BY AND AMONG POOL COMPANY AS BUYER,

1
Exhibit 10.2

PURCHASE AGREEMENT

BY AND AMONG

POOL COMPANY

AS BUYER,

R & H WELL SERVICE, INC.

AS THE COMPANY,

TREY SERVICES, INC.

AS TREY

AND

XXXXX X. XXXXXXXXX

AS SELLER

DATED AS OF OCTOBER 10, 1997
2

TABLE OF CONTENTS

1. SALE AND TRANSFER OF THE TREY SHARES AND THE ASSETS; PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . 1
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1.1 Sale and Transfer of the Shares and the Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
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1.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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1.3 New Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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2. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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3. REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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3.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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3.2 Validity of Agreement; Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
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3.3 No Approvals or Notices Required; No Conflict with Instruments . . . . . . . . . . . . . . . . . . . 4
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3.4 Financial Information and Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . 4
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3.5 Title to Properties; Absence of Liens and Encumbrances . . . . . . . . . . . . . . . . . . . . . . . 6
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3.6 Properties, Contracts, Permits and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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3.7 Defects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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3.8 Accounts Receivable; Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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3.9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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3.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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3.11 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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3.12 Conduct of Business in Compliance with Regulatory and Contractual Requirements . . . . . . . . . . . 9
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3.13 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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3.14 Environmental, Health and Safety Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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3.15 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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3.16 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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3.17 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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3.18 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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3.19 Employee Benefit Plans and Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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3.20 Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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3.21 Title IV Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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3.22 Multi-employer Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.23 Welfare Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.24 Fines and Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.25 Transactions With Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.26 Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.27 Foreign Corrupt Practices Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3.28 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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4. REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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4.1 Due Organization; Good Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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4.2 Authorization and Validity of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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4.3 No Approvals or Notices Required; No Conflict with Instruments . . . . . . . . . . . . . . . . . . . 15
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4.4 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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4.5 Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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5. COVENANTS; ACTIONS PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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5.1 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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5.2 Conduct of the Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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5.3 Restrictions on Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
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5.4 Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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5.5 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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5.6 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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5.7 Acquisition Proposals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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5.8 Public Announcements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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5.9 Amendment of Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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5.10 Title Insurance Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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6.1 Conditions Precedent to Obligations of All Parties . . . . . . . . . . . . . . . . . . . . . . . . . 21
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(a) No Governmental Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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(b) Consulting Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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(c) Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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(d) Xxxx-Xxxxx-Xxxxxx Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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6.2 Conditions Precedent to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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(a) Accuracy of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 21
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(b) Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(c) Actions and Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(d) Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(e) Licenses and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(f) Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(g) Opinion of Counsel to Trey, Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(h) Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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(i) Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(j) Facts or Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(k) Non-Competition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(l) Transfer of Certain Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(m) Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(n) Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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(o) Norton Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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(p) The Company Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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6.3 Conditions Precedent to the Obligations of the Seller . . . . . . . . . . . . . . . . . . . . . . . 25
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(a) Accuracy of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 25
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(b) Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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(c) Actions and Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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(d) Opinion of Counsel to Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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(e) Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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(f) Payment of Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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(g) Debt Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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7. TERMINATION; AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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7.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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7.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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7.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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8. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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8.1 Indemnification by the Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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8.2 Tax Indemnification by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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8.3 Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
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8.4 Indemnification Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
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8.5 Limitation on Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
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8.6 Certain Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
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8.7 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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9.1 Payment of Certain Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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9.3 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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9.4 Binding Effect; Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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9.5 Assignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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9.6 Amendment; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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9.7 Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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9.8 Section Headings; Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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9.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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9.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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9.11 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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9.12 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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(a) Good Faith Negotiations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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(b) Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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(c) Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
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10. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
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10.2 References and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
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LIST OF SCHEDULES AND EXHIBITS
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Schedule 1.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seller's Shares and Assets
Schedule 3.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Organization and Qualification
Schedule 3.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalization
Schedule 3.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approvals; Conflicts
Schedule 3.4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
Schedule 3.5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Title to Property
Schedule 3.6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real Property, Contracts, Permits
Schedule 3.7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defects
Schedule 3.8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts Receivable; Inventory
Schedule 3.9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings
Schedule 3.10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance
Schedule 3.11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intellectual Property
Schedule 3.12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compliance with Laws
Schedule 3.14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental Matters
Schedule 3.16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes
Schedule 3.17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Information
Schedule 3.19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ERISA Plans
Schedule 3.20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualified Plans
Schedule 3.21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Title IV Plans
Schedule 3.22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Multi-Employer Plans
Schedule 3.25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Affiliate Transactions
Schedule 3.26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customers
Schedule 4.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buyer Approvals
Schedule 5.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-Closing Disposition
Schedule 6.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets and Liabilities to be Sold to Seller
Schedule 8.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax Accruals

Exhibit A Consulting Contract
Exhibit B Lease Agreement
Exhibit C Non-Competition Agreement
Exhibit D Xxxx of Sale

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PURCHASE AGREEMENT

This Purchase Agreement ("Agreement") is made and entered into
effective as of October 10, 1997 by and between POOL COMPANY, a Texas
corporation ("Buyer"), and R & H WELL SERVICE, INC., a Texas corporation (the
"Company"), TREY SERVICES, INC., a Texas corporation ("Trey"), and XXXXX X.
XXXXXXXXX (the "Seller").

WITNESSETH:

WHEREAS, the Seller is the owner and holder of 95,000 issued and
outstanding shares (the "Trey Shares") of common stock of Trey, which
constitute, and as of the Closing Date will constitute, one hundred percent
(100%) of the issued and outstanding capital stock of Trey; and

WHEREAS, Trey is the owner and holder of 1,000 issued and outstanding
shares (the "Company Shares") of common stock of Company, which constitute, and
of the Closing Date will constitute, one hundred percent (100%) of the issued
and outstanding capital stock of the Company; and

WHEREAS, Seller is the owner of the assets ("Assets") described in
Schedule 1.2 hereto; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, the Trey Shares and the Assets; and

WHEREAS, the Company and Trey join in the execution of this Agreement
for the purpose of evidencing their consent to consummation of the foregoing
transaction and for the purpose of making certain representations and
warranties to and covenants and agreements with Buyer.

NOW, THEREFORE, for and in consideration of the premises, and the
agreements, covenants, representations and warranties hereinafter set forth,
and other good and valuable consideration, the receipt and adequacy of which
are forever acknowledged and confessed, the parties agree as follows:

1. SALE AND TRANSFER OF THE TREY SHARES AND THE ASSETS; PURCHASE PRICE.

1.1 Sale and Transfer of the Shares and the Assets. Subject to
the terms and conditions of this Agreement, Seller shall sell, convey and
deliver to Buyer, and Buyer shall purchase and accept from Seller, all of the
right, title and interest of Seller in and to the Trey Shares and the Assets.

7
1.2 Purchase Price. In consideration of the sale of the Trey
Shares and the Assets to Buyer, Buyer shall pay to Sellers at the Closing an
aggregate purchase price (the "Purchase Price") of $31,341,293 by wire transfer
to an account designated in writing by Seller two business days before the
Closing Date. The Purchase Price shall be allocated among the Shares and the
Assets as set forth on Schedule 1.2.

1.3 New Directors and Officers. On the Closing Date, the Seller
shall cause a meeting of the Boards of Directors of Trey and the Company to be
held upon due notice or waiver thereof, at which the resignations of the
officers and directors of Trey and the Company shall be accepted, effective
immediately, and the vacancies created by such resignations shall be filled by
the persons designated by Buyer.

2. CLOSING.

Subject to the satisfaction or waiver by the appropriate party of all
the conditions precedent to Closing specified in Article 6, the consummation of
the sale and purchase of the Trey Shares and the Assets and the other
transactions contemplated by and described in this Agreement (the "Closing")
shall take place at the offices of Buyer located at 00000 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxx 00000, at 9:00 A.M. on October 16, 1997, or on such later date
or at such other location as the parties may mutually agree in writing (the
"Closing Date").

3. REPRESENTATIONS AND WARRANTIES OF SELLERS.

As of the date hereof and as of the Closing Date, Company, Trey and
Seller jointly and severally represent and warrant to Buyer that the following
facts and circumstances are and, except as expressly contemplated hereby, at
all times up to the Closing Date will be, true and correct, and hereby
acknowledge that such facts and circumstances constitute the basis upon which
Buyer has been induced to enter into and perform this Agreement:

3.1 Organization and Qualification.

(a) The Company and Trey are corporations duly organized,
validly existing and in good standing under the laws of the state of
Texas and have all requisite corporate power and corporate authority
to own, lease and operate their respective properties and to carry on
their respective business as now being conducted. No actions or
proceedings to dissolve the Company or Trey are pending. The Company
and Trey are duly qualified or licensed to do business and are in good
standing in each of the jurisdictions set forth on Schedule 3.1, which
are all jurisdictions in which the property owned, leased or operated
by them or the conduct of their business requires such qualification
or licensing, except jurisdictions in which the failure to be so
qualified or licensed would not, individually or in the aggregate,
have a material adverse effect on the business, assets, results of
operations or condition (financial or otherwise) of the Company or
Trey.

8
(b) Except as disclosed on Schedule 3.1, the Company and
Trey have made available to Buyer accurate and complete copies of (i)
the charter and bylaws of the Company and Trey as currently in effect,
(ii) the stock records of the Company and Trey (iii) the minutes of
all meetings of the Boards of Directors of the Company and Trey, any
committees of such Boards, and the shareholders of the Company and
Trey (and all consents in lieu of such meetings). Such records,
minutes and consents accurately reflect the stock ownership of the
Company and Trey and all actions taken by their Boards of Directors,
committees and shareholders. The Company and Trey are not in
violation of any provision of their respective charters or bylaws.

3.2 Validity of Agreement; Capitalization. This Agreement has
been duly executed and delivered by the Seller, Trey and the Company and
constitutes a legal, valid and binding obligation of each of them, enforceable
against them in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and by general equity principles. The Company's authorized capital
consists of 400,000 shares of common stock, $1.00 par value, of which 1,000 are
issued and outstanding. The record and beneficial ownership of such shares is
as set forth on Schedule 3.2 hereto. All of the issued and outstanding shares
of the Company have been duly authorized and validly issued, are fully paid and
nonassessable, have not been issued in violation of any preemptive or similar
rights, and have been issued in compliance with all Applicable Laws (including
state and federal securities laws). Trey's authorized capital consists of
5,000,000 shares of common stock, no par value, of which 95,000 are issued and
outstanding. The record and beneficial ownership of such shares is as set
forth on Schedule 3.2 hereto. All of the issued and outstanding shares of Trey
have been duly authorized and validly issued, are fully paid and nonassessable,
have not been issued in violation of any preemptive or similar rights, and have
been issued in compliance with all Applicable Laws (including state and federal
securities laws). The Trey Shares and the Company Shares constitute all shares
of the outstanding capital stock of Trey and the Company, respectively. Except
as set forth on Schedule 3.2, there are (and as of the Closing Date there will
be) outstanding (i) no shares of capital stock or other voting securities of
Trey or the Company, no securities of Trey or the Company convertible into or
exchangeable for shares of the capital stock or other voting securities of Trey
or the Company, (iii) no options or other rights to acquire from the Trey or
the Company, and no obligation of Trey or the Company to issue or sell, any
shares of their capital stock or other voting securities or any securities of
the Trey or the Company convertible into or exchangeable for such capital stock
or voting securities, (iv) no equity equivalents, interest in the ownership or
earnings, or other similar rights of or with respect to Trey or the Company,
and (v) no shares of any other entity owned by Trey or the Company. There are
(and as of the Closing Date there will be) no outstanding obligations of Trey
or the Company to repurchase, redeem or otherwise acquire any shares,
securities, options, equity equivalents, interests or rights. The Seller is
(and at the Closing Date will be) the record and beneficial owners of, and upon
consummation of the transactions contemplated hereby Buyer will acquire, good,
valid and marketable title to, the Trey Shares, free and clear of all
Encumbrances, other than (i) those that may arise by virtue of any actions
taken by or on behalf of Buyer or its affiliates or (ii) restrictions on
transfer that may be imposed by federal or state securities laws. Except as
set forth in Schedule 3.2,

9
Trey and the Company do not own, directly or indirectly, any capital stock or
equity securities of any corporation or have any direct or equity ownership in
any other Person (other than Trey's ownership of the Company).

3.3 No Approvals or Notices Required; No Conflict with
Instruments. Except as described in Schedule 3.3 hereto, the execution,
delivery and performance of this Agreement by the Seller, Trey and the Company
and the consummation by them of the transactions contemplated hereby (i) will
not violate (with or without the giving of notice or the lapse of time or both)
or require any consent, approval, filing or notice under, any provision of any
Applicable Law and (ii) will not result in the creation of any Encumbrance on
the Trey Shares or the Assets under, conflict with, or result in the breach or
termination of any provision of, or constitute a default under, or result in
the acceleration of the performance of the obligations of the Seller, Trey or
the Company under, or result in the creation of an Encumbrance upon any portion
of the assets of Trey or the Company pursuant to, the charters or by-laws of
Trey or the Company, or any indenture, mortgage, deed of trust, lease,
licensing agreement, contract, instrument or other agreement to which the
Seller, Trey or the Company is a party or by which any of their assets are
bound or affected. The Trey Shares are transferable and assignable to Buyer as
contemplated by this Agreement without the waiver of any right of first refusal
or the consent of any other party being obtained, and there exists no
preferential right of purchase in favor of any person with respect of any of
the Trey Shares, the Company Shares or the business or any of the assets of the
Company or Trey.

3.4 Financial Information and Absence of Certain Changes. Trey
has delivered to Buyer accurate and complete copies of (i) Trey's consolidated
balance sheets as of December 31, 1995 and December 31, 1996, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years then ended, and the notes and schedules thereto, prepared in
conformity with GAAP except as otherwise disclosed in the notes to such
Financial Statements, together with the unqualified accountant's review reports
thereon of Xxxxxxx & Xxxxxx, independent public accountants (the "Reviewed
Financial Statements"); and (ii) Trey's unaudited consolidated balance sheet as
of June 30, 1997 (the "Latest Balance Sheet"), and the related unaudited
consolidated statements of income, stockholders' equity and cash flows for the
six month period then ended (together with the Latest Balance Sheet, the
"Latest Financial Statements"), certified by Trey's President (collectively,
the "Financial Statements"). The Financial Statements (i) represent actual
bona fide transactions, (ii) have been prepared from the books and records of
Trey and the Company in conformity with GAAP applied on a basis consistent with
preceding years throughout the periods involved, except that the Latest
Financial Statements are not accompanied by notes or other textual disclosure
required by GAAP, and (iii) are substantially complete and correct and fairly
present Trey's financial position as of the respective date thereof and its
results of operations and cash flows for the period then ended, except that the
Latest Financial Statements are subject to normal year-end adjustments
consistent with past practice, which will not be material in the aggregate.
Neither Trey nor the Company have any liability or obligation that would
materially and adversely affect the Assets or the business, assets, financial
condition or results of operations of Trey or the Company whether accrued,
absolute, contingent, or otherwise, except as set forth on the Latest Balance
Sheet or on

10
Schedule 3.4. Except as disclosed on Schedule 3.4, since the date of the
Latest Balance Sheet, there has not been nor will there be any change in the
assets, liabilities, financial condition, or operations of Trey or the Company
from that reflected in the Financial Statements, other than changes in the
ordinary course of business, none of which individually or in the aggregate
have had or will have a material adverse effect on the Assets or the business,
assets, liabilities, financial condition, or results of operations of Trey or
the Company. Without limiting any of the foregoing, from the date of the
Latest Balance Sheet until the Closing Date, except as disclosed on Schedule
3.4 or otherwise provided in this Agreement the Company and Trey have not and,
will not have:

(i) incurred or become subject to, or
agreed to incur or become subject to, any obligation or
liability, absolute or contingent, except current liabilities
incurred in the ordinary course of business;

(ii) mortgaged, pledged, or subjected to
any Encumbrance (or agreed to do so with respect to) any of
their assets, or discharged or satisfied any Encumbrance, or
paid or satisfied any obligation or liability other than in
the ordinary course of business and consistent with past
practice;

(iii) sold or transferred, or agreed to
sell or transfer, any of their assets, or cancelled or agreed
to cancel, any debts due them or claims therefor, except, in
each case, for full consideration and in the ordinary course
of business;

(iv) engaged in any transactions
adversely affecting Trey or the Company or their respective
assets or suffered any extraordinary losses or waived any
rights of substantial value not in the ordinary course of
business;

(v) purchased or agreed to purchase any
securities, bonds, or any other capital stock or assets of any
other entity with cash or liquid assets, or used cash or
liquid assets to incur debts, for matters not within the
ordinary course of business or not for appropriate corporate
purposes;

(vi) increased any salaries or granted or
agreed to grant, or paid, or agreed to pay, any bonus, loan,
incentive payment or other item of value or made any other
similar agreement, to or with any of its directors, officers or
agents except as compensation in the ordinary course of
business for appropriate services performed;

(vii) declared or paid any dividend or
made any other distribution to their shareholders;

(viii) made or authorized any capital
expenditure of more than $100,000.00 in the aggregate;

11
(ix) made or agreed to make any changes
in its Articles or Certificate of Incorporation, bylaws, or
capital structure;

(x) entered into any representative,
distributorship, service, installation, support and
maintenance, agency or other similar agreement;

(xi) incurred or suffered any damage,
destruction, or loss, whether or not covered by insurance,
materially affecting the business or any of its assets;

(xii) made or applied to make any change
in accounting methods or practices, including for tax
purposes; or

(xiii) entered into any agreement,
commitment or understanding, whether or not in writing, with
respect to any of the foregoing.

