1 DAWSON PRODUCTION SERVICES, INC. (A TEXAS CORPORATION) 5,206,807 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT

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XXXXXX PRODUCTION SERVICES, INC.
(A TEXAS CORPORATION)

5,206,807 SHARES OF COMMON STOCK

UNDERWRITING AGREEMENT

February __, 1997

Xxxxxxxxx & Company, Inc.
Xxxxxxxx Xxxxxx Refsnes, Inc.
Southcoast Capital Corporation
As Representatives of
the Several Underwriters

c/x Xxxxxxxxx & Company, Inc.
Attn: Syndicate Department
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Sirs:

Xxxxxx Production Services, Inc., a Texas corporation (the "Company"),
and the persons listed on Schedule 1 hereto (the "Selling Shareholders") hereby
confirm their agreement with you, as representatives (the "Representatives") of
the underwriters named in Schedule 2 hereto (the "Underwriters"), with respect
to the issuance and sale by the Company of an aggregate of 3,500,000 shares and
the sale by the Selling Shareholders of an aggregate of 1,206,807 shares
(collectively, the "Firm Shares"), of the Company's Common Stock, $.01 par
value (the "Common Stock"), and the purchase of the Firm Shares by the
Underwriters, acting severally and not jointly. The Company also has agreed to
sell up to 706,021 shares (the "Additional Shares") of Common Stock to cover
over-allotments, if any. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "Shares".

You have advised us that you desire to purchase the Shares and that you
propose to make a public offering of the Shares as soon as you deem advisable
after the Registration Statement referred to below becomes effective upon the
terms set forth in the Prospectus referred to below.

The terms that follow, when used in this Agreement, shall have the
meanings indicated. "Preliminary Prospectus" shall mean any preliminary
prospectus referred to in Section 1(a)(i) below and any preliminary prospectus
related to the Shares included in the Registration Statement on the date that
the Registration Statement becomes effective (the "Effective Date") that omits
Rule 430A Information (as defined below). "Registration Statement" shall mean
the registration statement referred to in Section 1(a)(i) below, including
exhibits, as amended at the Representation Date (as defined below) (or, if not
effective at the Representation Date, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto becomes
effective prior to the Closing Date (as defined in Section 2 hereof), shall
also mean such registration statement as so amended. Such term shall include
Rule 430A Information deemed to be included therein at the Effective Date as
provided by Rule 430A (as defined below). The prospectus related to the Shares
and constituting a part of the Registration Statement (including the Rule 430A
Information), as from time to time amended
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or supplemented, is hereinafter referred to as the "Prospectus", except that if
any revised prospectus shall be provided to the Underwriters by the Company
that differs from the prospectus on file at the Securities and Exchange
Commission (the "Commission") at the Effective Date (whether or not such
revised prospectus is required to be filed by the Company pursuant to Rule 424
of the Act Regulations), the term "Prospectus" shall refer to each such revised
prospectus from and after the time it is first provided to the Underwriters for
such use. "Rule 158", "Rule 424" and "Rule 430A" refer to such rules under the
Securities Act of 1933, as amended (the "Act"; and the rules and regulations
under the Act, the "Act Regulations"). "Rule 430A Information" means
information with respect to the Shares and the offering thereof permitted to be
omitted from the Registration Statement when it becomes effective pursuant to
Rule 430A.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) The Company represents and warrants to the Underwriters as of the
date hereof (such date being referred to as the "Representation Date") and as
of the Closing Date, as follows:

(i) The Company has filed with the Commission a registration
statement on Form S-1 (Registration No. 333-19413), including a
preliminary prospectus related to the Shares, and one or more amendments
thereto, including the related preliminary prospectus, each of which has
previously been furnished to the Underwriters, for the registration
under the Act of the offering and sale of the Shares. The Company will
file with the Commission either (A) prior to effectiveness of such
registration statement, a further amendment to such registration
statement (including the form of final prospectus) or (B) after
effectiveness of such registration statement, a final prospectus in
accordance with Rules 430A and 424(b) or Rule 434 of the Act
Regulations. The Company has included in such registration statement,
as amended at the Effective Date, all information (other than Rule 430A
Information in the case of clause (B)) required by the Act and the Act
Regulations to be included in the prospectus with respect to the Shares
and the offering thereof. As filed, such amendment and form of final
prospectus, or such final prospectus, shall contain all Rule 430A
Information, together with all other such required information, with
respect to the Shares and the offering thereof and, except to the extent
the Underwriters shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to the Underwriters prior
to the date hereof.

(ii) On the Effective Date, the Representation Date and the
Closing Date, the Registration Statement did and will, and when the
Prospectus is first filed (if required) in accordance with Rule 424(b)
the Prospectus will, comply in all material respects with the applicable
requirements of the Act and the Act Regulations; on the Effective Date,
the Representation Date and the Closing Date, the Registration Statement
did not and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and,
on the Effective Date, the Representation Date and the Closing Date, and
on the date of any filing pursuant to Rule 424(b), the Prospectus did
not and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, that the Company
makes no representation or warranty as to the information provided in
writing to the Company by or on behalf of the Underwriters, expressly
for use in the Registration Statement or the Prospectus, and the Company
agrees that the only information provided in writing by or on behalf of
the Underwriters to the Company, expressly for use in the Registration
Statement or the Prospectus, is that information contained in the table
and the second, fifth, eighth and

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tenth paragraphs following the table in the section of the Prospectus
entitled "Underwriting" and the last paragraph on the cover page of the
Prospectus.

(iii) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Texas, with
full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Registration
Statement and the Prospectus, and is duly registered and qualified to
conduct its business and is in good standing in each jurisdiction where
the nature or location of its properties (owned or leased) or the
conduct of its business requires such registration or qualification,
except where the failure so to register or qualify would not have a
Material Adverse Effect. As used herein, the term "Material Adverse
Effect" shall mean an adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the
Company or any of the Subsidiaries (as hereinafter defined) that would
be, singly or in the aggregate, material to the Company and the
Subsidiaries, taken as a whole, whether or not occurring in the ordinary
course of business.

(iv) The only subsidiaries (as defined in the Act Regulations)
of the Company are the subsidiaries listed on Schedule 3 hereto
(collectively, the "Subsidiaries"). Each of the Subsidiaries is a
corporation duly organized and validly existing in good standing under
the laws of its jurisdiction of its incorporation with full corporate
power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and in
the Prospectus, and is duly registered and qualified to conduct its
business and is in good standing in each jurisdiction where the nature
or location of its properties (owned or leased) or the conduct of its
business requires such registration or qualification, except where the
failure so to register or qualify would not have a Material Adverse
Effect.

(v) Each of the Company and the Subsidiaries has all necessary
authorizations, approvals, orders, licenses, rights-of-way, operating
rights, easements, certificates and permits of and from, and has made
all declarations and filings with, all regulatory or governmental
officials and bodies, all self-regulatory organizations and all courts
and other tribunals ("Permits"), to own or lease its respective
properties and to conduct its respective businesses described in the
Prospectus and the Registration Statement, except where failure to have
obtained or made the same would not have a Material Adverse Effect, and
neither the Company nor any of the Subsidiaries has received any notice
of proceedings relating to the revocation or modification of any such
Permits, if the failure to be so licensed or approved or if the subject
of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect; the Company and each of the Subsidiaries has fulfilled
and performed all its current material obligations with respect to such
Permits and no event has occurred that allows, or after notice or lapse
of time, or both, would allow, revocation or termination thereof or
result in any other material impairment of the rights of the holder of
any such Permit; and such Permits contain no restrictions that are
materially burdensome to the Company and the Subsidiaries; and the
Company and each of the Subsidiaries is in compliance with all
applicable laws, rules, regulations, orders and consents, the violation
of which could have a Material Adverse Effect. The property and
business of the Company and the Subsidiaries conform in all material
respects to the descriptions thereof contained in the Prospectus and the
Registration Statement.

(vi) All of the Company's authorized and outstanding capital
stock has been duly authorized, validly issued and is fully paid and
nonassessable and the capitalization of the Company conforms to the
descriptions thereof and the statements made with respect thereto in the
Registration Statement and the Prospectus as of the date set forth
therein. There are no outstanding securities convertible into or

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exchangeable for, and no outstanding options, warrants or other rights
to purchase, any shares of the capital stock of the Company, nor any
agreements or commitments to issue any of the same, except as described
in the Registration Statement and the Prospectus, and there are no
preemptive or other rights to subscribe for or to purchase, and no
restrictions upon the voting or transfer of, any capital stock of the
Company pursuant to the Company's articles of incorporation or by-laws
or any agreement or other instrument to which the Company is a party,
except as described in the Registration Statement and the Prospectus.

(vii) All the outstanding shares of capital stock of each
Subsidiary have been duly authorized and are validly issued, fully paid
and nonassessable and were not issued in violation of or subject to any
preemptive or similar rights. Except as otherwise set forth in the
Registration Statement and the Prospectus, all outstanding shares of
capital stock of the Subsidiaries are owned by the Company, directly or
indirectly through another Subsidiary, free and clear of any security
interests, liens, encumbrances, equities or other claims.

(viii) Each of the Company and the Subsidiaries has good and
indefeasible title to all real property and good and marketable title to
all personal property owned by it, including those properties described
in the Registration Statement and Prospectus, in each case free and
clear of all liens, charges, encumbrances and restrictions, except such
as are described in the Registration Statement and Prospectus or such as
would not have a Material Adverse Effect. Each of the Company and the
Subsidiaries has valid, subsisting and enforceable leases for the
properties described in the Registration Statement and the Prospectus as
leased by it, with such exceptions as are described in the Registration
Statement and the Prospectus or that in the aggregate would not have a
Material Adverse Effect.

