.06.Compensation of Directors.

The board of directors may fix the compensation of directors.

Section 4.07.Meetings.

(1)       The board of directors may hold regular or special meetings in or out of the State of Florida.

(2)       A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

(3)       Meetings of the board of directors may be called by the chairman of the board or by the president.

(4)     The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.08.Action by Directors Without a Meeting.

(1)       Action required or permitted by the Act to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

(2)       Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(3)     A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Section 4.09.Notice of Meetings.

Regular and special meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

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Section 4.10.Waiver of Notice.

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 4.11.Quorum and Voting.

(1)       A quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or these bylaws.

(2)       If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

(3)       A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(a)       He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting specified business at the meeting; or

(b)       He votes against or abstains from the action taken.

Section 4.12.Committees.

(1)       The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors, except that no such committee shall have the authority to:

(a)       Approve or recommend to shareholders actions or proposals required by the Act to be approved by shareholders.

(b)       Fill vacancies on the board of directors or any committee thereof.

(c)       Adopt, amend, or repeal these bylaws.

(d)       Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors.

(e)       Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

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(2)       The sections of these bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors apply to committees and their members as well.

(3)       Each committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted in accordance herewith, may designate one or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

(4)       Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his responsibility to act in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4.13.Loans to Officers, Directors, and Employees; Guaranty of Obligations.

Subject to the compliance with provisions of the Sarbanes-Oxley Act of 2002, the corporation may lend money to, guaranty any obligation of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, whenever, in the judgment of the board of directors, such loan, guaranty, or assistance may reasonably be expected to benefit the corporation. The loan, guaranty, or other assistance may be with or without interest and may be unsecured or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section shall be deemed to deny, limit, or restrict the powers of guaranty or warranty of any corporation at common law or under any statute. Loans, guaranties, or other types of assistance are subject to Section 4.19.

Section 4.14.Required Officers.

(1)       The corporation shall have such officers as the board of directors may appoint from time to time.

(2)       A duly appointed officer may appoint one or more assistant officers.

(3)       The board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.

(4)       The same individual may simultaneously hold more than one office in the corporation.

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Section 4.15.Duties of Officers.

Each officer has the authority and shall perform the duties set forth in a resolution or resolutions of the board of directors or by direction of any officer authorized by the board of directors to prescribe the duties of other officers.

Section 4.16.Resignation and Removal of Officers.

(1)       An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(2)       The board of directors may remove any officer at any time with or without cause. Any assistant officer, if appointed by another officer, may likewise be removed by the board of directors or by the officer which appointed him in accordance with these bylaws.

Section 4.17.Contract Rights of Officers.

The appointment of an officer does not itself create contract rights.

Section 4.18.General Standards for Directors.

(1) A director shall discharge his duties as a director, including his duties as a member of a committee:

(a)       In good faith;

(b)       With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c)       In a manner he reasonably believes to be in the best interests of the corporation.

(2)       In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a)       One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b)       Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional or expert competence; or

(c)       A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

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(3)     In discharging his duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

(4)       A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5)       A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

Section 4.19.Director Conflicts of Interest.

No contract or other transaction between a corporation and one or more interested directors shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if:

(1)       The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transactions by a vote or consent sufficient for the purposewithout counting the votes or consents of such interested directors;

(2)       The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(3)       The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

For the purpose of paragraph (2) above, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection. Shares owned by or voted under the control of a director who has a relationship or interest in the conflict of interest transaction may not be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction under paragraph (2). The vote of those shares, however, is counted in determining whether the transaction is approved under other sections of the Act. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

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Section 4.20.Resignation of Directors.

A director may resign at any time by delivering written notice to the board of directors or its chairman or to the corporation.

A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

ARTICLE V

Indemnification of Directors, Officers, Employees and Agents

Section 5.01.Directors, Officers, Employees and Agents.

(1)       The corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2)       The corporation shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other

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court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3)       To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsections (1) or (2), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

(4)       Any indemnification under subsections (1) or (2), unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a)       By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding;

(b)       If such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;

(c)       By independent legal counsel:

(i)       Selected by the board of directors prescribed in paragraph (a) or the committee prescribed in paragraph (b); or

(ii)       If a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designed under paragraph (b), selected by majority vote of the full board of directors (in which directors who are parties may participate); or

(d)       By the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

(5)       Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons specified by paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize indemnification.

