Tree Top Industries, Inc. – ‘DEFR14A’ on 10/3/06

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        48    176K 

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DEFR14A
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14 

Amendment No. 1 

 Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant                    |x|                                  
Filed by a Party other than the Registrant |_|                                  

Check the appropriate box:                                                      

|_|   Preliminary Proxy Statement                                               
|_|   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        
|x|   Definitive Proxy Statement                                                
|_|   Definitive Additional Materials                                           
|_|   Soliciting Material Pursuant to Section 240.14a -12                       

 TREE TOP INDUSTRIES, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

 _______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):                              

|X|   No fee required                                                           

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

 1)    Title of each class of securities to which transaction applies:

2)    Aggregate number of securities to which transaction applies:  

  3)    Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
      the filing fee is calculated and state how it was determined):

4)    Proposed maximum aggregate value of transaction:              

5)    Total fee paid:                                               

|_|   Fee paid previously with preliminary materials.                           

|_|   Check box if any part of the fee is offset as provided by Exchange Act    
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
   paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.         

1)    Amount Previously Paid:                                       

2)    Form, Schedule or Registration Statement No.:                 

3)    Filing Party:                                                 

4)    Date Filed:                                                   

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

NOTICE OF 2006 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
October 17, 2006
 at 1:00 p.m. (Pacific Time)
Red Rock Casino Resort
 11011 West Charleston Boulevard
 Las Vegas, NV 89135

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

================================================================================

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To Our Stockholders:                                                            

Notice is hereby given that the 2006 special meeting (the "Special Meeting") of 
the stockholders of Tree Top Industries, Inc., a Nevada corporation (the        
"Company") will be held at the Red Rock Casino Resort, 11011 West Charleston    
Boulevard, Las Vegas, NV 89135 on October 17, 2006, commencing at 1:00 p.m.     
(Pacific Time), for the following purposes:                                     

1.    To approve an amendment to the Company's Articles of Incorporation to     
     increase the number of authorized shares of common stock, par value $.001
  from 75,000,000 shares to 350,000,000 shares of common stock par value
$.001 and 50,000,000 preferred shares par value $.001; and          

2.    To approve an amendment to the Company's Articles of Incorporation by     
changing the name of the Company from "Tree Top Industries, Inc." to
"Universal Energy Holdings , Inc."; and                             

3.    To approve the August 18, 2006 Agreement and Master Plan of Asset Roll-up 
   and Forward Merger of Subsidiaries Together with Plan of Reorganization
    with Universal Energy Resources, Inc. and Grifco International, Inc. and
 its affiliated oil and gas sector businesses through our newly formed
merger subsidiary "Universal Energy & Services Group, Inc."; and    

4.    To approve the Company's application for listing on the American Stock    
Exchange in 1Q07 or as soon thereafter as we may be qualified; and. 

5.    To consider and vote upon such other business as may properly come before 
the meeting or any adjournment or postponement thereof.             

Only stockholders of record at the close of business on September 29, 2006 are  
entitled to notice of, and to vote at, the Special Meeting.                     

Stockholders unable to attend the meeting in person are requested to read the   
enclosed proxy statement and proxy and then complete and deposit the proxy in   
accordance with its instructions. Unregistered stockholders must deliver their  
completed proxies in accordance with the instructions given by their financial  
institution or other intermediary that forwarded the proxy to them.             

BY ORDER OF THE BOARD OF DIRECTORS                                              
OF TREE TOP INDUSTRIES, INC.                                                    

/s/ David Reichman                                                              
----------------------------------                                              
David Reichman, President and CEO                                               
New York, NY                                                                    

October 3, 2006                                                                 

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 IMPORTANT

Whether or not you expect to attend in person, we urge you to sign, date, and   
return the enclosed Proxy at your earliest convenience. This will help to ensure
the presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING
THE PROXY WILL SAVE TREE TOP INDUSTRIES, INC. THE EXPENSE AND EXTRA WORK OF     
ADDITIONAL SOLICITATION. Sending in your Proxy will not prevent you from voting 
your stock at the meeting if you desire to do so, as your Proxy is revocable at 
your option.                                                                    

                                                     Tree Top Industries, Inc.
                                                      511 Avenue of the Americas
                                                                       Suite 800
                                                              New York, NY 10011
                                                              775-261-3728 (Tel)
                                                              775-890-3823 (Fax)

--------------------------------------------------------------------------------
 PROXY STATEMENT
FOR THE 2006 SPECIAL MEETING OF THE STOCKHOLDERS
TO BE HELD ON OCTOBER 17, 2006
 at 1:00 p.m. (Pacific Time)
Red Rock Casino Resort
 11011 West Charleston Boulevard
 Las Vegas, NV 89135
--------------------------------------------------------------------------------

 SPECIAL MEETING

GENERAL                                                                         

This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tree Top Industries, Inc. ("we", "us", "our", the  
"Company" ) for use at the 2006 special meeting of the stockholders (the        
"Special Meeting") to be held on October 17, 2006 at 1:00 p.m. (Pacific Time) at
the Red Rock Casino Resort, 11011 West Charleston Boulevard, Las Vegas, NV 89135
and at any adjournment thereof, for the purposes set forth in the accompanying  
notice of special meeting.                                                      

This proxy statement, the notice of meeting and the enclosed form of proxy are  
expected to be mailed to our stockholders on or about October 3, 2006.          

We do not expect that any matters other than those referred to in this Proxy    
Statement and the Notice of Meeting will be brought before the Special Meeting. 
However, if other matters are properly presented before the Special Meeting, the
persons named as proxy appointees will vote upon such matters in accordance with
their best judgment. The grant of a proxy also will confer discretionary        
authority on the persons named as proxy appointees to vote in accordance with   
their best judgment on matters incidental to the conduct of the Special Meeting.

ENTITLEMENT TO VOTE                                                             

All holders of record of our shares of common stock,  par value $0.001 per share
(the  "Common  Stock"),  at the close of  business  on  September  29, 2006 (the
"Record Date"), will be entitled to one vote at the Special Meeting for each one
share of Common Stock held of record on the Record Date.  Stockholders  entitled
to vote may do so by voting those  shares at the Special  Meeting or by proxy in
the manner described below under "Voting of Proxies."                           

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Persons who hold shares of our Common Stock in a "street name" through a broker 
or other financial institution must follow the instructions regarding how to    
direct the voting of their shares provided by such broker or financial          
institution.                                                                    

SOLICITATION OF PROXIES                                                         

This solicitation of proxies is being made by the Company. We will solicit      
proxies initially by mail. Further solicitations may be made by our directors,  
officers or employees personally, by telephone, facsimile, e-mail, internet or  
otherwise, but they will not be specifically compensated for these services.    
Upon request, we will reimburse brokers, dealers, banks or similar entities     
acting as nominees for their reasonable expenses incurred in forwarding copies  
of the proxy materials to the beneficial owners of the shares of our Common     
Stock they hold as of the record date. We will bear the expenses incurred in    
connection with printing, filing and mailing of this Proxy Statement.           

VOTING OF PROXIES                                                               

Stockholders may vote the shares of Common Stock owned by them on the Record    
Date either by attending the Special Meeting in person or completing and        
returning a written proxy to the office of our proxy agent, as indicated on the 
instructions for completion of the proxy. Execution of a proxy will not affect a
stockholder's right to attend the Special Meeting and vote in person.           

All shares of Common Stock represented by a properly executed proxy received at 
or prior to the Special Meeting will be voted in accordance with the            
instructions contained in that proxy.                                           

REVOCATION OF PROXIES                                                           

Stockholders may revoke a proxy, at any time before it is voted, by:            

(a)   executing and delivering a written notice of revocation of proxy to our   
corporate secretary at any time before the taking of the vote at the
Special Meeting;                                                    

(b)   executing and delivering a later-dated proxy relating to the same shares  
   to our corporate secretary at any time before taking of the vote at the
Special Meeting; or                                                 

(c)   attending the Special Meeting in person and:                              

     (i)   giving affirmative notice at the Special Meeting of their intent to
revoke their proxy; and                                 

(ii)  voting in person.                                             

Any written revocation of proxy or subsequent later-dated proxy should be       
delivered to the offices of our legal counsel, Harold P. Gewerter, Esq. Suite   
202, 5440 W. Sahara Avenue, Las Vegas, NV 89146, Facsimile: (702) 382-1759.     

ATTENDANCE AT THE SPECIAL MEETING WILL NOT, BY ITSELF, REVOKE A STOCKHOLDER'S   
PROXY WITHOUT THE GIVING OF NOTICE OF AN INTENT TO REVOKE THAT PROXY.           

IF A PROPERLY EXECUTED AND RETURNED PROXY DOES NOT INDICATE THE STOCKHOLDER'S   
CHOICE ON ANY OF THE PROPOSALS IN THE ACCOMPANYING NOTICE OF MEETING, THE SHARES
REPRESENTED BY THAT PROXY WILL BE VOTED FOR THE APPROVAL OF THAT PROPOSAL.      

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Shares represented at the Special Meeting by proxy will be voted for or against 
matters not listed in the accompanying Notice of Meeting that may be properly   
brought before the Special Meeting at the discretion of the persons named in the
proxy as proxyholders. We are not aware of any such matters to be presented at  
the Special Meeting.                                                            

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS                        

We will only deliver one Proxy Statement to multiple stockholders sharing an    
address unless we have received contrary instructions from one or more of the   
stockholders. We will promptly deliver a separate copy of this Proxy Statement  
to a stockholder at a shared address to which a single copy of the document was 
delivered upon oral or written request to:                                      

--------------------------------------------------------------------------------
Tree Top Industries, Inc.,

 c/o Harold P. Gewerter, Esq.,

 5440 W. Sahara Avenue, Suite 202,

Las Vegas, NV 89146.

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

Stockholders may also address future requests for separate delivery of Proxy    
Statements and/or annual reports by contacting us at the address listed above.  

QUORUM FOR MEETING                                                              

In order to hold a valid meeting of our stockholders, a quorum equal to a       
majority of the shares of Common Stock outstanding must be represented at       
the meeting. These shares may be represented in person or represented by proxy. 

Stockholders who abstain from voting on any or all proposals, but who are       
present at the Special Meeting or represented at the Special Meeting by a       
properly executed proxy will have their shares counted as present for the       
purpose of determining the presence of a quorum. Broker non-votes will also be  
counted as present at the Special Meeting for the purpose of determining the    
presence of a quorum. However, abstentions and broker non-votes will not be     
counted either in favor or against any of the proposals brought before the      
Special Meeting. A broker non-vote occurs when shares held by a broker for the  
account of a beneficial owner are not voted for or against a particular proposal
because the broker has not received voting instructions from that beneficial    
owner and the broker does not have discretionary authority to vote those shares.

In the event that a quorum is not present at the Special Meeting, or in the     
event that a quorum is present but sufficient votes to approve the proposal are 
not received, the persons named as proxies on the enclosed proxy card may       
propose one or more adjournments of the Special Meeting to permit further       
solicitation of proxies. The persons named as proxies will vote upon such       
adjournment after consideration of all circumstances that may bear upon a       
decision to adjourn the Special Meeting. Any business that might have been      
transacted at the Special Meeting originally called may be transacted at any    
such adjourned session(s) at which a quorum is present. The Company will pay the
costs of preparing and distributing to shareholders additional proxy materials, 
if required in connection with any adjournment. Any adjournment will require the
affirmative vote of a majority of those securities represented at the Special   
Meeting in person or by proxy.                                                  

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VOTES REQUIRED FOR APPROVAL                                                     

In order for a proposal to be approved, the number of votes cast at the Special 
Meeting in favor of the proposal must be greater than the number of votes cast  
against the proposal. At the close of business on the Record Date, there were   
253,400 shares of Common Stock outstanding and entitled to vote (following      
reverse of 100:1). The affirmative vote of the holders of a majority of our     
Common Stock represented at the Special Meeting in person or by proxy is        
required to:                                                                    

1.    To approve an amendment to the Company's Articles of Incorporation to     
     increase the number of authorized shares of common stock, par value $.001
  from 75,000,000 shares to 350,000,000 shares of common stock par value
$.001 and 50,000,000 preferred shares par value $.001; and          

2.    To approve an amendment to the Company's Articles of Incorporation by     
changing the name of the Company from "Tree Top Industries, Inc." to
"Universal Energy Holdings, Inc."; and                              

3.    To approve the August 18, 2006 Agreement and Master Plan of Asset Roll-up 
   and Forward Merger of Subsidiaries Together with Plan of Reorganization
    with Universal Energy Resources, Inc. and Grifco International, Inc. and
 its affiliated oil and gas sector businesses through our newly formed
merger subsidiary "Universal Energy & Services Group, Inc."; and    

4.    To approve the Company's application for listing on the American Stock    
Exchange in 1Q07 or as soon thereafter as we may be qualified; and. 

5.    To consider and vote upon such other business as may properly come before 
the meeting or any adjournment or postponement thereof.             

EFFECT OF ABSTENTIONS OR BROKER NON-VOTES                                       

Stockholders may vote for or against the proposals or they may abstain from     
voting. Abstentions and broker non-votes will be counted for purposes of        
determining the presence of a quorum at the Special Meeting, but will not be    
counted as either in favor or against the proposals.                            