(ix) The Company has all requisite power, authority,
authorizations, approvals, orders, licenses, certificates and permits to
enter into this Agreement and to carry out the provisions and conditions
hereof, and to issue and deliver to the Underwriters the Shares that are
being sold by the Company as provided herein. This Agreement has been
duly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company, enforceable against
it in accordance with the terms hereof, except to the extent rights to
indemnity hereunder may be limited by federal or state securities laws
or public policy underlying such laws and except to the extent the
enforcement hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by equitable principles.

(x) Each of the Company and the Subsidiaries owns, or
possesses adequate rights to use, all trademarks, service marks and
other rights necessary for the conduct of its business as described in
the Registration Statement and the Prospectus, and neither the Company
nor any of the Subsidiaries has received a notice, or knows of any
basis, of any conflict with the asserted rights of others in any such
respect that could have a Material Adverse Effect.

(xi) The Shares that are being issued and sold by the Company
have been duly and validly authorized for issuance by the Company, and
the Company has full corporate power and authority to issue, sell and
deliver such Shares; and, when such Shares are issued and delivered
against payment therefor as provided by this Agreement, such Shares will
have been validly issued, fully paid and nonassessable, and the issuance
of such Shares will not be subject to any statutory preemptive rights or
similar statutory rights or any other preemptive or similar rights. All
corporate action

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required to be taken by the Company for the authorization, issuance and
sale of the Shares that are being issued and sold by the Company has
been duly and validly taken.

(xii) KPMG Peat Marwick LLP, Xxxxxxx, Xxxxxxxx & Co., Coopers &
Xxxxxxx L.L.P. and Xxxxxx Xxxxxxxx LLP are independent public
accountants with respect to the Company and the Subsidiaries as required
by the Act.

(xiii) The consolidated financial statements and related notes
and schedules included in the Registration Statement or in the
Prospectus present fairly the financial position of the Company and the
Subsidiaries, on the basis stated in the Registration Statement, as of
the respective dates thereof and the consolidated statements of income,
shareholders' equity and cash flows of the Company and the Subsidiaries,
for the respective periods covered thereby; and such financial
statements and the related schedules and notes have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis throughout the entire period involved, except as
otherwise disclosed in the Registration Statement and the Prospectus.
The selected financial information included in the Registration
Statement or the Prospectus presents fairly the information shown
therein and has been compiled on a basis consistent with that of the
audited financial statements of the Company included therein. The pro
forma financial information in the Registration Statement or in the
Prospectus complies in all material respects with the applicable
accounting requirements of Article 11 of Regulation S-X promulgated by
the Commission and presents fairly the information shown therein; the
assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the
transactions or circumstances referred to therein. No other financial
statements or schedules of the Company and the Subsidiaries are required
by the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder (collectively, the
"Exchange Act"), the Act or the Act Regulations to be included in the
Registration Statement or Prospectus.

(xiv) The Shares conform in all material respects to the
descriptions thereof in the Registration Statement and Prospectus.

(xv) Since the respective dates as of which information is
provided in the Registration Statement and Prospectus, except as
otherwise specifically stated therein, there has been no change or
development with respect to the condition (financial or otherwise) or
business of the Company and the Subsidiaries, taken as a whole, whether
or not arising in the ordinary course of business, that would have a
Material Adverse Effect.

(xvi) Neither the Company nor any Subsidiary is in violation of
its articles of incorporation or bylaws or other organizational
documents. Neither the Company nor any Subsidiary is, nor with the
passage of time or the giving of notice or both would be, in violation
of any law, ordinance, administrative or governmental rule or regulation
applicable to the Company or any of the Subsidiaries, or of any
judgment, order or decree of any court or governmental agency or body or
of any arbitrator having jurisdiction over the Company or any of the
Subsidiaries, or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any mortgage,
loan agreement, note, bond, debenture, credit agreement or any other
evidence of indebtedness or in any agreement, contract, indenture, lease
or other instrument to which the Company or any of the Subsidiaries is a
party or by which it may be bound, or to which any of the property or
assets of the Company or any of the Subsidiaries is subject, the effect
of which violation or default in performance or observance would have a
Material Adverse Effect.

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(xvii) There is no action, suit or proceeding pending before or
by any court, arbitrator or governmental agency or body or, to the
Company's knowledge, threatened against the Company or any of the
Subsidiaries or to which any of their respective property is subject (A)
that is required to be described in the Registration Statement or the
Prospectus but is not described as required or (B) that, if adversely
determined, could reasonably be expected to have a Material Adverse
Effect. There is no agreement, contract, indenture, lease or other
document or instrument that is required to be described in the
Registration Statement or Prospectus or to be filed as an exhibit to the
Registration Statement that is not described or filed as required.

(xviii) No person has any right to the registration of any
security of the Company by reason of the filing of the Registration
Statement with the Commission or the consummation of the transactions
contemplated hereby, which right has not been waived or lapsed, except
as described in the Registration Statement or Prospectus.

(xix) The Company is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, and is not
subject to registration under such Act.

(xx) As of the date of the Prospectus, and except as described
in the Registration Statement and the Prospectus, neither the Company
nor any of the Subsidiaries is currently planning any probable
acquisitions for which disclosure of pro forma financial information
would be required by the Act.

(xxi) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus (or any amendment
or supplement thereto), except as otherwise stated therein, (A) neither
the Company nor any of the Subsidiaries (1) has issued any securities
other than in connection with the exercise of any outstanding options,
(2) incurred any material liability or obligations, direct or
contingent, for borrowed money, (3) entered into any transaction, not in
the ordinary course of business, that is material to the Company and the
Subsidiaries, taken as a whole, (4) entered into any transaction with an
affiliate of the Company (as the term "affiliate" is defined in Rule 405
of the Act Regulations) that would otherwise be required to be disclosed
in the Prospectus or the Registration Statement, or (5) declared or paid
any dividend on its capital stock, or made any other distribution to its
equity holders, (B) there has not been any material change in the
capital stock or other equity, or material increase in the short-term or
long-term debt, of the Company or any of the Subsidiaries and (C) there
has been no change or development with respect to the condition
(financial or otherwise) or business of the Company and the
Subsidiaries, taken as a whole, whether or not arising in the ordinary
course of business, that would have a Material Adverse Effect.

(xxii) The Company has not distributed and, prior to the later
to occur of (A) the Closing Date and (B) completion of the distribution
of the Shares, will not distribute without your prior written consent any
offering material in connection with the offering and sale of the Shares
other than the Registration Statement, the Prospectus or other
materials, if any, permitted by the Act.

(xxiii) Prior to the Closing Date, the Shares will be duly
authorized for listing on the Nasdaq National Market upon official
notice of issuance.

(xxiv) Neither the Company nor any Subsidiary is involved in any
labor dispute and, to the knowledge of the Company, no such dispute is
threatened.

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(xxv) Neither the Company nor any Subsidiary nor, to the best
of its knowledge, any employee or agent of the Company or any Subsidiary
has made any payment of funds of the Company or any Subsidiary or
received or retained any funds of a character required to be disclosed
in the Prospectus.

(xxvi) The Company and each of the Subsidiaries have filed (or
have obtained extensions thereto) all federal, state and local tax
returns that are required to be filed, which returns are complete and
correct in all material respects, and have paid all taxes shown on such
returns and all assessments with respect thereto to the extent that the
same have become due.

(xxvii) Except for the shares of capital stock of each of
the Subsidiaries, neither the Company nor any of the Subsidiaries owns
any shares of stock or any other securities of any corporation or has
any equity interest in any firm, partnership, association or other
entity other than as reflected in the consolidated financial statements
included in the Registration Statement and the Prospectus.

(xxviii) Neither the execution, delivery or performance of
this Agreement, the offer, issuance, sale or delivery of the Shares that
are being issued and sold by the Company nor the consummation by the
Company of the terms of this Agreement (A) requires the consent,
approval, authorization or order of any court or governmental agency or
body, except such as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in connection with
the purchase and distribution of the Shares by the Underwriters or such
as may be required by the National Association of Securities Dealers,
Inc. (the "NASD") and such other approvals as have been obtained, (B)
will conflict with, result in a breach of, or constitute a default under
the terms of any indenture, agreement, lease or other instrument to
which the Company or any of the Subsidiaries is a party or by which any
of them or any of their respective properties may be bound, or will
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of the Subsidiaries
pursuant to the terms of any agreement or instrument to which any of
them is a party or by which any of them may be bound or to which any of
the property or assets of any of them is subject, (C) will conflict with
or violate any law, order, statute, regulation, consent or memorandum of
understanding applicable to the Company or any Subsidiary of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of the Subsidiaries (in the
case of (B) or (C) above, where such conflict, breach, default or
violation, individually or in the aggregate, would have a Material
Adverse Effect), or (D) will conflict with or violate the articles of
incorporation or by-laws of the Company or any Subsidiary.

(xxix) The Company has not taken, directly or indirectly, any
action designed to cause or result in or that has constituted or that
might reasonably be expected to constitute, the stabilization or
manipulation of the price of the shares of Common Stock to facilitate
the sale or resale of the Shares.

(xxx) The Company is not required to comply with Section
517.075 of the Florida statutes.

(xxxi) The Company and each of the Subsidiaries (A) are in
compliance with any and all applicable federal, state, local and foreign
laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), (B) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their business and (C) are in compliance
with all terms

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and conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive required
permits, licenses or approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not have a
Material Adverse Effect.