(6)       Expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he is ultimately found not to be entitled to indemnification by the corporation pursuant to this section. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.

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(7)       The indemnification and advancement of expenses provided pursuant to this section are not exclusive, and the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

(a)       A violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

(b)       A transaction from which the director, officer, employee, or agent derived an improper personal benefit;

(c)       In the case of a director, a circumstance under which the liability provisions of Section 607.0834 under the Act are applicable; or

(d)       Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

(8)     Indemnification and advancement of expenses as provided in this section shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person, unless otherwise provided when authorized or ratified.

(9)       Notwithstanding the failure of the corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or advancement of expenses, if it determines that:

(a)       The director, officer, employee, or agent if entitled to mandatory indemnification under subsection (3), in which case the court shall also order the corporation to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses;

(b)       The director, officer, employee, or agent is entitled to indemnification or advancement of expenses, or both, by virtue of the exercise by the corporation of its power pursuant to subsection (7); or

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(c)       The director, officer, employee, or agent is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection (1), subsection (2) or subsection (7).

(10)       For purposes of this section, the term "corporation" includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, is in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(11)       For purposes of this section:

(a)       The term "other enterprises" includes employee benefit plans;

(b)       The term "expenses" includes counsel fees, including those for appeal;

(c)       The term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding;

(d)       The term "proceeding" includes any threatened, pending, or completed action, suit or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal;

(e)       The term "agent" includes a volunteer;

(f)       The term "serving at the request of the corporation" includes any service as a director, officer, employee, or agent of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries; and

(g)       The term "not opposed to the best interest of the corporation" describes the actions of a person who acts in good faith and in a manner he reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

(12)       The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

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ARTICLE VI

Office and Agent

Section 6.01.Registered Office and Registered Agent.

(1)       The corporation shall have and continuously maintain in the State of Florida:

(a)       A registered office which may be the same as its place of business; and

(b)       A registered agent, who, may be either:

(i)       An individual who resides in the State of Florida whose business office is identical with such registered office; or

(ii)       Another corporation or not-for-profit corporation as defined in Chapter 617 of the Act, authorized to transact business or conduct its affairs in the State of Florida, having a business office identical with the registered office; or

(iii)       A foreign corporation or not-for-profit foreign corporation authorized pursuant to chapter 607 or chapter 617 of the Act to transact business or conduct its affairs in the State of Florida, having a business office identical with the registered office.

Section 6.02.Change of Registered Office or Registered Agent; Resignation of Registered Agent.

(1)       The corporation may change its registered office or its registered agent upon filing with the Department of State of the State of Florida a statement of change setting forth:

(a)       The name of the corporation;

(b)       The street address of its current registered office;

(c)       If the current registered office is to be changed, the street address of the new registered office;

(d)       The name of its current registered agent;

(e)       If its current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment;

(f)       That the street address of its registered office and the street address of the business office of its registered agent, as changed, will be identical;

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(g) That such change was authorized by resolution duly adopted by its board of directors or by an officer of the corporation so authorized by the board of directors.

ARTICLE VII

Shares, Options, Dividends and Distributions

Section 7.01.Authorized Shares.

(1)       The articles of incorporation prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue, as well as a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class must be described in the articles of incorporation.

(2)       The articles of incorporation must authorize:

(a)       One or more classes of shares that together have unlimited voting rights, and

(b)       One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

(3)       The articles of incorporation may authorize one or more classes of shares that have special, conditional, or limited voting rights, or no rights, or no right to vote, except to the extent prohibited by the Act;

(a)       Are redeemable or convertible as specified in the articles of incorporation;

(b)       Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, non-cumulative, or partially cumulative;

(c)       Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(4)       Shares which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares. Shares which are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as preferred shares.

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Section 7.02.Terms of Class or Series Determined by Board of Directors.

(1)       If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 7.01) of:

(a)       Any class of shares before the issuance of any shares of that class, or

(b)       One or more series within a class before the issuance of any shares of that series.