STOCKHOLDER PROPOSALS                                                           

No proposals have been received from any stockholder to be considered at the    
Special Meeting.                                                                

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING                                   

In accordance with the United States Securities and Exchange Commission (the    
"SEC") Rule 14a-8, stockholders who wish to present proposals for inclusion into
proxy materials to be distributed in connection with our next annual meeting    
must submit their proposals to our principal executive offices within a         
reasonable time before we begin to print and mail our proxy materials in        
connection with our next annual meeting.                                        

Any stockholders who wish to submit a proposal are encouraged to seek           
independent counsel about SEC requirements. We will not consider any proposals  
that do not meet the SEC requirements for submitting a proposal. Notices of     
intention to present proposals for our next annual meeting should be delivered  
to Tree Top Industries, Inc. c/o Harold P. Gewerter, Esq., Suite 202, 5440 W.   
Sahara Avenue, Las Vegas, NV 89146.                                             

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CHANGES IN CONTROL OF THE COMPANY                                               

No changes in control of the Company have occurred since the beginning of the   
fiscal year.                                                                    

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth certain information concerning the number of     
shares of our common stock owned beneficially as of August 28, 2006 by: (i) each
of our directors and nominees, (ii) each of our named executive officers, and   
(iii) officers and directors as a group. Other than as described below, no      
person or group is known by us to beneficially own more than 5% of our          
outstanding shares of common stock. Unless otherwise indicated, the stockholders
listed possess sole voting and investment power with respect to the shares      
shown.                                                                          

                                                        [Enlarge/Download Table]

                                                                 Amount and Nature  Percentage
                                     Name and Address              of Beneficial     of Common
Title of Class                      of Beneficial Owner              Ownership       Stock(1) 
---------------   ---------------------------------------------  -----------------  ----------
                                                                                              
Directors and Officers                                                                        

Common Stock      David Reichman, 511 Avenue of the Americas,       104,745            41.3%  
                  Suite 800, New York, NY 10011                                               
Common Stock      Frank Benintendo, 511 Avenue of the Americas,      20,000             7.89% 
                  Suite 800, New York, NY 10011                                               
Common Stock      Mike Valle, 511 Avenue of the Americas,            20,000             7.89% 
                  Suite 800, New York, NY 10011                                               
                                                         Total:     144,745            57.08% 

(1)   Applicable percentage of ownership is based on 253,400 shares of Common   
      Stock outstanding as of August 29, 2006. Shares of Common Stock are deemed
to be beneficially owned by the person holding such shares.         

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EXECUTIVE COMPENSATION

Management Compensation                                                         

The following table summarizes the compensation awarded to, earned by, or paid  
to the Company's President and Chief Executive Officer and other officers and   
directors who received annual compensation in excess of $100,000 (the "Named    
Executive Officers") for each of the Company's three most recently completed    
fiscal years.                                                                   

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                         ANNUAL COMPENSATION            LONG TERM COMPENSATION        
                                       ----------------------  ---------------------------------------
                                                                             Awards   Payouts         
                                                       Other               ------------------     All 
                                                      Annual   Restricted               LTIP    Other 
                                                      Compen-    Stock     Options/   payouts  Compen-
      Name          Title        Year  Salary  Bonus  sation    Awarded    SARs* (#)    ($)    sation 
----------------  -------------  ----  ------  -----  -------  ----------  ---------  -------  -------
                                                                                                      
David Reichman    Director,      2005    $0      $0      $0         0          0(1)     $0       $0   
                  President and  2004    $0      $0      $0         0          0        $0       $0   
                  CEO            2003    $0      $0      $0         0          0        $0       $0   

Frank Benintendo  Director,      2005    $0      $0      $0         0          0        $0       $0   
                  Treasurer      2004    $0      $0      $0         0          0        $0       $0   
                                 2003    $0      $0      $0         0          0        $0       $0   
Mike Valle        Director,      2005    $0      $0      $0         0          0(1)     $0       $0   
                  Secretary      2004    $0      $0      $0         0          0        $0       $0   
                                 2003    $0      $0      $0         0          0        $0       $0   

Notes:                                                                          

(1)   See "Compensation Of Directors" below for information regarding stock     
options granted to our named executive officers.                    

(2)   Our directors and executive officers have served in said capacities       
without compensation during the years indicated. No compensation has
      been paid to our directors and executive officers in 2006 through the date
of this proxy.                                                      

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Compensation of Directors                                                       

We do not regularly compensate our directors for their time spent on behalf of  
the Company, but they are entitled to receive reimbursement for all out of      
pocket expenses incurred for attendance at our Board of Directors meetings. No  
options to purchase our common shares were granted to our officers and/or       
directors in 2006. There are no outstanding options (vested and/or unvested)    
which have been granted to any of our officersa and/or directors for any period 
prior to 2006:                                                                  

 OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                                    Number of    % of Total                                           
                                    Securities     Options                                            
                                    Underlying     Granted      Exercise   Market Price on            
                                     Options         To          Price           Date       Expiration
               Name                  Granted    Employees(1)  (per Share)     of Grant        Date    
----------------------------------  ----------  ------------  -----------  ---------------  ----------
                                                                                                      
David Reichman                                                                                        
  President and CEO, CFO,                                                                             
  Director and                                                                                        
  Chairman  of the Board              Nil          N/A         N/A             N/A             N/A    

Frank Benintendo, Treasurer and                                                                       
  Director                            Nil          N/A         N/A             N/A             N/A    

Mike Valle, Secretary and Director    Nil          N/A         N/A             N/A             N/A    

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Aggregated Option/SAR Exercises in Last Fiscal Year and Financial Year-End      
Option/SAR Value                                                                

No stock options were exercised by the Company's executive officers or directors
during the fiscal year ended December 31, 2005. No options have been granted in 
2006 to the Company's executive officers and directors.                         

 AGGREGATED OPTION/SAR EXERCISES DURING THE LAST FISCAL YEAR
 FISCAL YEAR-END OPTION/SAR VALUES

                                                        [Enlarge/Download Table]

                                                                                Value of Unexercised  
                                                     Unexercised Options                In-The-       
                         Common Shares    Value      at Financial Year-         Money Options/SARs at 
                          Acquired on   Realized            End (#)            Financial Year-End ($) 
         Name             Exercise ($)     ($)    exercisable/unexercisable  exercisable/unexercisable
-----------------------  -------------  --------  -------------------------  -------------------------
                                                                                                      
David Reichman                                                                                        
  President, CEO, CFO                                                                                 
  and Director and                                                                                    
  Chairman of the Board       Nil          N/A             NIL/N/A                    NIL/N/A         
Frank Benintendo,                                                                                     
  Treasurer and                                                                                       
  Director,                   Nil          N/A             NIL/N/A                    NIL/N/A         

Mike Valle, Secretary                                                                                 
  and Director                Nil          N/A             NIL/N/A                    NIL/N/A         

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 PROPOSAL NUMBER ONE

AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE THE
 NUMBER OF SHARES OF AUTHORIZED COMMON STOCK AND TO CREATE A NEW CATEGORY OF
PREFERRED SHARES

On August 25, 2006, our Board of Directors approved an amendment to the Articles
of Incorporation of the Company to increase our authorized Common Stock from    
75,000,000 shares to 350,000,000 shares of Common Stock par value $.001 and     
50,000,000 shares of Preferred Stock par value $.001. The increase to the number
of shares will require an amendment to our Articles of Incorporation. Our Board 
of Directors has directed that the increase to the shares of authorized Common  
Stock and Preferred Stock and the corresponding amendment and restatement of our
Articles of Incorporation be submitted for approval by our stockholders.        

Our Board of Directors has determined that it would be in the best interests of 
the Company to amend its Articles of Incorporation to increase the number of    
authorized shares of Common Stock from 75,000,000 shares to 350,000,000 shares  
of Common Stock par value $.001 and 50,000,000 shares of Preferred Stock par    
value $.001. Each additional share of Common Stock will have the same rights and
privileges as each share of currently authorized Common Stock. Our Board of     
Directors believes that it is in the best interests of the Company to increase  
the number of authorized shares in order to give us greater flexibility in      
financing our business operations. The increase to the number of our authorized 
shares of common stock is also necessary as we currently do not have a          
sufficient number of authorized shares of our common stock available for our    
financing requirements. The issuance of additional shares of Common Stock will  
have the effect of diluting earnings per share, voting power and shareholdings  
of stockholders. It could also have the effect of making it more difficult for a
third party to acquire control of the Company.                                  

The shares will be available for issuance by our Board of Directors for proper  
corporate purposes, including but not limited to, stock dividends, stock splits,
acquisitions, financings and compensation plans. Current stockholders do not    
have pre-emptive rights to subscribe for, purchase or reserve any shares of our 
authorized capital stock. If the increase to our authorized shares of Common    
Stock is approved by our stockholders, we will file amended and Restated        
Articles of Incorporation in the form attached as Schedule "A" hereto with the  
Secretary of the State of Nevada as soon as practicable after stockholder       
approval is obtained.                                                           

REQUIRED VOTE                                                                   

The affirmative approval of the holders of record on the Record Date of a       
majority of the voting power of the outstanding shares of Common Stock present  
at the Special Meeting, either in person or by proxy, is required to approve    
Proposal Number One.                                                            

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE INCREASE TO THE       
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND CREATION OF A NEW SERIES OF     
PREFERRED SHARES TOGETHER WTH A CORRESPONDING AMENDMENT TO OUR ARTICLES OF      
INCORPORATION. A COPY OF THE PROPOSED FIRST RESTATED AND AMENDED ARTICLES IS    
ATTACHED AS SCHEDULE "A" HERETO.                                                

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 PROPOSAL NUMBER TWO

 AMENDMENT TO ARTICLES OF INCORPORATION TO
CHANGE NAME TO "UNIVERSAL ENERGY GROUP HOLDINGS, INC."

   Effective on August 25, 2006, our Board of Directors executed a written
consent authorizing, and recommending that our stockholders approve a proposal  
to change our name from "Tree Top Industries, Inc." to "Universal Energy Group, 
Inc." or such other similar name as may be available. The First Restated and    
Amended Articles of Incorporation is attached hereto as Schedule "A". Our Board 
of Directors believes that the new name, Universal Energy Group , Inc., will    
more accurately reflect our current business activities in light of our Plan of 
Merger and Reorganization with Universal Energy Resources, Inc. and Grifco      
International, Inc. and will promote public recognition and more accurately     
reflect our operations and business focus.                                      

Effectiveness of the Name Change                                                

If approved by our stockholders, the change in our name will become effective   
upon the filing of the First Restated and Amended Articles of Incorporation with
the Secretary of State of the State of Nevada. We intend to file First Restated 
and Amended Articles of Incorporation as soon as practicable once stockholder   
approval is obtained. Additionally, if the name change is approved at the       
Meeting, we will promptly thereafter change our OTC Bulletin Board trading      
symbol. Our new OTC Bulletin Board trading symbol will be determined at the time
the name change becomes effective.                                              

Changing the name of the Company will not have any effect on the rights of      
existing shareholders. The proposed name change will not affect the validity or 
transferability of currently outstanding stock certificates, and shareholders   
will be required to surrender for exchange any stock certificates they hold.    

No Appraisal Rights                                                             

Under Nevada law, our stockholders are not entitled to appraisal rights with    
respect to a change in our name.                                                

Required Vote                                                                   

The affirmative approval of the holders of record on the Record Date of a       
majority of the voting power of the outstanding shares of Common Stock present  
at the Special Meeting, either in person or by proxy, is required to approve    
Proposal No. 2.                                                                 

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE ADOPTION AND APPROVAL OF THE PROPOSED AMENDMENT TO OUR ARTICLES OF          
INCORPORATION TO GIVE EFFECT TO THE NAME CHANGE. A COPY OF THE PROPOSED AMENDED 
AND RESTATED ARTICLES IS ATTACHED AS SCHEDULE "A" HERETO.                       

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 PROPOSAL NUMBER THREE

APPROVAL OF AGREEMENT AND MASTER PLAN OF ASSET ROLL-UP AND FORWARD MERGER OF    
SUBSIDIARIES TOGETHER WITH PLAN OF REORGANIZATION                               

Effective on August 18, 2006, our Board of Directors executed a written consent 
authorizing and recommending that our stockholders approve the Agreement and    
Master Plan of Asset Roll-up and Forward Merger of Subsidiaries Together with   
Plan of Reorganization (the "Master Plan") with Universal Energy Resources, Inc.
and Grifco International, Inc. and its affiliated oil and gas sector businesses 
through our newly formed merger subsidiary "Universal Energy & Services Group,  
Inc." incorporated under the laws of the State of Nevada on the same date.      

Effectiveness of the Master Plan of Asset Roll-up and Forward Merger of         
Subsidiaries                                                                    

If approved by our stockholders, we intend to file all necessary articles of    
merger with the Nevada Secretary of State as soon as practicable once           
stockholder approval is obtained. Pursuant to the merger, our newly formed      
subsidiary Universal Energy Products & Services, Inc., a Nevada corporation,    
will merge with Universal Energy Resources, Inc., a Nevada corporation, in a tax
free exchange of shares. The exchange of shares is intended to qualify as a     
"reorganization" under provisions of Section 368(a)(2)(E) of the Internal       
Revenue Code of 1986, as amended (the "Code").                                  

New Merger Subsidiary                                                           

The Master Plan provides that the Company change its name to "Universal Energy  
Holdings Inc." as discussed above in Proposal Number Two. After changing its    
name, the Company will authorize the incorporation of a new subsidiary to be    
named "Universal Energy Products & Services, Inc." under the laws of the State  
of Nevada. The new merger subsidiary will have authorized capital of 350,000,000
shares of common Stock par value $.001 and 50,000,000 shares of preferred stock 
par value $.001.                                                                

Proposed Share Exchange                                                         

A. Universal Energy Resources, Inc.                                             

Pursuant to the Master Plan, the new merger subsidiary will engage in a share   
exchange with Universal Energy Resources, Inc. ("UERI"), a Nevada corporation,  
formed effective August 9, 2006. UERI has authorized share capital 350,000,000  
shares of common Stock par value $.001 and 50,000,000 shares of preferred stock 
par value $.001. As of the of the merger, UERI issued and outstanding 10,000,000
shares of common stock par value $.001 and 1,000,000 shares of Super Voting     
preferred stock par value $.001 with 20:1 voting rights.                        