(xxxii) There are no costs or liabilities, to the Company's
knowledge after due inquiry, associated with the effect of Environmental
Laws on the business, operations and properties of the Company and its
Subsidiaries that would have a Material Adverse Effect.

(b) Except for Belmont Fund, L.P. ("Belmont Fund"), Belmont Capital
Partners II, L.P. ("Belmont Capital") and Fidelity Summer Street Trust:
Fidelity Capital & Income Fund ("Fidelity Fund"), who make the separate
representations and warranties set forth in Section 1(c) below, each Selling
Shareholder, severally and not jointly, represents and warrants to the
Underwriters as of the Representation Date and as of the Closing Date, as
follows:

(i) Such Selling Shareholder now has, and on the Closing Date
will have, valid and marketable title to the Shares to be sold by such
Selling Shareholder pursuant to this Agreement, free and clear of any
security interests, liens, encumbrances, equities or other claims,
including, without limitation, any restriction on transfer (except for
restrictions imposed by applicable federal or state securities laws)
other than as specified on the certificate(s) representing such Shares.

(ii) Such Selling Shareholder now has, and on the Closing Date
will have, full legal right, power and authorization, and any approval
required by law (except such as may be required under the Act or such as
may be required by the NASD or under state securities or blue sky laws
governing the purchase and distribution of the Shares), to sell, assign,
transfer and deliver the Shares to be sold by such Selling Shareholder
pursuant to this Agreement in the manner provided in this Agreement, and
upon delivery of and payment for such Shares hereunder, the several
Underwriters will acquire valid and marketable title to such Shares free
and clear of any adverse claims, assuming that the Underwriters have
acquired such Shares for value, in good faith and without notice of any
adverse claim.

(iii) This Agreement and the Custody Agreement (as such term is
defined herein) have been duly authorized, executed and delivered by or
on behalf of such Selling Shareholder and are the valid and binding
agreements of such Selling Shareholder enforceable against such Selling
Shareholder in accordance with their terms except (i) as limited by any
applicable bankruptcy, insolvency, reorganization or other law relating
to or affecting creditors' rights generally, (ii) general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (iii) as such enforceability of
rights to indemnity and contribution hereunder may be limited under
applicable securities laws.

(iv) The execution and delivery of this Agreement or the
Custody Agreement by or on behalf of such Selling Shareholder does not
and the consummation of the transactions herein or therein contemplated
by or on behalf of such Selling Shareholder will not, require any
consent, approval, authorization or order of, or filing or registration
with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may be required
under the Act or such as may be required by the NASD or under state
securities or blue sky laws governing the purchase and distribution of
the Shares) or conflict with or constitute a breach of, or default
under, or violate, any agreement, indenture or other instrument to which
such Selling Shareholder is a party or by which such Selling Shareholder
is or may be bound or to which any of such Selling Shareholder's
property or assets is

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subject, or any statute, law, rule, regulation, ruling, judgment,
injunction, order or decree applicable to such Selling Shareholder or to
any property or assets of such Selling Shareholder, which breach,
default or violation would impair such Selling Shareholder's ability to
perform under this Agreement or the Custody Agreement and would have any
adverse impact on the Company or the Underwriters under this Agreement
or the Custody Agreement.

(v) The information with respect to such Selling Shareholder
contained in the section entitled "Security Ownership of Management and
Principal and Selling Shareholders" in the Prospectus does not and will
not on the Closing Date contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

(vi) The representations and warranties of such Selling
Shareholder in the Custody Agreement are, and on the Closing Date will
be, true and correct.

(vii) Such Selling Shareholder has not taken, directly or
indirectly, any action designed to or that might reasonably be expected
to cause or result in stabilization or manipulation of the price of the
Common Stock to facilitate the sale or resale of the Shares, except for
such actions as would not be unlawful.

(c) Each of Belmont Fund, Belmont Capital and Fidelity Fund,
severally and not jointly, represents and warrants to the Underwriters as of
the Representation Date and as of the Closing Date, as follows:

(iii) This Agreement has been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder and is the valid
and binding agreement of such Selling Shareholder enforceable against
such Selling Shareholder in accordance with its terms except (i) as
limited by any applicable bankruptcy, insolvency, reorganization or
other law relating to or affecting creditors' rights generally, (ii)
general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) and (iii) as such
enforceability of rights to indemnity and contribution hereunder may be
limited under applicable securities laws.

(iv) The execution and delivery of this Agreement by or on
behalf of such Selling Shareholder does not and the consummation of the
transactions herein contemplated by or on behalf of such Selling
Shareholder will not, require any consent,

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approval, authorization or order of, or filing or registration with, any
court, regulatory body, administrative agency or other governmental
body, agency or official (except such as may be required under the Act
or such as may be required by the NASD or under state securities or blue
sky laws governing the purchase and distribution of the Shares) or
conflict with or constitute a breach of, or default under, or violate,
any agreement, indenture or other instrument to which such Selling
Shareholder is a party or by which such Selling Shareholder is or may be
bound or to which any of such Selling Shareholder's property or assets
is subject, or any statute, law, rule, regulation, ruling, judgment,
injunction, order or decree applicable to such Selling Shareholder or to
any property or assets of such Selling Shareholder, which breach,
default or violation would impair such Selling Shareholder's ability to
perform under this Agreement and would have any adverse impact on the
Company or the Underwriters under this Agreement.

(vi) Such Selling Shareholder has not taken, directly or
indirectly, any action designed to or that might reasonably be expected
to cause or result in stabilization or manipulation of the price of the
Common Stock to facilitate the sale or resale of the Shares, except for
such actions as would not be unlawful.

(d) Any certificate signed by any officer of the Company or any
Selling Shareholder delivered to the Underwriters or to counsel for the
Underwriters pursuant to the terms of this Agreement shall be deemed a
representation and warranty by the Company or such Selling Shareholder, as the
case may be, to each Underwriter as to the matters covered thereby.

SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING

(a) Subject to the terms and conditions set forth herein, and subject
to such adjustments as you may determine to avoid fractional shares:

(i) the Company agrees to sell to each Underwriter, severally
and not jointly, and, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set
forth, each Underwriter, severally and not jointly, agrees to purchase
from the Company, at a purchase price of $________ per share (the
"Initial Price"), the aggregate number of Firm Shares that bears the
same proportion to the aggregate number of Firm Shares to be issued and
sold by the Company as the number of Firm Shares set forth opposite the
name of such Underwriter in Schedule 2 hereto (or such number of Firm
Shares increased as provided in Section 10 hereof) bears to the
aggregate number of Firm Shares to be sold by the Company and the
Selling Shareholders, and the Company will have no obligation to sell
the Underwriters any of the Firm Shares that are being issued and sold
by the Company hereunder unless the Underwriters purchase all of such
Firm Shares hereunder; and

(ii) each Selling Shareholder agrees, severally and not
jointly, to sell to each Underwriter, severally and not jointly, and, on
the basis of the representations and warranties herein contained and
subject to the terms and conditions herein set forth, each Underwriter,
severally and not jointly, agrees to purchase from each Selling
Shareholder at the Initial Price, the aggregate number of Firm Shares
that bears the same proportion to the aggregate number of Firm Shares
set forth opposite the name

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of such Selling Shareholder on Schedule 1 hereto as the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule 2
hereto (or such number of Firm Shares increased as provided in Section
10 hereof) bears to the aggregate number of Firm Shares to be sold by
the Company and the Selling Shareholders, and each Selling Shareholder
will have no obligation to sell the Underwriters any of the Firm Shares
to be sold by such Selling Shareholder hereunder unless the Underwriters
purchase all of such Firm Shares hereunder.

(b) The Company grants to the Underwriters an option to purchase all
or any part of the Additional Shares at the Initial Price. Additional Shares
shall be purchased from the Company, severally and not jointly, for the
accounts of the Underwriters in proportion to the number of Firm Shares set
forth in Schedule 2 hereto opposite the name of such Underwriter. Such option
may be exercised only to cover over-allotments in the sale of the Firm Shares
by the Underwriters and may be exercised in whole or in part at any time on or
before 12:00 noon, New York City time, on the business day before the Firm
Shares Closing Date (as hereinafter defined), and only once thereafter within
30 days after the date of the Prospectus, in each case upon written or
telegraphic notice, or oral or telephonic notice confirmed by written or
facsimile notice, by the Underwriters to the Company no later than 12:00 noon,
New York City time, on the business day before the Firm Shares Closing Date or
at least two business days before the Additional Shares Closing Date (as
hereinafter defined), as the case may be, setting forth the number of
Additional Shares to be purchased and the time and date (if other than the Firm
Shares Closing Date) of such purchase.