(2)       Each series of a class must be given a distinguishing designation.

(3)       All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.

(4)       Before issuing any shares of a class or series created under this section, the corporation must deliver to the Department of State of the State of Florida for filing articles of amendment, which are effective without shareholder action, in accordance with Section 607.0602 of the Act.

Section 7.03.Issued and Outstanding Shares.

(1)       A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.

(2)       The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) and to Section 607.06401 of the Act.

(3)       At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

Section 7.04.Issuance of Shares.

(1)       The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.

(2)       Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and non-assessable. When it cannot

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be determined that outstanding shares are fully paid and non-assessable, there shall be a conclusive presumption that such shares are fully paid and non-assessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.

(3)       When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and non-assessable. Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.

(4)       The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

Section 7.05.Form and Content of Certificates.

(1)       Shares may but need not be represented by certificates. Unless the Act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

(2)       At a minimum, each share certificate must state on its face:

(a)       The name of the issuing corporation and that the corporation is organized under the laws of the State of Florida,Florida;

(b)       The name of the person to whom issued; and

(c)       The number and class of shares and the designation of the series, if any, the certificate represents.

(3)       If the shares being issued are of different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for Florida Precision Aerospace, Inc., and Sellers have all requisite corporate power andeach series (and the authority of the board of directors to own and usedetermine variations for future series) must be summarized on the Purchased Assets and to conductfront or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Business conducted pursuant to Sellers' Ordinary Course of Business.

5.2Authorization of Agreement. Sellers have all requisite power, authority and legal capacity to execute and deliver this Agreement, and all other agreements, documents, instruments or certificates contemplated to be executed by Sellers pursuant to this Agreement ("Sellers Documents"). The execution and deliverycorporation will furnish the shareholder a full statement of this Agreement, the Sellers Documents,information on request and all transactions contemplated by the Agreement or the Sellers Documents have been duly authorized by all requisite corporate action on the part of Sellers prior to execution of such.

5.3Conflicts; Consents of Third Parties. Execution and delivery by Sellers of this Agreement, the Sellers Documents, the consummation of the transactions contemplated by the Agreement and Sellers Documents, or compliance by Sellers with any of the provisions hereof or thereof will not, with respect to the Purchased Assets or conducting of the Business:

(a)	conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit,

(b)	give rise to any obligation of Sellers to make any payment, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person,

(c)	result in the creation of any Liens, or

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(d)	otherwise breach or violate any contract, license, or agreement to which Sellers are bound.

            5.4Title to Purchased Assets, Right to Conduct Business. Sellers exclusively own and have good title to each of the Purchased Assets, free and clear of all Liens. There are no restrictions of any kind related to the use of the Purchased Assets in conducting the Business; nor are there any restrictions on conducting the Business as Sellers would conduct in their Ordinary Course of Business. Moreover, the Purchased Assets are of sufficient character and quality to enable Purchasers to reasonably commercialize the Purchased Assets and conduct the Business independently.

5.5Orders. There are no Orders to which Sellers are a party or by which Sellers are bound.

5.6Intellectual Property. Schedule 5.6(a) is not a complete list of all Purchased Intellectual Property, but does set forth an accurate and complete list of all Patents, registered Marks, pending applications for registrations of any Marks, and unregistered Marks, owned or filed by Sellers.

(a)

Sellers are the sole and exclusive owners of all right, title and interest in and to all of the Purchased Intellectual Property, free and clear of all Liens. All Purchased Intellectual Property was created solely by or for Sellers (or their predecessors in interest), and Sellers have obtained, through enforceable written agreements, assignment of all rights in and to the Purchased Intellectual Property from those who may have contributed to or participated in the conception or development thereof. Accordingly, no present or former employee, agent or consultant has any right, title, or interest, directly or indirectly, in whole or in part, in any Purchased Intellectual Property.