3.5 Title to Properties; Absence of Liens and Encumbrances. Trey,
the Seller (as to the Assets and the Trey Shares only) and the Company own
(except as described in Schedule 3.5 hereto) good and indefeasible title to all
of their respective assets, free and clear of all Encumbrances and other
restrictions of any kind and nature, other than the Permitted Encumbrances or
Encumbrances specifically set forth on Schedule 3.5 hereto.

3.6 Properties, Contracts, Permits and Other Data.

(i) Schedule 3.6 hereto contains a
complete and correct list of Trey and the Company's owned and
leased real estate (the "Real Property") and any leases or
other agreements relating to the Real Property.

(ii) Schedule 3.6 hereto contains a
complete and correct list of, all of the material contracts,
contract proposals, outstanding bids, maintenance and
service agreements, purchase commitments for materials and
other services, leases under which the Trey or the Company is a
lessor or lessee and other agreements pertaining to the Assets
or Trey's or the Company's businesses to which Seller, Trey or
the Company or an affiliate of Seller, Trey or the Company is a
party, the benefits of which are enjoyed in Trey's or the
Company's businesses or to which any of the Assets or the
assets of Trey or the Company is subject; and

(iii) Schedule 3.6 hereto contains a
complete and correct list of all material Permits relating to
the development, use, maintenance or occupation of the Assets
or of Trey's or the Company's properties, Real Property, or
the operation of its business (other than sales and use tax
Permits and franchise tax registrations).

True and complete copies of all documents (including all amendments thereto)
referred to in Schedule 3.6 hereto have been delivered to or made available for
inspection by Buyer. All rights, licenses, leases, registrations,
applications, contracts, commitments, Permits and other arrangements by the
Seller, Trey or the Company referred to in Schedule 3.6 are in full force and
effect and are valid and enforceable in accordance with their respective terms,
except where the failure to be in full force and effect and valid and
enforceable would not in the aggregate have a material adverse effect on the
Assets or the assets of Trey or the Company or on their respective business,
assets, financial condition or results of operations. Trey, the Company and
their affiliates are not in breach or default in the performance of any
material obligation thereunder and to the Knowledge of Trey, the Seller and the
Company, no event has occurred or has failed to occur whereby any of the other
parties thereto have been or will be released therefrom or will be entitled to
refuse to perform thereunder. Except as set forth in Schedule 3.6 hereto,
there are no contracts, agreements, licenses, Permits, franchises or rights to
which Trey, the Company or their affiliates is a party which are material to
the ownership of any of Trey's or the Company's assets, or to the conduct of
its business as conducted by the Company or Trey or to which Seller is a party
which relate to or affect the Assets. Except as described on Schedule 3.6
hereto, Trey and the Company have and will have following the Closing, all
material licenses, Permits, consents, approvals, authorizations, qualifications
and orders of Governmental Entities required for the conduct of the business as
presently conducted. There are no outstanding powers of attorney relating to
or affecting the Company or Trey. Neither the Company nor Trey is a guarantor
for or otherwise liable for any liability or obligation, including
indebtedness, of any other Person.

3.7 Defects. Except as provided in Schedule 3.7, to the Knowledge
of the Seller, the buildings, plants, structures and equipment owned or used by
the Company, including those constituting a part of the Real Property, are
structurally sound, are in good operating condition and repair, and are
adequate for the uses to which they are being put, and none of such buildings,
plants, structures, or equipment is in need of maintenance or repairs, except
for ordinary, routine maintenance and repairs that are not material in nature
or cost.

3.8 Accounts Receivable; Inventory. All accounts receivable
reflected on the Latest Balance Sheet or on the accounting records of Trey or
the Company as of the Closing Date (collectively, the "Accounts Receivable")
represent or will represent valid obligations arising from sales actually made
or services actually performed in the ordinary course of business. Except as
set out in Schedule 3.8, the Seller has no reason to believe that such Accounts
Receivable would not be collectible. The inventories reflected on the Latest
Balance Sheet and those items of inventory acquired by the Company and the work
performed by the Company after the date of the Latest Balance Sheet, except to
the extent disposed of or billed since such date in the ordinary conduct of the
business by the Company, are, in the case of such inventory, in good,
merchantable and usable condition, and have been reflected on the books of the
Company in accordance with GAAP. Except as set forth on Schedule 3.8 hereto,
all such inventories and work in progress are owned by the Company free and
clear of any Encumbrances.

13
3.9 Legal Proceedings. Except as described in Schedule 3.9
hereto, (i) there is no litigation, Proceeding, claim or governmental
investigation pending or, to the Knowledge of the Seller, Trey or the Company,
threatened seeking relief or damages which, if granted, would adversely affect
Trey or the Company, any of their assets, the Assets or the ability of Buyer to
use and operate the assets of the Company or Trey or the Assets or which would
prevent the consummation of the transactions contemplated by this Agreement and
(ii) none of Trey, the Seller nor the Company have been charged with any
violation of or, to the Knowledge of any of the Seller, Trey or the Company,
threatened with a charge or violation of, nor are any of the Seller, Trey or
the Company aware of any facts or circumstances that, if discovered by third
parties, could give rise to a charge or a violation of, any provision of
Applicable Law which charge or violation, if determined adversely to either the
Seller, Trey or the Company, would adversely affect the Assets or the business,
assets, financial condition or results of operations of Trey or the Company or
that might reasonably be expected to affect the right of Buyer to own the
Shares of Trey or operate the Company's business or the Assets after the
Closing Date in substantially the manner in which they are currently operated.
None of the Seller, Trey, the Company, nor any director, officer, or authorized
agent of Trey or the Company have, directly or indirectly, paid or delivered
any fee, commission or other sum of money or item of property however
characterized to any broker, finder, agent, governmental official or other
person, in any matter related to the businesses of Trey or the Company, which
the Seller, Trey or the Company, or any such director, officer, or authorized
agent has knowledge of or reason to believe to have been illegal under any
Applicable Law.

3.10 Insurance.

(a) Schedule 3.10(a) hereto sets forth a list and brief
description of the insurance policies relating to the insurable properties
(including the Real Property) of the Seller (as to the Assets), Trey and the
Company and the conduct of the businesses of Trey and the Company. All
premiums due and arising thereon have been paid and such policies are in full
force and effect. Adequate reserves have been made for any retro premiums
which may become payable.

(b) Schedule 3.10(b) is a complete and accurate list of
all pending or outstanding insurance claims ("Outstanding Insurance Claims") of
Trey or the Company against Trey's or the Company's insurance companies and the
amount, if any, of each Outstanding Insurance Claim that is reflected in the
Reviewed Financial Statements as an account receivable or other asset.

3.11 Intellectual Property. Schedule 3.11 contains a complete list
of all of Trey's and the Company's right, title or interest in or to any
Intellectual Property. Except as described on Schedule 3.11 hereto, Trey and
the Company own and possess all of the Intellectual Property needed for the
conduct of their businesses as presently conducted. To the Knowledge of
Seller, Trey and the Company, there is no basis for the assertion by any person
of any claim against Buyer, Trey or the Company with respect to the use by
Trey, the Company or Buyer of any of such Intellectual Property. To the
Knowledge of Seller, none of Trey, Seller or the Company have infringed or
violated, any

14
rights of any person with respect to any of such Intellectual Property, and
such Intellectual Property is not subject to any order, injunction or agreement
respecting its use.

3.12 Conduct of Business in Compliance with Regulatory and
Contractual Requirements. Except as described on Schedule 3.12 hereto, Seller
(as to the Assets), Trey and the Company have conducted their businesses so as
to comply with all Applicable Laws, the failure to comply with which would
individually or in the aggregate have a material adverse effect on the Assets,
or the business, assets, financial condition or results of operations of the
Company or Trey taken as a whole.

3.13 Certain Fees. None of Trey, the Company, or their officers,
or directors or Seller, on behalf of Trey or the Company, have employed any
broker or finder or incurred any other liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
hereby.

3.14 Environmental, Health and Safety Compliance. Except as
described on Schedule 3.14 hereto,

(i) to the Knowledge of Seller, Trey and
the Company, Trey and the Company are, and have continuously
been, in material compliance with all Environmental Laws;

(ii) all material notices, Permits,
licenses or similar authorizations, if any, required to be
obtained or filed under any Environmental Law in connection
with the operation of the Assets, business of Company or Trey
or the Real Property have been obtained or filed;

(iii) to the Knowledge of Seller, Trey and
the Company, there are no past, pending or threatened
investigations, proceedings or claims against Seller (as to
the Assets) Trey or the Company relating to the presence,
release or remediation of any Hazardous Material or for
non-compliance with any Environmental Law;

(iv) to the Knowledge of Seller, Trey and
the Company, Hazardous Materials have not been treated, stored
or disposed of on, to or from any property relating in any way
to the Assets, the Company or Trey or that is or was owned or
leased by Trey or the Company (including the Real Property);

(v) to the Knowledge of Seller, Trey and
the Company, none of the properties now or heretofore owned,
leased or operated by Trey or the Company (including the Real
Property and the Assets) have been used as landfill or waste
disposal sites or contain any underground storage tanks;

9
15
(vi) to the Knowledge of Trey, the
Company or the Seller, no conditions or circumstances exist or
have existed with respect to the Assets, Trey or the Company
or the Real Property, including without limitation the
off-site disposal of Hazardous Materials, that could give rise
to any remedial action under, or impose any liability on Trey,
the Company, or Buyer with respect to any Environmental Law;

(vii) none of Trey, the Seller or the
Company have received any notice or claim, and none of them
has Knowledge of any facts suggesting, that Trey or the
Company is or may be liable to any person as a result of any
Hazardous Material generated, treated or stored at any real
estate at any time owned or leased by the Company or Trey
(including the Real Property) or discharged, emitted, released
or transported from any real estate at any time owned or
leased by Trey or the Company (including the Real Property) or
any other source in the conduct of the business of Trey or the
Company;

(viii) to the Knowledge of Trey, the Seller
or the Company, no conditions or circumstances exist or have
existed, and no activities are occurring or have occurred
that are resulting or have resulted in the exposure of any
person or property to a Hazardous Material such that the owner
of the Real Property or of the business of Trey or the Company
may in the future be liable to such persons or to the owners
of such property for personal or other injuries or damages
resulting from such exposure; and

(ix) there are no federal or state air
emission credits or air or water discharge Permits related to
the Real Property.

For purposes of this Agreement, the term "Environmental Laws" shall mean, as to
any given asset or operation of Trey or the Company, all applicable laws,
statutes, ordinances, rules and regulations of any Governmental Entity
pertaining to protection of the environment in effect as of the Closing Date.
For purposes of this Agreement, the term "Hazardous Material" shall mean any
substance which is listed or defined as a hazardous substance, hazardous
constituent or solid waste pursuant to any Environmental Law.

3.15 Books and Records. All of the books and records of Trey and
the Company have been prepared and maintained in accordance with good business
practices and, where applicable, in conformity with GAAP and, to the best of
Trey's, Company's and Seller's Knowledge, in compliance with all Applicable
Laws and other requirements.

3.16 Taxes. Trey, the Company and the Seller have caused to be
timely filed with appropriate federal, state, local and other Governmental
Entities all Tax Returns required to be filed with respect to the Trey and the
Company or the conduct of their businesses and have paid, caused to be paid, or
adequately reserved in the Financial Statements all Taxes (including penalties
and

10
16
interest) shown to be due on or with respect to such Tax Returns. All such Tax
Returns fairly reflect the Taxes of Trey and the Company for the periods
covered thereby. Except as set forth on Schedule 3.16, no extension of time
has been requested or granted with respect to any Tax Return not yet filed or
payment of any Taxes not yet paid, and no issue has been raised or adjustment
proposed by the IRS or any other taxing authority in connection with any of
Trey's or the Company's Tax Returns, and there are no outstanding agreements or
waivers that extend any statutory period of limitations applicable to any
federal, state or local Tax Returns that include or reflect the use and
operation of Trey and the Company or the conduct of their businesses. Except
as set forth on Schedule 3.16, none of the Seller, Trey or the Company have
received or have Knowledge of any notice of deficiency, assessment, audit,
investigation, or proposed deficiency, assessment or audit with respect to Trey
or the Company or the conduct of their business from any taxing authority.
Neither Trey nor the Company have taken any action which is not in accordance
with past practice that could defer any liability for Taxes from any taxable
period ending on or before the Closing Date to any taxable period ending after
such date. Neither Trey nor the Company has consented to the application of
Section 341(f) of the Code. Without limiting the generality of the foregoing,
all Taxes relating to the Real Property have been timely paid.

3.17 Additional Information. Schedule 3.17 hereto contains
accurate lists and summary descriptions of the following:

(i) the name and address of every bank
and other financial institution at which Trey or the Company
maintains an account (whether checking, savings or otherwise),
lock box or safe deposit box for Trey's or the Company's
business, and the account numbers and names of persons having
signing authority or other access thereto;

(ii) the names and titles of and current
hourly rates for all employees of Trey or the Company,
together with the vacation benefits to which each such person
is entitled; and

(iii) all names under which Trey or the
Company has conducted any business or which either of them has
otherwise used.

3.18 Labor Matters. Neither Trey nor the Company has suffered any
strike, slowdown, picketing or work stoppage by any union or other group of
employees. Neither Trey nor the Company is a party to any collective
bargaining agreement; no such agreement determines the terms and conditions of
employment of any employee of Trey or the Company; no collective bargaining
agent has been certified as a representative of any of the employees of Trey or
the Company; and no representation campaign or election is now in progress with
respect to any of the employees of Trey or the Company. None of Trey, the
Seller or the Company have taken or failed to take any action that would cause
Buyer to incur any liability other than the provision of benefits available to
employees under the various plans or arrangements described in Schedule 3.19 in
the event Buyer

11
17
chooses to dismiss from its employment any of Trey's or the Company's employees
following the Closing. Trey and the Company have complied in all material
respects with all laws relating to the employment of labor in the conduct of
its business, including provisions thereof relating to wages, hours, equal
opportunity and the payment of pension contributions, social security and other
taxes.

