SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

Flotek Industries, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

343389102

(CUSIP Number)

Mr. Walter Roach
3900 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
(214) 922-0135

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 11, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

All ownership percentages set forth herein assume that there are 18,163,314 shares of Stock outstanding.

1	NAMES OF REPORTING PERSONS: TOSI, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2725122
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO - See Item 3.
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Texas
		7	SOLE VOTING POWER:
NUMBER OF			1,504,694 (1)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,504,694 (1)
WITH		10	SHARED DISPOSITIVE POWER:
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,504,694
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

(1) Power is exercised through its sole general partner, Pitman Property Corp.

1	NAMES OF REPORTING PERSONS: Pitman Property Corp.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2490156
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Texas
		7	SOLE VOTING POWER:
NUMBER OF			1,504,694 (1)(2)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,504,694 (1)(2)
WITH		10	SHARED DISPOSITIVE POWER:
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,504,694 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

(1) Solely in its capacity as the sole general partner of TOSI, L.P.

(2) Power is exercised through its President, J. W. Beavers, Jr.

1	NAMES OF REPORTING PERSONS: J. W. Beavers, Jr.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			1,504,694 (1)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,504,694 (1)
WITH		10	SHARED DISPOSITIVE POWER:
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,504,694 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(1) Solely in his capacity as the President of Pitman Property Corp. in its capacity as the sole general partner of TOSI, L.P.

     Pursuant to Rule 13d-2(a) of Regulation 13D of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amend their Schedule 13D Statement dated November 10, 1997, as amended by Amendment No. 1 thereto dated November 9, 1998, by Amendment No. 2 thereto dated March 2, 1999, by Amendment No. 3 thereto dated March 5, 1999, and by Amendment No. 4 thereto dated October 12, 2000, relating to the common stock of Flotek Industries Inc., a Delaware corporation.

Item 1. SECURITY AND ISSUER.

     Item 1 hereby partially is amended by deleting the first sentence thereof in its entirety and replacing it with the following:

     This statement relates to shares of the common stock, par value $0.0001 per share (the “Stock”), of Flotek Industries, Inc., a Delaware corporation (the “Issuer”).

Item 2. IDENTITY AND BACKGROUND.

     Item 2 hereby partially is amended by deleting David S. Hunt as a Reporting Person for purposes of this Schedule 13D.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 3 hereby is amended in its entirety to read as follows:

     The source and amount of the funds used by the Reporting Persons to purchase shares of Stock are as follows:

REPORTING PERSON	SOURCE OF FUNDS	AMOUNT OF FUNDS
TOSI	Contributions from Partners	$	1,779,584
Pitman	Not Applicable	Not Applicable
JWB	Not Applicable	Not Applicable

Item 4. PURPOSE OF TRANSACTION.

     Item 4 hereby is amended in its entirety to read as follows:

     The Reporting Persons acquired the shares of the Stock reported herein for investment purposes. Depending on market conditions and on other factors that each Reporting Person may deem material to its investment decision, such Reporting Person may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell all or a portion of the shares of the Stock that it owns or hereafter may acquire on the open market or in private transactions.

     Except as set forth herein or in the Exhibits filed or to be filed herewith, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

     Items 5(a) and (b) hereby are amended in their entirety to read as follows:

     (a)

     TOSI

     The aggregate number of shares of the Stock that TOSI owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,504,694, which constitutes approximately 8.3% of the outstanding shares of the Stock.

     Pitman

     Because of its position as the sole general partner of TOSI, Pitman may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,504,694 shares of the Stock, which constitutes approximately 8.3% of the outstanding shares of the Stock.

     JWB

     Because of his position as President of the sole general partner of TOSI, JWB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,504,694 shares of the Stock, which constitutes approximately 8.3% of the outstanding shares of the Stock.

     To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.

     (b)

     TOSI

     Acting through its sole general partner, TOSI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,504,694 shares of the Stock.

     Pitman

     In its capacity as the sole general partner of TOSI and acting through its President, Pitman has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,504,694 shares of the Stock.

     JWB

     In his capacity as the President of Pitman in its capacity as the sole general partner of TOSI, JWB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,504,694 shares of the Stock.