(b)

Neither the Purchased Assets nor conducting the Business infringes, is a misappropriation of, or violates any intellectual property right of any third Person, and no such claim (i) has ever been threatened or asserted, or (ii) is pending against Sellers. And there are no facts or circumstances, in relation to the Purchased Assets or conducting the Business, that would reasonably form the basis for any claim of infringement, misappropriation, or other violation of any intellectual property right of any third Person

(c)

Except for any patents that have expired due to term, all of Sellers' rights in and to the Purchased Intellectual Property are valid and enforceable. No claims challenging or questioning the validity or enforceability of the Purchased Intellectual Property have been asserted, and there are no facts or circumstances that would reasonably form the basis for any claim challenging the ownership, use, validity or enforceability of the Purchased Intellectual Property.

(d)	No claim that the Purchased Intellectual Property was infringed, misappropriated or otherwise violated has been made by Sellers or Sellers' predecessors in interest.

(e)	No third Person is infringing, violating, misusing or misappropriating any of the Purchased Intellectual Property.

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(f)	Except for commercial off-the-shelf licenses, there is no Intellectual Property License with a third Person with respect to the Purchased Assets or in relation to Business.

(g)

No Trade Secret or any other non-public, proprietary information material to the Business or related to the Purchased Intellectual Property has been authorized to be disclosed or has been actually disclosed by Sellers (or a predecessor in interest) to any employee or any third Person, other than pursuant to a non-disclosure agreement restricting the disclosure and use of the Purchased Intellectual Property and as provided on Schedule 5.6(g). Sellers have taken adequate security measures to protect the secrecy, confidentiality and value of all the Trade Secrets of Sellers and any other confidential information, including invention disclosures not covered by any patents owned or patent applications filed or abandoned by Sellers, which measures provide no less than a reasonable degree of care.

(h)

No employee, consultant, independent contractor or other third Person with an obligation of confidentiality to Sellers, as a result of or in the course of such employee's, consultant's or independent contractor's engagement by Sellers, is in default or breach of any material term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement.

(i)	The consummation of the transactions contemplated hereby will not result in the loss or impairment of Purchasers' right to own or use any of the Purchased Intellectual Property.

(j)

Except as provided in Schedule 5.6(j) (which the parties may amend, upon agreement, via a written instrument), there are no contracts or other obligations related to the Purchased Intellectual Property or the Business (whether, for the sake of clarity, in the Oil-and-Gas Market or not) requiring purchases from or sales to a particular Person.

(k)

Schedule 5.6(k) sets forth a complete and accurate list of (i) all Software that is owned exclusively by Sellers and is material to the operation of the Business and (ii) all Software that is used by Sellers in the Business that is not exclusively owned by Sellers, excluding Software available on reasonable terms through commercial distributors for a license fee of no more than $1,000.

5.7Litigation. Except as provided on Schedule 5.7, there is no Legal Proceeding pending nor has any Legal Proceeding been threatened against Sellers, or any of the officers, directors or Key Shareholders thereof, or to which Sellers are otherwise a party; nor is there any reasonable basis for any such Legal Proceeding.

5.8Compliance with Laws: Permits. Sellers are in compliance in all material respects with all Laws of any Governmental Body with respect to the Purchased Assets or the Business, and, towithout charge.

(4)       Each share certificate:

(a)       Must be clear, Sellers have complied with all federal and state securities laws, regulations and requirements in relation to the sale of Purchased Assets, this Agreement, or the Business. Sellers have not received any written or other notice of nor been charged with the violation of any Laws. Sellers are not under investigation with respect to the violation of any Laws, and there are no facts or circumstances

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which could reasonably form the basis for any such violation, including any violation of any Environmental Law or Permit.

5.9Financial Advisors. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Sellers in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

5.10Sole Subsidiary. Florida Precision Aerospace, Inc., is a Florida corporation in good standing, is wholly owned by Enviro Voraxial Technology, Inc., and is Enviro Voraxial Technology, Inc.'s sole subsidiary. Enviro Voraxial Technology, Inc. is Florida Precision Aerospace, Inc.'s sole parent entity, and Enviro Voraxial Technology, Inc. has no parent entity.

5.11No Further Representations. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, THE PARTIES AGREE THAT NEITHER PURCHASERS NOR SELLERS NOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL. FOR THE SAKE OF CLARITY AND, AGAIN, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT, SELLERS HAVE MADE NO IMPLIED REPRESENTATION OR WARRANTY TO PURCHASERS AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED ASSETS.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Purchasers hereby represent and warrant to Sellers that:

6.1Organization and Good Standing. Purchasers are entities duly organized, validly existing and in good standing under the laws of their respective jurisdictions of formation.