(c) Certificates in transferable form for the Shares that certain of
the Selling Shareholders agrees to sell pursuant to this Agreement have been
placed in custody with _______ (the "Custodian") for delivery under this
Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody
Agreement") executed by certain of the Selling Shareholders appointing _______
and _______ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each
Selling Shareholder that is a party to the Custody Agreement agrees that (i)
the Shares represented by the certificates held in custody pursuant to the
Custody Agreement are subject to the interests of the Underwriters, the Company
and each other Selling Shareholder that is a party to the Custody Agreement,
(ii) the arrangements made by the Selling Shareholders that are parties to the
Custody Agreement for such custody are, except as specifically provided in the
Custody Agreement, irrevocable, (iii) the appointments of the Custodian and of
the Attorneys-in-Fact are coupled with the interest of the Underwriters and
irrevocable, (iv) the obligations of the Selling Shareholders hereunder and
under the Custody Agreement shall not be terminated by any act of such Selling
Shareholder or by operation of law, whether by the death or incapacity of any
Selling Shareholder or the occurrence of any other event. If any Selling
Shareholder that is a party to the Custody Agreement shall die or be
incapacitated or if any other event shall occur before the delivery of the
Shares hereunder, certificates for the Shares of such Selling Shareholder shall
be delivered to the Underwriters by the Attorneys-in-Fact in accordance with
the terms and conditions of this Agreement and the Custody Agreement as if such
death or incapacity or other event had not occurred, regardless of whether or
not the Attorneys-in-Fact or any Underwriter shall have received notice of such
death, incapacity or other event. Each Attorney-in-Fact is authorized, on
behalf of each of the Selling Shareholders that are parties to the Custody
Agreement, to execute this Agreement and any other necessary documents in
connection with the sale of the Shares to be sold hereunder by such Selling
Shareholder, to make delivery of the certificates for such Shares, to receive
the proceeds of the sale of such Shares, to give receipts for such proceeds, to
pay therefrom any expenses to be borne by such Selling Shareholder in
connection with the sale and public offering of such Shares, to distribute the
balance thereof to such Selling Shareholder, and to take such other action as
may be necessary or desirable in connection with the transactions contemplated
by this Agreement. Each Attorney-in-Fact agrees to perform his duties under
the Custody Agreement.

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(d) Payment of the purchase prices for, and delivery of, the Firm
Shares to be purchased by the Underwriters shall be made at the offices of
Xxxxxxxxx & Company, Inc., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such
other place as shall be agreed upon by the Underwriters, the Company and the
Attorneys-in-Fact, at 10:00 A.M., New York City time, on the third (or, if
pricing occurs after 4:30 p.m., New York City time, on any given day, on the
fourth) business day following the date hereof, or such other time not later
than ten business days after such date as shall be agreed upon by the
Underwriters, the Company and the Attorneys-in-Fact (such time and date of
payment and delivery being herein called the "Firm Shares Closing Date").
Payment shall be made to the Company and the Selling Shareholders or Attorneys-
in-Fact, as the case may be, by certified or official bank check or checks
drawn in New York Clearing House funds (or similar next day funds) payable to
the order of the Company and each of the Selling Shareholders or Attorneys-in-
Fact, as the case may be, respectively, against delivery to the Underwriters of
the Firm Shares.

(e) Payment of the purchase price for, and delivery of, the
Additional Shares to be purchased by the Underwriters shall be made at the
office as set forth above or at such other place as shall be agreed upon by the
Underwriters and the Company at the time and on the date (which may be the same
as, but in no event shall be earlier than, the Firm Shares Closing Date)
specified in the notice referred to in Section 2(b) (such time and date of
delivery and payment being herein called the "Additional Shares Closing Date").
The Firm Shares Closing Date and the Additional Shares Closing Date are called,
individually, the "Closing Date" and together, the "Closing Dates". Payment
shall be made to the Company by certified or official bank check or checks
drawn in New York Clearing House funds (or similar next day funds) payable to
the order of the Company against delivery to the Underwriters of the Additional
Shares.

(f) Certificates representing the Shares shall be in such
denominations and registered in such names as the Underwriters may request in
writing at least two business days before the Firm Shares Closing Date or, in
the case of Additional Shares, on the day of notice of exercise of the option
as described in Section 2(b). The certificates representing the Shares will be
made available for examination and packaging by the Underwriters not later than
1:00 P.M., New York City time, on the last business day prior to the Firm
Shares Closing Date (or the Additional Shares Closing Date in the case of the
Additional Shares) at such place as is designated by the Underwriters.

SECTION 3. COVENANTS OF THE COMPANY.

The Company covenants with each of the Underwriters as follows:

(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Representation Date, and any amendment
thereof, to become effective, as promptly as possible after the filing thereof.
The Company will not file any amendment to the Registration Statement or any
amendment or supplement to the Prospectus to which the Underwriters shall
reasonably object in writing after a reasonable opportunity to review such
amendment or supplement. Subject to the foregoing sentences in this clause
(a), if the Registration Statement has become or becomes effective pursuant to
Rule 430A, or filing of the Prospectus or supplement to the Prospectus is
otherwise required under Rule 424(b), the Company will cause the Prospectus,
properly completed, or such supplement thereto to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Underwriters of such
timely filing. The Company will promptly advise the Underwriters (i) when the
Registration Statement, if not effective at the Representation Date, and any
amendment thereto, shall have become effective, (ii) when the Prospectus, and
any supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (iii) when any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any request by the

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Commission for any amendment of the Registration Statement or supplement to any
Prospectus or for any additional information, (v) of the receipt by the Company
of any notification of, or if the Company otherwise has knowledge of, the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the institution or threatening of any proceeding
for that purpose and (vi) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the lifting
thereof.

(b) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act or the Act Regulations, any event occurs
as a result of which the Prospectus as then amended or supplemented would
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
or if it shall be necessary to amend the Registration Statement or amend or
supplement the Prospectus to comply with the Act or the Act Regulations, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 3, an amendment or supplement
that will correct such statement or omission or effect such compliance.
Neither your consent to, nor your delivery of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section 6.

(c) The Company consents to the use of the Prospectus in accordance
with the provisions of the Act and with the securities or blue sky laws of the
jurisdictions in which the Shares are offered by the Underwriters and by all
dealers to whom Shares may be sold, both in connection with the offering and
sale of the Shares and for such period of time thereafter as the Prospectus is
required by the Act to be delivered in connection with the sales by any
Underwriter or dealer. The Company will comply with all requirements imposed
upon it by the Act, as now and hereafter amended, so far as necessary to permit
the continuance of sales of or dealing in the Shares in accordance with the
provisions hereof and the Prospectus.

(d) As soon as practicable, the Company will make generally available
to its securityholders and to the Underwriters a consolidated earnings
statement or statements of the Company and the Subsidiaries covering a twelve-
month period beginning after the Effective Date that will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act Regulations.

(e) The Company will furnish to the Representatives, without charge,
three signed copies of the Registration Statement (including exhibits thereto
and all documents incorporated by reference therein) and, so long as delivery
of a prospectus by an Underwriter or dealer may be required by the Act or the
Act Regulations, as many copies of the Prospectus and all amendments and
supplements thereto as the Underwriters may reasonably request.

(f) During the period of five years hereafter, the Company will
furnish to you, as soon as practicable after the end of each fiscal year, a
copy of its annual report to shareholders for such year; and the Company will
furnish to you (i) as soon as available, a copy of each report or definitive
proxy statement of the Company filed with the Commission under Exchange Act or
mailed to shareholders, and (ii) from time to time, such other information
concerning the Company as you may reasonably request, provided that prior to
the Company's furnishing any such other information that is nonpublic you shall
enter into such agreement respecting the confidentiality thereof as the Company
may reasonably request.

(g) The Company will not, and will cause each of its executive
officers and directors to enter into agreements with the Underwriters in the
form set forth in Exhibit A to the effect

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that they will not, for a period of 90 days following the date of the
Prospectus, without prior written consent of Xxxxxxxxx & Company, Inc., offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock or any securities
convertible into, or exchangeable for, shares of Common Stock.

(h) The Company will comply with all the provisions of any
undertakings contained in the Registration Statement.

(i) The Company will not at any time, directly or indirectly, take
any action intended, or that might reasonably be expected, to cause or result
in, or that will cause, stabilization of the price of the shares of Common
Stock to facilitate the sale or resale of any of the Shares.

(j) The Company will apply the net proceeds from the offering and
sale of the Shares to be sold by the Company in accordance with the description
set forth in the "Use of Proceeds" section of the Prospectus.

(k) The Company will cooperate with the Underwriters and their
counsel in connection with endeavoring to obtain and maintain the qualification
or registration, or exemption from qualification, of the Shares for offer and
sale under the applicable securities laws of such states and other
jurisdictions of the United States as the Underwriters may designate; provided,
that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action that
would subject it to taxation or general service of process in any jurisdiction
where it is not now so subject.

(l) The Company will cause the Shares to be duly listed on the Nasdaq
National Market.

SECTION 4. COVENANTS OF THE SELLING SHAREHOLDERS.

Each of the Selling Shareholders, severally and not jointly, covenants
with each of the Underwriters as follows:

(a) Such Selling Shareholder shall cooperate to the extent reasonably
necessary to cause the Registration Statement, if not effective at the
Representation Date, and any amendment thereof, to become effective, as
promptly as possible after the filing thereof.

(b) Without prejudice to any rights such Selling Shareholder may have
against the Company, such Selling Shareholder shall pay all Federal and other
taxes, if any, on the transfer or sale of the Shares being sold by such Selling
Shareholder to the Underwriters.

(c) Such Selling Shareholder shall do or perform all things required
to be done or performed by the Selling Shareholder prior to the Firm Shares
Closing Date or any Additional Shares Closing Date, as the case may be, to
satisfy all conditions precedent to the delivery of and the payment for the
Shares pursuant to this Agreement.

(d) Except as would not be unlawful, such Selling Shareholder will
not at any time, directly or indirectly, take any action intended, or that
might reasonably be expected, to cause or result in, or that will cause,
stabilization of the price of the shares of Common Stock to facilitate the sale
or resale of any of the Shares.

(e) Such Selling Shareholder will advise the Representatives
promptly, and if requested by the Representatives will confirm such advice in
writing, of any change in the information relating to such Selling Shareholder
contained in the Registration Statement

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under the caption "Security Ownership of Management and Principal and Selling
Shareholders".