     Item 5(c) hereby partially is amended by adding at the end thereof the following:

     On July 11, 2003, TOSI acquired 333,332 shares of the Stock in a private transaction with the Issuer at a price of $0.30 per share. The Reporting Persons note that the increase in the Reporting Persons’ beneficial ownership of shares of the Stock resulting from such transaction has been reflected in the Issuer’s Proxy Statement for every year since the date of such transaction.

     Items 5(d) and (e)

     No material change.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO SECURITIES OF THE ISSUER.

     Item 6 hereby is amended in its entirety to read as follows:

     Effective as of July 11, 2003, TOSI and the Issuer entered into a Subscription Agreement with respect to the shares of the Stock acquired by TOSI in the transaction described in Item 5(c) above; such Subscription Agreement is filed herewith as Exhibit 10.11 (the “Subscription Agreement”). The description of the Subscription Agreement that follows is not, and does not purport to be, complete, and is qualified in its entirety by reference to such Exhibit 10.11.

     In the Subscription Agreement, TOSI makes customary representations and warranties and agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees, agents, affiliates, and counsel against any and all loss, liability, claim, damage, and expense arising out of or based upon any false representation or warranty or breach or failure by TOSI to comply with any covenant or agreement made by TOSI in the Subscription Agreement or in any other document furnished by TOSI to any of the foregoing in connection with the transaction described in the Subscription Agreement.

     Exhibits 10.1 through 10.10, previously filed, are no longer of any force or effect.

     Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the Stock owned by the Reporting Persons.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

     Item 7 hereby partially is amended by adding to the end thereof the following:

Exhibit 10.11 —       Subscription Agreement

Exhibit 99.1 —       Agreement pursuant to Rule 13d-1(k)

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 23, 2007

TOSI, L.P., a Texas limited partnership
By:	PITMAN PROPERTY CORP., a Texas corporation, its sole general partner
	By:	/s/ J. W. Beavers, Jr.
		J. W. Beavers, Jr., President
PITMAN PROPERTY CORP., a Texas corporation
By:	/s/ J. W. Beavers, Jr.
	J. W. Beavers, Jr., President
/s/ J. W. Beavers, Jr.
J. W. BEAVERS, JR.

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
10.1	Convertible Loan Agreement, previously filed as Exhibit 99.2 with the Schedule 13D Statement dated November 10, 1997.
10.2	Registration Rights Agreement, previously filed as Exhibit 99.3 with the Schedule 13D Statement dated November 10, 1997.
10.3	Lock-Up Agreement, previously filed as Exhibit 99.4 with the Schedule 13D Statement dated November 10, 1997.
10.4	Warrants, previously filed as Exhibit 99.5 with the Schedule 13D Statement dated November 10, 1997.
10.5	Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant dated November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P., previously filed with Amendment No. 1 to the Schedule 13D Statement dated November 9, 1998.
10.6	Agreement for Second Extension and Amendment of Loan Documents dated February 24, 1999, to be effective as of January 14, 1999, by and among Flotek Industries Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P., previously filed with Amendment No. 2 to the Schedule 13D Statement dated March 2, 1999.
10.7	Intercreditor Agreement dated as of February 24, 1999, by and between Chisholm Energy Partners, L.L.C. and TOSI, L.P., previously filed with Amendment No. 2 to the Schedule 13D Statement dated March 2, 1999.
10.8	Form of Securities Purchase and Exchange Agreement dated as of April 30, 2000 by and among Flotek Industries Inc., TOSI, L.P. and the other signatories thereto, previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.
10.9	Form of Warrant to Purchase Common Stock of Flotek Industries Inc. issued to TOSI, L.P., previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.
10.10	Form of Registration Rights Agreement dated as of April 30, 2000 by and among Flotek Industries Inc., TOSI, L.P. and the other signatories thereto, previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.
10.11	Subscription Agreement dated as of July 11, 2003 by and between TOSI, L.P., and Flotek Industries, Inc., filed herewith.
24.1	Power of Attorney of TOSI, L.P., previously filed with the Schedule 13D Statement dated November 10, 1997.
24.2	Power of Attorney of Pitman Property Corp., previously filed with the Schedule 13D Statement dated November 10, 1997.
24.3	Power of Attorney of J. W. Beavers, Jr., previously filed with the Schedule 13D Statement dated November 10, 1997.
99.1	Agreement pursuant to Rule 13d-1(k), filed herewith.