6.2Authorization of Agreement. Purchasers have full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchasers in connection with the consummation of the transactions under this Agreement. The execution, delivery and performance of those documents have been duly authorized by all necessary corporate action on behalf of Purchasers.

6.3Financial Advisors. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchasers in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE 7
COVENANTS

7.1          Non-Competition; Confidentiality.

(a)	Upon the Closing Date and until the three-year anniversary thereof, Sellers, their future Affiliates, and "Key Shareholders" (as provided on Schedule 7.1(a)) shall not

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participate or cause participation in the Oil-and-Gas Market in relation to the Business, except to the extent necessary to:

(i)	repair or service, but not remanufacture, any goods Sellers sold to third Persons prior to Closing or on or after Closing in accordance with 7.1(a)(ii) below;

(ii)	fulfill, on or after Closing, any obligation identified in Schedule 5.6(j) to deliver goods or services; or

(iii)

continue an existing business expressly identified on Schedule 7.1(b) as an exception for a particular one of Sellers or a particular Key Shareholder.

(b)

Sellers shall take all reasonable measures to ensure the confidentiality and prevent the improper use of all Trade Secrets. To that end, Sellers, their future Affiliates, and employees, directors, or officers thereof, shall be bound to not disclose or use the Trade Secrets unless such disclosure or use is necessary to employ a right under a license granted to Sellers pursuant to this Agreement. And, in the event of such disclosure or use, using at least a reasonable degree of care, Sellers shall ensure the receiving Person shall and can maintain the secrecy, and police any improper use, of the disclosed Trade Secrets.

(c)

The covenants and undertakings contained in this Section 7.1 relate to matters which are of a special, unique and extraordinary character, and a violation or threatened violation of any of the terms of this Section 7.1 will cause irreparable injury to the Purchasers, the amount of which cannot be adequately compensated. Therefore, Purchasers will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any actual or threatened breach of this Section 7.1. The rights and remedies provided by this Section 7.1 are cumulative and in addition to any other rights and remedies which Purchasers may have hereunder or at law or in equity. In the event that Purchasers were to seek damages for any breach of this Section 7.1, the portion of the Purchase Price which is allocated by the parties to the foregoing covenant shall not be considered a measure of or limit on such damages.

(d)

The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.1 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

7.2Publicity.

(a)

Except as required under applicable Law, by the applicable rules of the respective stock exchange on which Purchasers or Sellers (or an Affiliate of either) list securities, or reasonably necessary to further the transactions contemplated by this Agreement, neither Sellers nor Purchasers shall issue any press release or public

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announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto.

(b)

Except as required under applicable Law, by the applicable rules of the respective stock exchange on which Purchasers or Sellers (or an Affiliate of either) list securities, or reasonably necessary to further the transactions contemplated by this Agreement, Purchasers and Sellers agree that the terms of this Agreement shall not be disclosed or otherwise made available to the public.

7.3Sellers' Continued Operations. For any goods and services Sellers may provide, in relation to the Business, either prior to Closing or after Closing but pursuant to a right under Section 2.4, Sellers agree that they will operate the Business in a manner providing at least the quality and service as it has in its Ordinary Course of Business, including fulfilling Sellers' obligations with respect to any orders identified on Schedule 5.6(j). Furthermore, Sellers agree to not, without permission from Purchasers, which shall not be unreasonably withheld, enter into any new obligations related to the Purchased Intellectual Property or the Business until after Closing, and even then only to the extent expressly permitted under this Agreement.  Purchaser shall provide a response to Seller within two (2) Business Days.

7.4Licenses Outside the Oil and Gas Market. Following Closing, Purchasers agree to not grant any licenses to make, use, sell, offer for sale, and import products and processes embodying the Purchased Intellectual Property outside the Oil-and-Gas Market, except if such license is being granted

(a)	to an Affiliate of one or more of the Purchasers;

(b)	to a customer of one or more of the Purchasers, or a customer of an Affiliate thereof; or

(c)	pursuant to a sale of assets or a business that employs the Purchased Intellectual Property.