SECTION 5. PAYMENT OF EXPENSES.

The Company will pay, or reimburse if paid by the Underwriters, all
actual and reasonable costs and expenses incident to the performance of the
obligations of the Company under this Agreement, including (i) the fees,
disbursements and expenses of counsel and accountants for the Company and the
Selling Shareholders and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus,
the Prospectus, and any amendments or supplements thereto, and the mailing and
delivery of copies thereof to the Underwriters and dealers; (ii) the cost of
printing the Agreement Among Underwriters, this Agreement, the Selling
Agreement, any Dealer Agreements, the Underwriters' Questionnaire and the Blue
Sky Memorandum (in both preliminary and final form); (iii) all expenses in
connection with qualification of the Shares for offering and sale under state
securities laws, including filing and registration fees and the fees,
disbursements and expenses of counsel for the Underwriters in connection with
such qualification and in connection with blue sky surveys; (iv) the filing
fees incident to securing any required review by the NASD; (v) the cost of
preparing stock certificates; (vi) all fees of the Company's transfer agent and
registrar; (vii) any fees for including the Shares on the Nasdaq National
Market; and (viii) all other costs and expenses incident to the performance of
its obligations hereunder that are not otherwise specifically provided for in
this Section.

If this Agreement is terminated by the Underwriters because of any
failure or refusal on the part of the Company or the Selling Shareholders to
comply with the terms or fulfill any of the conditions of this Agreement, the
Company shall reimburse the Underwriters for all of their reasonable out-of-
pocket expenses, including the reasonable fees and disbursements of counsel for
the Underwriters. The Company shall not in any event be liable to any of the
Underwriters for consequential damages including loss of anticipated profits
from the transactions covered by this Agreement.

SECTION 6. CONDITIONS OF THE UNDERWRITERS' OBLIGATION.

The obligation of the Underwriters to purchase the Shares hereunder is
subject to the continued accuracy of the representations and warranties of the
Company and the Selling Shareholders herein contained, to the accuracy of the
statements of the Company and the Selling Shareholders made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Selling Shareholders of their respective obligations hereunder and to the
following further conditions:

(a) The Registration Statement shall have become effective, and you
shall have received notice thereof, not later than 5:30 p.m., Washington D.C.
time, on the date hereof, or such later time and date as shall be approved by
the Representatives and the Company and shall remain effective at the Closing
Date. No stop order suspending the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings therefor initiated or
threatened by the Commission. No order suspending the effectiveness of the
Registration Statement or the qualification or registration of the Shares under
the securities or blue sky laws of any jurisdiction shall be in effect or
proceedings therefor initiated or threatened by the Commission or the
authorities of any such jurisdiction. If the Company has elected to rely upon
Rule 430A, the price of the Shares and any price-related or other information
previously omitted from the effective Registration Statement pursuant to Rule
430A shall have been transmitted to the Commission for filing pursuant to Rule
424(b) within the prescribed time period, and, prior to the Closing Date, the
Company shall have provided evidence satisfactory to the Underwriters of such
timely filing, or a post-effective amendment providing such

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information shall have been promptly filed and declared effective in accordance
with the requirements of Rule 430A.

(b) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business, properties,
condition (financial or other) or results of operations of the Company and the
Subsidiaries, taken as a whole, which, in the reasonable judgment of the
Underwriters, materially impairs the investment quality of the Shares and
constitutes a Material Adverse Effect; (ii) any material loss or interference
with the business or properties of the Company or any of the Subsidiaries from
fire, explosion, flood or other casualty, whether or not covered by insurance,
or from any labor dispute or any court or legislative or other governmental
action, order or decree, that is not set forth in the Registration Statement
and the Prospectus, if in the reasonable judgment of the Underwriters any such
development makes it impracticable or inadvisable to proceed with completion of
the sale of and payment for the Shares; (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market System, or any setting of minimum prices for trading on such
exchange or system, or any suspension of trading of any securities of the
Company on any exchange or system or in the over-the-counter market; (iv) any
banking moratorium declared by federal or New York authorities; or (v) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the reasonable judgment of the
Underwriters, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Shares.

(c) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there shall have been no
litigation or other proceeding instituted against the Company or any of the
Subsidiaries or any of their respective officers or directors in their
capacities as such, before or by any federal, state or local court, commission,
regulatory body, administrative agency or other governmental body, domestic or
foreign, or arbitrator, in which litigation or proceeding an unfavorable
ruling, decision or finding would have a Material Adverse Effect.

(d) Each of the representations and warranties of the Company
contained herein shall be true and correct in all material respects at the
Closing Date, as if made at the Closing Date, and all covenants and agreements
contained herein to be performed on the part of the Company, and all conditions
contained herein to be fulfilled or complied with by the Company at or prior to
the Closing Date, shall have been duly performed, fulfilled or complied with.

(e) Each of the representations and warranties of each of the Selling
Shareholders contained herein shall be true and correct in all material
respects at the Closing Date, as if made at the Closing Date, and all covenants
and agreements contained herein to be performed on the part of each of the
Selling Shareholders, and all conditions contained herein to be fulfilled or
complied with by each of the Selling Shareholders at or prior to the Closing
Date, shall have been duly performed, fulfilled or complied with, and the
Representatives shall have received a certificate to such effect, dated the
Closing Date and signed by or on behalf of each Selling Shareholder.

(f) The Underwriters shall have received an opinion from Jenkens &
Xxxxxxxxx, A Professional Corporation, counsel for the Company, satisfactory in
form and substance to counsel for the Underwriters, dated as of each Closing
Date, to the effect set forth in Exhibit B.

(g) The Underwriters shall have received a favorable opinion, dated
as of each Closing Date, of Fulbright & Xxxxxxxx L.L.P., counsel for the
Underwriters, with respect to

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such matters as may be reasonably requested by the Underwriters, and you shall
have provided such counsel with such papers and information as they may
reasonably request to enable them to provide such opinion.

(h) On the Firm Shares Closing Date, the Underwriters shall have
received (i) a certificate from an individual authorized to deliver such a
certificate on behalf of Belmont Fund, Belmont Capital and Fidelity Fund,
satisfactory in form and substance to counsel for the Underwriters, dated as of
the Firm Shares Closing Date, and (ii) an opinion from legal counsel to each of
the other Selling Shareholders, satisfactory in form and substance to counsel
for the Underwriters, dated as of the Firm Shares Closing Date, to the effect
set forth in Exhibit C.

(i) The following conditions contained in clauses (i), (ii) and (iii)
of this Section 6(i) shall have been satisfied on and as of each Closing Date
and the Company shall have furnished to the Underwriters a certificate of the
Company, signed by the President and the principal financial or accounting
officer of the Company, dated such Closing Date to the effect that the signers
of such certificate have carefully examined the Registration Statement, the
Prospectus, any supplement or amendment to the Prospectus, and this Agreement
and that:

(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied all the
conditions under this Agreement on its part to be performed or satisfied
at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge, threatened;
and

(iii) since the date of the most recent financial statements
included in the Prospectus, there has been no change that would have a
Material Adverse Effect.

(j) At the Representation Date and at each Closing Date, KPMG Peat
Marwick LLP, Xxxxxxx, Xxxxxxxx & Co. and Coopers & Xxxxxxx L.L.P. shall have
furnished to the Underwriters a letter or letters, dated respectively as of the
date of this Agreement and each Closing Date, in form and substance
satisfactory to the Underwriters, containing statements and information of the
type customarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial and statistical
information pertaining to the Company and the Subsidiaries contained in the
Registration Statement and the Prospectus.

(k) At the Representation Date, the Company shall have furnished to
the Underwriters a letter substantially in the form of Exhibit A hereto from
each executive officer and director of the Company, addressed to the
Underwriters, in which each such person or entity agrees not to offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or announce
an offering of, any shares of Common Stock beneficially owned by such person or
entity or any securities convertible into, or exchangeable for, shares of
Common Stock for a period of 90 days following the date of the Prospectus
without the prior written consent of Xxxxxxxxx & Company, Inc.

(l) At the Closing Date, counsel for the Underwriters shall have been
furnished with such information, certificates and documents as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Shares as contemplated herein and related proceedings, or to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained, or otherwise in
connection with the offering contemplated hereby; and all opinions and
certificates mentioned above or

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elsewhere in this Agreement shall be reasonably satisfactory in form and
substance to the Underwriters and counsel for the Underwriters.

(m) At the time of the closing of the offering of the Firm Shares,
simultaneous closings occur with respect to (i) the offering by the Company of
$130,000,000 of its % Senior Notes due February 1, 2007 (the "Notes"), and
(ii) the acquisition by the Company of substantially all of the U.S. land-based
well servicing operations of Pride Petroleum Services, Inc. ("Pride") pursuant
to a purchase agreement, dated as of December 23, 1996, between the Company and
Pride (the "Pride Acquisition").

If any condition specified in this Section 6 shall not have been
fulfilled in all material respects when and as required to be fulfilled, this
Agreement may be terminated by the Underwriters by notice to the Company and
the Selling Shareholders and such termination shall be without liability of any
party to any other party except as provided in Section 5.

SECTION 7. CONDITIONS OF THE COMPANY'S AND THE SELLING SHAREHOLDERS'
OBLIGATIONS.

The obligations of the Company and the Selling Shareholders to issue and
sell the Firm Shares hereunder is subject to the conditions that, at the time
of the closing of the offering of the Firm Shares, simultaneous closings occur
with respect to (i) the offering by the Company of the Notes and (ii) the Pride
Acquisition.