3.19 Employee Benefit Plans and Arrangements.

(i) Schedule 3.19 hereto lists all
employee benefit plans and collective bargaining, labor and
employment agreements and severance agreements or other
similar arrangements, whether or not in writing (together with
all documents or instruments establishing or constituting any
related trust, annuity contract or other funding instrument)
to which Trey or the Company is (or ever has been) a party or
by which Trey or the Company is (or ever has been) bound,
including, without limitation, (1) any profit-sharing,
deferred compensation, bonus, stock option, stock purchase,
pension, retainer, consulting, retirement, severance, or
incentive compensation plan, agreement or arrangement, (2) any
material welfare benefit plan, agreement or arrangement or any
material plan, agreement or arrangement providing for "fringe
benefits" or perquisites to employees, officers, directors or
agents, including but not limited to benefits relating to
automobiles, clubs, vacation, child care, parenting or
maternity leave, sabbaticals, sick leave, medical expenses,
dental expenses, disability, accidental death or
dismemberment, hospitalization, life insurance and other types
of insurance, (3) any employment agreement, or (4) any other
"employee benefit plan" (within the meaning of Section 3(3) of
ERISA).

(ii) Trey, Seller and the Company have
delivered to Buyer true, correct and complete copies of all
plan documents and/or contracts (including, where applicable,
any documents and/or instruments establishing or constituting
any related trust, annuity contract or funding instrument) and
summary plan descriptions with respect to the plans, agreements
and arrangements listed in Schedule 3.19 hereto. Trey, Seller
and the Company have provided Buyer with true, correct and
complete copies of the Form 5500 filed with respect to each
plan identified in Schedule 3.19 hereto that was required to
file an annual report for the plan year immediately preceding
the Closing Date. Each of such Forms 5500 accurately reflects
the financial status of the plan to which it relates as of the
dates specified therein. In addition, Trey, Seller and the
Company have provided Buyer with (a) true, correct and complete
copies of any and all written communications notices or claims
that the Seller, Trey or the Company have received from the
IRS, the Department of Labor and/or the Pension Benefit
Guaranty Corporation concerning any plan, arrangement or
agreement identified in Schedule 3.19 hereto that give notice
of possible imposition of a fine, penalty or liability with
respect to such plan, arrangement or agreement and (b) true,
correct and complete copies of any complaints, petitions,
claims or other

12
18
notices of liability relating to any such plan, arrangement or
agreement that have been filed by any other party.

(iii) For each of the plans, agreements
and arrangements identified in Schedule 3.19 hereto, there are
no negotiations, demands or proposals that are pending or have
been made since the dates of the respective items furnished
pursuant to Section 3.19(ii) hereto which concern matters now
covered, or that would be covered, by plans, agreements or
arrangements of the type described in this Section.

(iv) The plans, agreements and
arrangements identified in Schedule 3.19 hereto are in
material compliance with the applicable provisions of the Code
and ERISA, the regulations and published authorities
thereunder, and all other laws applicable with respect to all
such employee benefit plans, agreements and arrangements.
Trey and the Company have performed all of their respective
material obligations under all such plans, agreements and
arrangements including, but not limited to, the full payment
when due of all amounts required to be made as contributions
thereto or otherwise. There are no actions, suits or claims
(other than routine claims for benefits) pending or threatened
against such plans or their assets, or arising out of such
plans, agreements or arrangements, and, to the Knowledge of
Trey, Seller and the Company, no facts exist which could give
rise to any such actions, suits or claims that might have a
material adverse effect on such plans, agreements or
arrangements.

(v) Except as specified in Schedule 3.19
hereto, each of the plans, agreements or arrangements can be
terminated by Trey or the Company within a period of 30 days,
without payment of any additional compensation or amount or the
additional vesting or acceleration of any such benefits.

(vi) With respect to each plan identified
in Schedule 3.19 hereto which is an "employee benefit plan"
(within the meaning of Section 3(3) of ERISA) or a "plan"
(within the meaning of Section 4975(e)(1) of the Code), no
transaction has occurred which is prohibited by Section 406 of
ERISA or which could give rise to a material liability under
Section 4975 of the Code or Sections 502(i) or 409 of ERISA.

3.20 Qualified Plans. Except as specifically identified in
Schedule 3.20 hereto, Trey and the Company do not now, or have at any time
previously maintained, a stock bonus, pension or profit-sharing plan which is
or was intended to meet the requirements of Section 401(a) of the Code.

3.21 Title IV Plans. Except as specifically identified in Schedule
3.21 hereto, neither Trey nor the Company has, and has not at any time
previously maintained, a plan subject to Title IV of ERISA.

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3.22 Multi-employer Plans. No plan listed in Schedule 3.22 hereto
is or ever has been a "multi-employer plan" (within the meaning of Section
3(37) of ERISA).

3.23 Welfare Benefit Plans. All group health plans of Trey and the
Company have been operated in material compliance with the group health plan
continuation coverage requirements of Sections 601 through 608 of ERISA and
4980B of the Code to the extent such requirements are applicable. Except to
the extent required under Section 4980B of the Code, neither the Company nor
Trey provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employees.

3.24 Fines and Penalties. To the Knowledge of Seller, there has
been no act or omission by Trey, the Company or the Seller or any ERISA
affiliate that has given rise to or may give rise to fines, penalties, taxes,
or related charges under Sections 502 and 4071 of ERISA or Chapter 43 of the
Code.

3.25 Transactions With Affiliates. No shareholder, director or
officer of Trey or the Company and no associate of any such shareholder,
director or officer is currently, directly, or indirectly, a party to any
transaction with Trey or the Company, including any agreement, arrangement or
understanding, written or oral, providing for the employment of, furnishing of
services by, rental of real or personal property from, or otherwise requiring
payment to any such shareholder, director, officer or associate, except as
disclosed on Schedule 3.25. Except as disclosed on Section 3.25, no
shareholder, director or officer of Trey or the Company, and, to the Knowledge
of Seller, no associate of such shareholder, director or officer owns, directly
or indirectly, any material ownership or beneficial interest in, or serves as a
director, officer, or employee of, any customer, supplier or competitor of Trey
or the Company. For the purposes of this Section 3.25 only, an "associate" of
any shareholder, director or officer means a member of the immediate family of
such shareholder, director or officer or any corporation, partnership, trust or
other entity in which such shareholder, director or officer has a material
ownership or beneficial interest in or is a director, officer, partner or
trustee, or person holding a similar position.

3.26 Customers. Set forth in Schedule 3.26 hereto is a complete
and accurate list of the top ten (10) customers in terms of revenues of the
Company.

3.27 Foreign Corrupt Practices Act. To the Knowledge of Seller,
since the inception of Trey or the Company, there have been no violations of
the Foreign Corrupt Practices Act by Trey, the Company or any of their agents.

3.28 Disclosure. No representation or warranty in this Section 3
or in any Schedule attached pursuant to this Section 3, or in any written
statement, certificate or other document furnished to Buyer contains or will
contain any untrue statement of a material fact or omits or will omit a
material fact necessary to make the statements therein not misleading.

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4. REPRESENTATIONS AND WARRANTIES OF BUYER

As of the date hereof and as of the Closing Date, Buyer represents and
warrants to Seller that the following facts and circumstances are, and except
as contemplated hereby, at all times up to the Closing Date, will be true and
correct and hereby acknowledge that such facts and circumstances constitute the
basis upon which Sellers have been induced to enter into and perform this
Agreement.

4.1 Due Organization; Good Standing and Power. Buyer is a
corporation duly organized, validly existing and in good standing under the
laws of Texas. Buyer has all corporate power and authority to enter into this
Agreement (and each other agreement expressly provided for herein) and to
perform its respective obligations hereunder and thereunder.

4.2 Authorization and Validity of Agreement. The execution,
delivery and performance of this Agreement by Buyer and the consummation by
Buyer of the transactions contemplated hereby have been duly authorized by all
requisite corporate action on its part. No other corporate action is necessary
for the authorization, execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
and thereby. This Agreement has been duly executed and delivered by Buyer and
constitutes, and each other agreement document executed or to be executed by
Buyer in connection with the transactions contemplated hereby has been, or when
executed will be, duly executed and delivered by Buyer and constitutes or when
executed or delivered, will constitute, a legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with their respective terms,
except as the same may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally and by general equity principles.

4.3 No Approvals or Notices Required; No Conflict with
Instruments. Except as disclosed on Schedule 4.3, the execution, delivery and
performance of this Agreement by Buyer and the consummation by it of the
transactions contemplated hereby (i) will not violate (with or without the
giving of notice or the lapse of time or both), or require any consent,
approval, filing or notice under any provision of any law, rule or regulation,
court order, judgment or decree applicable to Buyer, and (ii) will not conflict
with, or result in the breach or termination of any provision of, or constitute
a default under, or result in the acceleration of the performance of the
obligations of Buyer, under, the charter or bylaws of Buyer or any indenture,
mortgage, deed of trust, lease, licensing agreement, contract, instrument or
other agreement to which Buyer is a party or by which Buyer or any of its
assets or properties is bound.

4.4 Legal Proceedings. There are no Proceedings pending or, to
the Knowledge of Buyer, threatened against or involving Buyer seeking to
restrain, prohibit or obtain damages or other relief in connection with this
Agreement or the transactions contemplated hereby.

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4.5 Investment Intent. Buyer is acquiring the Trey Shares for its
own account for investment and not with a view to, or for sale or other
disposition in connection with, any distribution of all or any part thereof,
except in compliance with applicable federal and state securities laws.

5. COVENANTS; ACTIONS PRIOR TO CLOSING.

5.1 Access to Information. During the period beginning on the
date hereof and ending on the Closing Date, the Seller, Trey and the Company
will (a) give or cause to be given to Buyer and its representatives such
reasonable access, upon reasonable notice during normal business hours, to the
office, yards, properties, books and records of Trey and the Company as Buyer
shall from time to time reasonably request and (b) furnish or cause to be
furnished to Buyer such financial and operating data and other information with
respect to Trey and the Company as Buyer shall from time to time reasonably
request. Buyer and its representatives shall be entitled, in consultation with
the Seller, to such access to the representatives, officers and employees of
Trey and the Company as Buyer may reasonably request. The Seller shall permit
Buyer and its representatives to confirm, on reasonable notice and on the basis
of agreed methods, with Trey's or the Company's principal vendors, customers,
and trade affiliates, that the acquisition by Buyer of the Company will be
acceptable to such vendors, customers and trade affiliates and that the
acquisition will not materially adversely affect the relationship of such
vendors, customers and trade affiliates with the businesses of Trey and the
Company. The Seller, Trey and the Company agree that such access by Buyer and
its representatives shall include the right to perform a soil and groundwater
analysis of the Real Property and to conduct such other environmental
investigations of the Real Property as Buyer shall deem necessary or
appropriate to determine on-site conditions and the presence or absence of any
Hazardous Materials. In connection with such environmental investigations, the
Seller, Trey and the Company will provide to or make available for inspection
by Buyer and its representatives (i) all records relating to the disposal of
waste materials generated at the Real Property; (ii) all environmental Permits
and records relating to compliance with such Permits; (iii) all records of
spills or other releases; (iv) all records relating to employee exposure to
workplace chemicals; (v) all environmental audits or assessments; (vi) all
insurance records relating to coverage for environmental incidents affecting
the Real Property; (vii) all chemical inventories and reports of chemical
emissions; (viii) all correspondence relating to pending or threatened
environmental claims; and (ix) all records obtained from prior owners or
operators of the Real Property relating to environmental conditions.

5.2 Conduct of the Business. Except as specifically required or
contemplated by this Agreement or otherwise consented to or approved in writing
by Buyer, during the period commencing on the date hereof and ending on the
Closing Date, Trey, the Company and the Seller will cause Trey and the Company
to:

(a) conduct the business of Trey and the Company only in
the usual, regular and ordinary manner consistent with current practice and, to
the extent consistent with such operation, use their reasonable best efforts to
keep available the services of the present employees of Trey and

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the Company and preserve Trey's and the Company's present relationships with
persons having business dealings with the Company;

(b) maintain Trey's and the Company's books, accounts and
records in the usual, regular and ordinary manner, on a basis consistent with
past practice, and comply in all material respects with all Applicable Laws and
other obligations of Trey and the Company.

5.3 Restrictions on Certain Actions. Without limiting the
generality of the foregoing, and except as otherwise expressly provided in this
Agreement, commencing on the date hereof and continuing until the Closing Date,
Trey and the Company shall not (and Seller shall not with respect to the
Assets), without the prior written consent of Buyer:

(a) amend their charter or bylaws;

(b) (i) issue, sell or deliver (whether through the
issuance or granting of options, warrants, commitments, subscriptions,
rights to purchase or otherwise) any shares of their capital stock of
any class or any other securities or equity equivalents; or (ii) amend
in any material respects any of the terms of any such securities
outstanding as of the date hereof;

(c) (i) split, combine or reclassify any shares of their
capital stock; (ii) declare, set aside or pay any dividend or other
distribution (whether in cash, stock, or property or any combination
thereof) in respect of their capital stock; (iii) repurchase, redeem or
otherwise acquire any of their securities; or (iv) adopt a plan of
complete or partial liquidation or resolutions providing for or
authorizing a liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization of Trey or the
Company;

(d) (i) except in the ordinary course of business
consistent with past practice, create, incur, guarantee or assume any
indebtedness for borrowed money or otherwise become liable or
responsible for the obligations of any other person; (ii) make any
loans, advances or capital contributions to, or investments in, any
other person, (iii) pledge or otherwise encumber shares of capital
stock of Trey or the Company; or (iv) mortgage or pledge any of their
assets, tangible or intangible, or create or suffer to exist any lien
thereupon; provided, however, that in no event shall Trey or the
Company (A) incur incremental indebtedness to a financial institution
in excess of $25,000 in the aggregate or (B) incur incremental
indebtedness which is not prepayable at any time without penalty or
premium;

(e) (i) enter into, adopt or (except as may be required
by law) amend or terminate (except as contemplated in this Agreement)
any bonus, profit sharing, compensation, severance, termination, stock
option, stock appreciation right, restricted stock, performance unit,
stock equivalent, stock purchase, pension, retirement, deferred
compensation, employment, severance or other employee benefit
agreement, trust, plan, fund or other

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arrangement for the benefit or welfare of any director, officer or
employee; (ii) except for normal increases in the ordinary course of
business consistent with past practice that, in the aggregate, do not
result in a material increase in benefits or compensation expense to
Trey or the Company, increase in any manner the compensation or fringe
benefits of any director, officer or employee; or (iii) pay to any
director, officer or employee any benefit not required by any employee
benefit agreement, trust, plan, fund or other arrangement as in effect
on the date hereof;

(f) except as set out in Schedule 5.3 hereof, acquire,
sell, lease, transfer or otherwise dispose of, directly or indirectly,
any assets outside the ordinary course of business consistent with past
practice or any assets that in the aggregate are material to Trey or
the Company;

(g) acquire (by merger, consolidation, or acquisition of
stock or assets or otherwise) any corporation, partnership or other
business organization or division thereof;

(h) except as set forth in Schedule 5.3, make any capital
expenditures which, individually, is in excess of $25,000 or, in the
aggregate, are in excess of $50,000;

(i) make any Tax election or settle or compromise any
federal, state, local or foreign Tax liability material to Trey or the
Company;

(j) except as expressly provided herein, pay, discharge
or satisfy any claims, liabilities or obligations (whether accrued,
absolute, contingent, unliquidated or otherwise, and whether asserted
or unasserted), other than the payment, discharge or satisfaction in
the ordinary course of business consistent with past practice, or in
accordance with their terms, of liabilities reflected or reserved
against in the Latest Balance Sheet or incurred since June 30, 1997 in
the ordinary course of business consistent with past practice;
provided, however, that in no event shall Trey or the Company repay
any long-term indebtedness except to the extent required by the terms
thereof;

(k) except as expressly provided herein, enter into any
lease, contract, agreement, commitment, arrangement or transaction
outside the ordinary course of business consistent with past practice;

(l) amend, modify or change any existing lease, contract
or agreement, other than in the ordinary course of business consistent
with past practice;

(m) waive, release, grant or transfer any rights of
value, other than in the ordinary course of business consistent with
past practice;

(n) lay off any of their employees;

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(o) change any of their banking or safe deposit
arrangements;

(p) change any of the accounting principles or practices
used by them, except for any change required by reason of a concurrent
change in generally accepted accounting principles and notice of which
is given in writing by Trey or the Company to Buyer, and except as
otherwise contemplated by this Agreement;

(q) take any action which would make any of the
representations or warranties of Trey, Seller or the Company contained
in this Agreement untrue or inaccurate as of any time from the date of
this Agreement to the Closing or would result in any of the conditions
set forth in this Agreement not being satisfied; or

(r) authorize or propose, or agree in writing or
otherwise to take, any of the actions described in this Section.