ARTICLE 8
CONDITIONS TO CLOSING

The obligation of Purchasers to effect purchase of the Purchased Assets and its other obligations under this Agreement shall be subject to the satisfaction, or Purchasers' waiver, of the following conditions on or prior to the Closing Date:

(a)	Sellers shall have performed, in all material respects, its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, and Purchasers shall have received a written certification from Sellers to such effect;

(b)	the representations and warranties of Sellers in Article 5 and as contained elsewhere in this Agreement shall be continuously true and correct as of the date of this Agreement and as of the Closing Date as though made as of such date;

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(c)	Sellers shall have obtained necessary corporate approval, including from shareholders of any class or series of Sellers' stock necessary for such approval, to adopt and approve this Agreement and the transactions contemplated by this Agreement;

(d)

Sellers shall have obtained a duly executed Termination, Assignment, Settlement And General Release Agreement—as set forth in the form provided as Exhibit B—from named inventor on U.S. Patent Nos. 6,248,231 and 7,727,386 Mr. Michael A. Anthony ("Anthony"), and fulfilled all obligations regarding payment of funds to Anthony thereunder; and

(e)	Since the execution of this Agreement, the value or condition of the Purchased Assets has not been substantially and materially reduced.

ARTICLE 9
CLOSING DELIVERABLE

9.1Sellers' Deliverables. At Closing, Sellers shall deliver, or shall cause to be delivered, to Purchasers:

(a)	a duly executed Non-Competition Agreement in the form of Exhibit C hereto signed by each of the Key Shareholders;

(b)	a duly executed Bill of Sale and Intellectual Property Assignment and Grant-Back License Agreement in the form of Exhibit A hereto signed by Sellers;

(c)	a duly executed Termination, Assignment, Settlement And General Release Agreement from Anthony, and evidence establishing payment of funds due to and acceptance of those funds by Anthony;

(d)	a duly executed Supply Agreement in the form of Exhibit D hereto signed by Sellers; and

(e)	such other documents as Purchasers may reasonably request.

9.2Purchasers' Deliverables. At Closing, Purchasers shall deliver, or shall cause to be delivered:

(a)	a duly executed Supply Agreement in the form of Exhibit D hereto signed by Purchasers;

(b)	a duly executed Bill of Sale and Intellectual Property Assignment and Grant-Back License Agreement in the form of Exhibit A hereto signed by Purchasers; and

(c)	evidence establishing the wire transfer referred to in Section 3.2 hereof.

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ARTICLE 10
TERMINATION

10.1Termination by Purchasers. Purchasers may terminate this Agreement prior to Closing if (a) Sellers fail to satisfy any or all of the conditions of closing outlined in Sections 8.1(a)-(d) by May 30, 2017, (or on a later date as the parties may, upon agreement, designate in writing) (b) the value or condition of the Purchased Assets has been substantially and materially reduced; (c) Sellers materially breach any covenant or obligation it has under this Agreement; or (d) any representation or warranty of Sellers in Article 5 becomes untrue.

10.2Termination by Sellers. Sellers may terminate this Agreement prior to Closing if (a) Purchasers materially breach any covenant or obligation it has under this Agreement or (b) if any representation or warranty of Purchasers in Article 6 becomes untrue.

10.3Effect of Termination. In the event of termination of this Agreement  pursuant to this Article 10, all obligations of the parties hereto shall terminate, exceptthat nothing herein shall relieve any party from any liability for any willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement (it being understood that the failure of a party to effect Closing when required under the terms of this Agreement shall constitute a willful and material breach), and all rights and remedies of such non-breaching party under this Agreement in the case of such a willful and material breach, at lawsigned (either manually or in equity, shall be preserved.