All of the common shares of stock and Super Voting preferred stock are          
beneficially held by Jim Dial, individually and as agent and attorney-in-fact   
for Majority Shareholders of Grifco International, Inc., a Nevada corporation.  
The common and Super Voting shares were issued to the Majority Shareholders in  
consideration of the August 9, 2006 securities pledge of 56,500,000 shares of   
common stock par value $.001 of Grifco International, Inc.                      

The securities pledge is for the purpose of satisfying the financial            
requirements of UERI in its capacity as the General Partner to "Universal Energy
Partners I, L.P.", a Limited Partnership in formation and whose name is subject 
to availablility in the selected jurisdiction of formation. The purpose of the  
Limited Partnership is to own and operate certain identified oil and gas leases 
targeted for acquisition by UERI in its capacity as General Partner.            

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Following the share exchange, the Company's new merger subsidiary assume all    
rights, duties, and responsibilities of UERI in connection with the Limited     
Partnership, including but not limited to, acting as General Partner.           

B. Grifco Business Assets                                                       

Pursuant to the Master Plan, the Company's new merger subsidiary will assume all
rights,  duties, and  responsibilities  of UERI in connection with a "Consulting
and Support Services  Agreement" with Grifco  International,  Inc.("Grifco"),  a
Nevada corporation.  Under the terms of the Agreement,  the Company's new merger
subsidiary  will  provide  Grifco  and  its  subsidiaries/affiiliates  with  the
following services:                                                             

o     Interim CEO and/or CFO.                                       

o     Law Department (legal and secretarial services).              

o     Tax Department (tax advice and tax return preparation).       

o     Sarbanes-Oxley and SEC Rules Compliance (if applicable).      

    o     Financial and accounting services over and above those customarily
provided to like businesses.                            

     o     Interim Benefit Plans (such as medical, dental, vision, hearing and
         EAP benefits to employees utilizing COBRA until implementation of
its own plans.)                                         

o     Document and as necessary bring up to date all incorporation  
           requirements of Grifco and its subsidiaries/affiliates in all other
jurisdictions as required.                              

      o     Document and as necessary bring up to date all minutes and bylaws of
Grifco and its subsidiaries/affiliates.                 

     o     Document and as necessary bring up to date all shareholder lists of
Grifco and its subsidiaries/affiliates.                 

o     Document and as necessary bring up to date all financial,     
accounting, books and records of Grifco and its         
subsidiaries/affiliates.                                

  o     Document and as necessary bring up to date all federal and state
import/export licenses or permits of Grifco and its     
subsidiaries/affiliates.                                

     o     Document and as necessary bring up to date all executive retention,
      employment, bonus and incentive agreements with management and
controlling shareholders of Grifco and its subsidiaries.

   o     Complete business plan for Grifco and its subsidiaries/affiliates
       together with management discussion and analysis of operations.

o     Complete due diligence materials for Grifco and its           
subsidiaries/affiliates.                                

 o     Property Management for Grifco and its subsidiaries/affiliates.

The terms of the Consulting and Support Services Agreement is set-forth in      
Schedule "C".                                                                   

As soon as Grifco and/or any Grfico subsidiary/affiliate completes a financial  
audit satisfactory to the Company's auditor and securities counsel, the         
Company's new merger subsidiary has the right, but not the obligation, to       
exercise an option to acquire the newly audited business entity based upon a    
"fairness valuation formula" or FAV to be determined by the majority            
shareholders of Grifco.                                                         

Effects of Merger                                                               

Pursuant to Nevada law, at the effective time of the merger, all of the         
property, rights, privileges, powers and franchises of UERI and/or the Grifco   
subsidiaries/affiliates shall vest in the Company's new merger subsidiary, and  
all debts, liabilities and duties of UERI and/or the Grifco                     
subsidiaries/affiliates shall become the debts, liabilities and duties of the   
Company's new merger subsidiary as the "Surviving Corporation".                 

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Surviving Corporation's Articles of Incorporation and Bylaws                    

The Surviving Corporation's articles of incorporation and bylaws effective at   
the time of the merger will survive until thereafter amended in accordance with 
the laws of the State of Nevada.                                                

Officers and Directors of Surviving Corporation                                 

The Surviving Corporation's officers and directors effective at the time of the 
merger will be the officers and directors of the surviving corporation.         

No Appraisal Rights                                                             

Under Nevada law, our stockholders are not entitled to appraisal rights in      
connection with the deletion of Article 2 from our Articles of Incorporation.   

Required Vote                                                                   

The affirmative approval of the holders of record on the Record Date of a       
majority of the voting power of the outstanding shares of Common Stock present  
at the Special Meeting, either in person or by proxy, is required to approve    
Proposal No. 3.                                                                 

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE ADOPTION AND APPROVAL OF THE AGREEMENT AND MASTER PLAN OF ASSET ROLL-UP AND 
FORWARD MERGER OF SUBSIDIARIES TOGETHER WITH PLAN OF REORGANIZATION WITH        
UNIVERSAL ENERGY RESOURCES, INC. AND GRIFCO INTERNATIONAL, INC. AND ITS         
AFFILIATED OIL AND GAS SECTOR BUSINESSES THROUGH OUR NEWLY FORMED MERGER        
SUBSIDIARY "UNIVERSAL ENERGY & SERVICES GROUP, INC. A COPY OF THE AGREEMENT AND 
MASTER PLAN OF ASSET ROLL-UP AND FORWARD MERGER OF SUBSIDIARIES TOGETHER WITH   
PLAN OF REORGANIZATION IS ATTACHED AS SCHEDULE "B" HERETO. A COPY OF THE        
PROPOSED CONSULTING AND SUPPORT SERVICES AGREEMENT IS ATTACHED AS SCHEDULE "C"  
HERETO.                                                                         

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PROPOSAL NUMBER FOUR

APPLICATION FOR AMEX LISTING

Effective on August 25, 2006, our Board of Directors executed a written consent 
authorizing, and recommending that our stockholders approve a proposal to change
our listing from the over-the-counter bulletin board or OTC Bulletin Board to   
listing on the American Stock Exchange, Inc. ("AMEX"). Our Board of Directors   
believes that the new listing on the AMEX, if and when accepted, will more      
accurately reflect our inherent share value and it will promote public          
recognition and more accurately reflect our operations and business focus.      

Effectiveness of the AMEX Listing Process                                       

If approved by our stockholders, the change in listing from the OTC Bulletin    
Board to the AMEX will require us to submit detailed and comprehensive listing  
applications evidencing our ability to satisfy all listing criteria. There can  
be no assurance that we will be able to satisfy the AMEX listing requirements.  

AMEX Listing Standards                                                          

In order to become listed on AMEX, we will have to satisfy Listing Standard 1   
which requires us to (a) have pre-tax income of at least $750,000 in the latest 
fiscal year; (b) have a market value of public float of $3,000,000; (c) have a  
minimum share price of $3.00 for a period of at least 30 days prior to listing; 
(c) have a minimum market capitalization of at least $4,000,000; (d) have       
shareholder equity of at least $4,000,000; and (e) have a public shareholder to 
shares outstanding ratio of one of the following options: Option One: 800 public
shareholders/500,000 common shares in the public float; Option Two: 400 public  
shareholders/1,000,000 common shares in the public float; or Option Three: 400  
public shareholders/500,000 common shares in the public float (requires trading 
volume of 2,000 shares per day for the 6 months prior to listing); and (f) have 
satisfied such other requirements of the AMEX listing standards applicable at   
the time of our application.                                                    

Note: Public shareholders and public float on AMEX do not include shareholders  
or shares held directly or indirectly by any officer, director, controlling     
shareholder or other concentrated (i.e. 10 percent or greater), affiliated or   
family holdings.                                                                

AMEX Compliance                                                                 

If and when approved for listing on AMEX, there will a number of new corporate  
governance, reporting and other compliance rules which will govern the way the  
Company conducts business which we have summarized as follows:                  

SEC and AMEX Filing Requirements                                                

A company having a security listed on the AMEX must make all required filings on
a timely basis with the Securities and Exchange Commission (SEC) (or other      
appropriate regulatory agency) and also file copies with the AMEX. With the     
exception of annual reports to shareholders, which must be filed with the AMEX  
in hard copy, a company will have satisfied this requirement if it              
electronically submits its filings to the SEC through EDGAR.                    

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Timely Notice of Corporate Actions                                              

The AMEX also requires timely notice and written confirmation of various        
corporate actions including record dates, dividends, proposed amendments to and 
certified copies of the issuer's certificate of incorporation, bylaws or similar
organization documents and all material sent to shareholders or released to the 
press.                                                                          

Annual Report to Shareholders                                                   

A company listed on the AMEX is required to publish and furnish to its          
shareholders (or to holders of any other listed security when its common stock  
is not listed on a national securities exchange) an annual report containing    
audited financial statements prepared in conformity with the requirements of the
SEC. The company must disclose in its annual report to security holders, for the
year covered by the report: (a) the number of unoptioned shares available at the
beginning and at the close of the year for the granting of options under an     
option plan; and (b) any changes in the exercise price of outstanding options,  
through cancellation and reissuance or otherwise, except price changes resulting
from the normal operation of antidilution provision of options. Three copies of 
the report must be filed with the AMEX.                                         

Annual reports must be sent to shareholders and filed with the Exchange at least
ten days in advance of the annual meeting of shareholders, and not later than   
four months after the close of the last preceding fiscal year of the company.   

Timely Public Information Disclosure                                            

The AMEX considers that the conduct of a fair and orderly market requires every 
listed company to make available to the public information necessary for        
informed investing and to take reasonable steps to ensure that all who invest in
its securities enjoy equal access to such information. Listed companies must fax
press releases prior to issuance to the Exchange's Stock Watch Department.      

The following is a summary of the AMEX's disclosure policies:                   

Immediate public disclosure of material information--A listed company is        
required to make immediate public disclosure of all material information        
concerning its affairs, except in unusual circumstances.                        

Thorough public dissemination--A listed company is required to release material 
information to the public in a manner designed to obtain the widest possible    
public dissemination.                                                           

Clarification or confirmation of rumors and reports--Whenever a listed company  
becomes aware of a rumor or report, true of false, that contains information    
that is likely to have, or has had, an effect on the trading in its securities, 
or would be likely to have a bearing on investment decisions, the company is    
required to publicly clarify the rumor or report as promptly as possible.       

Response to unusual market action--Whenever unusual market action takes place in
a listed company's securities, the company is expected to make inquiry to       
determine whether rumors or other conditions requiring corrective action exist  
and, if so, to take whatever action is appropriate.                             

Unwarranted promotional disclosure--A listed company should refrain from        
promotional disclosure activity which exceeds that necessary to enable the      
public to make informed investment decisions.                                   

Insider trading--Insiders should not trade on the basis of material information 
which is not known to the investing public. Moreover, insiders should refrain   
from trading, even after material information has been released to the press and
other media, for a period sufficient to permit thorough public dissemination and
evaluation of the information.                                                  

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Receipt of written Delisting Notice--A company is required to publicly disclose 
that it has received a written notice indicating that the Exchange has          
determined to remove the company's securities from listing (or unlisted trading)
as a result of non-compliance with the continued listing requirements.          

The following is a summary of the AMEX's requirements for public announcements. 
Each press release or other public announcement should:                         

o     be factual, clear, and succinct;                              

   o     contain sufficient quantitative information to allow investors to
          evaluate its relative importance to the activities of the company;

o     be balanced and fair;                                         

      o     avoid over technical language, and should be expressed to the extent
possible in language comprehensible to the layman;      

   o     explain, if the consequences or effects of the information on the
          company's future prospects cannot be assessed, why this is so; and
          clarify and point out any reasonable alternatives where the public
   announcement undertakes to interpret information disclosed.

Additional Information                                                          

Additional information regarding the proposed AMEX listing process,             
qualification and compliance matters is available on line at www.amex.com or by 
contacting the AMEX directly as follows:                                        

 American Stock Exchange
86 Trinity Place
New York, NY 10006
212-306-1000

The AMEX Company Guide is available on line at                                  
http://wallstreet.cch.com/AMEX/CompanyGuide.                                    

No Appraisal Rights                                                             

Under Nevada law, our stockholders are not entitled to appraisal rights with    
respect to a change in listing from the OTC Bulletin Board to the AMEX.         

Required Vote                                                                   

The affirmative approval of the holders of record on the Record Date of a       
majority of the voting power of the outstanding shares of Common Stock present  
at the Special Meeting, either in person or by proxy, is required to approve    
Proposal No. 4.                                                                 

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE ADOPTION AND APPROVAL OF THE PROPOSED CHANGE IN OUR LISTING FROM THE OTC    
BULLETIN BOARD TO THE AMERICAN STOCK EXCHANGE AND TO AUTHORIZE THE COMPANY AND  
ITS OFFICERS AND DIRECTORS TO DO ALL THINGS NECESSARY AND PROPER TO COMPLETE THE
PROPOSED AMEX LISTING.                                                          

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FORWARD-LOOKING STATEMENTS                                                      

This proxy statement includes statements that are not historical facts. These   
statements, identified by words such as "plan", "anticipate", "believe",        
"estimate", "should," "expect" and similar expressions, include our expectations
and objectives regarding our future financial position, operating results and   
business strategy. These statements reflect the current views of management with
respect to future events and are subject to risks, uncertainties and other      
factors that may cause our actual results, performance or achievements, or      
industry results, to be materially different from those described in the        
forward-looking statements. As such, these forward-looking statements involve   
uncertainty and risk. Other factors and assumptions not identified above could  
also cause the actual results to differ materially from those set forth in any  
forward-looking statement. We advise you to carefully review the reports and    
documents we file from time to time with the Securities and Exchange Commission 
("SEC"), particularly our annual reports on Form 10-KSB, quarterly reports on   
Form 10-QSB and our current reports on Form 8-K.                                