5.4 Further Actions. Subject to the terms and conditions hereof,
Trey, the Seller, Company and Buyer will each use their reasonable best efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement, including using reasonable best
efforts: (i) to obtain prior to the Closing Date all licenses, Permits,
consents, approvals, authorizations, qualifications and orders of Governmental
Entities and parties to contracts with Trey and the Company as are necessary
for the consummation of the transactions contemplated hereby; (ii) to effect
all necessary registrations and filings (including filings required by the HSR
Act); and (iii) to furnish to each other such information and assistance as
reasonably may be requested in connection with the foregoing. Where the
consent of any third party is required under the terms of any of Trey's or the
Company's leases or contracts to the transactions contemplated by this
Agreement, the Seller, Trey and the Company will use reasonable best efforts to
obtain such consent on terms and conditions not less favorable than as in
effect on the date hereof. Trey, Seller, the Company and Buyer shall cooperate
fully with each other to the extent reasonably required to obtain such
consents.

5.5 Notification. Trey, Seller and the Company shall promptly
notify Buyer in writing and keep it advised as to (i) any litigation or
administrative proceeding filed or pending against Trey or the Company or, to
their Knowledge, threatened against any of them, including any such litigation
or administrative proceeding that challenges the transactions contemplated
hereby; (ii) any material damage or destruction of any Assets or of the assets
of Trey or the Company or to the Real Property; (iii) any material adverse
change in the results of operations of Trey or the Company; and (iv) any
variance from the representations and warranties contained in Section 3 hereof
or of any failure or inability on the part of Trey, Seller or the Company to
comply with any of their respective covenants contained in this Section 5.

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5.6 No Inconsistent Action. Subject to Sections 7.1 and 7.2
hereof, no party hereto shall take any action inconsistent with its obligations
under this Agreement or which could materially hinder or delay the consummation
of the transactions contemplated by this Agreement.

5.7 Acquisition Proposals. Neither Trey, Seller, the Company nor
any affiliate, director, officer, or authorized representative of any of them
shall, directly or indirectly (i) solicit, initiate or knowingly encourage any
Acquisition Proposal or (ii) engage in discussions or negotiations with any
person that is considering making or has made an Acquisition Proposal. Trey,
Seller and the Company shall immediately cease and cause to be terminated any
existing activities, discussions or negotiations with any persons conducted
heretofore with respect to any Acquisition Proposal and, to the extent Trey,
Seller or Company is entitled to do so pursuant to the terms of the applicable
agreement, shall promptly request each such person who has heretofore entered
into a confidentiality agreement in connection with Acquisition Proposal to
return to Trey, Seller and the Company all confidential information hereto
furnished to such person by or on behalf of Trey, Seller or the Company. The
term "Acquisition Proposal," as used herein, means any offer or proposal for or
any indication of interest in, a merger or other business combination involving
Trey, the Company or any of their affiliates, or the acquisition of an equity
interest in or substantial portion of the Assets or the assets of, Trey, the
Company or affiliate of Trey or the Company, other than the transactions
contemplated by this Agreement.

5.8 Public Announcements. Except as may be required by Applicable
Law or recommended by counsel to Buyer, neither Buyer, on the one hand, nor
Seller, Trey and the Company, on the other, shall issue any press release or
otherwise make any public statements with respect to this Agreement or the
transactions contemplated hereby without the prior written consent of the other
party.

5.9 Amendment of Schedules. Each party hereto agrees that, with
respect to the representations and warranties of such party contained in this
Agreement, such party shall have the continuing obligation until the Closing to
supplement or amend promptly the Schedules hereto with respect to any matter
hereafter arising or discovered which, if existing or known at the date of this
Agreement, would have been required to be set forth or described in the
Schedules. For all purposes of this Agreement, including without limitation
for purposes of determining whether the conditions set forth in Sections 6.2(a)
and 6.3(a) have been fulfilled, the Schedules hereto shall be deemed to include
only that information contained therein on the date of this Agreement and shall
be deemed to exclude all information contained in any supplement or amendment
thereto; provided, however, that if the Closing shall occur, then all matters
disclosed pursuant to any such supplement or amendment at or prior to the
Closing shall be waived and no party shall be entitled to make a claim thereon
pursuant to the terms of this Agreement.

5.10 Title Insurance Commitment. Prior to the Closing Date, Trey
or the Company shall obtain at his expense and provide to Buyer commitments for
title insurance insuring the Company or Trey covering the Real Property issued
by one or more title companies acceptable to Buyer and

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Seller, (the "Title Company,") setting forth the status of title to the Real
Property and listing all encumbrances of record, shown by any surveys obtained
by the Buyer or within the Knowledge of Seller, Trey or the Company or any of
their affiliates, together with legible copies of all instruments referred to
in such commitment as constituting exceptions to or restrictions upon the fee
simple title of the owner to the Real Property. If such commitment shall
reveal material Encumbrances affecting Real Property which are not Permitted
Encumbrances, Seller shall cause such Encumbrances to be removed.

6. CONDITIONS PRECEDENT.

6.1 Conditions Precedent to Obligations of All Parties. The
respective obligations of the parties to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction (or waiver
by each party) at or prior to the Closing Date of each of the following
conditions:

(a) No Governmental Action. No action of any private
party or Governmental Entity shall have been taken or threatened and
no statute, rule, regulation or executive order shall have been
proposed, promulgated or enacted by any Governmental Entity which
seeks to restrain, enjoin or otherwise prohibit or to obtain damages
or other relief in connection with this Agreement or the transactions
contemplated hereby.

(b) Consulting Contract. The Company and Seller shall
have entered into a Consulting Contract in the form attached hereto as
Exhibit A.

(c) Leases. The Company and the owners of the facility
located in the Air Terminal area in Midland, Texas described in
Schedule 5.3 (the "Lease Real Property") shall have entered into a
Lease Agreement in the form attached hereto as Exhibit B.

(d) Xxxx-Xxxxx-Xxxxxx Act. All required filings under
the Xxxx-Xxxxx-Xxxxxx Act shall have been made as required and the
waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx
Act relating to the transactions contemplated hereby shall have
expired or been terminated without government objection thereto.

6.2 Conditions Precedent to Obligations of Buyer. The obligations
of Buyer under this Agreement are subject to the satisfaction (or waiver by
Buyer) at or prior to the Closing Date of each of the following conditions:

(a) Accuracy of Representations and Warranties. All
representations and warranties of Trey, Seller and the Company
contained herein or in any certificate or document delivered to Buyer
pursuant hereto shall be true and correct on and as of the Closing
Date, with the same force and effect as though such representations
and warranties had been made

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on and as of the Closing Date, except as expressly contemplated or
permitted by this Agreement.

(b) Performance of Agreements. Trey, Seller and the
Company shall have performed all obligations and agreements, and
complied with all covenants and conditions, contained in this
Agreement to be performed or complied with by them prior to or at the
Closing Date.

(c) Actions and Proceedings. All corporate actions,
proceedings, instruments and documents required to carry out the
transactions contemplated by this Agreement or incidental thereto and
all other related legal matters shall be reasonably satisfactory to
counsel for Buyer, and such counsel shall have been furnished with
such certified copies of such corporate actions and proceedings and
such other instruments and documents as it shall have reasonably
requested.

(d) Title. On the Closing Date, Buyer shall be satisfied
in its reasonable discretion as to the Seller's ownership of the
Shares and the Assets free and clear of all Encumbrances.

(e) Licenses and Consents. All licenses, Permits,
consents, approvals, authorizations, qualifications and orders of
governmental authorities which are reasonably necessary to enable
Buyer to own the Trey Shares, the Company Shares, the Assets and the
business of the Company and to conduct the business after the Closing
in substantially the same manner as the assets of the Company are
owned and the business is being conducted as of the date hereof shall
be in full force and effect.

(f) Environmental Matters. Buyer shall, at its option,
have obtained one or more Environmental Assessments and shall not have
discovered any events, occurrences or conditions at or affecting the
business of Trey, the Company or the Real Property, other than as
described on Schedule 3.14 hereto, which in the aggregate could
reasonably be expected to cause the Company to incur expenses in
excess of $50,000 for remediation of existing environmental conditions
or for past exposure on-site or off-site of any person or property to
any Hazardous Materials. For purposes of this Section 6.2(f), an
"Environmental Assessment" is an environmental report or reports on
the Real Property by an environmental engineering firm or firms
selected by Buyer.

(g) Opinion of Counsel to Trey, Seller and the Company.
Xxxxxxx and Xxxxxxxx, counsel for Trey, Seller and the Company, shall
have furnished to Buyer its written opinion, dated the Closing Date,
in a form acceptable to Buyer.

(h) Operation. The businesses of Trey and the Company
shall have been operated and maintained substantially in the manner in
which they have been operated and maintained previously in the
ordinary course of business.

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(i) Material Adverse Change. There shall have been no
material adverse change in the Assets or the business assets,
financial condition or results of operations, of Trey or the Company
from the date of this Agreement until the Closing Date.

(j) Facts or Omissions. Buyer shall not have discovered
after the date of this Agreement, any fact or omission materially
adverse to the condition or results of operations or prospects of the
Assets, Trey or the Company.

(k) Non-Competition Agreement. Pool Company Texas Ltd.
and Seller shall have entered into a Non- Competition Agreement in the
form attached hereto as Exhibit C.

(l) Disposition of Certain Assets. The Seller and Trey
shall have completed to the satisfaction of Buyer for the sale of the
assets listed in Schedule 6.2 from Trey to Seller or his designee for
a total purchase price of $1,194,056 payable by Seller on the Closing
Date. It is understood and agreed that in the event such transfer
will expose the Company or Trey to federal income tax liability in
excess of the $162,728 reserve therefore contained in the Company's
Latest Balance Sheet, such excess shall be accrued for by Trey before
Closing and reimbursed by Seller to Buyer at Closing.

(m) Survey. Buyer shall have received, at its own
expense, a survey of the Real Property prepared by a licensed surveyor
which shall (a) reflect the actual dimensions of, and area within, the
Real Property, the location of all easements, set-back lines,
encroachments or overlaps thereon or thereover, and the outside
boundary lines of all improvements, (b) identify all (except solely as
any such exception relates to encroachments constituting Permitted
Encumbrances), easements, set-back lines and other matters referred to
in the title commitment, (c) include the surveyor's registered number
and seal, the date or dates of the survey and a certificate
satisfactory to Buyer of such surveyor, (d) reflect that there is
access to and from the Real Property from a publicly dedicated street
or road, (e) be sufficient to cause the Title Company to delete the
printed exception for "discrepancies, conflicts or boundary lines, or
encroachments, or any overlapping of improvements" from the owner's
title insurance policy to be delivered pursuant to Section 6.2(n)(ix)
hereof (except solely as any such exception relates to encroachments
constituting Permitted Encumbrances), (f) reflect any area that has
been designated by the Federal Insurance Administration, the Army
Corps of Engineers or any other governmental agency or body as being
subject to special or increased flooding hazards, (g) show all items
of record affecting such property, (h) contain a metes and bounds
description of each such parcel of Real Property and (i) in general,
comply with the requirements of an ALTA/ASCM land title survey.

(n) Other Documents. Buyer shall have received the
certificates, instruments and documents listed below:

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(i) The stock certificates representing the Trey
Shares duly endorsed in blank, or accompanied by stock powers
duly executed in blank, and otherwise in form acceptable to
Buyer for transfer on the books of Trey.

(ii) The minute books, stock records and corporate
seals of Trey and the Company certified as complete and
correct as of the Closing Date by the secretary or an
assistant secretary of each of Trey and the Company.

(iii) All of Trey's and the Company's books and
records, including without limitation minute books, corporate
charter, bylaws, stock records, bank account records,
accounting records, computer records and all contracts with
third parties.

(iv) The written resignations of such directors
and officers of Trey and the Company and their Subsidiaries,
if any, as Buyer shall, at least two days prior to the Closing
Date, specify in writing to Trey, such resignations to be
effective concurrently with the Closing on the Closing Date.

(v) A copy of the resolutions of the Boards of
Directors of Trey and the Company authorizing execution,
delivery and performance by the Company of this Agreement and
electing the new officers and directors specified pursuant to
Section 1.3 hereof, certified by the secretary or an assistant
secretary of each of Trey and the Company.

(vi) Certificates from the Secretary of State of
Texas and the Comptroller of Public Accounts of the State of
Texas, each dated not more than five days prior to the Closing
Date, as to the legal existence and good standing,
respectively of Trey and the Company.

(vii) Releases in form and substance satisfactory
to Buyer executed by the Seller releasing Trey and the Company
from any liability or obligation to the Seller.

(viii) A Xxxx of Sale in the form of Exhibit D
transferring all of the Assets to Buyer or its nominee,
together with all necessary Motor Vehicle Certificates, in all
cases duly executed by the Seller.

(ix) An Owner's Policy of Title Insurance issued
by the Title Company covering the Real Property insuring good
and indefeasible title in Company or Trey and containing no
exception other than the Permitted Exceptions and the standard
printed exceptions.

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(x) Such other certificates, instruments and
documents as may be reasonably requested by Buyer prior to the
Closing Date to carry out the intent and purposes of this
Agreement.

(o) Norton Company shall have executed and delivered a
release of liens against the Shares and certain assets of the Company
in form and substance satisfactory to Buyer and, in connection
therewith, the Company shall have reversed its accrual for
supplemental interest due Norton on the Company's books of account and
recorded the federal income tax liability resulting from such
reversal.

(p) The Company shall have entered into key employee
bonus arrangements with certain employees who will receive in the
aggregate $6,436,020 and the related liability, payroll taxes and
federal income tax receivable associated therewith shall have been
accrued on the Company's books of account.

6.3 Conditions Precedent to the Obligations of the Seller. The
obligations of the Seller under this Agreement are subject to the satisfaction
(or waiver by the Seller) at or prior to the Closing Date of each of the
following conditions:

(a) Accuracy of Representations and Warranties. All
representations and warranties of Buyer contained herein or in any
certificate or document delivered to the Seller pursuant hereto shall
be true and correct on and as of the Closing Date, with the same force
and effect as though such representations and warranties had been made
on and as of the Closing Date, except as contemplated or permitted by
this Agreement.

(b) Performance of Agreements. Buyer shall have
performed all obligations and agreements, and complied with all
covenants and conditions contained in this Agreement to be performed
or complied with by it prior to or at the Closing Date.

(c) Actions and Proceedings. All corporate actions,
proceedings, instruments and documents required to carry out the
transactions contemplated by this Agreement or incidental thereto and
all other related legal matters shall be reasonably satisfactory to
counsel for the Seller, and such counsel shall have been furnished
with such certified copies of such corporate actions and proceedings
and such other instruments and documents as it shall have reasonably
requested.

(d) Opinion of Counsel to Buyer. Gardere Xxxxx Xxxxxx &
Xxxxx, L.L.P. to Buyer, shall have furnished to Seller its written
opinion, dated the Closing Date, in a form acceptable to Seller.