SECTION 8. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify, defend and hold harmless each
Underwriter and its respective officers, shareholders, employees and directors
and any person who controls any Underwriter within the meaning of Section 15 of
the Act from and against any loss, expense, liability or claim (including the
reasonable cost of investigating such claim) that, jointly or severally, any
such Underwriter or any such officer, shareholder, employee, director or
controlling person may incur under the Act, the Exchange Act or otherwise, as
such expenses are incurred, insofar as such loss, expense, liability or claim
arises out of or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof) or
any omission or alleged omission to state a material fact required to be stated
in such Registration Statement or necessary to make the statements made therein
not misleading or any untrue statement or alleged untrue statement of a
material fact contained in a Prospectus (the term Prospectus for the purpose of
this Section 8 being deemed to include any Preliminary Prospectus, the
Prospectus, the Prospectus as amended or supplemented and any document filed
under the Exchange Act and incorporated by reference into the Prospectus) or
any omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
the Company will not be liable in any such case to the extent any such loss,
expense, liability or claim arises out of or is based upon any untrue statement
or omission or alleged untrue statement or omission that has been made therein
or omitted therefrom in reliance upon and in conformity with the information
provided in writing to the Company by or on behalf of any Underwriter,
expressly for use in the Registration Statement or the Prospectus; and
provided, further that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any Preliminary Prospectus, the
indemnity agreement contained in this Section 8(a) shall not inure to the
benefit of any such indemnified Underwriter or its respective officers,
shareholders, employees and directors, and the Company shall not be liable to
any such indemnified Underwriter or its respective officers, shareholders,
employees and directors, from whom the person asserting any such losses,
claims, damage, or liabilities purchased the Shares concerned, to the extent
that any such loss, claim, damage or liability of such indemnified Underwriter
or its respective officers, shareholders, employees and directors results from
the

-18-
19
fact that there was not sent or given to such person at or prior to the written
confirmation of the sale of such shares to such person, a copy of the
Prospectus, as the same may be amended or supplemented, and the untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact in such Preliminary Prospectus was corrected
in such Prospectus and the Company had previously furnished copies thereof to
such indemnified Underwriter on a timely basis to permit the Prospectus (as the
same may be amended or supplemented) to be sent or given. The Company agrees
that the only such information provided in writing by or on behalf of any
Underwriter to the Company, expressly for use in the Registration Statement or
the Prospectus, is that information contained in the table and the second,
fifth, eighth and tenth paragraphs following the table in the section of the
Prospectus entitled "Underwriting" and the last paragraph on the cover page of
the Prospectus. The foregoing indemnity agreement shall be in addition to any
liability that the Company may otherwise have.

(b) Each Selling Shareholder agrees severally and not jointly to
indemnify, defend and hold harmless each Underwriter and its respective
officers, shareholders, employees and directors and any person who controls any
Underwriter within the meaning of Section 15 of the Act from and against any
loss, expense, liability or claim (including the reasonable cost of
investigating such claim) that, jointly or severally, any such Underwriter or
any such officer, shareholder, employee, director or controlling person may
incur under the Act, the Exchange Act or otherwise, as such expenses are
incurred, insofar as such loss, expense, liability or claim arises out of or is
based upon any untrue statement or alleged untrue statement of a material fact
or any omission or alleged omission to state a material fact required to be
stated in such Registration Statement or necessary to make the statements made
therein not misleading or any untrue statement or alleged untrue statement of a
material fact contained in a Prospectus (the term Prospectus for the purpose of
this Section 8 being deemed to include any Preliminary Prospectus, the
Prospectus, the Prospectus as amended or supplemented and any document filed
under the Exchange Act and incorporated by reference into the Prospectus) or
any omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, to the extent that
any untrue statement or omission was made in reliance upon and in conformity
with any information furnished to the Company by or on behalf of such Selling
Shareholder expressly for use in the Registration statement (or in the
Registration Statement as amended by any post-effective amendment thereof);
provided, however, that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any Preliminary Prospectus, the
indemnity agreement contained in this Section 8(b) shall not inure to the
benefit of any such indemnified Underwriter or its respective officers,
shareholders, employees and directors, and the Selling Shareholders shall not
be liable to any such indemnified Underwriter or its respective officers,
shareholders, employees and directors, from whom the person asserting any such
losses, claims, damage, or liabilities purchased the Shares concerned, to the
extent that any such loss, claim, damage or liability of such indemnified
Underwriter or its respective officers, shareholders, employees and directors
results from the fact that there was not sent or given to such person at or
prior to the written confirmation of the sale of such shares to such person, a
copy of the Prospectus, as the same may be amended or supplemented, and the
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact in such Preliminary Prospectus was
corrected in such Prospectus and the Company had previously furnished copies
thereof to such indemnified Underwriter on a timely basis to permit the
Prospectus (as the same may be amended or supplemented) to be sent or given,
and provided further, that the liability of each Selling Shareholder pursuant
hereto shall not exceed an amount equal to the net proceeds received by such
Selling Shareholder from the sale of its Shares hereunder to the Underwriters.

(c) Each Underwriter agrees to indemnify, defend and hold harmless
(i) each Selling Shareholder and its officers, partners, shareholders,
employees and directors and any person

-19-
20
who controls such Selling Shareholder within the meaning of Section 15 of the
Act, and (ii) the Company and its officers, shareholders, employees and
directors and any person who controls the Company within the meaning of Section
15 of the Act, from and against any loss, expense, liability or claim
(including the reasonable cost of investigating such claim) that (i) the
Selling Shareholders or any such officers, partners, shareholders, employees
and directors and any such controlling person, or (ii) the Company or any such
officer, shareholder, employee, director or controlling person may incur under
the Act, the Exchange Act or otherwise to the same extent as the provisions of
Section 8(a) above, but only insofar as such loss, expense, liability or claim
arises out of or is based upon any untrue statement or omission or alleged
untrue statement or omission made in reliance or in conformity with information
relating to such Underwriter furnished in writing to the Company by or on
behalf of such Underwriter, expressly for use in the Registration Statement or
the Prospectus. The Company agrees that the only information provided in
writing by or on behalf of the Underwriters to the Company, expressly for use
in the Registration Statement or the Prospectus, is that information contained
in the table and the second, fifth, eighth and tenth paragraphs following the
table in the section of the Prospectus entitled "Underwriting" and the last
paragraph on the cover page of the Prospectus.

(d) If any action is brought against an indemnified party under this
Section 8, the indemnified party or parties shall promptly notify the
indemnifying party in writing of the institution of such action (provided that
the failure to give such notice shall not relieve the indemnifying party of any
liability that it may have pursuant to this Agreement, unless and to the extent
the indemnifying party did not otherwise learn of such action and such failure
has resulted in the forfeiture of substantive rights or defenses by the
indemnifying party) and the indemnifying party shall assume the defense of such
action, including the employment of counsel and payment of reasonable expenses.
The indemnified party or parties shall have the right to employ its or their
own counsel in any such case, but the fees and expenses of such counsel shall
be at the expense of the indemnified party or parties unless (i) the employment
of such counsel shall have been authorized in writing by the indemnifying party
in connection with the defense of such action, (ii) the indemnifying party
shall not have employed counsel reasonably satisfactory to the indemnified
party to take charge of the defense of such action within a reasonable time
after notice of the institution of such action, (iii) such indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them that are different from or additional to those available to the
indemnifying party or (iv) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict
of interest (in which case the indemnifying party shall not have the right to
direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
indemnifying party and paid as incurred; provided that the indemnifying party
shall only be responsible for the fees and expenses of one counsel for the
indemnified party or parties hereunder. Anything in this paragraph to the
contrary notwithstanding, the indemnifying party shall not be liable for any
settlement of any such claim or action effected without its written consent,
which consent shall not be unreasonably withheld.

(e) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a), (b) or (c) of this
Section 8 in respect of any losses, damages, expenses, liabilities or claims
referred to therein, then each applicable indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, expenses, liabilities or claims (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, the
Selling Shareholders and the Underwriters from the offering of the Shares or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the indemnifying parties and the indemnified party in connection with the
statements or omissions that resulted in such losses, expenses, liabilities or
claims, as well as any other relevant equitable considerations. The

-20-
21
relative benefits received by the Company, the Selling Shareholders and the
Underwriters shall be deemed to be in the same proportion as the total proceeds
from the offering of the Shares (net of underwriting discounts and commissions
but before deducting expenses) received by the Company or the Selling
Shareholders, as the case may be, bear to the total underwriting discounts and
commissions received by the Underwriters. The relative fault of the Company,
the Selling Shareholders and of the Underwriters shall be determined by
reference to, among other things, whether the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission relates to
information supplied by the Company, the Selling Shareholders or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, expenses, liabilities and
claims referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any claim or action.

(f) The Company, the Selling Shareholders and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this
Section 8 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in Section 8(e) above. Notwithstanding the provisions of this Section 8, no
Underwriter shall be required to contribute any amount in excess of the total
underwriting discount applicable to the Shares purchased by such Underwriter
and no Selling Shareholder shall be required to contribute any amount in excess
of the net proceeds received by such Selling Shareholder from the sale of its
Shares to the Underwriters hereunder. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY.

The respective indemnity and contribution agreements contained in
Section 8, and the covenants, representations and warranties of the Company and
the Selling Shareholders contained in this Agreement or contained in
certificates of officers of the Company or the Selling Shareholders submitted
pursuant hereto, shall remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter or any of its respective officers, employees, directors,
shareholders or any person who controls any Underwriter, or by or on behalf of
the Company or the Selling Shareholders or any of the officers or directors or
any controlling person of the Company or the Selling Shareholders, as the case
may be, and will survive delivery of and payment for the Shares.