EX-10.11

Exhibit 10.11

SUBSCRIPTION AGREEMENT

July 11, 2003

Flotek Industries, Inc.
7030 Empire Central Drive
Houston, Texas 77040

     Re: Investment in the Common Stock of Flotek Industries, Inc.

Dear Sir:

     This Subscription Agreement is being delivered to Flotek Industries, Inc., a Delaware corporation (“Flotek”), by the undersigned (the “Investor”) for the purpose of purchasing shares of the Common Stock of Flotek, $0.0001 par value per share (referred to herein as the “Shares”), and to demonstrate that the Shares may be issued to the Investor without registration under applicable federal and state securities laws by virtue of exemptions provided in Section 3(b) and/or Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and certain state securities laws. In connection therewith, the Investor hereby represents and warrants to Flotek as follows:

1. The Investor hereby subscribes and agrees to purchase the number of Shares indicated on the signature page of this Subscription Agreement (the “Subscription”) in exchange for the subscription price of $ .60 per share. The Investor will tender to Flotek the full purchase price of the Shares within two days of the date of this letter. Upon the receipt by Flotek of the full subscription price for the Shares, the Shares will be deemed issued to the Investor. In the event the full subscription price of the Shares is not received by Flotek from the Investor within two days of the date of this letter, Flotek may at its option (but not as its sole remedy) elect to terminate the Subscription, thereby causing Flotek to have no further obligation to issue the Shares hereunder but not terminating the liability of the Investor for breaching this Agreement.

2. The Investor acknowledges that: (a) the Investor has received and read the Annual Report for Flotek on Form 10-K for the year ended December 31, 2002 and the Form 10-Q of Flotek for the three month period ending on March 31, 2003, (b) the Investor has been given an opportunity to examine such instruments, documents, and other information relating to Flotek as deemed necessary or advisable in order to make an informed decision relating to the acquisition of the Shares and their suitability as an investment for the Investor, (c) the Investor has had the opportunity to ask questions of, and receive answers from, Flotek concerning its business and financial condition, (d) no person other than Gary Pittman or the CEO or Chief Financial Officer of Flotek has been authorized to provide any information to the Investor or make any representations with respect to Flotek, (e) the Investor has had the opportunity to obtain advice from professional advisors including attorneys and accountants, with respect to the purchase of the Shares, (f) the Investor is not subscribing for the Shares as a result of or subsequent to any

Flotek Industries, Inc.
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Page 2

advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any solicitation by a person not previously known to Investor, (g) no person will be paid any compensation by Investor (whether as broker, salesperson, or in any other capacity) in connection with Investor’s purchase of the Shares, (h) any projections regarding Flotek provided to the Investor are only estimates of future results based on assumptions made by the management of Flotek which may or may not be appropriate, (i) no assurance that the results set forth in any such projections will be attained, and (g) the actual results of Flotek may be significantly different than the amounts set forth in any such projections.

3. The Investor must be prepared to bear the economic risk of investment in the Shares for an indefinite period because the issuance of the Shares has not been registered under the Securities Act, or under the state securities laws, and hence cannot be sold unless subsequently so registered, or unless exemptions from such registration requirements are available.

4. The Shares will be acquired for the Investor’s own account or benefit and not for the account, in whole or in part, of any other person or entity, and the Investor has no present intention of selling or distributing the Shares or any part thereof. The Investor understands that the Shares may not be sold, hypothecated, pledged, transferred, assigned, or disposed of except in accordance with the restrictions imposed by the Securities Act and other applicable securities laws.

5. The Investor has undertaken an independent evaluation of the merits and risks of investing in Flotek and has not relied upon the analysis or investment advice of any “purchaser representative” as defined in Rule 501(h) of Regulation D. The Investor is experienced in investments and business matters and has sufficient knowledge and experience in financial and business matters to analyze and evaluate the merits and risks of investing in Flotek. The Investor further recognizes that the Shares, as an investment, are extremely speculative in nature and involve special risks, and that the total amount of funds tendered to purchase the Shares is placed at risk and may be completely lost.