WHERE YOU CAN FIND MORE INFORMATION                                             

We are subject to the informational requirements of the Securities Exchange Act 
of 1934, as amended. We file reports, proxy statements and other information    
with the SEC. You may read and copy these reports, proxy statements and other   
information at the SEC's Public Reference Section of the SEC, Room 1580, 100 F  
Street NE, Washington D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also    
maintains an Internet website, located at www.sec.gov that contains reports,    
proxy statements and other information regarding companies and individuals that 
file electronically with the SEC.                                               

                                        BY ORDER OF THE BOARD OF DIRECTORS
                                  OF TREE TOP INDUSTRIES, INC.

Date: October 3, 2006                                                           

                        /s/ David Reichman
                                           -------------------------------------
                    DAVID REICHMAN
                                           President and Chief Executive Officer
                               Tree Top Industries, Inc.

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SCHEDULE "A"

Amended and Restated Articles of Incorporation

[DEAN HELLER LOGO]                                                              
Secretary of State                                                              
204 North Carson Street, Suite 1                                                
Carson City, Nevada 89701-4299                                                  
(775) 684 5708                                                                  
Website: secretaryofstate.biz                                                   

--------------------------------------------------------------------------------
Certificate to Accompany                                                        
Restated Articles                                                         
(PURSUANT TO NRS)                                                         
--------------------------------------------------------------------------------

Important: Read attached instructions         ABOVE SPACE IS FOR OFFICE USE ONLY
before completing form.                                                         

This Form is to Accompany Restated Articles of Incorporation
 (Pursuant to NRS 78.403, 82.371, 86.221, 88.355 or 88A.250)
(This form is also to be used to accompany Restated Articles for
 Limited-Liability Companies, Certificates of Limited Partnership,
 Limited-Liability Limited Partnerships and Business Trusts)

1. Name of Nevada entity as last recorded in this office:                       

TREE TOP INDUSTRIES, INC.                                                       

2. The articles are being |_| Restated or |x| Amended and Restated (check only  
one). Please entitle your attached articles "Restated" or "Amended and          
Restated," accordingly.                                                         

3. Indicate what changes have been made by checking the appropriate box.*       

|_|   No amendments; articles are restated only and are signed by an officer of 
 the corporation who has been authorized to execute the certificate by
     resolution of the board of directors adopted on The certificate correctly
     sets forth the text of the articles or certificate as amended to the date
of the certificate.                                                 

|x|   The entity name has been amended.                                         

|_|   The resident agent has been changed. (attach Certificate of Acceptance    
from new resident agent)                                            

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|_|   The purpose of the entity has been amended.                               

|x|   The authorized shares have been amended.                                  

|_|   The directors, managers or general partners have been amended.            

|_|   IRS tax language has been added.                                          

|_|   Articles have been added.                                                 

|x|   Articles have been deleted.                                               

|_|   Other. The articles or certificate have been amended as follows: (provide 
article numbers, if available)                                      

* This form is to accompany Restated Articles which contain newly altered or    
amended articles. The Restated Articles must contain all of the requirements as 
set forth in the statutes for amending or altering the articles or certificates 

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.                                      

This form must be accompanied by appropriate        Nevada Secretary of State AM
fees. See attached fee schedule.                                   RESTATED 2003
                                                            Revised on: 10127/03

 Reset

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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
 TREE TOP INDUSTRIES, INC.

 (Pursuant to NRS 78.390 and 78.403)

   The undersigned hereby adopts as its chartering document these Restated
Articles of Incorporation:                                                      

1. Name. The name of the Corporation shall be:                      

 UNIVERSAL ENERGY HOLDINGS, INC.

2. Purpose. The purpose or purposes for which the Corporation is    
organized:                                                                      

            To engage in and carry on any lawful business activity or trade, and
        any activities necessary, convenient, or desirable to accomplish
   such purposes, not forbidden by law or by these articles of
incorporation.                                          

   3. Capitalization. The aggregate number of shares which the Corporation
shall have authority to issue is FOUR HUNDRED MILLION (400,000,000) shares, of  
which THREE HUNDRED FIFTY MILLION (350,000,000) shares will be Common Stock with
a par value of $0. 001, and FIFTY MILLION (50,000,000) shares will be Preferred 
Stock with a par value of $0.001. The Common and/or Preferred Stock of the      
Company may be issued from time to time without prior approval by the           
stockholders. The Common and/or Preferred Stock may be issued for such          
consideration as may be fixed from time to time by the Board of Directors.      

The Preferred Stock may be divided into and issued in series. The Board of      
Directors of the Corporation is authorized to divide the authorized shares of   
Preferred Stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and       
classes. The Board of Directors of the Corporation is authorized, within any    
limitations prescribed by law and this Article, to fix and determine the        
designations, rights, qualifications, preferences, limitations and terms of the 
shares of any series of Preferred Stock including but not limited to the        
following:                                                                      

     (a)   The rate of dividend, the time of payment of dividends,
                 whether dividends are cumulative, and the date from which any
dividends shall accrue;                     

        (b)   Whether shares may be redeemed, and, if so, the redemption
     price and the terms and conditions of redemption;

         (c)   The amount payable upon shares in the event of voluntary or
involuntary liquidation;                    

          (d)   Sinking fund or other provisions, if any, for the redemption
or purchase of shares;                      

           (e)   The terms and conditions on which shares may be converted, if
             the shares of any series are issued with the privilege of
conversion;                                 

          (f)   Voting powers, if any, provided that if any of the Preferred
          Stock or series thereof shall have voting rights, such
                  Preferred Stock or series shall vote only on a share for share
                basis with the Common Stock on any matter, including but not
                  limited to the election of directors, for which such Preferred
Stock or series has such rights; and        

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         (g)   Subject to the foregoing, such other terms, qualifications,
                  privileges, limitations, options, restrictions, and special or
              relative rights and preferences, if any, of shares or such
               series as the Board of Directors of the Corporation may, at
                 the time so acting, lawfully fix and determine under the laws
of the State of Nevada.                     

The Corporation shall not declare, pay or set apart for payment any dividend or 
other distribution (unless payable solely in shares of Common Stock or other    
class of stock junior to the Preferred Stock as to dividends or upon            
liquidation) in respect of Common Stock, or other class of stock junior to the  
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for         
consideration shares of any of the foregoing, unless dividends, if any, payable 
to holders of Preferred Stock for the current period (and in the case of        
cumulative dividends, if any, payable to holders of Preferred Stock for the     
current period and in the case of cumulative dividends, if any, for all past    
periods) have been paid, are being paid or have been set aside for payment, in  
accordance with the terms of the Preferred Stock, as fixed by the Board of      
Directors.                                                                      

In the event of the liquidation of the Corporation, holders of Preferred Stock  
shall be entitled to receive, before any payment or distribution on the Common  
Stock or any other class of stock junior to the Preferred Stock upon            
liquidation, a distribution per share in the amount of the liquidation          
preference, if any, fixed or determined in accordance with the terms of such    
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or 
not earned or declared) to the date of such distribution. Neither the sale,     
lease or exchange of all or substantially all of the property and assets of the 
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.                           

   4. Directors. The governing board of this Corporation shall be known as
directors, and the number of directors may from time to time be increased or    
decreased in such manner as shall be provided by the bylaws of this Corporation.
The number of members of the Board of Directors shall not be less than one nor  
more than thirteen.                                                             

   5. Assessments. The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to assessment to pay 
the debts of the Corporation.                                                   

6. Term. The Corporation shall have perpetual existence.            

7. Powers of Directors. In furtherance, and not in limitation of the
powers conferred by statute, the board of directors is expressly authorized:    

Subject to the bylaws, if any, adopted by the stockholders, to make, alter or   
amend the bylaws of the Corporation:                                            

          (a)   To fix the amount to be reserved as working capital over and
                 above its capital stock paid in, to authorize and cause to be
           executed mortgages and liens upon the real and personal
property of this Corporation.               

       (b)   By resolution passed by a majority of the whole board, to
           designate one (1) or more committees, each committee to
      consist of one (1) or more of the directors of the
                Corporation, which, to the extent provided in the resolution
           or in the bylaws of the Corporation, shall have and may
        exercise the powers of the board of directors in the
                  management of the business and affairs of the Corporation, and
                  may authorize the seal of the Corporation to be affixed to all
             papers which may require it. Such committee or committees
                shall have such name or names as may be stated in the bylaws
                of the Corporation or as may be determined from time to time
     by resolution adopted by the board of directors..

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            (c)   When and as authorized by the affirmative vote of stockholders
                holding stock entitling them to exercise at least a majority
               of the voting power given at a stockholders' meeting called
                  for that purpose, or when authorized by the written consent of
                 the holders of at least a majority of the voting stock issued
                and outstanding, the board of directors shall have power and
                  authority at any meeting to sell, lease or exchange all of the
              property and assets of the Corporation, including its good
          will and its corporate franchises, upon such terms and
               conditions as its board of directors deem expedient and for
the best interests of the Corporation.      

    8. Meetings of Stockholders. Meeting of stockholders may be held outside
the State of Nevada, if the bylaws so provide. The books of the Corporation may 
be kept (subject to any provision contained in the statutes) outside the State  
of Nevada at such place or places as may be designated from time to time by the 
board of directors or in the bylaws of the Corporation.                         

    9. Amendment. This Corporation reserves the right to amend alter, change
or repeal any provision contained in the Articles of Incorporation, in the      
manner now or hereafter prescribed by statute, or by the Articles of            
Incorporation, and all rights conferred upon stockholders herein are granted    
subject to this reservation.                                                    

10. Indemnification of Officers and Directors. The Corporation shall
indemnify its officers, directors, employees and agents to the full extent      
permitted by the laws of the State of Nevada.                                   

--------------------------------------------------------------------------------
The vote by which the stockholders holding shares in the Corporation entitling  
them to exercise at least a majority of the voting power, or such greater       
proportion of the voting power as may be required in the case of a vote by      
classes or series, or as may be required by the provisions of the articles of   
incorporation have voted in favor of the amendment is: ___________________.     
--------------------------------------------------------------------------------

 OFFICER'S SIGNATURE

The undersigned, President of the Corporation, for the purpose of   
restating the Articles of Incorporation of Tree Top Industries, Inc., hereby    
makes, files and records this Amended and Restated Articles of Incorporation and
certifies that it is the act and deed of the Corporation and that the facts     
stated herein are true.                                                         

---------------------------------------                                         
DAVID REICHMAN, Director and President                                          

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 PROXY

SPECIAL MEETING OF SHAREHOLDERS OF

 TREE TOP INDUSTRIES, INC.
 (the "Company")

TO BE HELD AT:                                                                  

RED ROCK RESORT AND CASINO

 11011 West Charleston Boulevard

 Las Vegas, NV 89135

 ON OCTOBER 17, 2006 AT 1:00 PM (PACIFIC TIME)

The undersigned shareholder ("Registered Shareholder") of the Company hereby    
appoints, David Reichman, a director of the Company, or failing this person,    
___________ , a director of the Company, or in place of the foregoing,          
______________________________ as proxyholder for and on behalf of the          
Registered Shareholder with the power of substitution to attend, act and vote   
for and on behalf of the Registered Shareholder in respect of all matters that  
may properly come before the Meeting of the Registered Shareholders of the      
Company and at every adjournment thereof, to the same extent and with the same  
powers as if the undersigned Registered Shareholder were present at the said    
Meeting, or any adjournment thereof.                                            

The Registered Shareholder hereby directs the proxyholder to vote the securities
of the Company registered in the name of the Registered Shareholder as specified
herein                                                                          

The undersigned Registered Shareholder hereby revokes any proxy previously given
to attend and vote at said Meeting.                                             

SIGN HERE:              ________________________________________________________

Please Print Name:      ________________________________________________________

Date:                   ________________________________________________________

Number of Shares                                                                
Represented by Proxy:   ________________________________________________________

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Resolutions (For full detail of each item, please see the enclosed Notice of    
Meeting and Proxy Statement)                                                    

                                                       For     Against   Abstain
                                                       ---     -------   -------
1.    Approval of Amendment to Articles of                                      
Incorporation to Increase of the Number of                          
Shares of Authorized Common Stock to                                
      350,000,000 Shares                             _______   _______   _______

2.    Approval of change of name from                                           
"Tree Top Industries, Inc." to                                      
"Universal Energy                                                   
      Holdings, Inc."                                _______   _______   _______

3.    Approval of the Agreement and Master Plan of Merger and Asset-Roll-up and 
Reorganization with Universal Energy Resources, Inc. and Grifco     
International, Inc.                                                 

4.    Approval of the Company's Application for                                 
      Listing on the AMEX                            _______   _______   _______

THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED .                              
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE                           

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INSTRUCTIONS FOR COMPLETION OF PROXY

1.    This proxy is solicited by the Management of the Company.                 

2.    2. This form of proxy (the "Instrument of Proxy") must be signed by you,  
     the Registered Stockholder, or by your attorney duly authorized by you in
  writing, or, in the case of a company, by a duly authorized officer or
      representative of the company; and if executed by an attorney, officer, or
   other duly appointed representative, the original or a notarial copy of
    the instrument so empowering such person, or such other documentation in
support as shall be acceptable to the Chairman of the Meeting, must 
accompany this Instrument of Proxy.                                 