SECTION 10. DEFAULT OF UNDERWRITERS.

If any Underwriter or Underwriters default in their obligations to
purchase Shares hereunder on either the Firm Shares Closing Date or the
Additional Shares Closing Date and the aggregate number of Shares that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total number of Shares that the Underwriters are obligated to
purchase on such Closing Date, the Representatives may make arrangements
satisfactory to the Company and the Selling Shareholders for the purchase of
such Shares by other persons, including any of the Underwriters, but if no such
arrangements are made by such Closing Date the non-defaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Shares that such defaulting Underwriters agreed but
failed to purchase on such Closing Date. If any Underwriter or Underwriters so
default and the aggregate number of Shares with respect to which such default
or defaults occur exceeds 10% of the total number of Shares that the
Underwriters are obligated to purchase on such Closing Date and arrangements
satisfactory to the Representatives, the Company and the Selling Shareholders
for the purchase of such Shares by other persons are not made within 36 hours
after such default, this Agreement will

-21-
22
terminate without liability on the part of any non-defaulting Underwriter or
the Company or the Selling Shareholders, except as provided in this Section 10
(provided that if such default occurs with respect to the Additional Shares
after the Firm Shares Closing Date, this Agreement will not terminate as to the
Firm Shares). As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.

SECTION 11. NOTICES.

All notices and other communications hereunder will be in writing and
shall be deemed to have been duly given if mailed or transmitted by standard
form of telecommunication. Notices to the Underwriters shall be directed to
the Underwriters in care of Xxxxxxxxx & Company, Inc. at 00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, attn: Xxxxx Xxxxx, Esq., with a copy
to Xxxxxxx X. Xxxxxxx, Xxxxxxxxx & Xxxxxxxx L.L.P., 0000 XxXxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxx 00000-0000; if sent to the Company, directed to Xxxxxx
Production Services, Inc., 000 X.X. Xxxx 000, Xxxxx 000, Xxx Xxxxxxx, Xxxxx
00000, attn: Xxxxxxx X. Xxxxxx, with a copy to X. Xxxxxxx Xxxx, Xxxxxxx &
Xxxxxxxxx, A Professional Corporation, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx 00000; and if to the Selling Shareholders, directed to the Attorneys-in-
Fact, c/x Xxxxxx Production Services, Inc., 000 X.X. Xxxx 000, Xxxxx 000, Xxx
Xxxxxxx, Xxxxx 00000, with a copy to X. Xxxxxxx Xxxx, Xxxxxxx & Xxxxxxxxx, A
Professional Corporation, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
and to each of Fidelity Capital & Income Fund, Belmont Capital Partners II,
L.P., and Belmont Fund, L.P., Fidelity Investments, 00 Xxxxxxxxxx Xxxxxx -
X00X, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Portfolio Manager, with a copy to
Xxxxxx Xxxxxxx-Xxxxx, Esq., Fidelity Investments, 00 Xxxxxxxxxx Xxxxxx - X00X,
Xxxxxx, Xxxxxxxxxxxxx 00000.

SECTION 12. PARTIES.

This Agreement shall inure to the benefit of and be binding upon the
Underwriters, the Company and the Selling Shareholders and their respective
successors and legal representatives. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to provide any person, firm or
corporation, other than the Underwriters, the Company and the Selling
Shareholders and their respective successors and legal representatives and the
controlling persons, officers, employees, directors and shareholders referred
to in Sections 8 and 9 and their respective heirs and legal representatives,
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein or therein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the Underwriters, the Company and the Selling Shareholders and their
respective successors and legal representatives, and such controlling persons,
shareholders, officers and directors and their respective heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Shares from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME.

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be performed
in such State. Specified times of day refer to New York time, unless otherwise
specified.

SECTION 14. COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

-22-
23
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the Company, the Underwriters and the Selling Shareholders in
accordance with its terms.

Very truly yours,

XXXXXX PRODUCTION SERVICES, INC.

By:
-------------------------------------

Name:
-----------------------------------

Title:
----------------------------------

Belmont Capital Partners II, L.P.

By: Fidelity Capital Partners II Corp.,
as General Partner

By:
-------------------------------------

Name:
-----------------------------------

Title:
----------------------------------

Belmont Fund, L.P.

By: Fidelity Management Trust Company,
pursuant to a Power of Attorney for
Fidelity International Services
Limited, Managing General Partner

By:
-------------------------------------

Name:
-----------------------------------

Title:
----------------------------------

-00-
00
Xxxxxxxx Xxxxxx Xxxxxx Trust: Fidelity
Capital & Income Fund

By: , Trustee
-----------------

By:
-----------------------------------

Name:
---------------------------------

Title:
--------------------------------

Each of the Selling Shareholders named
in Schedule 1 hereto (excluding
Belmont Fund, L.P., Belmont Capital
Partners II, L.P. and Fidelity
Summer Street Trust: Fidelity Capital
& Income Fund):

By:
-----------------------------------
Attorney-in-Fact

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

XXXXXXXXX & COMPANY, INC.
XXXXXXXX XXXXXX REFSNES, INC.
SOUTHCOAST CAPITAL CORPORATION
As Representatives of
the Several Underwriters

By: Xxxxxxxxx & Company, Inc.

By:
-----------------------------

Name:
----------------------------

Title:
---------------------------

-24-
25
SCHEDULE 1

SELLING SHAREHOLDERS

NUMBER OF
FIRM SHARES
SELLING SHAREHOLDER TO BE SOLD
------------------- -------------

Belmont Capital Partners II, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608,321
Belmont Fund, L.P. 86,903
Fidelity Summer Street Trust: Fidelity Capital & Income Fund . . . . . . . . . . . . . . . 117,536
Triad Ventures Limited II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,600
Boston Safe Deposit FBO 303 Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,450
Xxxxxx & Company FBO Detroit Policeman/Fireman . . . . . . . . . . . . . . . . . . . . . . 47,713
Trussal & Company FBO MERS of Michigan . . . . . . . . . . . . . . . . . . . . . . . . . . 46,150
Ell & Company FBO NCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,136
Lark & Company FBO Arkansas Teacher Retirement . . . . . . . . . . . . . . . . . . . . . . 39,050
Ell & Company FBO AT&T Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,625
How & Company FBO Columbia Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,650
NSCC FBO Pontiac Police/Fire Department . . . . . . . . . . . . . . . . . . . . . . . . . . 5,200
Topworks & Company FBO Xxxxxxxxxx County Growth . . . . . . . . . . . . . . . . . . . . . . 5,050
X.X. Xxxxxxx, Xx. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,300
Boston Safe Deposit FBO Fairfax County Public Schools . . . . . . . . . . . . . . . . . . . 4,000
Ell & Company FBO Xxxxxx Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,250
Xxxx. & Company FBO Xxxx Foundation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300
Iowa State University Foundation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200
Xxxxxxx & Company FBO Xxxxxxxx Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200
Xxxxxx & Company FBO Xxxxxx Xxxxxxx Glass via Part Trust . . . . . . . . . . . . . . . . . 1,100
Xxxxxx & Company FBO Xxxxxx Xxxxxxx Glass Trust . . . . . . . . . . . . . . . . . . . . . . 1,100
Pitt & Company FBO Tracor, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850
MAC & Company FBO SEIU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750
NSCC FBO City of Pontiac General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750
Xxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 623
Pitt & Company FBO GCIU Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Xxxxxx & Company FBO Iron Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
---------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,206,807
=========

-25-
26
SCHEDULE 2

UNDERWRITERS

NUMBER OF
FIRM SHARES
NAME OF UNDERWRITER TO BE PURCHASED
------------------- -----------------

Xxxxxxxxx & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Xxxxxxxx Xxxxxx Refsnes, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Southcoast Capital Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .
---------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,706,807
=========

-26-
27
SCHEDULE 3

SUBSIDIARIES

Name Jurisdiction Ownership (%)
----------------------------------------- ------------------------------ -------------------

Xxxxxx Companies, Inc. Texas 100%
Xxxxxx Production Services de Mexico, S.A. Mexico 100%

-27-
28
EXHIBIT A

February __, 1997

Xxxxxxxxx & Company, Inc.
Xxxxxxxx Xxxxxx Refsnes, Inc.
Southcoast Capital Corporation
As Representatives of the Several Underwriters
c/x Xxxxxxxxx & Company, Inc.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000

Dear Sirs:

The undersigned has been informed that you, as representatives of the
underwriters (the "Underwriters"), are planning to enter into an Underwriting
Agreement (the "Underwriting Agreement") with Xxxxxx Production Services, Inc.,
a Texas corporation (the "Company"), and the Selling Shareholders (as such term
is defined therein) providing for the purchase by the Underwriters of an
aggregate of 4,706,807 shares of the Company's common stock, $.01 par value
(the "Common Stock"), with the right to purchase up to 706,021 additional
shares of Common Stock to cover over-allotments.

To induce you to enter into this Underwriting Agreement and in
consideration of the purchase and public offering by you of such shares of
Common Stock (which the undersigned considers to be in the best interests of
the Company and its shareholders and to the undersigned's benefit), the
undersigned agrees with the Underwriters that for a period of 90 days from the
date of the final Prospectus relating to such sale of Common Stock covered by
the Underwriting Agreement, the undersigned will not without Xxxxxxxxx &
Company, Inc.'s prior written consent, or unless pursuant to bona fide gifts to
persons or entities who agree to be bound by the provisions of this letter,
offer, sell or contract to sell, or otherwise dispose of, directly or
indirectly, or announce an offering of, any shares of Common Stock beneficially
owned by the undersigned or any securities convertible into, or exchangeable
for, shares of Common Stock.