6. The Investor is an “accredited investor” as defined in Rule 501 (a) of Regulation D by virtue of the following: (check all applicable items)

þ (a)	The Investor is an organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring Shares in Flotek, with total assets in excess of $5,000,000;
o (b)	The Investor is a natural person whose individual net worth, or joint net worth with the Investor’s spouse, presently exceeds $1,000,000;

Flotek Industries, Inc.
July 11, 2003
Page 3

o (c)	The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with the Investor’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year;
o (d)	The Investor is a trust, with total assets in excess of $5,000,000.00, not formed for the specific purpose of acquiring Shares in Flotek, whose purchase of such Shares has been directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in Flotek;
o (e)	The Investor is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, and (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act which is a bank, insurance company, or registered investment adviser, or (ii) the plan is an employee benefit plan with total assets in excess of $5,000,000, or (iii) the plan is a self directed plan, with investment decisions made solely by persons that are “accredited investors”; and/or
þ (f)	The Investor is an entity in which all of the equity owners are “accredited investors” by virtue of the Subparagraphs indicated above.

7. The certificates evidencing the Shares will bear a legend in substantially the following form:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH LAWS.

8. The Shares are being issued pursuant to a proposed private placement by Flotek of approximately 1,666,666 shares of the Common Stock of Flotek for a per share price of $.60 which is to be completed on or before August 31, 2003 (the “Offering”). Flotek (i) is not

Flotek Industries, Inc.
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Page 4

required to sell a minimum number of Shares pursuant to the Offering, (ii) may accept the Subscription without selling any other shares of its common stock pursuant to the Offering, (iii) may sell a greater number of shares than 1,666,666 pursuant to the Offering, (iv) may issue shares pursuant to the Offering for debt owed by Flotek, including trade payables, and (v) may terminate the Offering at any time. The anticipated use of the proceeds of the Offering is for general corporate purposes. In addition, the Company may elect at any time to lower the price of the shares sold in the Offering below $.60, which will result in a proportionate positive adjustment to the number of shares issued to the Investor.

9. Investor will indemnify and hold harmless the Company, and its officers, directors, employees, agents, affiliates, and counsel against any and all loss, liability, claim, damage, and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

10. Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged, or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge, or termination is sought.

11. All notices hereunder shall be sufficient upon receipt for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed telecopy, telefax, or other electronic transmission service to the appropriate address or number (a) if to the Company, at the address set forth above, or (b) if to Investor, at the address set forth on the signature page hereof (or, in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10).

12. All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties hereto may require.

13. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all of the parties, notwithstanding that all parties are not signatories to the same counterpart.

14. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied to residents of that state executing contracts wholly to be performed in that state.

All information furnished herein is for the sole use of Flotek and counsel and will be held in

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Page 5

confidence, except that this letter may be furnished to such parties as the management of Flotek may deem necessary to establish compliance with federal and state securities laws.

	Very truly yours,
	TOSI, L.P., a Texas limited partnership
Subscription:	By:	Pitman Property Corp., its general partner
Number of Shares: 166,666	By:	/s/ J. W. Beavers, Jr.
Cash Tendered: $100,000	Printed Name: J. W. Beavers, Jr.
Debt Tendered:	Title: President

ACCEPTED AND AGREED TO:

FLOTEK INDUSTRIES, INC.

By:	/s/ Jerry D. Dumas, Sr.
Printed Name: Jerry D. Dumas, Sr.
Title: Chairman & CEO

EX-99.1

Exhibit 99.1

     Pursuant to Rule 13d-1(k) of Regulation 13D of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

TOSI, L.P., a Texas limited partnership
By:	PITMAN PROPERTY CORP., a Texas corporation, its sole general partner
	By:	/s/ J. W. Beavers, Jr.
		J. W. Beavers, Jr., President
PITMAN PROPERTY CORP., a Texas corporation
By:	/s/ J. W. Beavers, Jr.
	J. W. Beavers, Jr., President
/s/ J. W. Beavers, Jr.
J. W. BEAVERS, JR.