3.    If this Instrument of Proxy is not dated in the space provided, authority 
     is hereby given by you, the Registered Stockholder, for the named proxies
     to date this proxy seven (7) calendar days after the date on which it was
mailed to you, the Registered Stockholder.                          

4.    A Registered Stockholder who wishes to attend the Meeting and vote on the 
      resolutions in person, may simply register with the scrutineers before the
Meeting begins.                                                     

5.    A Registered Stockholder who is not able to attend the Meeting in person  
   but wishes to vote on the proposals set out in this Instrument of Proxy
   may appoint the management persons named on this Instrument of Proxy as
proxy for the Registered Stockholder by completing and signing this 
      Instrument of Proxy and by indicating your choice on a proposal by placing
an "X" in the appropriate box. Where no choice is specified by a    
Registered Stockholder with respect to a proposal set out in this   
    Instrument of Proxy, a management appointee acting as proxy will vote in
favor of that proposal;                                             

6.    The securities represented by this Instrument of Proxy will be voted or   
      withheld from voting in accordance with the instructions of the Registered
      Stockholder on any poll of a resolution that may be called for and, if the
      Registered Stockholder specifies a choice with respect to any matter to be
acted upon, the securities will be voted accordingly. Further, the  
securities will be voted by the appointed proxy with respect to any 
amendments or variations of any of the resolutions set out on the   
     Instrument of Proxy or matters which may properly come before the Meeting
as the proxy, in its sole discretion, sees fit.                     

If a Registered Stockholder has submitted an Instrument of Proxy, the Registered
Stockholder may still attend the Meeting and may vote in person. To do so, the  
Registered Stockholder must record his/her attendance with the scrutineers      
before the commencement of the Meeting and revoke, in writing, the prior votes. 

To be represented at the Meeting, this proxy form must be received at the office
of the Company's legal counsel, Harold P. Gewerter, Esq. Ltd., by mail or by fax
no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays)
prior to the time of the Meeting, or adjournment thereof or may be accepted by  
the Chairman of the Meeting prior to the commencement of the Meeting. The       
mailing address and fax number is:                                              

================================================================================
HAROLD P. GEWERTER, ESQ. LTD

 5440 W. Sahara Avenue
 Las Vegas, NV USA 89146

 Fax No. (702)382-1759
================================================================================

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Schedule "B"

AGREEMENT AND MASTER PLAN OF ASSET ROLL-UP
AND FORWARD MERGER OF SUBSIDIARIES
TOGETHER WITH PLAN OF REORGANIZATION

 Among

 TREE TOP INDUSTRIES, INC.
(a Nevada corporation)

 AND

 UNIVERSAL ENERGY & SERVICES GROUP, INC.
 (a Nevada corporation in formation)

 AND

UNIVERSAL ENERGY RESOURCES, INC.
(a Nevada corporation)

 AND

GRIFCO INTERNATIONAL, INC.
(a Nevada corporation)

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

THIS AGREEMENT  ("Agreement")  is dated as of August 18, 2006, by and among TREE
TOP INDUSTRIES, INC.(1), a Nevada corporation ("TTI PARENT"), UNIVERSAL ENERGY &
SERVICES GROUP,  INC.(2)  ("TTI/MERGER-SUB"),  a Nevada  corporation,  UNIVERSAL
ENERGY  RESOURCES,  INC.  ("UNIVERSAL/MERGER-SUB"),  a Nevada  corporation,  and
GRIFCO INTERNATIONAL, INC. ("GRIFCO"), a Nevada corporation.                    

WHEREAS,  the TTI Parent, the constituent Merger Sub's and the GRIFCO businesses
desire to enter into a tax free exchange of shares, as set-forth herein,  all of
which are  intended to qualify as a  "reorganization"  under the  provisions  of
Section  368(a)(2)(E)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").                                                                        

WHEREAS,  the TTI Parent is a fully  reporting  issuer with the  Securities  and
Exchange  Commission  ("SEC")  whose  shares are listed on the  over-the-counter
bulletin board  ("OTC.BB")  under the trading  symbol  "GOMD.OB" and post merger
desires  to  change  its name to  "UNIVERSAL  ENERGY  HOLDINGS  USA,  INC."  and
thereafter to manage and operate the  constituent  Merger-Subs on a consolidated
and fully  reporting  basis with a view towards  maximizing  share value through
listing on the American Stock Exchange at the earliest opportunity.             

WHEREAS,  the Parties now desire to set-forth in this  Agreement the master plan
for the roll-up of assets and forward merger of  subsidiaries  together with the
plan of reorganization;                                                         

-----------------                                                               
(1) As a condition to this Agreement,  Tree Top  Industries,  Inc. has agreed to
change its name to UNIVERSAL ENERGY HOLDINGS USA, INC. or such other name as the
parties decide.                                                                 
(2) A Nevada corporation in formation.                                          

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 W I T N E S S E T H

IT IS HEREBY AGREED AS FOLLOWS:                                                 

 ARTICLE I

 DEFINITIONS

1.1 "TTI PARENT"  shall mean Tree Top  Industries,  Inc.,  a Nevada  corporation
whose authorized  capitalization(3) consists of (i) 350,000,000 shares of common
stock,  par value $.001 per share ("TTI Common Stock"),  of which 252,179 shares
are issued and  outstanding  on the date  hereof and (ii)  50,000,000  shares of
preferred stock, par value $.001 per share (the "Company Preferred  Stock"),  of
which no Super Voting  Preferred  Share are issued and  outstanding  on the date
hereof.                                                                         

1.2 "TTI Merger-Sub"  shall mean Universal  Energy & Services Group,  Inc. whose
authorized  capitalization  consists of 350,000,000  shares of common stock, par
value $.001 per share ("TTI  Merger-Sub  Common Stock"),  of which no shares are
issued  and  outstanding  on the date  hereof  and  (ii)  50,000,000  shares  of
preferred stock, par value $.001 per share ("TTI Merger Sub Preferred Stock") of
which no shares are issued and outstanding on the date hereof.                  

1.3  "UNIVERSAL  Merger-Sub"  means  Universal  Energy  Resources,   Inc.  whose
authorized  capitalization  consists of (i) 350,000,000  shares of common stock,
par value  $.001 per share  ("UNIVERSAL  Merger Sub  Common  Stock") of which no
shares are issued and outstanding on the date hereof, and (ii) 50,000,000 shares
of  preferred  stock,  par value  $.001 per share  (the  "UNIVERSAL  Merger  Sub
Preferred Stock) of which no shares are outstanding on the date hereof.         

1.4 "GRIFCO" means Grifco International,  Inc., whose authorized  capitalization
consists of (i)  350,000,000  shares of common stock,  par value $.001 per share
with the number of issued shares(4)  outstanding in the public float on the date
hereof to be determined by audit with over 51% of the shares held by management;
and (ii)  50,000,000  shares of preferred  stock,  par value $.001 per share, of
which  18,000,000  Super  Voting  Preferred  Shares with 20:1 voting  rights are
outstanding on the date hereof all of which are held by management.             

1.5  "GRIFCO BUSINESSES" means the various business affiliates of GRIFCO.       

1.6 "ROLL-UP  ASSETS" shall mean the assets of the UNIVERSAL  Merger-Sub as more
fully  described  herein and which are  subject to forward  merger  with the TTI
Merger-Sub in a tax free exchange of shares.                                    

1.7  "OPTIONS  ON  ROLL-UP  ASSETS"  shall mean the  GRIFCO  businesses  and any
component parts thereof which are subject to option as part of the MERGER.      

1.8  "SPIN-OFF"  shall mean a spin-off  of the TTI  Merger-Sub  as a stand alone
public  company  subject  to  shareholder  approval  at a date  and  time  to be
determined in the future.                                                       

NOW, THEREFORE, the parties agree as follows:                                   

ARTICLE II

THE MERGER

2.1 THE MERGER.  Upon the terms and subject to the  conditions set forth in this
Agreement,  and in accordance  with applicable law, at the Effective Time of the
Merger (as  defined  in  SECTION  2.2),  in one or more  transactions  UNIVERSAL
Merger-Sub  shall be merged with and into TTI Merger-Sub  and thereafter  GRIFCO
shall be merged with and into TTI  Merger-Sub  subject to each asset or group of
assets to the contemplated merger completing audited financials  satisfactory to
the TTI  Parent  and its  auditor.  As a  result  of the  Merger,  the  separate
existence of UNIVERSAL  Merger-Sub  and GRIFCO and/or the companies  wherein the
constituent  assets are beneficially  owned shall cease and TTI Merger-Sub shall
continue as the Surviving Corporation of the Merger.                            

-----------------                                                               
(3) Subject to filing First Restated and Amended Articles of Incorporation. See,
Exhibit A.                                                                      
(4) Subject to current shareholder's audit.                                     

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2.2 EFFECTIVE  TIME OF THE MERGER.  Subject to the terms and  conditions of this
Agreement,  the  Articles of Merger (the "Nevada  Articles of Merger")  shall be
executed and filed with the  Secretary of State of the State of Nevada  ("Nevada
Secretary of State") in accordance with the Nevada Business  Corporations Act at
or as soon as  practicable  after the Closing (as defined in SECTION  2.3).  The
Merger shall become  effective upon such filing of the Nevada Articles of Merger
(the "Effective Time of the Merger").                                           

2.3 CLOSINGS.  Subject to the terms and conditions of this Agreement  there will
be two (2) or more Closings.                                                    

(a) The Merger Closing as to the TTI Merger-Sub  and UNIVERSAL  Merger-Sub  will
take place in one or more  closings  at the law  offices of Harold P.  Gewerter,
Esq.,  5440 W. Sahara Avenue,  Suite 202, Las Vegas, NV 89146 on August 18, 2006
at 1:00 p.m.  Pacific Coast Time,  unless  another date or place is agreed to in
writing by the parties hereto.                                                  

(b) The Merger Closing  between the TTI Merger-Sub  and GRIFCO  businesses  will
take place in one or more closings at the offices of Harold P.  Gewerter,  Esq.,
5440 W. Sahara Avenue,  Suite 202, Las Vegas,  NV 89146 within ten (10) business
days following  approval by the GRIFCO  shareholders of the "fairness  valuation
formula" as provided for in this Agreement at a Special  Meeting of Shareholders
to be held on September 27, 2006 at 3:00 p.m. in Las Vegas,  NV at a venue to be
determined.                                                                     

2.4 EFFECTS OF THE MERGER.  At the Effective  Time of the Merger,  the effect of
the Merger shall be as provided in the  provisions  of applicable  law.  Without
limiting the generality of the foregoing,  and subject thereto, at the Effective
Time  of the  Merger,  all of  the  property,  rights,  privileges,  powers  and
franchises of UNIVERSAL  Merger-Sub  and/or the GRIFCO  businesses shall vest in
the Surviving  Corporation,  and all debts,  liabilities and duties of UNIVERSAL
Merger-Sub  and/or the GRIFCO  businesses  (subject to audit)  shall  become the
debts, liabilities and duties of the Surviving Corporation.                     

2.5 SURVIVING  CORPORATION  ARTICLES OF INCORPORATION AND BYLAWS;  DIRECTORS AND
OFFICERS.   At  the  Effective  Time  of  the  Merger  (i)  the  Certificate  of
Incorporation  and Bylaws of TTI Merger-Sub,  as in effect  immediately prior to
the Effective Time of the Merger,  shall be the certificate of incorporation and
bylaws of the  Surviving  Corporation  until  thereafter  amended as provided by
applicable  law,  provided  that  such  Amended  and  Restated   Certificate  of
Incorporation  shall be amended as provided in SECTION 2.6 hereof,  and (ii) the
officers and  directors of the  UNIVERSAL  Merger-Sub  immediately  prior to the
Effective  Time  of the  Merger  shall  be the  officers  and  directors  of the
Surviving Corporation.                                                          

2.6 AMENDMENT TO THE SURVIVING CORPORATION'S ARTICLES OF INCORPORATION.         

(a) At the Effective Time of the Merger,  the Articles of  Incorporation  of the
Surviving Corporation shall be amended in relevant part to read as follows:     

"VOTE OF STOCKOLDERS TO APPROVE CERTAIN ACTIONS"

Any act or transaction by or involving the  Corporation  other than the election
or removal of directors of the Corporation  that requires for its adoption under
the Nevada Business  Corporations Act, these Articles of  Incorporation,  and/or
the bylaws,  the approval of the Corporation's  shareholders  shall require,  in
addition, the approval of the shareholders of UNIVERSAL Merger-Sub and/or GRIFCO
which shall become the  shareholders  of the  Corporation  (or any  successor by
merger), by the same vote as is required by the Nevada Business Corporations Act
and/or by these Articles of Incorporation."                                     

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 ARTICLE III

 EFFECT OF THE MERGER ON THE
 CAPITAL STOCK OF THE CONSTITUENTS

3.1 EFFECT ON CAPITAL STOCK.  As of the Effective Time of the Merger,  by virtue
of the Merger and  without  any  action on the part of the TTI  Parent,  the TTI
Merger-Sub,  the UNIVERSAL  Merger-Sub,  the GRIFCO businesses or the holders of
securities of any of the foregoing:                                             

(a)  CONVERSION  OF  UNIVERSAL  MERGER-SUB  CAPITAL  STOCK.  (i)  Each  share of
UNIVERSAL  Merger-Sub  Common Stock issued and outstanding  immediately prior to
the  Effective  Time of the Merger  shall be  converted  on a 1:1 basis into the
requisite number of shares of TTI/MERGER-SUB Common Stock which is the Surviving
Corporation;  and (ii) each  share of  UNIVERSAL  Merger-Sub  Preferred  Shares,
including super voting shares,  issued and outstanding  immediately prior to the
Effective  Time of the Merger  shall be  converted  on a 1:1 basis into a single
series of Super Preferred Shares of TTI/MERGER-SUB  denominated as "Super Voting
Shares" entitling the holder thereof to 20 votes for each share thereof.        

