1 EXHIBIT 2.3 July 23, 1996 Ponder Industries, Inc. has the right to purchase all the stock of G & L Tool Company, per the agreement signed on May 17, 1996, less $1,000,000 which has been paid for an option to purchase G & L Tool Company stock any...

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                                                                     EXHIBIT 2.3
          


July 23, 1996

     Xxxxxx Industries, Inc. has the right to purchase all the stock of G & L
Tool Company, per the agreement signed on May 17, 1996, less $1,000,000 which
has been paid for an option to purchase G & L Tool Company stock any time
during the next year commencing on this date (July 23, 1996).

Agreed:


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Xxxxx Xxxxxxxxx                Xxxx X. Xxxxxx
President & CEO                President
Xxxxxx Industries, Inc.        LJH Corporation

Witness:



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Xxxxxx X. Xxxxxx