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(e) Other Documents. Seller shall have received the
certificates, instruments and documents listed below:

(i) Such certificates, instruments and documents
as may be reasonably requested by Sellers prior to the Closing
Date to carry out the intent and purposes of this Agreement.
(ii) A copy of the resolutions of the Boards of
Director of Buyer authorizing execution, delivery and
performance by Buyer of this Agreement, certified by the
secretary or an assistant secretary of Buyer.

(f) Payment of Consideration. Seller shall have received
the cash set forth in Section 1.2 to be paid at the Closing.

(g) Trey or the Company shall have paid the indebtedness
owed Norton Company in the amount of approximately $1,529,672 and
Xxxxx X. Xxxxxxxxx in the amount of $308,000 by wire transfer or
other agreed method.

7. TERMINATION; AMENDMENT AND WAIVER

7.1 Termination. This Agreement may be terminated and the
transaction contemplated hereby abandoned at any time prior to the Closing in
the following manner:

(a) by mutual written consent of Seller and the Company,
on the one hand, and Buyer, on the other; or

(b) by Seller, if, on the Closing Date, any of the
conditions set forth in Sections 6.1 and 6.3 shall not have been
satisfied and shall not have been waived by Seller;

(c) by Buyer, if, on the Closing Date, any of the
conditions set forth in Sections 6.1 and 6.2 shall not have been
satisfied and shall not have been waived by Buyer; or

(d) by either Sellers or Buyer if the Closing shall not
have occurred on or before September 30, 1997, unless such failure to
close shall be due to a breach of this Agreement by the party seeking
to terminate this Agreement pursuant to this clause.

7.2 Effect of Termination. In the event of the termination of
this Agreement pursuant to Section 7.1 by Seller, on the one hand, or Buyer, on
the other, written notice thereof shall forthwith be given to the other party
specifying the provision hereof pursuant to which such termination is made, and
this Agreement shall become void and have no effect, except that the agreements
contained in this Section and in Section 9.12 shall survive the termination
hereof. Nothing contained in this Section shall relieve any party from
liability for damages actually incurred as a result of any breach of this
Agreement.

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7.3 Amendment. This Agreement may not be amended except by an
instrument in writing signed by or on behalf of all the parties hereto.

7.4 Waiver. Each of Trey, Seller and the Company, on the one
hand, and Buyer, on the other, may (i) waive any inaccuracies in the
representations and warranties of the other contained herein or in any
document, certificate or writing delivered pursuant hereto or (ii) waive
compliance by the other with any of the other's agreements or fulfillment of
any conditions to its own obligations contained herein. Any agreement on the
part of a party hereto to any such waiver shall be valid only if set forth in
an instrument in writing signed by or on behalf of such party. No failure or
delay by a party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

8. INDEMNIFICATION

8.1 Indemnification by the Seller. Subject to the provisions of
this Section 8, the Seller, shall (without any right of indemnification or
contribution from Trey or the Company) protect, indemnify and hold harmless
Buyer, its subsidiaries and affiliates (including Trey and the Company) and
each officer, director and agent of Buyer, its subsidiaries and affiliates
(including Trey and the Company) and each person who controls Buyer in respect
of any losses, claims, damages, liabilities, deficiencies, delinquencies,
defaults, assessments, fees, penalties or related costs or expenses, including,
but not limited to, court costs and attorneys', and accountants' fees and
disbursements, but reduced by any net amount paid to Buyer on account of such
loss by any insurance policies (collectively referred to herein as "Damages")
to which Buyer or its subsidiaries and affiliates (including Trey and the
Company) may become subject if such Damages arise out of or are based upon the
breach of any of the representations and warranties (whether such breach
occurred as of the date of execution of this Agreement or as of the Closing
Date), covenants or agreements made by Trey, Seller or the Company in this
Agreement, including the Exhibits and Schedules hereto, or in any certificate
or instrument delivered by or on behalf of Trey, Seller or the Company pursuant
to this Agreement, except for the representations and warranties made in
Section 3.16.

8.2 Tax Indemnification by Seller Subject to provisions of this
Section 8, Seller hereby agrees to protect, defend, indemnify and hold harmless
Buyer and the Company from and against, and agrees to pay:

(i) all Damages to which Buyer or its subsidiaries and
affiliates (including Trey and the Company) may become subject if such
Damages arise out of or are based upon the breach of any of the
representations and warranties (whether such breach occurred as of the
date of execution of this Agreement or as of the Closing Date)
contained in Section 3.16 of this Agreement;

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(ii) all Taxes of Trey and the Company with respect to any Tax year
or portion thereof ending on or before the Closing Date, to the extent
such Taxes are not based on the operations of Trey and the Company in
the ordinary course of business for the period from the Latest Balance
Sheet through the Closing Date and are not reflected in the reserve
for Tax Liability excluding any reserve for deferred Taxes established
to reflect timing differences between book and Tax income reflected on
the latest Balance Sheet or not accrued for by Trey and/or the Company
and listed in Schedule 8.2.

8.3 Indemnification by Buyer. Subject to the provisions of this
Section 8, Buyer shall protect, indemnify and hold harmless the Seller, in
respect of any Damages to which Seller may become subject if such Damages arise
out of or are based upon the breach of any of the representations, warranties,
covenants or agreements made by Buyer in this Agreement, including the Exhibits
and Schedules hereto, or in any certificate delivered by or on behalf of Buyer
pursuant to this Agreement.

8.4 Indemnification Procedures. The obligations and liabilities
of each indemnifying party hereunder with respect to claims resulting from the
assertion of liability by the other party or third parties shall be subject to
the following terms and conditions:

(a) If any person shall notify an indemnified party (the
"Indemnified Party") with respect to any matter which may give rise to
a claim for indemnification (a "Claim") against Buyer or Seller (the
"Indemnifying Party") under this Section 8, then the Indemnified Party
shall promptly notify each Indemnifying Party thereof in writing;
provided, however, that no delay on the part of the Indemnified Party
in notifying any Indemnifying Party shall relieve the Indemnifying
Party from any obligation hereunder unless (and then solely to the
extent) the Indemnifying Party thereby is prejudiced.

(b) Any Indemnifying Party will have the right to defend
the Indemnified Party against the Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (i) the
Indemnifying Party notifies the Indemnified Party in writing within 15
days after the Indemnified Party has given notice of the Claim that
the Indemnifying Party will indemnify the Indemnified Party from and
against the entirety (subject to any limitations contained in Section
8) of any Damages the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of or caused by the Claim,
and (ii) the Indemnifying Party conducts the defense of the Claim
actively and diligently and in good faith.

(c) So long as the Indemnifying Party is conducting the
defense of the Claim in accordance with Section 8.4(b) above, (i) the
Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Claim, (ii) the
Indemnified Party will not consent to the entry of any judgment or
enter into any settlement with respect to the Claim without the prior
written consent of the Indemnifying Party (not to be withheld
unreasonably), and (iii) the Indemnifying Party will not consent to
the entry of

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any judgment or enter into any settlement with respect to the Claim
without the prior written consent of the Indemnified Party (not to be
withheld unreasonably).

(d) In the event any of the conditions in Section
8.4(b)(i) above is or becomes unsatisfied, however, (i) the
Indemnified Party may defend against, and consent to the entry of any
judgment or enter into any settlement with respect to, the Claim in
any manner it reasonably may deem appropriate (and the Indemnified
Party need not consult with, or obtain any consent from, any
Indemnifying Party in connection therewith), (ii) the Indemnifying
Party will remain responsible for any damages the Indemnified Party
may suffer resulting from, arising out of, relating to, in the nature
of, or caused by the Claim to the fullest extent provided in this
Section 8.

(e) In connection with Section 8.2 above, Seller
understands that Buyer will close the books of Trey and the Company
and file 1997 federal and state tax returns therefor and Seller agrees
to reimburse Buyer fifty percent (50%) of the cost (total
reimbursement not to exceed Two Thousand, Five Hundred Dollars
($2,500.00) of the preparation of the Trey and the Company 1997 U.S.
federal income tax return(s). Buyer shall engage an independent public
accounting firm, subject to Seller's concurrence which shall not be
unreasonably withheld, to prepare the Trey and the Company 1997 U.S.
federal income tax return(s). Buyer shall provide Seller, or Seller's
designee, copies thereof for review and suggested changes thereto at
least ten (10) business days prior to the filing due date, including
any extensions, of said Tax Returns. The Buyer will have the final
decision as to the presentation, inclusion, etc. of any Tax Return
item. In the event of a deficiency assessment before any Governmental
entity relating to tax returns for Trey and the Company, Buyer shall
give the Seller, or Seller's designee, prompt written notice of such
deficiency assessment and Seller shall, upon timely written notice to
the Buyer, be entitled to conduct the defense thereof at Seller's
expense and so long as any such defense is not, in any way,
detrimental to the Buyer. The Buyer, at its own expense, may
co-defend any deficiency assessment that the Seller chooses to protest
and defend.

8.5 Limitation on Indemnification. No party shall be required to
make indemnification pursuant to Sections 8.1, 8.2 and 8.3 of this Agreement
unless and until the aggregate of all such indemnification claims against such
party exceeds $250,000 and then only to the extent that such aggregate amount
exceeds $250,000.

8.6 Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, NO PARTY SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY PERSON
UNDER THIS AGREEMENT FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF
PROFITS THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR
BREACH THEREOF, PROVIDED, IN NO EVENT SHALL ANY LOSSES OR DAMAGES PAYABLE AS A
RESULT OF A THIRD PARTY CLAIM BE CONSIDERED INCIDENTAL OR CONSEQUENTIAL
DAMAGES.

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8.7 Survival. Except as otherwise provided in this Section 8.7,
the representations, warranties, covenants and agreements set forth in Articles
3 and 4 of this Agreement and in any certificate or instrument delivered in
connection herewith shall survive the Closing and continue in full force and
effect until the second anniversary (or in the case of Section 3.16, the third
anniversary) of the Closing Date, following which no party may bring any action
or present any claim for the inaccuracy or breach of such representations,
warranties, covenants and agreements. Notwithstanding the foregoing, Seller's
obligations with respect to the representations and warranties set forth in
Section 3.5 and the indemnity obligations set forth in Section 8.2, shall
survive the Closing and continue in full force and effect thereafter for a
period of six years (subject to any applicable statutes of limitation)
provided, however, Buyer will not extend the Statutes of Limitation for any
taxes reported on any tax return without the written consent of Seller (not to
be withheld unreasonably).

9. MISCELLANEOUS.

9.1 Payment of Certain Fees and Expenses. The Seller shall pay
the fees and expenses incurred by him, the Company and Trey in connection with
the negotiation, preparation, execution and performance of this Agreement,
including, without limitation, brokers' fees, attorneys' fees and accountants'
fees. Buyer shall pay the fees and expenses incurred by it in connection with
the negotiation, preparation, execution and performance of this Agreement,
including, without limitation, brokers' fees, attorneys' fees. and accountants'
fees.

9.2 Notices. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or mailed, first class mail, postage prepaid, return receipt requested, as
follows:

(a) If to Trey, the Company and Seller:

Xxxxx X. Xxxxxxxxx
P. O. Box 60910
Xxxxxxx, Xxxxx 00000

with a copy to:

Xxxxxx X. Xxxxxxxx, Attorney
Xxxxxxx & Xxxxxxxx, X.X.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000

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(b) If to Buyer:

Pool Company
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: President
Facsimile: 713/954-3326

with a copy to:

Pool Company
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Facsimile: 713/954-3326

or to such other address as either party shall have specified by notice in
writing to the other party. All such notices, requests, demands and
communications shall be deemed to have been received on the earlier of the date
of delivery or on the fifth business day after the mailing thereof.

9.3 Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto) constitutes the entire agreement between the parties hereto
and supersedes all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter hereof.

9.4 Binding Effect; Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
permitted heirs, personal representatives, successors and assigns. Nothing in
this Agreement, expressed or implied, is intended to confer on any person other
than the parties hereto or their respective heirs, personal representatives,
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.

9.5 Assignability. This Agreement shall not be assignable by the
Sellers without the prior written consent of Buyer or by Buyer without the
prior written consent of the Seller; provided, however, that Buyer shall be
entitled to assign this Agreement to an affiliate without the consent of
Seller.

9.6 Amendment; Waiver. This Agreement may be amended,
supplemented or otherwise modified only by a written instrument executed by the
parties hereto. No waiver by any party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and executed by the

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party so waiving. Except as provided in the preceding sentence, no action
taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranties, covenants, or agreements contained herein, and in any documents
delivered or to be delivered pursuant to this Agreement and in connection with
the Closing hereunder. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.

9.7 Limitation on Interest. Regardless of any provision contained
herein or any other document executed in connection with this Agreement, the
parties hereto shall not be obliged to pay, and the parties hereto shall never
be entitled to charge, reserve, receive, collect or apply, as interest (it
being understood that interest shall be calculated as the aggregate of all
charges that are contracted for, charged, reserved, received, collected,
applied or paid which constitute interest under Applicable Law) payable
hereunder any amount in excess of the maximum non-usurious contract rate of
interest allowed from time to time by Applicable Law, and in the event any of
the parties hereto ever charges, reserves, receives, collects or applies, as
interest, any such excess, at the option of the payor of such interest, such
amount shall be deemed a partial prepayment of the amount payable hereunder or
promptly refunded to the payor of such interest.

9.8 Section Headings; Index. The section headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

9.9 Severability. If any provision of this Agreement shall be
declared by any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Agreement shall not be affected and
shall remain in full force and effect.

9.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

9.11 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

9.12 Dispute Resolution. Any dispute, difference or question
("Dispute") between Buyer and Seller ("Disputing Parties"), shall be resolved
in accordance with the following dispute resolution procedures:

(a) Good Faith Negotiations. The Disputing Parties shall
endeavor, in good faith, to resolve the Dispute through negotiations.
If the Parties fail to resolve the Dispute within a reasonable time,
each Party shall nominate a senior officer or officers of its
management to meet at any mutually agreed location to resolve the
Dispute.

(b) Mediation. In the event that the negotiations do not
result in a mutually acceptable resolution, either Disputing Party may
require that the Dispute shall be referred

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to mediation in Houston, Texas. One mediator shall be appointed by
the agreement of the Parties. The mediator shall be suitably
qualified person having no direct or personal interest in the outcome
of the Dispute. Mediation shall be held within thirty (30) days of
referral to mediation. In the event the Disputing Parties are unable
to agree on a mediator, the Parties agree to the appointment of a
mediator pursuant to the Commercial Mediation Rules of the American
Arbitration Association.

(c) Arbitration. In the event the Parties are
unsuccessful in their mediation of the Dispute, or in the event of any
Dispute about the scope of or compliance by a party with the terms of
this Section 9.12, either Disputing Party may initiate a binding
arbitration proceeding by requesting that the Dispute be settled by
arbitration by an arbitrator mutually acceptable to the Disputing
Parties in an arbitration proceeding conducted in the City of Houston,
Texas in accordance with the rules existing at the date hereof of the
American Arbitration Association. If the Disputing Parties hereto
cannot agree on an arbitrator within ten (10) business days of the
initiation of the arbitration proceeding, an arbitrator shall be
selected for the Disputing Parties by the American Arbitration
Association. The Disputing Parties shall use their reasonable best
efforts to have the arbitral proceeding concluded and a judgment
rendered by the arbitrator within forty (40) business days of the
initiation of the arbitration proceeding. The decision of such
arbitrator shall be final, and judgment upon the award rendered by the
arbitration may be entered in any court having jurisdiction thereof,
and the costs (including, without limitation, reasonable fees and
expenses of counsel and experts for the Disputing Parties) of such
arbitration (including the costs to enforce or preserve the rights
awarded in the arbitration) shall be borne by the Disputing Party whom
the decision of the arbitrator is against. If the decision of the
arbitrator is not clearly against one of the disputing Parties or the
decision of the arbitrator is against more than one Disputing Party on
one or more issues, the costs of such arbitration shall be borne
equally by the Disputing Parties.