(b) CONVERSION OF GRIFCO  BUSINESSES  CAPITAL STOCK. Each share of GRIFCO Common
Stock issued and  outstanding  immediately  prior to the  Effective  Time of the
Merger  shall be  converted  into the  requisite  amount  of  shares  of the TTI
Merger-Sub's  Common Stock  (which is the  Surviving  Corporation)  based upon a
"fairness valuation formula" (the "FVF") to be determined by the shareholders of
GRIFCO for the GRIFCO businesses on an "all or none basis";  provided,  however,
if the  shareholders  of GRIFCO fail to agree upon a FVF within 120 days of this
Agreement then in said event any dissenter's rights with respect to the proposed
merger and plan of reorganization  shall be governed by Nevada Revised Statutes,
Chapter 92A et seq.                                                             

3.2  CANCELLATION OF STOCK.  At the Effective Time of the Merger,  each share of
UNIVERSAL   Merger-Sub  Common  Stock  and  in  the  case  of  GRIFCO  (assuming
shareholder  approval  of the FVF) that is issued  and  outstanding  immediately
prior to the Effective Time of the Merger shall be cancelled and retired and all
rights in respect thereof shall cease to exist in consideration the Common Stock
and Super Voting Shares to be issued by the Surviving  Corporation  as described
in sub-paragraph (a) above.                                                     

3.3  STOCK  TRANSFER  BOOKS.  At the  Effective  Time of the  Merger,  the stock
transfer  books for the all shares which have been  converted  into the right to
receive shares of TTI  Merger-Sub's  Common Stock as described in  sub-paragraph
(a)  above,  shall be  deemed  closed,  and no  transfer  of such  shares  shall
thereafter be made or consummated.                                              

3.4 TAX CONSEQUENCES. It is intended by the parties hereto that the Merger shall
constitute a tax free reorganization within the meaning of Section 368(a) of the
Code.                                                                           

ARTICLE IV

 ADDITIONAL AGREEMENTS

4.1 DIRECTORS AND MANAGEMENT OF TTI  MERGER-SUB  AFTER THE EFFECTIVE TIME OF THE
MERGER.  Upon the Effective Time of the Merger,  the TTI  Merger-Sub's  Board of
Directors  will consist of the persons  serving as  directors  of the  UNIVERSAL
Merger-Sub  immediately  prior to the Effective Time of the Merger. In addition,
upon the Effective Time of the Merger,  TTI Parent's' Board of Directors will be
expanded to include two (2)  additional  directors  designated  by the UNIVERSAL
Merger-Sub  and GRIFCO  (assuming  shareholder  approval of the FVF)  subject to
shareholder approval.                                                           

4.2 CONSENT.  Each of the  constituents  TTI Parent,  TTI Merger-Sub,  UNIVERSAL
Merger-Sub and GRIFCO shall  promptly  apply for or otherwise  seek, and use its
best efforts to obtain, all consents and approvals required to be obtained by it
for consummation of the Merger.                                                 

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 ARTICLE V

CONDITIONS PRECEDENT

5.1 CONDITIONS TO EACH PARTY'S  OBLIGATION TO EFFECT THE MERGER.  The respective
obligation  of  each  party  to  effect  the  Merger  shall  be  subject  to the
satisfaction at or prior to the Closing of the following conditions:            

(a) STOCKHOLDER  APPROVALS.  This Agreement shall have been approved and adopted
by the  stockholders  of TTI Parent,  TTI Merger-Sub,  UNIVERSAL  Merger-Sub and
GRIFCO to the extent, but only to the extent, required by applicable law.       

(b) GOVERNMENT APPROVALS. All authorizations,  consents, orders or approvals of,
or  declarations  or filings with, or expiration of waiting  periods imposed by,
any court or governmental  authority of competent jurisdiction necessary for the
consummation of the transactions  contemplated by this Agreement shall have been
filed,  occurred or been obtained  other than filings  relating to the Merger or
affecting TTI Parent's ownership of TTI Merger Sub or any of its subsidiaries or
any of their properties,  if failure to make such filing or obtain such approval
would not be materially  adverse to the ability of TTI Parent or TTI  Merger-Sub
to conduct business following consummation of the Merger.                       

(c) LEGAL  ACTION.  No temporary  restraining  order,  preliminary  or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition (an "Injunction")  preventing the consummation of
the  Merger  shall  be in  effect,  nor  shall  any  proceeding  brought  by any
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality,  domestic or foreign,  selling any of the foregoing be pending.
In the event an Injunction shall have been issued,  each party agrees to use its
reasonable diligent efforts to have the Injunction lifted.                      

(d)  STATUTES.  No statute,  rule or  regulation  shall have been enacted by any
court or governmental  authority of competent  jurisdiction which would make the
consummation of the Merger illegal.                                             

ARTICLE VI

 TERMINATION, AMENDMENT AND WAIVER

6.1  TERMINATION.  This  Agreement  may be terminated in whole or in part at any
time prior to the Effective Time of the Merger, whether before or after approval
of matters  presented in connection  with the Merger by the  stockholders of TTI
Parent,  TTI Merger-Sub,  UNIVERSAL  Merger-Sub,  and GRIFCO (to the extent such
approval  is  required)  by mutual  written  consent  of TTI  Parent,  UNIVERSAL
Merger-Sub and GRIFCO.                                                          

When action is taken to terminate this  Agreement  pursuant to this SECTION 6.1,
it  shall be  sufficient  for  such  action  to be  authorized  by the  Board of
Directors  of the party  taking such action and for such party then to notify in
writing the other party (or parties) of such action.                            

6.2 EFFECT OF  TERMINATION.  In the event of  termination  of this  Agreement as
provided in SECTION 5.1, this Agreement  shall  forthwith  become void and there
shall be no liability or  obligation  on the part of any of the parties or their
respective officers or directors.                                               

6.3 EXPENSES.  All costs and expenses incurred in connection with this Agreement
and the  transactions  contemplated  hereby shall be paid by the party incurring
such expense.                                                                   

6.4  AMENDMENT.  This  Agreement may be amended by the parties  hereto by action
taken by their  respective  Boards  of  Directors  at any time  before  or after
approval of matters  presented in connection with the Merger by the stockholders
of the  respective  parties (to the extent such approval is required);  PROVIDED
THAT after any such  stockholder  approval,  no amendment shall be made which by
law requires the further approval of stockholders without obtaining such further
approval.  This  Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.                                 

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 ARTICLE VII

GENERAL PROVISIONS

7.1 NOTICES. All notices and other communications  hereunder shall be in writing
and shall be deemed given if delivered  personally  or mailed by  registered  or
certified  mail  (return  receipt  requested)  to the  parties at the  following
addresses  (or at such other  address for a party as shall be  specified by like
notice):                                                                        

TTI PARENT                 David Reichman, President and CEO                    
TTI MERGER-SUB:            Tree Top Industries, Inc.                            
             Universal Energy & Services Group, Inc.
666 Fifth Avenue          
Suite 302                 
New York, NY 10103        

UNIVERSAL:                 Jim Dial, President and CEO                          
      Universal Energy Resources, Inc.
   3638 N. Rancho Drive, Suite 6
Las Vegas, NV 89130       

GRIFCO:                    Jim Dial, President and CEO                          
Grifco International, Inc.
2507 North Frazier Street 
Suite 410                 
Conroe, TX 77303          

7.2  SEVERABILITY.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and 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  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  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.          

7.3 ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
undertakings,  both written and oral,  among the parties,  or any of them,  with
respect to such  subject  matter and,  except as  otherwise  expressly  provided
herein,  is not  intended to confer upon any other person any rights or remedies
hereunder.                                                                      

7.4  ASSIGNMENT.  This  Agreement  shall not be assigned by  operation of law or
otherwise unless agreed to in writing by the parties.                           

7.5 PARTIES OF INTEREST.  This Agreement  shall be binding upon and inure solely
to the benefit of each party hereto,  and nothing in this Agreement,  express or
implied, is intended to or shall confer upon any other person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.        

7.6  COUNTERPARTS.  This Agreement may be signed in any number of  counterparts,
each of which shall be an  original,  with the same effect as if the  signatures
thereto and hereto were upon the same  instrument.  This Agreement  shall become
effective when each party hereto shall have received  counterparts hereof signed
by all of the other parties hereto.                                             

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7.7 GOVERNING LAW. This Agreement  shall be governed in all respects,  including
validity,  interpretation  and  effect,  by the  laws  of the  State  of  Nevada
(excluding the choice-of-law rules thereof).                                    

IN WITNESS  WHEREOF,  the  constituent  parties have caused this Agreement to be
executed   and   delivered   by   their   respective   officers,    agents   and
attorneys-in-fact  thereunto duly  authorized,  all as of the date first written
above.                                                                          

TREE TOP INDUSTRIES, INC.         UNIVERSAL ENERGY & SERVICES GROUP, INC.       
                       (a Nevada corporation in formation)

By: /s/ David Reichman            By: /s/ David Reichman                        
---------------------             ---------------------                 

Name:  David Reichman             Name:  David Reichman                         
Title: President and CEO          Title: Agent and Attorney-in-Fact             

UNIVERSAL ENERGY                  GRIFCO INTERNATIONAL, INC.                    
RESOURCES, INC.                                                                 

By: /s/ Jim Dial                  By: /s/ Jim Dial                              
---------------------             ---------------------                 

Name:  Jim Dial                   Name:  Jim Dial                               
Title: President and CEO          Title: President and CEO                      

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Schedule "C"

 CONSULTING AND SUPPORT SERVICES AGREEMENT

      THIS  AGREEMENT  (the  "Agreement")  is made as of ____ day of August 2006
between  UNIVERSAL ENERGY  RESOURCES,  INC., a Nevada  corporation  ("UERI") and
Grifco  International,  Inc., a Nevada corporation  ("GRIFCO") on the date first
written above for good and valuable consideration, as follows:                  

      WHEREAS, GRIFCO desires to enter into this Consulting and Support Services
Agreement with UERI, dated  hereinabove,  with respect to the present and future
manufacturing,  marketing,  distribution, sale and customer support (the "GRIFCO
BUSINESS")  of its current and future  products and  services for the  petroleum
industry both custom branded and otherwise  (collectively  the "GRIFCO PRODUCTS"
and/or the `GRIFCO BRANDS" as the context may otherwise require);               

      WHEREAS, GRIFCO desires that UERI provide brand consulting, management and
support  services in connection  with the GRIFCO Products and the GRIFCO Brands,
and such other  services to GRIFCO and its  affiliates  in  connection  with the
GRIFCO BUSINESS; and                                                            

      WHEREAS, from and after the Effective Date, UERI desires to provide GRIFCO
with brand  consulting,  management and support  services in connection with the
GRIFCO Products and the GRIFCO Brands, and such other services to GRIFCO and its
affiliates  in connection  with the GRIFCO  BUSINESS on the terms and subject to
the conditions set forth herein;                                                

      NOW THEREFORE,  GRIFCO and UERI  intending to be legally bound,  do hereby
agree as follows:                                                               

 W I T N E S S E T H

 ARTICLE I
 DEFINITIONS

Capitalized  terms used in this  Agreement are used as defined in this Article I
or elsewhere in this Agreement. As used in this Agreement:                      

"Agreement" has the meaning specified in the preamble hereof.                   

"Cost Plus Billing" has the meaning specified in Section 3.01.                  

"Customary Billing" has the meaning specified in Section 3.01.                  

"Effective  Date"  means  the close of  business  on the date  specified  in the
preamble.                                                                       

"GRIFCO" has the meaning specified in the first recital hereof.                 

"GRIFCO BRANDS" has the meaning specified in the first recital hereof.          

"GRIFCO BUSINESS" has the meaning specified in the first recital hereof.        

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"GRIFCO PRODUCTS" has the meaning specified in the first recital hereof.        

"Facilities" has the meaning specified in Section 5.02.                         

"UERI" has the meaning specified in the preamble hereof.                        

"Pass-Through Billing" has the meaning specified in Section 3.01.               

"Payment Date" has the meaning specified in Section 3.05(b).                    

"Premises" has the meaning specified in Exhibit B hereof.                       

"Service Costs" has the meaning specified in Section 3.01.                      

"Services" has the meaning specified in Exhibit A hereof.                       

ARTICLE II
BRAND PROMOTION AND SUPPORT SERVICES

Section 2.01. Purchase and Sale of Services.                                    

(a) UERI shall provide to GRIFCO,  or procure for the  provision to GRIFCO,  and
GRIFCO  shall  purchase  from UERI,  the GRIFCO  Brand and  Support  Services as
described  herein  commencing upon the Execution Date and continuing  during the
Option Period and any extension thereof.                                        

(b) All services to be provided  under this  Agreement  will be provided by UERI
and/or its affiliates.                                                          

Section 2.02. Changes to Services by UERI.                                      

(a) Prior to the end of each year for so long as the relevant  Services continue
to be provided  under this  Agreement,  UERI shall prepare and deliver to GRIFCO
updated  versions of Exhibits  "A" and "B",  setting  forth with  respect to the
Services,  any  proposed  changes  in  billing  methodology  and,  to the extent
available,  the Service Costs  estimated to be payable for such Services for the
next fiscal year.  Except as GRIFCO and UERI may otherwise  agree, and except as
specifically described in this Agreement,  the method of allocating and charging
the costs  reflected  in  Exhibits  A and B, and any  updated  versions  of such
schedules,  shall be  consistent  with  UERI's  practices  with  respect  to the
allocation of costs for services to the GRIFCO Business immediately prior to the
Effective Date; provided, however, that if UERI changes the method of allocating
and charging such costs to GRIFCO PRODUCTS generally,  such revised method shall
also be  applied  to GRIFCO  BUSINESS.  If a revised  method of  allocating  and
charging costs for particular  services  would increase  significantly  UERI the
amount of Service Costs  payable under this  Agreement as compared to the amount
payable  were such method not  revised,  then GRIFCO shall have the right for 30
days  following  receipt of UERI's  updated  Exhibits A and B to terminate  such
Services upon written notice to UERI. Such change in allocation  method shall be
deemed accepted by GRIFCO if no such notice of termination is received by UERI. 