ARTICLE 11
INDEMNIFICATION

11.1Indemnification Obligations. Sellers hereby agree to indemnify and hold Purchasers and its directors,facsimile) by an officer or officers employees, Affiliates, agents, attorneys, representatives, successors and assigns (collectively, the "Purchasers Indemnified Parties") harmless, for direct or third-Person claims, from and against:

(a)

any and all losses, liabilities, obligations, costs, expenses (including attorneys' fees), and damages (individually, a "Loss" and, collectively, "Losses") based upon, attributable to or resulting from the failure of any representation or warranty of Sellers set forth in this Agreement or in any Seller Document, to be true and correct in all respects at the date hereof and at the Closing Date;

(b)	any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Sellers under this Agreement or any Seller Document;

(c)	any and all Losses based upon Sellers' conduct of the Business prior to Closing, or Sellers' exercise of its rights, on or after Closing, pursuant Section 2.4 hereunder,

(d)	any and all Losses based upon Sellers' or their future Affiliates' conduct with respect to a third Person prior to or after Closing, and

(e)	any and all Losses arising out of, based upon or relating to any Excluded Asset or any Excluded Liabilities.

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11.2          Indemnification Procedures For Third-Person Claims.

(a)

In the event that any Legal Proceedings shall be instituted or that any claim or demand ("Claim") shall be asserted by any third Person in respect of which payment may be sought under Section 11.1 hereof, the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Claim upon submission of periodic bills. The indemnifying party may participate, at his or its own expense, in the defense of such Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim.

11.3General Procedures.

(a)

After any final judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) business days after the date of such notice.

(b)

The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

ARTICLE 12
TAXES

12.1Taxes. Sellers shall (i) be responsible for (and shall indemnify and hold harmless Purchasers against) any and all Liabilities for any sales, use, stamp, documentary, filing, recording, transfer, stock transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Taxing Authority in connection with the transactions contemplated by this Agreement (collectively, "Transfer Taxes"), regardless of the Person liable for such Transfer Taxes under applicable Law, and (ii) timely file or caused to be filed all necessary documents (including all tax returns) with respect to Transfer Taxes.

12.2Cooperation on Tax Matters. Purchasers and Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets as is reasonably necessary for the preparation and filing of any tax return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

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ARTICLE 13
MISCELLANEOUS

13.1Expenses. Except as otherwise provided in this Agreement, each of Sellers and Purchasers shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

13.2Jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within Harris County, Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and waive any claims a party may have regarding such court's lack of personal jurisdiction over that party.

13.3Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof; it supersedes any prior agreement—whether written or oral and including the "Term Sheet" entered into in November of 2016 between Cameron International Corporation, an Affiliate of Purchasers, and Enviro Voraxial Technologies Inc.—and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

13.4Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without regard to Delaware's rules of conflicts of law.

13.5Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), or (ii) one business day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Sellers, to:

Enviro Voraxial Technology, Inc. 821 NW 57th Place Fort Lauderdale, FL 33309 Attention: President, John A. Di Bella

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If to Purchasers, to:	Schlumberger Technology Corporation 300 Schlumberger Drive Sugar Land, Texas 77478 Attention: General Counsel
With a copy to:	Cameron Solutions Inc. 11210 Equity Drive Houston, Texas 77041 Attention: Vice President, Marketing & Technology

13.6Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

13.7Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers or Purchasers (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; except Purchasers may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchasers' rights to purchase the Purchased Assets and Purchasers' rights to seek indemnification hereunder) to any Affiliate of Purchasers.

13.8Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchasers shall have any liability for any obligations or liabilities of Purchasers under this Agreement or the Purchasers Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

13.9Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

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                IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

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PROXY [PROXY CARD] ENVIRO VORAXIAL TECHNOLOGY, INC. 821 N.W. 57TH PLACE FORT LAUDERDALE, FLORIDA 33309

This Proxy is soliciteddesignated by the board of directors, of Enviro Voraxial Technology, Inc. for a Special Meeting of Shareholders to be held on _________ __, 2017, at ___ p.m., local time, at the _________________, located at _____________________, Fort Lauderdale, Florida. The undersigned hereby appoints John A. Di Bella with full power of substitution, and with discretionary authority, the proxy of the undersigned, to vote all shares of Common Stock the undersigned would be entitled to vote at the Special Meeting of Shareholders of the Company to be held on _________ __, 2017, and at any adjournment thereof, upon the matters listed below, and in accordance with his best judgment with respect to any other matters which may properly come before the meeting. The proxy, when duly executed, will be voted in the manner directed herein, and in the absence of specific directions to the contrary, this proxy will be voted "FOR":

Proposal 1: To amend the Company's Articles of Incorporation, as amended, the change the Company's name to "Voraxial Technologies, Inc.":

Directors Recommend		For	Against	Abstain
FOR	>		24

Proposal 2 : To amend

(b)       May bear the Company's Articlescorporate seal or its facsimile.