10. DEFINITIONS.

10.1 Defined Terms. As used in this Agreement, each of the
following terms has the meaning given it below:

"affiliate" means, with respect to any person, any other
person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control
with, such person.

"Applicable Law" means any statute, law, rule or regulation or
any judgment, order, writ, injunction or decree of any Governmental
Entity to which a specified person or property is subject.

"Code" means the Internal Revenue Code of 1986, as amended and
in effect on the Closing Date.

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"Encumbrances" means liens, charges, pledges, options,
mortgages, deeds of trust, security interests, claims, restrictions
(whether on voting, sale, transfer, disposition or otherwise),
licenses, sublicenses, easements and other encumbrances of every type
and description, whether imposed by law, agreement, understanding or
otherwise.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

"GAAP" means generally accepted accounting principles as in
effect on the date of this Agreement.

"Governmental Entity" means any court or tribunal in any
jurisdiction (domestic or foreign) or any public, governmental or
regulatory body, agency, department, commission, board, bureau or
other authority or instrumentality (domestic or foreign).

"HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement
Act of 1976, as amended and the rules and regulations promulgated
thereunder.

"Intellectual Property" means patents, trademarks, service
marks, trade names, copyrights, trade secrets, know-how, inventions,
and similar rights, and all registrations, applications, licenses and
rights with respect to any of the foregoing.

"IRS" means the Internal Revenue Service.

"Knowledge" means (i) with respect to any natural person the
actual knowledge of such natural person in their normal course of
affairs and (ii) with respect to a corporation or other business
entity, the actual knowledge in their normal course of affairs of any
shareholder (other equity owner), officer or director of such
corporation or business entity.

"Permits" means licenses, permits, franchises, consents,
approvals and other authorizations of or from Governmental Entities.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, enterprise,
unincorporated organization or Governmental Entity.

"Permitted Encumbrances" shall mean (i) liens for
non-delinquent ad valorem taxes, non-delinquent statutory liens
arising other than by reason of Seller's, Trey's or Company's
default, (ii) liens, leases or security interests in respect of motor
vehicles and transportation equipment used in the ordinary course of
business, and (iii) such liens, minor imperfections of title or
easements on real property, leasehold estates or personalty as do not
in any material respect detract from the value thereof and do not
interfere with the present use of the properties subject thereto.

"Proceedings" means all proceedings, actions, claims, suits,
investigations and inquiries by or before any arbitrator or
Governmental Entity.

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"Real Property" means the Real Property defined in Section 3.6
as further described in Schedule 3.6.

"reasonable best efforts" means a party's best efforts in
accordance with reasonable commercial practice and without the
incurrence of unreasonable expense or the initiation of litigation.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means any corporation more than 30 percent of
whose outstanding voting securities, or any partnership, joint
venture, or other entity more than 30 percent of whose total equity
interests is owned, directly or indirectly, by the Company.

"Taxes" means any income taxes or similar assessments or any
sales, excise, occupation, use, ad valorem, property, production,
severance, transportation, employment, payroll, franchise or other tax
imposed by any United States federal, state or local (or any foreign
or provincial) taxing authority, including any interest, penalties or
additions attributable thereto.

"Tax Return" means any return or report, including any related
or supporting information, with respect to Taxes.

"Treasury Regulations" means one or more treasury regulations
promulgated under the Code by the Treasury Department of the United
States.

10.2 References and Interpretation. All references in this
Agreement to Sections, paragraphs and other subdivisions refer to the Sections,
paragraphs and other subdivisions of this Agreement unless expressly provided
otherwise. The words "this Agreement", "herein", "hereof", "hereby",
"hereunder" and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. Whenever the
words "include", "includes" and "including" are used in this Agreement, such
words shall be deemed to be followed by the words "without limitation". Each
reference herein to a Schedule, Exhibit or Annex refers to the item identified
separately in writing by the parties hereto as the described Schedule, Exhibit
or Annex to this Agreement. All Schedules, Exhibits and Annexes are hereby
incorporated in and made a part of this Agreement as if set forth in full
herein. References to any document (including this Agreement) are references
to that document as amended, consolidated, supplemented, novated or replaced by
the parties from time to time in accordance with Section 9.6. References to
any law are references to that law as amended, consolidated, supplemented or
replaced from time to time and all rules and regulations promulgated
thereunder. Nothing in the Schedules shall be deemed adequate to disclose an
exception to a representation or warranty made herein unless the Schedule
identified the exception with reasonable particularity and describes the
relevant facts in reasonable detail. Each representation, warranty and
covenant contained herein shall have independent significance. If any party
has breached any representation, warranty or covenant contained herein, the
fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless

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of the relative levels of specificity) that such party has not breached shall
not detract from or mitigate the fact that the party is in breach of the first
representation, warranty or covenant. References to time are references to
Houston, Texas time.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the date first above written.

POOL COMPANY SELLER

By: \s\ Xxxxxxx X Xxxxx \s\ Xxxxx X. Xxxxxxxxx
------------------------ ------------------------
Name: Xxxxxxx X Xxxxx XXXXX X. XXXXXXXXX
----------------------
Title: Group Vice President
---------------------

TREY SERVICES, INC. R & H WELL SERVICE, INC.

By: \s\ Xxxxx X. Xxxxxxxxx By: \s\ Xxxxx X. Xxxxxxxxx
---------------------- ----------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
-------------------- --------------------
Title: President Title: President
------------------- -------------------

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EXHIBIT A
CONSULTING CONTRACT

43
CONSULTING CONTRACT

THIS CONTRACT executed this 16th day of October, 1997, between Pool
Company Texas Ltd., a Texas limited partnership, hereinafter called the
"Company," and Xxxxx X. Xxxxxxxxx, hereinafter called "Consultant."

WHEREAS, Pool Company, an affiliate of the Company, and Seller as the
sole shareholder of Trey Services, Inc. ("Trey") have entered into an agreement
dated October 10, 1997 providing for the purchase by Pool Company of all of the
capital stock of Trey (the "Purchase Agreement");

WHEREAS, Consultant has served as the Chief Executive Officer of Trey
for in excess of ten (10) years and has the experience and background to assist
Company in its operations of Trey; and

WHEREAS, the Company desires to engage Consultant's services to assist
in the future operation of the business of Trey.

NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties agree as follows:

1. The Company does hereby engage the services of Consultant as
more specifically described in, and on the terms and conditions set
forth in, this Contract, and Consultant accepts such engagement. The
term of such engagement shall, subject to the provisions of Section 6,
be for a period of three (3) years from the date hereof. Consultant
agrees to make available his services to Company for an average of ten
(10) days per calendar month during the term of this Contract.

2. The services to be rendered hereunder by Consultant and the
compensation to be paid therefor shall be as follows:

(a) Consultant shall assist the Company in policy matters
related to market strategy planning, equipment procurement,
evaluation and recommendation of new business lines or
ventures, relations with employees, customers and the public,
evaluation of equipment and facilities and such other policy
matters as the Company shall from time to time reasonably
request. In performing said services it is understood that
Consultant is not and shall not be an employee of the Company,
and accordingly shall not be entitled to employee benefits
afforded by the Company to its employees. Consultant, as an
independent contractor, shall be under the Company's direction
only with respect to the results to be achieved through his
services and not as to the manner of providing such services.

Consultant shall report directly to and work under the direction of
Company's Group Vice President, U.S. Operations.

(b) Consultant shall be paid for his services at the rate
of Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars
(US$150,000.00) per annum, payable in equal semi-monthly
installments.

(c) Consultant shall be reimbursed for all reasonable
expenses incurred in the performance of his services pursuant
to this Contract. All such expenses shall be supported by
appropriate documentation in accordance with the Company's
procedures. Consultant shall comply with Company policies and
procedures that apply to travel and entertainment activities.

(d) During the term hereof Consultant shall be provided the
use of his current vehicles (Suburban - pickup) and will upon
termination hereof be afforded the opportunity to purchase same
at the then current book value.

3. Consultant agrees that he will faithfully, industriously and to
the best of his ability and experience and talent, perform all of the
duties that may be required of and from him pursuant to the expressed
and implicit terms hereof to the reasonable satisfaction of the
Company.

4. Consultant shall not, except in the course of the Company's
business or as otherwise instructed by management, in any fashion, form
or manner, either directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation, in any manner
whatsoever, nor shall Consultant in any way utilize, any information of
any kind, nature, or description, concerning any matters affecting or
relating to the Company's business, its manner of operations, its
plans, processes or data of any kind, except such information as the
Company or its affiliated corporations shall have theretofore disclosed
publicly or which is otherwise in the public domain.

5. The Company shall be entitled to the sole benefit and exclusive
ownership of any inventions or improvements in plant, machinery,
processes, rigs, equipment, or other things used in the Company's
business that may be made or discovered by Consultant during the term
hereof and all patents for the same, and Consultant shall do all acts
necessary or required by the Company to give effect to this provision.

6. In the event Consultant shall become ill, injured, or in any
way incapacitated at any time during the term hereof so as to prevent
Consultant from performing the services required of him under this
Contract for a period in excess of one (1) continuous year, (the one
year anniversary of such incapacity being hereafter referred to as the
"Deemed Date of Incapacity"), or in the event Consultant dies during
the term of this Contract, then this Contract shall cease and
terminate, and the Company shall be under no liability to

2
45

Consultant except for payment to Consultant, or to the personal
representative of Consultant's estate in the case of death, of such
compensation payments and expense reimbursements as may be due
Consultant pursuant to Section 2 hereof up to the date of Consultant's
Deemed Date of Incapacity or death.

7. The covenants of Consultant contained herein are unique and any
material breach thereof would cause immediate and irreparable injury to
the Company for which there would be no adequate remedy at law.
Accordingly, this Contract shall be enforceable by injunction as well
as by such other appropriate legal or equitable remedies, either with
or without termination of this Contract.

8. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given if delivered in person or if sent by telefax or by mail to the
following respective addresses (or such substitute address as either
party shall hereafter specify by notice to the other):

a) If to Company: Pool Company Texas Ltd.
c/o Pool Company
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Mr. W. J Xxxxx

b) If to Consultant: Xxxxx X. Xxxxxxxxx
P. O. Box 60927
Xxxxxxx, Xxxxx 00000

Notices shall be deemed to have been made when actually
received.

9. This Contract and performance hereunder shall be construed and
enforced in accordance with and pursuant to the laws of the State of
Texas.

10. No waiver or modification of this Contract nor any covenant,
condition or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith.

11. The parties agree that in the event any of the covenants
contained herein should be held by any court or other constituted legal
authority to be totally void or otherwise unenforceable in any
particular area or jurisdiction, then this Contract shall be deemed to
be amended and modified so as to eliminate herefrom that particular
area or jurisdiction as to which such covenant is so held to be void or
otherwise unenforceable, and, as to all other areas and jurisdictions
covered hereby, the terms and provisions hereof shall remain in full
force and effect as originally written. The parties further agree that
in the event any

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46
of the covenants set forth herein should be held by any court or other
constituted legal authority to be effective in any particular area or
jurisdiction only if said covenant is modified to limit its duration or
scope, then this Contract shall be deemed to be amended and modified
with respect to that particular area of jurisdiction so as to comply
with the order of any such court or other constituted legal authority,
and, as to all other areas or jurisdictions, the terms and conditions
hereof shall remain in full force and effect as originally written.

12. This Contract shall be binding on and inure to the benefit of
the respective parties hereto and their executors, administrators,
heirs, personal representatives, successors and assigns, except that
this Contract is a personal obligation of Consultant which may not be
assigned by either party without the consent of the other.

IN WITNESS WHEREOF, the parties have duly executed this Contract in
Houston, Texas, as of the day first hereinabove written.

POOL COMPANY TEXAS LTD.
By: Pool Company, General Partner

By:
----------------------------- ---------------------------------
XXXXX X. XXXXXXXXX
Name:
-----------------------------

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

4
47

EXHIBIT B
LEASE AGREEMENT

LEASE

THIS LEASE, made and entered into by and between III MILLENNIUM
CORPORATION (hereinafter called "Landlord"), and POOL COMPANY TEXAS LTD.
(hereinafter called "Tenant") this the 16th day of October, 1997.

THAT FOR and in consideration of the covenants and agreements
hereinafter set forth to be kept and performed by Tenant, Landlord hereby
demises and leases to Tenant, and Tenant does hereby take, accept and hire from
Landlord, the following premises:

Approximately 8,500 square feet of the 0000 Xxxx Xxxxxxx 00 Xxxxxxxx
("Xxxxxxxx") designated as Space E as shown in red on the diagram and
plat attached hereto as Exhibit A.

For the term, at the rental, and subject to and upon the terms,
conditions and agreements herein set forth as follows:

1. DEMISED PREMISES.

(a) The premises demised and leased hereunder (hereinafter
referred to as the "Demised Premises", or "Premises"), are situated in Midland
County, Texas. Said Demised Premises are to be occupied and used by Tenant for
any lawful purpose.

(b) Out of the Demised Premises Tenant agrees to furnish
during the term hereof Xxxxx X. Xxxxxxxxx, Xx. that certain office area that
he currently occupies, including all utilities thereto, containing
approximately 800 square feet, more particularly designated in red on the
diagram attached hereto as Exhibit B.

2. TERM. The term of this lease shall be for a period of five
(5) years commencing on October 16, 1997, and ending on the 15th day of
October, 2002.

3. MINIMUM RENTAL. Tenant has paid in advance the Rental for the
use and occupancy of the Demised Premises, the receipt of which is hereby
acknowledged.

4. ADDITIONAL RENTAL. As Additional Rental Tenant shall pay to
Landlord within ten (10) days upon rendition of a statement for the following:

(a) One-third (1/3) of the Premiums paid for fire and extended
coverage insurance maintained by Landlord on the building and improvements as
described in Paragraph 10(b) below.

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49
(b) One-third (1/3) of the ad valorem taxes rendered against
the Premises.

(c) Excluding Tenant's obligations for repairs and
maintenance in Paragraph 6, one-third (1/3) of all maintenance and repair costs
for the entire building, lot and surrounding property and supporting
facilities, including landscaping, service areas, mechanical rooms, parking
areas, and driveways.

5. OWNERSHIP OF IMPROVEMENTS. During the term hereof, title to
all structures, improvements and facilities constructed, erected or installed
by Landlord or Tenant upon the Demised Premises shall be vested in Landlord,
except that Landlord or its successors or assigns shall in no way be entitled
to or have the right to use or ownership of the Tenant's trade name during the
term hereof or upon the expiration or termination of this Lease for any reason
whatsoever.

6. REPAIRS AND MAINTENANCE. Tenant shall, at its own expense,
maintain the leased premises and appurtenances in good repair. Tenant shall
also keep in repair or replace the plumbing heating and air conditioning system
and electrical equipment. It is understood that Tenant is not required to
maintain the leased premises in a condition equal to new, but Tenant shall at
all times keep and maintain the premises in such condition as to minimize as
far as is practicable the effects of use, decay and weather. Tenant shall not
be responsible for repairing damages to the exterior or interior of the
building caused by the elements, fire or other causes beyond the control of
Tenant. At the end of the term hereof or any extension thereof, Tenant agrees
to deliver up the leased premises in as good a condition as at the beginning of
the term, natural deterioration by normal use and damage by fire and the
elements excepted. Tenant shall, at its sole cost and expense, make all
repairs and replacements or alterations to the Premises required by any
governmental authority and all necessary repairs and replacements of Tenant's
fixtures required for the proper conduct of Tenant's business. Tenant shall
forthwith, at its own cost and expense, replace with glass of the same quality
any cracked or broken glass including plate glass, other glass or breakable
material used in structural portions and any interior and exterior windows and
doors in the Premises. If Landlord provided Tenant with any warranty or
warranties relating to any system or equipment in the Premises, Tenant shall
comply with all of the terms and conditions of such warranty or warranties.
Tenant shall at all times keep the Premises and the immediate areas in front,
behind and adjacent to it, exterior entrances, exterior walls, all glass and
show windows, moldings and bulkheads, and all partitions, doors, floor
surfaces, fixtures, equipment and appurtenances thereof in good order,
condition and repair, and in a satisfactory condition of cleanliness, including
reasonable periodic painting of the interior and, if applicable, the exterior
of the Premises, damage by unavoidable casualty excepted. Tenant shall be
fully responsible and liable for the maintenance and lighting of all its
exterior signs, and shall periodically repaint metal surfaces that rust or
begin to deteriorate from any causes. Any damage to the exterior walls to
which a sign may be attached, including but not limited to rust stains and
structural cracking of the fascia, caused by Tenant's use of such sign, shall
be repaired by Tenant at its own cost. In addition to the foregoing, Tenant
shall install, repair, replace and

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50
maintain fire extinguishers and other fire prevention equipment in the Premises
in accordance with the recommendations or requirements of Landlord's fire
engineer or Landlord's fire insurance carrier or in accordance with any future
recommendations of Landlord's fire insurance carrier or fire engineer, and in
accordance with applicable governmental codes.