(b) GRIFCO shall take all reasonable  efforts to perform its own human resources
and payroll  services  within the first one hundred and twenty (120) days of the
Effective Date, and thereafter UERI shall provide said services.                

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Section 2.03.  Changes to Service by GRIFCO.  Except as provided herein,  GRIFCO
may from time to time terminate the purchase of one or more of the Services,  in
whole or in part, upon giving (ninety) 90 days notice to UERI.                  

Section 2.04. Additional Services. If requested by GRIFCO and to the extent that
UERI agrees, UERI shall provide services in addition to those services described
herein to GRIFCO . The scope of any such  services,  as well as the  prices  and
other terms applicable to such services, shall be as mutually agreed by UERI and
GRIFCO.                                                                         

 ARTICLE III
SERVICE COSTS; OTHER CHARGES

Section 3.01. Service Costs Generally.  Exhibits A and B indicate,  with respect
to each Service,  whether the costs to be charged to GRIFCO for such Service are
determined by (i) the customary billing method ("Customary  Billing"),  (ii) the
pass-through   billing   method   ("Pass-Through   Billing"),   or   (iii)   the
cost-plus-fixed-fee billing method ("Cost Plus Billing"). The Customary Billing,
Pass-Through  Billing,  and Cost Plus Billing methods applicable to the Services
provided to GRIFCO are collectively referred to herein as the "Service Cost". It
is the express  intent of the parties  that  Service  Costs shall not exceed the
"fair market value" of the Services.                                            

Section 3.02. Customary Billing. The method of calculating the costs of Services
determined by the Customary  Billing method shall be the same as the method from
time to time used to calculate the cost of comparable  services charged to other
businesses operated by UERI.                                                    

Section  3.03.  Pass-Through  Billing.  The costs of Services  determined by the
Pass-Through Billing method shall be equal to the third-party costs and expenses
incurred by UERI,  its  affiliates or  third-party  service  providers.  If UERI
incurs  costs or  expenses  on behalf  of  GRIFCO,  as well as other  businesses
operated by GRIFCO,  UERI will allocate any such costs or expenses in good faith
between the relevant  businesses  exercising  reasonable  judgment.  UERI or its
agents  shall  keep and  maintain  such books and  records as may be  reasonably
necessary  to make such  allocations.  UERI shall make  copies of such books and
records available to GRIFCO upon request and with reasonable notice.            

Section  3.04.  Cost Plus.  The costs of  Services  determined  by the Cost Plus
Billing method shall be equal to the costs and expenses  incurred by UERI or any
of its  affiliates or any of its third party service  providers,  plus the fixed
percentage of related indirect and overhead costs and expenses. The fully loaded
costs incurred by UERI to provide  Services under this Section 3.04 may be based
on reasonable  estimates of those costs,  including the amount of time necessary
to perform the  Services.  If UERI incurs costs or expenses on behalf of GRIFCO,
as well as other  businesses  operated by GRIFCO,  UERI will  allocate  any such
costs or  expenses  in good faith  between the  relevant  businesses  exercising
reasonable judgment.  UERI shall apply usual and accepted accounting conventions
in making such  allocations  and UERI or its agents shall keep and maintain such
books and records as may be reasonably necessary to make such allocations.  UERI
shall make copies of such books and records available to GRIFCO upon request and
with reasonable notice.                                                         

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ARTICLE IV
PAYMENT PROVISIONS

Section 4.01. Invoicing. UERI will invoice or notify GRIFCO of the Service Costs
at the end of each month either directly or through UERI's intra-company billing
system, in a manner substantially  consistent with the billing practices used in
connection with services  provided to the GRIFCO Business prior to the Effective
Date (except as otherwise agreed). In connection with the invoicing described in
this Section  4.01,  UERI will provide to GRIFCO the same billing data and level
of  detail  as it  customarily  provided  to the  GRIFCO  Business  prior to the
Effective  Date  and  as  it  customarily   provides  to  other  businesses  and
subsidiaries operated by UERI and such other data as may be reasonably requested
by GRIFCO.                                                                      

Section 4.02.  Settlement of Costs.  GRIFCO shall pay promptly  after receipt of
UERI's  invoice or  notification  of the Service  Costs on the Payment  Date (as
defined herein),  through UERI's  intra-company  billing system, cash management
systems,  or, if requested by UERI,  by wire transfer of  immediately  available
funds payable to the order of UERI and without set-off,  all amounts invoiced by
UERI pursuant to paragraph (a) during the preceding calendar month (or since the
Effective Date, in the case of the first Payment Date).                         

Section 4.03.  Payment Date.  The "Payment Date" shall be the date of receipt of
the UERI  invoice,  and  thereafter  the  "Payment  Date" shall be 30 days after
delivery of the UERI invoice.  If GRIFCO fails to pay any monthly payment by the
relevant Payment Date, UERI may charge GRIFCO,  in addition to the amount due on
such Payment  Date,  interest on such amount of twelve  percent  (12%) per annum
compounded monthly from the relevant Payment Date through the date of payment.  

Section 4.04. Taxes.  Sales and use taxes, if any, are for the account of GRIFCO
and will be rendered in accordance with applicable legislation.                 

 ARTICLE V
 PROVISIONS SPECIFIC TO FACILITIES

Section 5.01 Headquarters.                                                      

(a) Subject to the  provisions  hereof and  Exhibit B, GRIFCO has leased  office
facilities  for UERI in Texas  and  Louisiana  and  shall  lease  for  GRIFCO 's
headquarter staff an office facility at such other location in the United States
as GRIFCO  may  designate  subject to UERI's  consent,  such  consent  not to be
unreasonably withheld (collectively, the "Headquarters").                       

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(b)  Notwithstanding   any  provision  in  this  Agreement,   including  without
limitation the provisions of Article VIII, to the contrary,  GRIFCO shall remain
liable to pay Service Costs for either the U.S. or  International  Headquarters:
(i) for the period  commencing  when GRIFCO takes  possession of the Premise and
ending  when  GRIFCO's  lease  for  the   International   Headquarters  or  U.S.
Headquarters (the "head lease") is terminated in accordance with its terms, (ii)
GRIFCO requests UERI's consent to vacate the International  Headquarters or U.S.
Headquarters  and UERI, in its sole  discretion,  determines that it has use for
the International  Headquarters or U.S.  Headquarters.  The parties  acknowledge
that term of the head lease for the International Headquarters is two years from
the date of occupation provided for therein.  At GRIFCO's request,  GRIFCO shall
make  commercially  reasonable  efforts  to (i)  assign  to  UERI  the  relevant
International  or  U.S.   Headquarters   lease,  or  (ii)  early  terminate  the
International Headquarters or U.S. Headquarters head lease. So long as GRIFCO is
not in  default  under the terms of this  Agreement,  UERI  shall,  at  GRIFCO's
request,   use  commercially   reasonable   efforts  to  obtain  renewal  of  an
International  or U.S.  Headquarters  head lease in the name of GRIFCO provided,
however, any such renewal can be effected without recourse to UERI.             

Section  5.0.2.  Regional  Sales Offices  Facilities.  Subject to the provisions
hereof and Exhibit B, GRIFCO shall, to the extent commercially reasonable,  make
designated  portions of space available at its owned or leased office facilities
(the  "Facilities")  to UERI for GRIFCO 's regional sales and technical  support
personnel in Conroe,  TX and such other  locations  in the United  States as the
parties  may agree and UERI shall have the right to use  designated  portions of
those office facilities. GRIFCO agrees to take all actions to accommodate UERI's
real estate objectives, including, without limitation, vacating Facilities where
GRIFCO  voluntarily  terminates  or is  required to  terminate  its own lease or
operations.  GRIFCO  shall  give UERI as much  advance  notice as is  reasonably
practicable  in  connection  with any planned  early  termination  of any leased
Facility or the sale, abandonment or vacating by GRIFCO of any owned Facility.  

Section 5.03.  Definition of Premises.  The International  Headquarters and U.S.
Headquarters  and GRIFCO office  facilities  made  available to UERI pursuant to
Section 5.02 shall be referred to collectively as the "Premises".               

Section 5.04. Conflicts. In the event of conflict between the provisions of this
Article V and the remainder of the  Agreement,  the provisions of this Article V
shall govern.                                                                   

ARTICLE VI
STANDARD OF SERVICES

Section  6.01.  General  Standard of Service.  Except as  otherwise  agreed with
GRIFCO  or as  described  in  this  Agreement,  and  provided  that  UERI is not
restricted by contract  with third  parties or by  applicable  law, the Services
shall be substantially  the same in nature,  quality and standard of care as the
Services  which  UERI  provides  from time to time  throughout  its  businesses;
provided  that in no event shall such standard of care be less than the standard
of care that UERI has  customarily  provided to the GRIFCO Business with respect
to the relevant Service prior to the Effective Date.                            

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Section 6.02.  Limitation of Liability.  None of UERI and its  subsidiaries  and
their  respective  directors,  officers,  agents,  and employees  (each, a "UERI
Indemnified  Person") shall have any liability,  whether direct or indirect,  in
contract or tort or otherwise,  to GRIFCO for or in connection with the Services
rendered  or to be  rendered  by any UERI  Indemnified  Person  pursuant to this
Agreement, the transactions contemplated hereby or any UERI Indemnified Person's
advice,   actions  or  inactions  in  connection   with  any  such  Services  or
transactions,  except for damages which have resulted from such UERI Indemnified
Person's  gross  negligence or willful  misconduct  in connection  with any such
Services, actions or inactions.                                                 

Section 6.03. Indemnification of UERI by GRIFCO. GRIFCO shall indemnify and hold
harmless  each  UERI  Indemnified  Person  from and  against  any  damages,  and
reimburse each UERI Indemnified  Person for all reasonable  expenses as they are
incurred in investigating,  preparing,  pursuing or defending any claim, action,
proceeding,  or  investigation,  whether or not in  connection  with  pending or
threatened  litigation and whether or not any UERI Indemnified Person is a party
(collectively,  "Actions"),  arising  out  of or  in  connection  with  Services
rendered  or to be  rendered  by any UERI  Indemnified  Person  pursuant to this
Agreement  (including  any damages,  and all  reasonable  expenses  resulting or
arising from any claim by an employee of GRIFCO that UERI is his/her employer, a
related  employer  of  the  employee  or a  co-employer  of the  employee),  the
transactions  contemplated  hereby or any UERI  Indemnified  Person's actions or
inactions in connection  with any such Services or  transactions;  provided that
GRIFCO will not be responsible  for any damages of any UERI  Indemnified  Person
that have  resulted  from such UERI  Indemnified  Person's  gross  negligence or
willful misconduct in connection with any of the advice, actions,  inactions, or
Services referred to above.                                                     

Section 6.04.  Indemnification  of GRIFCO by UERI. UERI shall indemnify and hold
harmless GRIFCO and their respective directors,  officers, agents, and employees
(each, an "GRIFCO Indemnified  Person") from and against any damages,  and shall
reimburse each GRIFCO Indemnified Person for all reasonable expenses as they are
incurred in investigating,  preparing,  or defending any Action,  arising out of
the gross  negligence or willful  misconduct of any UERI  Indemnified  Person in
connection  with  the  Services  rendered  or to be  rendered  pursuant  to this
Agreement.                                                                      

 ARTICLE VII
 INFORMATION EXCHANGES

Section 7.01. Information  Exchanges.  Subject to applicable law and privileges,
each party hereof shall provide the other party with all  information  regarding
itself and  transactions  under this Agreement  that the other party  reasonably
believes are required to comply with all applicable  federal,  state, county and
local laws, ordinances,  regulations and codes,  including,  but not limited to,
securities laws and regulations.                                                

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Section 7.02. Confidential Information.  GRIFCO and UERI shall hold in trust and
maintain confidential all Confidential  Information relating to the other party.
"Confidential  Information" shall mean all information disclosed by either party
to the other in connection  with this Agreement  whether  orally,  visually,  in
writing or in any other  tangible  form,  and  includes,  but is not limited to,
economic, scientific,  technical, product and business data, business plans, and
the  like,  but  shall not  include  (i)  information  which  becomes  generally
available  other than by release in violation of the  provisions of this Section
7.02, (ii) information which becomes available on a non-confidential  basis to a
party  from a source  other  than the  other  party  to this  Agreement  and its
Subsidiaries provided the party in question reasonably believes that such source
is not or was not bound to hold such information confidential, (iii) information
acquired or developed  independently  by a party without  violating this Section
7.02 or any  other  confidentiality  agreement  with the  other  party  and (iv)
information that any party hereof reasonably believes it is required to disclose
by  law,  provided  the it  first  notifies  the  other  party  hereof  of  such
requirement and allows such party a reasonable  opportunity to seek a protective
order or other appropriate remedy to prevent such disclosure.  Without prejudice
to the rights and remedies of either party to this Agreement, a party disclosing
any Confidential Information to other party in accordance with the provisions of
this Agreement shall be entitled to equitable  relief by way of an injunction if
the other party hereof  breaches or  threatens  to breach any  provision of this
Section 7.02.                                                                   

ARTICLE VIII
TERM AND TERMINATION

Section 8.01.  Term. This Agreement shall have an initial term of two years from
the Effective Date, and will be renewed automatically  thereafter for successive
one-year  terms unless either GRIFCO or UERI elects not to renew this  Agreement
upon not less than ninety (90) days' written notice prior to the end of any such
term.                                                                           

Section 8.02. Early Termination.                                                

(a) This Agreement  shall be subject to early  termination by UERI upon 90 days'
written  notice  if UERI  elects  not to  exercise  the  Asset  Purchase  Option
Agreement with GRIFCO.                                                          

(b) This  Agreement is subject to early  termination in whole or with respect to
any Service by UERI on ninety (90) days written notice.                         

