AGREEMENT OF REORGANIZATION







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                            REORGANIZATION AGREEMENT



         This  Reorganization  Agreement (this  "Agreement"),  entered into this

15th day of December, 1998, by and between Saker One Corporation,  a corporation

organized under the laws of the State of Utah (hereinafter the "Parent"),  Triad

Compressor,  Inc., a corporation organized under the laws of the State of Nevada

(the  "Subsidiary")  and a  wholly-owned  subsidiary  of  Parent,  Robert  Kropf

("Kropf")  and Triad  Compressor,  Inc., a Texas  corporation  (hereinafter  the

"Company").



                                   WITNESSETH:

                                   ----------



         WHEREAS, Parent, Subsidiary and the Company desire to enter into a plan

of reorganization wherein the Company merges with the Subsidiary in exchange for

common stock of the Parent;



         NOW, THEREFORE,  in consideration of the mutual terms and covenants set

forth herein,  Parent,  the  Subsidiary  and the Company  approve and adopt this

Reorganization  Agreement  and  mutually  covenant  and agree with each other as

follows:



                                    ARTICLE I



                                     MERGER



1.01 Merger At Closing  ("Closing"  or the  "Effective  Date") the Company shall

merge (the  "Merger")  into the  Subsidiary  pursuant to a Plan of Merger in the

form of Exhibit A hereto. The Subsidiary shall be the surviving  corporation and

shall survive the Merger herein  contemplated  and shall be governed by the laws

of Utah, and the separate corporate  existence of the Company shall cease on the

Effective Date. As a result of the Merger,  the shareholders of the Company (the

"Shareholders")  shall be entitled to receive shares of the Parent, (the "Merger

Shares")  which  issuance  shall total in the  aggregate  11,549,105  shares and

comprise  83.8% of the  issued and  outstanding  capital  stock of Parent  after

giving effect to the Merger.



1.02  TAX-FREE   REORGANIZATION.   The  parties  intend  that  this  transaction

constitute  a "tax free"  reorganization  pursuant to Section  368(a)(1)  of the

Internal Revenue Code of the United States.



1.03  TRANSFER  SHARES.   Certain  shareholders  of  Parent  (the  "Transferring

Shareholders")  shall execute and deliver a Stock Transfer Agreement in form and

substance  satisfactory to the Company (the "Stock Transfer Agreement") pursuant

to which Transferring Shareholders shall at closing transfer to the Shareholders

an aggregate of 1,543,527  shares of common stock,  par value $.01 per share, of

Parent (the "Transfer  Shares")  comprising  11.2% of the issued and outstanding

capital stock of Parent after giving effect to the Merger.





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                                   ARTICLE II



                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY



2.01     ORGANIZATION AND AUTHORITY.

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



         (a) The Company is a corporation  duly organized,  validly existing and

in good  standing  under  the laws of the  State of  Texas,  with all  requisite

corporate  power and authority to own,  operate and lease its  properties and to

carry on its  business as now being  conducted,  is duly  qualified  and in good

standing in every  jurisdiction in which the property owned,  leased or operated

by it, or the nature of the business  conducted by it, makes such  qualification

necessary to avoid material  liability or material  interference in its business

operations,  and is not subject to any  agreement,  commitment or  understanding

which restricts or may restrict the conduct of its business in any  jurisdiction

or location.  The Company is presently  qualified to do business in the State of

Texas.



         (b)      The outstanding shares of the Company are legally and validly

issued, fully paid and non-assessable.



         (c)  The  Company  does  not  own  five  percent  (5%)  or  more of the

outstanding stock of any corporation other than Fuge Systems, Inc.



         (d) The minute book of the  Company  will be made  available  to Parent

prior to the Effective  Date and will contain  complete and accurate  records of

all meetings and other corporate  actions of the  shareholders  and the Board of

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