7. WARRANTIES. Landlord covenants that Tenant paying the rent
herein reserved, and observing, performing and keeping all and singular the
provisions of this Lease to be kept or observed by Tenant, shall and may
lawfully, peacefully and quietly have, hold, use, occupy, possess, and enjoy
the leased premises, for and during the entire term hereto, without any let,
suit, hindrance, eviction, ejection, molestation or interruption whatsoever.

8. UTILITIES SERVICES. The Landlord represents that there is
available to the Tenant upon the Demised Premises facilities for the delivery
to and distribution within the Demised Premises of water, the removal of
sewage, electricity, telephones and for like common utilities. Tenant shall
pay for all utilities furnished to the Demised Premises.

9. INDEMNITY. From and after the date Tenant occupies the
premises, Tenant shall indemnify and hold harmless Landlord from and against
any and all claims arising from Tenant's use of the Demised Premises or the
conduct of its business or from any activity, work, or thing done, permitted or
suffered by Tenant in or about the Demised Premises, and shall further
indemnify and hold Landlord harmless from and against any and all claims
arising from any breach or default in the performance of any obligation on
Tenant's part to be performed under the terms of the Lease, or arising from any
act of negligence of Tenant, or any of its agents. Tenant, as a material part
of the consideration to Landlord, hereby assumes all risk of damage to property
or injury to persons in, upon, or about the Demised Premises from any cause and
Tenant hereby waives all claims in respect thereof against Landlord unless said
damage or injury is caused by negligence of Landlord or its agents.

10. INSURANCE - GENERAL LIABILITY AND PROPERTY DAMAGE.

(a) General liability. Tenant shall at all times during
the term hereof and at its own cost and expense, procure and continue in force
bodily injury liability and property damage liability insurance against
liability for injury to or death of any person in connection with the use,
operation or condition of the Demised Premises. Such insurance at all times
shall be in an amount of not less than One Million ($1,000,000.00) Dollars for
injuries to more than one person in any one accident, not less than Five
Hundred Thousand ($500,000.00) Dollars for injury to any one person, and not
less than Fifty Thousand ($50,000.00) Dollars with respect to damage to
property. Such insurance shall be written by good and responsible companies
reasonably acceptable to Landlord, and there shall be delivered to Landlord
customary certificates evidencing such paid-up insurance, which certificates
are to be issued by the insurance companies. Landlord and any mortgagee shall
be named as additional insureds.

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(b) Property coverage. During the entire Term hereof,
Landlord shall procure and maintain in full force and effect with respect to
the building, a policy or policies of Fire and Extended Coverage Insurance.
Such insurance, at Landlord's election, may include, but is not limited to,
sprinkler leakage, vandalism and malicious mischief coverage, and any other
endorsements required by the holder of any fee or leasehold mortgage.

11. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS. If the improvements
on said premises shall be damaged or rendered untenable, or unusable, by fire
or other casualty, Landlord shall, within sixty (60) days from the date of such
damage or destruction, commence to repair or replace said improvements and the
same shall be completed with due diligence. If such repair or replacement has
not been completed within ninety (90) days of such damage, Tenant may terminate
this Lease, as of the date of such damage, upon thirty (30) days written notice
to Landlord. Landlord covenants and agrees that in the event of destruction or
damage of the building, improvements or any part thereof, and as often as any
building or improvement on said Premises shall be destroyed or damaged by fire,
windstorm or other casualty, Landlord shall rebuild, replace or repair the same
in such manner that the buildings and/or improvements so rebuilt and repaired
shall be of at least the same value as the buildings and/or improvements upon
the Demised Premises immediately prior to such damage or destruction.
Provided, however, anything in this Article to the contrary notwithstanding, in
the case of any damage or destruction occurring during the term hereof, to the
extent of fifty percent (50%) or more of the insurable value of the building,
Landlord may, at Landlord's option, (to be evidenced by notice in writing given
to Tenant with thirty (30) days after the occurrence of such damage or
destruction), in lieu of repairing or replacing such building and related
improvements owned by Landlord, such building and related improvements and any
insurance proceeds shall be retained by Landlord.

12. REMEDIES OF LANDLORD. If the rental provided for in paragraph
No. 3 or the Additional Rental provided for in paragraph No. 4 is not paid by
Tenant on the day when the same shall become due and payable, and shall
continue in default for a period of ten (10) days after written notice thereof
by Landlord to Tenant, or if Tenant shall default in the performance of any of
the other agreements, conditions, covenants or terms herein contained, or if
Tenant shall abandon the Leased Premises for a period of ten (10) days or more,
or if a petition or answer for reorganization of Tenant or the then owner of
Tenant's interest hereunder, shall be approved by any court or judge thereof,
or if Tenant, or the then owner of Tenant's interest hereunder, shall be
adjudicated insolvent or bankrupt, or if Tenant, or the then owner of Tenant's
interest hereunder, shall make a general assignment for the benefit of
creditors, or shall take any benefit under any insolvency or bankruptcy act, or
have a receiver or trustee or other fiduciary appointed for its property, or if
Tenant's leasehold interest shall be taken on execution or other process of
law, or if this lease, or the estate of Tenant hereunder, shall be transferred
or pass to or devolve upon any other person, firm, association or corporation,
except in the manner provided hereunder, then and in any of said events,
Landlord, or those claiming under it, may, immediately, or at any time
thereafter, have the right to terminate and end this Lease, and the term hereby
granted, as well as all of the right, title and interest of Tenant hereunder,
by giving Tenant twenty (20) days

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52
notice in writing; and it is agreed that upon the expiration of the term fixed
in said notice, if the said non-payment, default or other cause of termination
specified in such notice shall not have been made good or removed, this Lease
and the term hereby granted, as well as all of the right, title and interest of
Tenant hereunder shall at the option of Landlord, or those claiming under it,
wholly cease and expire in the same manner and with the same force and effect
as if the expiration of time specified in such notice were the end of the term
herein originally demised; and Landlord, and those claiming under it, may
immediately, or at any time thereafter, and without further notice and demand,
enter upon the Demised Premises or any part thereof, and repossess the same as
of its first and former estate, and expel Tenant and those claiming under it,
and remove its or their effects without being taken or deemed guilty of any
manner of trespass, and without prejudice to any remedies which might otherwise
be used for arrears of rent or any breach of Tenant's covenants, and that upon
entry as aforesaid, said Lease shall be terminated; and Tenant agrees that,
notwithstanding the termination of this Lease and possession regained by
Landlord, Tenant will indemnify Landlord against all loss of rent which may
accrue to it by reason of such termination, during the remainder of the
original term. In the event Landlord does not exercise the rights provided for
above, it may accept rent from a receiver, trustee or other officer in
possession of the Demised Premises for the term of such occupancy without
impairing or affecting in any way the rights of Landlord against Tenant
hereunder. Any neglect or failure to enforce the right of forfeiture of this
Lease or re- entry upon breach of any of the conditions, covenants, terms and
agreements herein contained, shall not be deemed a waiver of such right upon
any subsequent breach of any such or any other condition, covenant, term and/or
agreement herein contained. If a writ of attachment or execution is levied on
this Lease, Tenant shall have fifteen (15) days in which to cause the
attachment or execution to be removed. If any involuntary proceeding in
bankruptcy is brought against Tenant, or if a receiver is appointed, tenant
shall have sixty (60) days in which to have the involuntary proceeding
dismissed or the receiver removed. If Tenant fails to perform any provision of
this Lease, other than payment of rent when due, and if such failure to perform
is not cured within twenty (20) days after notice has been given by Landlord to
Tenant, Tenant shall be in default. If the default cannot reasonably be cured
within twenty (20) days, Tenant shall not be in default of this Lease if Tenant
commences to cure the default within the twenty (20) day period and diligently
and in good faith continues to cure the default. Notices given under this
Article shall specify the alleged default and the applicable provisions, and
shall demand that Tenant perform the provisions of this Lease or pay the rent
that is in arrears, as the case may be, within the applicable period of time,
or quit the Premises. No such notice shall be deemed a forfeiture or a
termination of this Lease unless Landlord so elects in the notice.

13. ASSIGNMENT AND SUBLETTING. Tenant agrees not to sell, assign,
mortgage, pledge, or in any manner transfer this Lease or any estate or
interest thereunder and not to sublet the Premises or any part or parts thereof
without the previous consent of Landlord in each instance, said consent not to
be unreasonably withheld by Landlord. Any such assignment shall not release
the Tenant from its obligations hereunder.

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14. COMPLIANCE WITH LAW. Tenant shall, at its own cost and
expense, comply with all of the requirements of all municipal, state and
federal authorities now in force, or which may hereafter be in force,
pertaining to the said premises, and shall faithfully observe in the use of the
premises all municipal ordinances and state and federal statutes now in force
or which may hereafter be in force. The judgment of any court of competent
jurisdiction, or the admission of Tenant in any action or proceedings against
Tenant, whether Landlord be a part thereto or not, that Tenant has violated any
such ordinance or statute in the use of the Premises shall be conclusive of
that fact as between Tenant and Landlord.

15. EMINENT DOMAIN. In the event that all or substantially all
the Demised Premises shall be appropriated or taken under the power of eminent
domain by any public or quasi-public authority, this Lease shall terminate and
expire as of the date of such taking and Tenant shall thereupon be released
from any liability thereafter accruing hereunder. "Appropriation or taking" by
eminent domain as used herein also includes a voluntary conveyance under threat
of eminent domain proceedings.

In any eminent domain proceedings, Tenant and Landlord shall be
entitled to prosecute claims in any condemnation proceedings for the value of
their respective interests.

In the event more than twenty percent (20%) of the ground floor area
of the building or more than twenty percent (20%) of the parking area is taken
under the power of eminent domain by any public or quasi-public authority, or
if by reason of any appropriation or taking, regardless of the amount so taken,
the remainder of the building or parking and common area is not one undivided
parcel of property or is not suitable, in Tenant's reasonable judgment, for
operation as a general business, office and warehouse, or if right of ingress
or egress is taken so that the Premises will not be suitable for the purposes
for which it has been leased, then Tenant shall have the right to terminate
this Lease as to such location as of the date of such taking upon giving to
Landlord notice in writing of such election within thirty (30) days after such
appropriation or taking. In the event of such termination, both parties shall
thereupon be released from any liability thereafter accruing hereunder.
Landlord agrees, immediately after it receives information as to the intention
of any such authority to appropriate or take, to give to Tenant notice in
writing thereof.

If this Lease is terminated in either manner herein above provided,
each party shall be entitled to any award made to it in such proceedings but
the rent shall be prorated as of the date of Tenant's quitting occupancy of the
Demised Premises and Landlord agrees to refund to Tenant any unearned rent paid
in advance as to such location.

Each party agrees to execute and deliver to the other all instruments
that may be required to effectuate the provisions of this paragraph.

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16. LIENS. In addition to the statutory landlord's lien, Landlord
shall have at all times a valid contractual lien and/or security interest for
all rentals and other sums of money becoming due hereunder from Tenant, upon
all goods, wares, equipment, fixture, furniture and other personal property of
Tenant situated on the above described premises, and such property shall not be
removed therefrom without the consent of Landlord until all arrearage in rent
as well as any and all other sums of money then due to Landlord hereunder shall
first have been paid and discharged. Upon occurrence of an event of default by
Tenant, Landlord may, in addition to any other remedies provided herein or by
law, enter upon the demised premises and take possessions of any and all goods,
wares, equipment, fixtures, furniture and other personal property of Tenant
situated on the premises without liability for trespass or conversion, and sell
the same with or without notice at public or private sale, with or without
having such property at the sale, at which Landlord or his assigns may
purchase, and apply the proceeds thereof, less any and all expenses connected
with the taking of possession and sale of the property, as a credit against any
sums due by Tenant to Landlord. Any surplus shall be paid to Tenant, and
Tenant agrees to pay any deficiency forthwith.

17. SIGNS. Any sign or signage desired by Tenant shall have prior
approval by Landlord as to size, design and location and shall be at Tenant's
sole cost and expense. Tenant shall remove any such sign upon termination of
the lease and shall return the Premises to their condition prior to the
placement of said sign.

18. NOTICES. Whenever, under this Lease, a provision is made for
any demand, notice or declaration of any kind, or where it is deemed desirable
or necessary by either party to give or serve any such notice, demand or
declaration to the other, it shall be in writing and either served personally
or sent by registered mail or certified mail, return receipt requested, with
postage prepaid, addressed as follows:

To Landlord: III MILLENNIUM CORPORATION
X.X. XXX 00000
XXXXXXX, XXXXX 00000

Copy to: XX. XXXXXX X. XXXXXXXX, ATTORNEY
XXXXXXX & XXXXXXXX, X.X.
000 X. XXXXX, XXXXX 0000
XXXXXX, XXXXX 00000

To Tenant: POOL COMPANY TEXAS LTD.
0000 XXXX XXXXXXX 00
XXXXXXX, XXXXX 00000

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Copy to: POOL COMPANY
00000 XXXXXXXX XXXXXX
XXXXXXX, XXXXX 00000
ATTENTION: MR. W. J XXXXX

Either party may, by like notice, at any time and from time to time,
designate a different address to which notices shall be sent. Such notices,
demands or declarations shall be deemed sufficiently served or given for all
purposes hereunder at the time they shall be mailed by United States mail, as
aforesaid.

19. CONSENT OF LANDLORD AND TENANT. Wherever in this Lease the
Landlord or Tenant is required to give its consent or approval to any action on
the part of the other, such consent or approval shall not be unreasonably
withheld.

In the event of failure to give any such consent, the other party
shall be entitled to specific performance by law and shall have such other
remedies as are reserved to it under this Lease, but in no event shall Landlord
or Tenant be responsible in monetary damages for such failure to give consent
unless said failure is withheld maliciously or in bad faith.

20. ENTRY BY LANDLORD. Tenant shall permit Landlord and its
authorized representatives to enter the premises at all reasonable times for
the purpose of inspection, maintenance, repairs, making additions or
alterations to the premises.

21. MISCELLANEOUS.

A. One or more waivers of a breach of any covenant, term
or condition of this Lease by either party shall not be construed by the other
party as a waiver of a subsequent breach of the same covenant, term or
condition. The consent or approval of either party to or of any act by the
other party of a nature requiring consent or approval shall not be deemed to
waive or render unnecessary consent to or approval of any subsequent similar
act.

B. Nothing herein contained, either in the method of
computing rent or otherwise, shall create between the parties hereto, or
otherwise, be relied upon by others as creating, any relationship or
partnership, association, joint venture, or otherwise. The sole relationship
of the parties hereto shall be that of Landlord and Tenant.

C. The terms and agreements as contained in this Lease
shall apply to, run in favor of, and shall be binding upon and inure to the
benefit of the parties hereto, and also their respective heirs, executors,
administrators, personal representatives and assigns and successors in
interest.