(c) GRIFCO may terminate any Service at any time if UERI fails to perform any of
its material  obligations under this Agreement relating to such Service,  GRIFCO
has notified UERI in writing of such failure, and such failure has continued for
a period of sixty (60) days after receipt of UERI of notice of such failure.    

(d) UERI may terminate any Service at any time if GRIFCO fails to perform any of
its material obligations under this Agreement relating to such Service, UERI has
notified GRIFCO in writing of such failure, and such failure has continued for a
period of sixty (60) days after receipt by UERI of notice of such failure.      

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Section 8.03. Effect of Termination.                                            

(a) Other than as required by law, upon  termination of any Service  pursuant to
Section  8.01  or  Section  8.02  and  upon  termination  of this  Agreement  in
accordance with its terms, UERI shall have no further  obligation to provide the
terminated  Service  (or  any  Service,  in the  case  of  termination  of  this
Agreement)  and GRIFCO shall have no obligation to pay any fees relating to such
Services or make any other  payments  hereunder;  provided that  notwithstanding
such  termination,  (i)  GRIFCO  shall  remain  liable to UERI for fees owed and
payable in respect  of  Services  provided  prior to the  effective  date of the
termination;  (ii) UERI shall continue to charge GRIFCO for  administrative  and
program  costs  relating  to  benefits  paid  after  but  incurred  prior to the
termination of any Service and other services  required to be provided after the
termination  of such Service and GRIFCO shall be obligated to pay such  expenses
in  accordance  with the terms of this  Agreement;  and (iii) the  provisions of
Articles V, VI , VII and VIII shall survive any such termination.               

(b) Following  termination of this  Agreement with respect to any Service,  UERI
and GRIFCO will cooperate in providing for an orderly transition of such Service
to GRIFCO or to a successor service provider.                                   

ARTICLE IX
 MISCELLANEOUS

Section 9.01. Future Litigation and Other Proceedings.  In the event that GRIFCO
(or any of its  officers  or  directors)  or UERI  (or  any of its  officers  or
directors) at any time after the date hereof initiates or becomes subject to any
litigation or other proceedings before any governmental authority or arbitration
panel  with  respect  to  which  the  parties  have no prior  agreements  (as to
indemnification  or otherwise),  the party (and its officers and directors) that
has not  initiated and is not subject to such  litigation  or other  proceedings
shall comply, at the other party's expense,  with any reasonable requests by the
other  party  for  assistance  in  connection  with  such  litigation  or  other
proceedings  (including by way of provision of information and making  available
of employees as witnesses).  In the event that GRIFCO (or any of its officers or
directors) and UERI (or any of its officers and directors) at any time after the
date hereof  initiate or become subject to any  litigation or other  proceedings
before any governmental authority or arbitration panel with respect to which the
parties have no prior  agreements (as to  indemnification  or  otherwise),  each
party (and its officers and directors)  shall, at their own expense,  coordinate
their   strategies  and  actions  with  respect  to  such  litigation  or  other
proceedings  to the extent such  coordination  would not be detrimental to their
respective  interests and shall comply,  at the expense of the requesting party,
with any  reasonable  requests of the other party for  assistance  in connection
therewith (by way of provision of information and making  available of employees
as witnesses).                                                                  

Section 9.02. No Agency. Nothing in this Agreement shall constitute or be deemed
to constitute a  partnership  or joint  venture  between the parties  hereof or,
except to the extent provided herein,  constitute or be deemed to constitute any
party the agent of the other party for any purpose  whatsoever and neither party
shall have  authority  or power to bind the other or to contract in the name of,
or create a liability against, the other in any way or for any purpose.         

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Section 9.03. Subcontractors. UERI may hire or engage one or more subcontractors
to perform all or any of its obligations  under this  Agreement,  provided that,
except to the extent provided  herein,  UERI shall in all cases remain primarily
responsible for all obligations  undertaken by it in this Agreement with respect
to the scope, quality and nature of the Services provided to GRIFCO.            

Section 9.04. Force Majeure.                                                    

(a) For  purposes of this  Section,  "force  majeure"  means an event beyond the
reasonable  control of either  party,  which by its  nature  could not have been
foreseen by such party or, if it could have been foreseen, was unavoidable,  and
includes  without  limitation,  acts  of  God,  storms,  floods,  riots,  fires,
sabotage,  civil  commotion or civil unrest,  interference  by civil or military
authorities, acts of war (declared or undeclared) and failure of energy sources.

(b)  Neither  party  shall be under any  liability  for  failure to fulfill  any
obligation  under  this  Agreement,  so long as and to the  extent  to which the
fulfillment of such obligation is prevented, frustrated, hindered, or delayed as
a consequence of circumstances of force majeure, provided always that such party
shall have  exercised  all due  diligence  to  minimize to the  greatest  extent
possible the effect of force majeure on its obligations hereunder.              

(c) Promptly on becoming  aware of force majeure  causing a delay in performance
or preventing  performance  of any  obligations  imposed by this  Agreement (and
termination of such delay),  the party affected shall give written notice to the
other party giving details of the same, including particulars of the actual and,
if  applicable,  any estimated  continuing  effects of such force majeure on the
obligations  of the party whose  performance  is prevented  or delayed.  If such
notice shall have been duly given,  any actual delay  resulting  from such force
majeure shall be deemed not to be a breach of this Agreement, and the period for
performance of the obligation to which it relates shall be extended accordingly,
provided  that if force  majeure  results in the  performance  of a party  being
delayed by more than 60 days,  the other party shall have the right to terminate
this Agreement with respect to any Service  affected by such delay  forthwith by
written notice.                                                                 

Section 9.05. Notices.  Any notice,  instruction,  direction or demand under the
terms of this  Agreement  required  to be in  writing  shall be duly  given upon
delivery, if delivered by hand, facsimile  transmission,  inter-company mail, or
mall, to the following addresses:                                               

(a)   If to GRIFCO: Grifco, Inc.                                                

                          Attn: Jim Dial
                         President/CEO
                                          2507 Frazier Street, Suite 410
                            Conroe, TX 77303
                             Tel: 936-788-5994
                             Fax: 936-788-6667

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(b)   If to UERI: Universal Energy Resources, Inc.                              
                          Attn: Jim Dial
                         President/CEO
                                          2507 Frazier Street, Suite 410
                            Conroe, TX 77303
                             Tel: 936-788-5994
                             Fax: 936-788-6667

       With Courtesy Copies to:          Harold P. Gewerter, Esq. Ltd.
                                   Harold P. Gwerter, Esq.
                                            5440 W. Sahara Avenue, Suite 202
                               Las Vegas, NV 89146
                             Tel: 702-382-1714
                             Fax: 702-382-1759

or to such other  addresses  or  telecopy  numbers as may be  specified  by like
notice to the other parties.                                                    

Section 9.06 Entire  Agreement.  This Agreement  (including all Schedules hereto
and any other writing signed by the parties that specifically references in this
Agreement  constitute the entire agreement among the parties with respect to the
subject  matter hereof and supersede all prior  agreements,  understandings  and
negotiations,  both written and oral, among GRIFCO, UERI and UERI's Subsidiaries
between the parties with respect to the subject matter hereof. This Agreement is
not  intended  to confer  upon any person  other than the  parties any rights or
remedies hereunder.                                                             

Section  9.07.  Modification.  This  Agreement  may only be amended by a written
agreement executed by both parties.                                             

Section  9.08.  Waivers.  No  waiver  of any  breach of any of the terms of this
Agreement shall be effective  unless such waiver is in writing and signed by the
party  against  which such waiver is claimed.  No waiver of any breach  shall be
deemed to be a waiver of any other or subsequent breach.                        

Section 9.09. Severability.  If any provision of this Agreement shall be invalid
or  unenforceable,  such  invalidity  or  unenforceability  shall not render the
entire Agreement  invalid.  Rather,  this Agreement shall be construed as if not
containing the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.          

Section 9.10.  Governing  Law. This  Agreement  shall be construed in accordance
with and governed by the laws of the State of Nevada  including its conflicts of
laws provisions.                                                                

Section 9.11. Waiver of Jury Trial. THE PARTIES HERETO HEREBY  IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY  LEGAL  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  

Section 9.12.  Assignment etc. GRIFCO's rights under this Agreement are personal
to GRIFCO and UERI shall not assign,  sublet or otherwise  transfer any right or
interest under this Agreement to any other party. Subject to the foregoing, this
Agreement  and all of the  provisions  hereof shall be binding upon and inure to
the benefit of, and be enforceable  by, the parties hereto and their  respective
heirs, administrators, executors, successors, and permitted assigns.            

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
authorized representatives on the date first written above.                     

Grifco International, Inc.                Universal Energy Resources, Inc.      

By:/s/ Jim Dial                           By: /s/ Jim Dial                      
----------------------                 ----------------------             
Authorized Signatory                   Authorized Signatory               

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 EXHIBIT "A"
 DESCRIPTION OF SERVICES

PART I -- Services Subject to Customary Billing.                                

The billing methodology shall be based on UERI' internal apportionment formulas.

1.    Property administration.                                      

2.    GRIFCO Brand promotion.                                       

   3.    Treasury services (money and banking and other related services).

4.    Finance services customarily provided to like businesses.     

      5.    Accounting services  customarily  provided to like businesses (e.g.,
            accounts  receivable,  accounts  payable,  payroll,  general ledger,
fixed assets and related services).                     

6.    Credit and collection.                                        

7.    Human resource services/Employee and executive training.      

8.    Corporate supply purchasing.                                  

9.    Environment and ethics.                                       

      10.   Insurance  (liability,  property,  casualty,  fiduciary  and  surety
bonds).                                                 

11.   Information system services.                                  

12.   Global telecommunications and network services.               

13.   International operations support.                             

14.   Other as may be agreed upon by the Parties.                   

PART II -- Services Subject to Pass-Through Billing.                            

      1.    The billing  methodology  shall be based on the actual cost of UERI'
            occupancy of a given Facility  including  lease  charges,  utilities
           charges, real and personal property taxes relating to the Premises.

      2.    Headquarters and other properties leased exclusively for GRIFCO. The
            actual costs will include rent and all other charges which GRIFCO is
            obligated to pay to its landlord or others, such as operating costs.

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PART III -- Services Subject to Cost-Plus Billing. The billing methodology shall
be based on actual usage.                                                       

1.    Interim CEO and/or CFO.                                       

2.    Law Department (legal and secretarial services).              

3.    Tax Department (tax advice and tax return preparation).       

4.    Sarbanes-Oxley and SEC Rules Compliance (if applicable).      

      5.    Financial and accounting  services over and above those  customarily
provided to like business units of UERI.                

      6.    GRIFCO  Interim  Benefit Plans (UERI will provide  medical,  dental,
            vision, hearing and EAP benefits to GRIFCO employees utilizing COBRA
until GRIFCO implements its own plans.)                 

      7.    On an emergency  basis we will  undertake  to address the  following
priority items:                                         

      (a)   Document  and  as  necessary  bring  up to  date  all  incorporation
            requirements of GRIFCO and its  subsidiaries/affiliates in all other
jurisdictions as required.                              

      (b)   Document and as necessary bring up to date all minutes and bylaws of
GRIFCO and its subsidiaries/affiliates.                 

      (c)   Document and as necessary bring up to date all shareholder  lists of
GRIFCO and its subsidiaries/affiliates.                 

      (d)   Document  and  as  necessary   bring  up  to  date  all   financial,
            accounting,    books    and    records    of    GRIFCO    and    its
subsidiaries/affiliates.                                

      (e)   Document  and as  necessary  bring up to date all  federal and state
            import/export    licenses    or    permits   of   GRIFCO   and   its
subsidiaries/affiliates.                                

      (f)   Document and as necessary bring up to date all executive  retention,
            employment,  bonus and  incentive  agreements  with  management  and
       controlling shareholders of GRIFCO , LTD. and its subsidiaries.

      (g)   Complete  business  plan for GRIFCO and its  subsidiaries/affiliates
       together with management discussion and analysis of operations.

      (h)   Complete   due    diligence    materials    for   GRIFCO   and   its
subsidiaries/affiliates.                                

(i)   Other as may be agreed upon by the Parties.                   

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 EXHIBIT "B"
DESCRIPTION OF LEASED PROPERTY

Conroe, Texas Lease                                                             

Headquarter office lease.                                                       

Louisiana Lease                                                                 

Scott, LA                                                                       
Lafayette, LA                                                                   
Houma, LA                                                                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		10/17/06		1		25			DEF 14A
Filed on / Effective on:		10/3/06		2		19
		9/29/06		2		3
		9/27/06		30
		8/29/06		7
		8/28/06		7					8-K,  DEF 14A
		8/25/06		11		16
		8/18/06		2		30			8-K
		8/9/06		13
		12/31/05		10					10KSB,  10KSB/A,  NT 10-K
									List all Filings