Very truly yours,

A-1
29
EXHIBIT B

(i) the Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Texas, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus;

(ii) each Subsidiary has been duly organized and is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation and has full corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus;

(iii) each of the Company and the Subsidiaries is duly registered and
qualified to conduct its business and is in good standing in each jurisdiction
where the nature or location of its properties (owned or leased) or the conduct
of its business requires such registration or qualification, except where the
failure so to register or qualify would not have a Material Adverse Effect;

(iv) all the outstanding shares of capital stock of each Subsidiary
have been duly authorized and validly issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Prospectus, all
outstanding shares of capital stock of each such Subsidiary are owned of record
and, to such counsel's knowledge, beneficially by the Company, either directly
or through a wholly-owned subsidiary of the Company, free and clear of any
perfected security interests and, to such counsel's knowledge, any other
security interests, liens, encumbrances, equities, other rights to purchase or
other claims;

(v) except as described in the Registration Statement and the
Prospectus, there are no preemptive or other rights to subscribe for or to
purchase shares of capital stock of the Company pursuant to any statute, the
articles of incorporation or bylaws of the Company or, to such counsel's
knowledge, any agreement or other instrument to which the Company is a party as
to which any person can successfully maintain an action, suit or proceeding
against the Company for violation of his or her preemptive rights with respect
to the issuance of any shares of capital stock of the Company;

(vi) to such counsel's knowledge, there is no pending or threatened
action, suit or proceeding before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of the Subsidiaries
required to be disclosed in the Prospectus that is not adequately disclosed in
the Prospectus;

(vii) to such counsel's knowledge, there is no contract or other
document required to be described in the Registration Statement or Prospectus,
or to be filed as an exhibit, that is not described or filed as required;

(viii) all of the Company's issued and outstanding capital stock has
been duly authorized and validly issued and is fully paid and non-assessable as
of the date hereof and the authorized capital stock of the Company conforms in
all material respects to the descriptions thereof under the caption
"Description of Capital Stock" in the Prospectus;

B-1
30
(ix) the Registration Statement has become effective under the Act;
any required filing of the Prospectus, and any supplements thereto, pursuant to
Rule 424(b) has been made in the manner and within the time period required by
Rule 424(b); to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued, no proceedings for
that purpose have been instituted or threatened, and the Registration Statement
and the Prospectus (other than the financial statements and supporting
schedules contained therein as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the Act and
the applicable Act Regulations; and such counsel has no reason to believe that
at the Effective Date the Registration Statement contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(x) the statements in the Registration Statement and Prospectus,
insofar as they are descriptions of contracts, agreements or other legal
documents, are accurate in all material respects and present fairly the
information required to be shown;

(xi) this Agreement has been duly authorized, executed and delivered
by the Company and the Company has full corporate power and authority to enter
into this Agreement;

(xii) no consent, approval, authorization or order of any court or
governmental agency or body is required in connection with the consummation of
the transactions contemplated hereby, except such as have been obtained under
the Act and such as may be required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Shares by the
Underwriters and such other approvals (specified in such opinion) as have been
obtained;

(xiii) neither the execution and delivery of this Agreement, nor the
consummation of any other of the transactions herein contemplated, nor the
fulfillment of the terms hereof, will result in a breach of, or constitute a
default under, (a) the terms of any indenture or other agreement or instrument
(i) to which the Company or any of the Subsidiaries is a party or by which it
is bound and (ii) that is either filed as an exhibit to the Registration
Statement or is identified to such counsel as being material to the Company and
the Subsidiaries, taken as a whole, and listed on a schedule to such counsel's
opinion, (b) any law, statute, rule, order, regulation or decree of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of the Subsidiaries of which such counsel
is aware and that is known by such counsel to be applicable to the Company or
any of the Subsidiaries (where such conflict, breach or default would have a
Material Adverse Effect) or (c) the articles of incorporation or by-laws of the
Company;

(xiv) the Purchase Agreement, dated as of December 23, 1996 (the
"Purchase Agreement"), between the Company and Pride Petroleum Services, Inc.
has been duly authorized, executed and delivered by the Company;

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(xv) the execution, delivery and performance of the Purchase Agreement
and the consummation of the transactions contemplated thereby have not and will
not result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the Company
or any Subsidiary or any of their properties, or any agreement or instrument
known to such counsel to which the Company or any Subsidiary is a party or by
which the Company or any Subsidiary is bound or to which any of the properties
of the Company or any Subsidiary is subject, or the charter or bylaws of the
Company or any Subsidiary, which breach, violation or default would have a
Material Adverse Effect;

(xvi) the Shares have been duly and validly authorized by the Company
for issuance, and the Company has full corporate power and authority to issue,
sell and deliver the Shares; and, when the Shares are issued and delivered
against payment therefor as provided by this Agreement, the Shares will have
been validly issued and will be fully paid and nonassessable, and the issuance
of such Shares will not be subject to any statutory preemptive rights or
similar statutory rights or, to such counsel's knowledge, any other preemptive
or similar rights;

(xvii) the certificates for the Shares are in due and proper form under
Texas law and the by-laws of the Company and conform with the form of
certificates duly authorized by the Board of Directors of the Company;

(xviii) the Shares, when issued, will conform in all material
respects to the description thereof contained in the Prospectus and the
Registration Statement under the caption "Description of Capital Stock";

(xix) to such counsel's knowledge, no holder of any securities of the
Company or any other person has the right, contractual or otherwise, to cause
the Company to sell or otherwise issue to such person, or to permit such person
to underwrite the sale of, any of the Shares or the right to have any Common
Stock or other securities of the Company included in the Registration Statement
or the right, as a result of the filing of the Registration Statement, to
require registration under the Act of any shares of Common Stock or other
securities of the Company that has not been waived or lapsed; and

(xx) the Company is not an "investment company" as defined under the
Investment Company Act or 1940 or subject to registration under the Investment
Company Act of 1940.

In addition, such counsel shall also state that such counsel has
participated in conferences with representatives of the Underwriters, officers
and other representatives of the Company and representatives of the independent
certified public accountants of the Company and the Subsidiaries at which
conferences the contents of the Registration Statement and the Prospectus and
related matters were discussed and that, although such counsel is not passing
upon and does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the
Prospectus (except as set forth in clauses (viii), (x) and (xvi) of this
Exhibit B), on the basis of the foregoing (relying as to materiality upon
officers and other representatives of the Company), no facts have come to the
attention of such counsel that lead such counsel to believe that the
Registration Statement at the time it became effective or at the Representation
Date and the

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Closing Date contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading or that the
Prospectus, at the Representation Date (unless the term "Prospectus" refers to
a prospectus that has been provided to the Underwriters by the Company for use
in connection with the offering of the Shares that differs from the Prospectus
on file at the Commission at the Representation Date, in which case at the time
it is first provided to the Underwriters for such use) or at the Closing Date,
contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, that such counsel need not
express any comment with respect to the financial statements and schedules
contained therein, including the notes thereto, the auditors' report thereon
and the related summary of accounting policies.

The opinions of such counsel relate solely to, are based solely upon and
are limited exclusively to the laws of the State of Texas and the federal laws
of the United States of America, to the extent applicable.

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EXHIBIT C

(i) the Agreement and the Custody Agreement have each been duly
executed and delivered by or on behalf of the Selling Shareholder;

(ii) the Custody Agreement is a valid and binding agreement of such
Selling Shareholder enforceable against such Selling Shareholder in accordance
with its terms except (a) as limited by any applicable bankruptcy, insolvency,
reorganization or other law relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (c) as
such enforceability of rights to indemnity and contribution hereunder may be
limited under applicable securities laws;

(iii) to such counsel's knowledge, such Selling Shareholder has full
legal right, power and authorization, and any approval required by law (except
such as may be required under the Act or such as may be required by the NASD or
under state securities or blue sky laws governing the purchase and distribution
of the Shares), to sell, assign, transfer and deliver valid and marketable
title to the Shares;

(iv) to such counsel's knowledge the execution and delivery of the
Agreement and the Custody Agreement by or on behalf of such Selling Shareholder
and the consummation of the transactions contemplated thereby will not conflict
with or violate, result in a breach of or constitute a default under the terms
or provisions of any agreement, indenture, mortgage or other instrument known
to such counsel to which such Selling Shareholder is a party or by which it or
any of its assets or property is bound, or any court order or decree or any
laws, rule, or regulation (except such as may be required under the Act or such
as may be required by the NASD or under state securities or blue sky laws
governing the purchase and distribution of the Shares) applicable to such
Selling Shareholder or to any of the property or assets of such Selling
Shareholder, which breach, default or violation would impair such Selling
Shareholder's ability to perform under the Agreement or the Custody Agreement
and would have any material adverse impact on the Company or the Underwriters
under the Agreement or the Custody Agreement; and

(v) upon delivery of the Shares that such Selling Shareholder has
agreed to sell pursuant to the Agreement and payment therefor as contemplated
therein and assuming the Underwriters are acquiring the Shares in good faith
without notice of any adverse claims, the Underwriters will acquire valid and
marketable title to such Shares free and clear of any adverse claims.

C-1

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1 DAWSON PRODUCTION SERVICES, INC. (A TEXAS CORPORATION) 5,206,807 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT

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