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D. It is understood that there are no oral agreements or
representations between the parties hereto affecting this Lease, and this Lease
supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements or representations and understandings, if any, between
the parties hereto. All agreements, representations and understandings between
the parties hereto are set forth in this Lease. There are no other
representations or warranties between the parties and all reliance with respect
to representations is solely upon the representations and agreements contained
in this document.

E. Tenant shall, after the last day of the term or any
extension thereof, or upon any earlier termination of such term, surrender and
yield up to Landlord the building, and other improvements on the Demised
Premises in good order, condition and state of repair, reasonable wear and tear
and the provisions of Article 6 hereof excepted.

F. If Tenant continues to occupy the Premises after the
last day of the term hereby created, or after the last day of any extension of
said term, and the Landlord elects to accept said rent thereafter, a tenancy
from month to month only shall be created under and subject to all other
provisions contained herein, at a minimum monthly rent equal to one and
one-half (1-1/2) times the fair rental value during the final year of the lease
as the same may be extended from time to time. The current fair value of the
minimum monthly rental is $5,500.00 per month.

G. The article titles herein are for convenience only
and do not in any way define, limit or construe the contents of such articles.

H. It is agreed that if any provision of this lease
shall be determined to be void by any Court of competent jurisdiction, then
such determination shall not affect any other provision of this Lease and all
such other provisions shall remain in full force and effect; and it is the
intention of the parties hereto that if any provision of this Lease is capable
of two constructions, one of which would render the provision void and the
other of which would render the provision valid, then the provision shall have
the meaning which renders it valid.

I. This Lease shall be construed and interpreted in
accordance with the laws of the State of Texas with venue in Midland County,
Texas. All rentals due hereunder shall be payable at X.X. Xxx 00000, Xxxxxxx,
Xxxxx 00000, or at such other place as Landlord may, from time to time,
designate.

Page 9
57
IN WITNESS WHEREOF, the parties do hereunto set their hands to
multiple copies hereof, each of which shall constitute an original, on the day
or days hereinafter set forth.

LANDLORD: TENANT:
--------- -------

III MILLENNIUM CORPORATION POOL COMPANY TEXAS LTD.
By: Pool Company, General Partner

By: By:
----------------------------------- ---------------------------------
Xxxxx X. Xxxxxxxxx, Xx., President

Page 10
58
EXHIBIT C

Noncompetition Agreement
59
EXHIBIT C

NONCOMPETITION AGREEMENT

This Noncompetition Agreement (this "Agreement") is made as of
October 16, 1997, by and between Pool Company Texas Ltd., a Texas limited
partnership ("Pool"), and Xxxxx X. Xxxxxxxxx, an individual, residing in
Midland, Texas ("Xxxxxxxxx").

RECITALS

Concurrently with the execution and delivery of this Agreement, an
affiliate of Pool is purchasing from Xxxxxxxxx all of the outstanding shares
(the "Shares") of Trey Services, Inc., a Texas corporation (the "Company"),
pursuant to the terms and conditions of a stock purchase agreement made as of
October 16, 1997 (the "Stock Purchase Agreement"). The Stock Purchase
Agreement requires that a noncompetition agreement be executed and delivered by
Xxxxxxxxx as a condition to the purchase of the Shares by Pool.

AGREEMENT

NOW THEREFORE, in consideration for an allocation of $250,000 out of
the total purchase price (which the parties hereto agree is a reasonable
allocation for Xxxxxxxxx'x obligations set forth herein) Pool has agreed to pay
for the Shares in the Purchase Agreement and the covenants set forth herein,
the parties, intending to be legally bound, agree as follows:

1. DEFINITIONS. Capitalized terms not expressly defined
in this Agreement shall have the meanings ascribed to them in the
Stock Purchase Agreement.

2. ACKNOWLEDGMENTS BY Xxxxxxxxx. Xxxxxxxxx acknowledges
that (a) Xxxxxxxxx has occupied a position of trust and confidence
with the Company prior to the date hereof and has become familiar with
the following, any and all of which constitute confidential
information of the Company (collectively the "Confidential
Information"): (i) any and all trade secrets concerning the business
and affairs of the Company, product specifications, data, know-how,
designs, inventions and ideas, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans,
computer software, systems, structures and architectures of the
Company and any other information, however documented, of the Company
that is a trade secret; (ii) any and all information concerning the
business and affairs of the Company (which includes historical
financial statements, financial projections and budgets, historical
and projected sales, capital spending budgets and plans, the names and
backgrounds of key personnel, personnel training and techniques and
materials), however documented; and (iii) any and all notes, analysis,
compilations, studies, summaries, and other material prepared by or
for the Company containing or based, in whole or in part, on any
information included in the foregoing, (b) the business of the
Company is conducted in the state of Texas, (c) the Company's products
and services are marketed in the state of Texas; (d) the Company
competes with other businesses that are or could be located in any
part of the aforesaid area; (e) Pool has required that Xxxxxxxxx make
the covenants set forth in this Agreement as a condition to the Pool's
purchase of the Shares of the Company owned by Xxxxxxxxx; (f) the
provisions of this Agreement are reasonable and necessary to protect
and preserve the Company's business, and (g) the Company would be
irreparably damaged if Xxxxxxxxx were to breach the covenants set
forth in this Agreement.
60
3. CONFIDENTIAL INFORMATION. Xxxxxxxxx acknowledges and
agrees that all Confidential Information known or obtained by
Xxxxxxxxx, whether before or after the date hereof, is the property of
the Company. Therefore, Xxxxxxxxx agrees that Xxxxxxxxx will not
disclose to any unauthorized Persons or use for his own account or for
the benefit of any third party any Confidential Information, without
Pool's written consent, unless and to the extent that the Confidential
Information is or becomes generally known to and available for use by
the public other than as a result of Xxxxxxxxx'x fault. Xxxxxxxxx
agrees to deliver to Pool at the time of execution of this Agreement,
and at any other time Pool may request, all documents, memoranda,
notes, plans, records, reports, and other documentation, models,
components, devices, or computer software, whether embodied in a disk
or in other form (and all copies of all of the foregoing), relating to
the businesses, operations, or affairs of the Company and any other
Confidential Information that Xxxxxxxxx may then possess or have under
Xxxxxxxxx'x control as of the termination date of the Agreement.

4. NONCOMPETITION. As an inducement for Pool's
affiliate to enter into the Stock Purchase Agreement and the
consideration to be paid under this Agreement, Xxxxxxxxx agrees that:

(a) Except as may be required under that certain
Consulting Contract between Pool and Xxxxxxxxx dated October
16, 1997, for a period of three (3) years after the Closing
Xxxxxxxxx will not, directly or by his personal efforts
through another entity anywhere in the state of Texas:

(i) engage or invest in, own, manage,
operate, finance, control, or participate in the
ownership, management, operation, or control of, be
employed by, associated with, or in any manner
connected with, lend Xxxxxxxxx'x name or any similar
name to, lend Xxxxxxxxx'x credit to, or render
services or advice to, any business whose products or
activities compete in whole or in part with the
products or activities of the Company or Pool;
provided, however, that Xxxxxxxxx may purchase or
otherwise acquire up to (but not more than) five
percent of any class of securities of any enterprise
(but without otherwise participating in the
activities of such enterprise) if such securities are
listed on any national or regional securities
exchange or have been registered under Section 12(g)
of the Securities Exchange Act of 1934. Xxxxxxxxx
agrees that this covenant is reasonable with respect
to its duration, geographical area, and scope.
Notwithstanding the above, nothing herein shall be
deemed to prohibit Xxxxxxxxx from maintaining his
ownership interest in and activities related to the
businesses described in Exhibit A, attached hereto so
long as such does not have a significant competitive
impact on Pool or the Company; and

(ii) either for himself or any other
Person, (A) induce or attempt to induce any employee
of Company or Pool to leave the employ of the Company
or Pool, (B) in any way interfere with the
relationship between the Company or Pool and any
employee of the Company or Pool, (C) employ, engage
as an employee or independent contractor, any
employee of the Company or Pool, or (D) induce or
attempt to induce any customer, supplier, licensee,
or business relation of the Company or Pool to cease
doing business

61
with the Company or Pool, or in any way interfere
with the relationship between any customer, supplier,
licensee, or business relation of the Company or
Pool; and

(iii) either for himself or any other
Person, solicit the business of any Person known to
Xxxxxxxxx to be a customer of the Company or Pool,
whether or not Xxxxxxxxx had personal contact with
such Person, with respect to products or activities
which compete in whole or in part with the products
or activities of the Company or Pool.

(b) In the event it is finally determined that
Xxxxxxxxx has breached any covenant set forth in Subsection
4(a) of this Agreement, the term of such covenant will be
extended by the period of the duration of such breach; and

5. REMEDIES. If Xxxxxxxxx breaches the covenants set
forth in Sections 3 or 4 of this Agreement:

(a) Pool shall notify Xxxxxxxxx of any alleged
breach within ten (10) days of its occurrence, or when Pool
should have reasonably discovered such alleged breach, and the
nature and extent of the alleged breach in sufficient detail
for Xxxxxxxxx to be fully apprised of such alleged breach;

(b) Xxxxxxxxx shall have thirty (30) days from
receipt of such notice to cure such alleged breach or
demonstrate that no such breach has occurred;

(c) In the event such alleged breach is not
resolved under Subsection 5(b), then either party may invoke
the Dispute Resolution provisions described in Section 9.12 of
the Purchase Agreement, which provisions are incorporated
herein by reference and made a part hereof as if copied
verbatim herein; and

(d) In the event that it is finally determined
that Xxxxxxxxx has breached this Agreement, Pool and the
Company will be entitled to the following:

(i) Damages from Xxxxxxxxx; and

(ii) In addition to its right to damages
and any other rights it may have, to obtain
injunctive or other equitable relief to
restrain any breach or threatened breach or
otherwise to specifically enforce the
provisions of Sections 3 and 4 of this
Agreement, it being agreed that money damages
alone would be inadequate to compensate the
Pool and the Company and would be an
inadequate remedy for such breach.

The rights and remedies of the parties to this
Agreement are cumulative and not alternative.

3
62
6. SUCCESSORS AND ASSIGNS. This Agreement will be
binding upon Pool, and Xxxxxxxxx and will inure to the benefit of
Xxxxxxxxx and Xxxxxxxxx'x heirs and personal representatives and of
Pool and the Company and their affiliates, successors and assigns as
long as such entities remain in the Pool Energy Services Co. group of
entities controlled by Pool Energy Services Co. and control of Pool
Energy Services Co. remains unchanged.

7. This Agreement shall terminate upon the expiration of
the noncompetition provisions in Section 4.

8. WAIVER. Neither the failure nor any delay by any
party in exercising any right, power, or privilege under this
Agreement will operate as a waiver of such right, power, or privilege,
and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim
or right unless in writing signed by the party to be charged
therewith; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand
as provided in this Agreement.

9. GOVERNING LAW. This Agreement will be governed by
the laws of the State of Texas without regard to conflicts of laws
principles.

10. SEVERABILITY. Whenever possible each provision and
term of this Agreement will be interpreted in a manner to be effective
and valid, but if any provision or term of this Agreement is held to
be prohibited by applicable law or invalid, then such provision or
term will be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever
the remainder of such provision or term or the remaining provisions or
terms of this Agreement. If any of the covenants set forth in Section
4 of this Agreement are held to be unreasonable, arbitrary, or against
public policy, such covenants will be considered divisible with
respect to scope, time, and geographic area, and in such lesser scope,
time and geographic area, will be effective, binding and enforceable
against Xxxxxxxxx.

11. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement.

12. SECTION HEADINGS, CONSTRUCTION. The headings of
Sections in this Agreement are provided for convenience only and will
not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections
of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.

4
63
13. NOTICES. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be
deemed to have been duly given when (a) delivered by hand (with
written confirmation of receipt), (b) sent by facsimile, provided that
a copy is mailed by registered mail, return receipt requested, or (c)
when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the
appropriate addresses and facsimile numbers set forth below (or to
such other addresses and facsimile numbers as a party may designate by
notice to the other parties):

Xxxxxxxxx:

XXXXX X. XXXXXXXXX
P. O. Xxx 00000
Xxxxxxx, Xxxxx 00000

Pool: POOL COMPANY TEXAS LTD.
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Attention: Group Vice President--U.S. Operations

Facsimile: 713/954-3037

14. ENTIRE AGREEMENT. This Agreement and the relevant
provisions of the Stock Purchase Agreement constitute the entire
agreement between the parties with respect to the subject matter of
this Agreement and supersede all prior written and oral agreements and
understandings between Pool and Xxxxxxxxx with respect to the subject
matter of this Agreement. This Agreement may not be amended except by
a written agreement executed by the party to be charged with the
amendment.

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

POOL COMPANY TEXAS LTD.

By: Pool Company, General Partner

By:
----------------------------
----------------------------
XXXXX X. XXXXXXXXX
Name:
----------------------------

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

5
64
EXHIBIT A

EXCLUDED OWNERSHIP INTERESTS

Texas Heat of the Permian Basin
Chaparral Water Systems
Pharaoh Oil & Gas
Westwind Insurance Agency
Permian Autos, Inc.
Xxxxxxxx Laboratories, Inc.
Petrosurance Casualty Company
Xxxxx'x, Inc.
AEH Leasing
Xxxxx Xxxxxxxxx Oil & Gas, Inc.
Xxxxxx Link Operating
Black Badger Oil Co.
Xxxx Xxxxx Properties
Gruy Management Co.
Bristol Resources
Three B Oil Co.
MR Drilling Co.
Xxxxxxx SWD Inc.
00xx Xxxxxx SWD Inc.
III Millennium Corporation

65
EXHIBIT D

XXXX OF SALE
66
XXXX OF SALE

EQUIPMENT SOLD: The oil well servicing and associated equipment described in
Schedule A attached hereto (hereinafter the "Equipment")

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

NAME OF SELLER: Xxxxx X. Xxxxxxxxx - INTEREST OWNED: 100%
-------------------
--------------------------------------------------------------------------------

NAME OF BUYER: Pool Company - INTEREST TRANSFERRED: 100%
-------------------
--------------------------------------------------------------------------------

CONSIDERATION RECEIVED: TEN ($10.00) DOLLARS AND OTHER GOOD AND VALUABLE
CONSIDERATION

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

Seller does hereby sell to the Buyer named above, all of its right, title and
interest in the Equipment named above, and hereby grants to the Buyer full
subrogation in and to all of the rights and actions of warranty which the Seller
has or may have against all preceding owners and vendors of the Equipment. TO
HAVE AND TO HOLD the said Equipment unto the said Buyer, its executors,
administrators, successors, and assigns, to the sole and only proper use,
benefit and behalf of the said Buyer, its executors, administrators, successors,
and assigns forever. The said Seller hereby warrants title to the equipment and
hereby warrants and guarantees that the Equipment is free and clear of any and
all liens (whether tort, contract, or arising by operation of law), mortgages,
debts, charges, assessments, privileges, levies or other encumbrances of any
kind or nature whatsoever, whether recorded, secret, state, tax or otherwise, as
of the date and time of the execution of the within instrument and the said
Seller hereby agrees to protect, defend, indemnify, and hold Buyer harmless from
any and all liens (whether tort, contract, or arising by operation of law),
mortgages, debts, charges, assessments, privileges, levies or other encumbrances
of any kind or nature whatsoever, whether recorded, secret, state, tax or
otherwise, which attached or arose against such Equipment prior to the date and
time of the execution of the within instrument. THIS SALE IS MADE ON AN "AS IS,
WHERE IS" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE
WHATSOEVER, EXPRESSED OR IMPLIED, CONCERNING THE CONDITION OF THE EQUIPMENT
HEREIN CONVEYED, AND BUYER HEREBY SPECIFICALLY WAIVES ALL IMPLIED WARRANTIES,
INCLUDING ANY AND ALL WARRANTIES AGAINST VICES OR DEFECTS, OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR USE OR PURPOSE WHATSOEVER.

XXXXX X. XXXXXXXXX

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

DATED: October 16, 1997
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