(5)       If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

(6)       Nothing in this section may be construed to invalidate any share certificate validly issued and outstanding under the Act on July 1, 1990.

Section 7.06.Shares Without Certificates.

(1)       The board of Incorporation,directors of the corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(2)       Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by the Act.

Section 7.07.Restriction on Transfer of Shares and Other Securities.

(1)       The articles of incorporation, these bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of such shares are parties to the restriction agreement or voted in favor of the restriction.

(2)       A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section, and effected in compliance with the provisions of the Act, including having a proper purpose as amended,referred to increasein the Act.

Section 7.08.Shareholder's Pre-emptive Rights.

The shareholders of the corporation do not have a pre-emptive right to acquire the corporation's unissued shares.

Section 7.09.Corporation's Acquisition of its Own Shares.

(1)        The corporation may acquire its own shares, and, unless otherwise provided in the articles of incorporation or except as provided in subsection (4), shares so acquired constitute authorized but unissued shares of the same class but undesignated as to series.

(2)       If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of Common Stock from 42,750,000 shares to 250,000,000 shares:

acquired, effective upon amendment of the articles of incorporation.

Directors Recommend		For	Against	Abstain
FOR	>		25

Proposal 3 : To approve

(3)       Articles of amendment may be adopted by the Technology Purchase Agreement, dated March 13, 2017, by and among Enviro Voraxial Technology, Inc. and Florida Precision Aerospace, Inc., as Sellers, and, Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized underboard of directors without shareholder action, shall be delivered to the lawsDepartment of State of the Netherlands:

State of Florida for filing, and shall set forth the information required by Section 607.0631 of the Act.

(4)       Shares of the corporation in existence on June 30, 1990, which are treasury shares under Section 607.004(18), Florida Statutes (1987), shall be issued, but not outstanding, until canceled or disposed of by the corporation.

Section 7.10.Share Options.

(1)       Unless the articles of incorporation provide otherwise, the corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.

(2)       The terms and conditions of stock rights and options which are created and issued by the corporation, or its successor, and which entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized by unissued shares, treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions, or conditions that preclude or limit the exercise, transfer, receipt, or holding of such rights or options by any person or persons, including any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.

Section 7.11.Terms and Conditions of Stock Rights and Options.

The terms and conditions of the stock rights and options which are created and issued by the corporation or its successor, and which entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized but unissued shares, treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons, including any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.

Directors Recommend		For	Against	Abstain
FOR	>		26

To transact

Section 7.12.Share Dividends.

(1)       Shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(2)       Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(a)       The articles of incorporation so authorize,

(b)       A majority of the votes entitled to be cast by the class or series to be issued approves the issue, or

(c)       There are no outstanding shares of the class or series to be issued.

(3)       If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date of the board of directors authorizes the share dividend.

Section 7.13.Distributions to Shareholders.

(1)       The board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitations in subsection (3).

(2)       If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), it is the date the board of directors authorizes the distribution.

(3)       No distribution may be made if, after giving it effect:

(a)       The corporation would not be able to pay its debts as they become due in the usual course of business; or

(b)       The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(4)       The board of directors may base a determination that a distribution is not prohibited under subsection (3) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. In the case of any distribution based upon such other business as may properly come before the Meeting and any adjournments thereof.

a valuation, each

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR EACH OF THE PROPOSALS.

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such distribution shall be identified as a distribution based upon a current valuation of assets, and the amount per share paid on the basis of such valuation shall be disclosed to the shareholders concurrent with their receipt of the distribution.

(5)       Except as provided in subsection (7), the effect of a distribution under subsection (3) is measured;

(a)       In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(i)       The undersigned hereby revokes any proxydate money or proxies to vote heretofore givenother property is transferred or debt incurred by the undersignedcorporation, or

(ii)       The date the shareholder ceases to any personsbe a shareholder with respect to such shares.