AMONG

AGREEMENT AND PLAN OF MERGER

AMONG

FORCENERGY INC.

EDI ACQUISITION CORPORATION,

EDISTO RESOURCES CORPORATION

AND

CONVEST ENERGY CORPORATION

June 19, 1997

TABLE OF CONTENTS

Page
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Section 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 2. THE MERGERS . . . . . . . . . . . . . . . . . . . . . . . . 7
(a) MERGER 1. . . . . . . . . . . . . . . . . . . . . . . . . 7
(b) EFFECTIVE TIME OF MERGER 1. . . . . . . . . . . . . . . . 7
(c) MERGER 2. . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) EFFECTIVE TIME OF MERGER 2 . . . . . . . . . . . . . . . 7
(e) MERGER 3 . . . . . . . . . . . . . . . . . . . . . . . . 7
(f) EFFECTIVE TIME OF MERGER 3 . . . . . . . . . . . . . . . 7
(g) CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . 8

Section 3. THE SURVIVING CORPORATIONS . . . . . . . . . . . . . . . . 8
(a) CERTIFICATE OF INCORPORATION; ARTICLES OF INCORPORATION . 8
(b) BY-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . 8
(c) DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . 8
(d) OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 4. CONVERSION OF SHARES: CLOSING . . . . . . . . . . . . . . . 9
(a) CONVERSION OF SELLERS' CAPITAL STOCK . . . . . . . . . . 9
(b) OTHER CONVERSIONS . . . . . . . . . . . . . . . . . . . . 10
(c) SELLERS OPTIONS . . . . . . . . . . . . . . . . . . . . . 10
(d) EXCHANGES . . . . . . . . . . . . . . . . . . . . . . . . 10
(e) NO FRACTIONAL SECURITIES . . . . . . . . . . . . . . . . 13
(f) CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 13
(g) CLOSING OF TRANSFER BOOKS . . . . . . . . . . . . . . . . 13
(h) APPRAISAL RIGHTS . . . . . . . . . . . . . . . . . . . . 14

Section 5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS . . . . . . . 14
(a) ORGANIZATIONAL, QUALIFICATION, AND CORPORATE POWER . . . 14
(b) CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . 15
(c) AUTHORIZATION OF TRANSACTION . . . . . . . . . . . . . . 15
(d) NON-CONTRAVENTION . . . . . . . . . . . . . . . . . . . . 16
(e) APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . 16
(f) REPORTS AND FINANCIAL STATEMENTS . . . . . . . . . . . . 17
(g) ABSENCE OF UNDISCLOSED LIABILITIES . . . . . . . . . . . 17
(h) ABSENCE OF CERTAIN CHANGES OR EVENTS . . . . . . . . . . 17
(i) LITIGATION . . . . . . . . . . . . . . . . . . . . . . . 17
(j) REGISTRATION STATEMENT AND INFORMATION STATEMENT . . . . 18
(k) NO VIOLATION OF LAW . . . . . . . . . . . . . . . . . . . 18
(l) COMPLIANCE WITH AGREEMENTS . . . . . . . . . . . . . . . 19
(m) TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(n) EMPLOYEE BENFIT PLANS: ERISA . . . . . . . . . . . . . . 20
(o) LABOR CONTROVERSIES . . . . . . . . . . . . . . . . . . . 21
(p) ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . 22

(q) NON-COMPETITION AGREEMENTS . . . . . . . . . . . . . . . 23
(r) RESERVE REPORT AND EXPLORATION PROJECT INFORMATION . . . 23
(s) TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(t) INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . 26
(u) ALLOWABLE PRODUCTION QUOTAS . . . . . . . . . . . . . . . 26
(v) GAS PAYMENTS: BALANCING . . . . . . . . . . . . . . . . . 26
(w) NO PREPAYMENTS MADE OR REFUNDS OWED . . . . . . . . . . . 27
(x) DRILLING OBLIGATIONS . . . . . . . . . . . . . . . . . . 27
(y) DEVELOPMENT OPERATIONS . . . . . . . . . . . . . . . . . 27
(z) REGULATORY AUTHORITY . . . . . . . . . . . . . . . . . . 27
(aa) FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . 27
(bb) CERTAIN AGREEMENTS . . . . . . . . . . . . . . . . . . . 28
(cc) SHAREHOLDERS AGREEMENT . . . . . . . . . . . . . . . . . 28
(dd) BROKERS AND FINDERS . . . . . . . . . . . . . . . . . . . 28
(ee) OPINION OF FINANCIAL ADVISOR . . . . . . . . . . . . . . 28
(ff) EDISTO CASH BALANCE . . . . . . . . . . . . . . . . . . . 28
(gg) AFFILIATE TRANSACTIONS . . . . . . . . . . . . . . . . . 29
(hh) WARN . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(ii) CUMULATIVE REPRESENTATIONS . . . . . . . . . . . . . . . 29

Section 6. REPRESENTATIONS AND WARRANTIES OF PURCHASERS . . . . . . . . 29
(a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER . . . . 29
(b) CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . 29
(c) AUTHORIZATION OF TRANSACTION . . . . . . . . . . . . . . 29
(d) NON-CONTRAVENTION . . . . . . . . . . . . . . . . . . . . 30
(e) APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . 30
(f) REPORTS AND FINANCIAL STATEMENTS . . . . . . . . . . . . 30
(g) ABSENCE OF UNDISCLOSED LIABILITIES . . . . . . . . . . . 31
(h) ABSENCE OF CERTAIN CHANGES OR EVENTS . . . . . . . . . . 31
(i) LITIGATION . . . . . . . . . . . . . . . . . . . . . . . 31
(j) REGISTRATION STATEMENT AND PROXY STATEMENTS . . . . . . . 31
(K) NO VIOLATION OF LAW . . . . . . . . . . . . . . . . . . . 31
(l) COMPLIANCE WITH AGREEMENTS . . . . . . . . . . . . . . . 32
(m) TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(n) EMPLOYEE BENEFIT PLANS: ERISA . . . . . . . . . . . . . . 33
(o) LABOR CONTROVERSIES . . . . . . . . . . . . . . . . . . . 34
(p) ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . 34
(q) RESERVE REPORT AND EXPLORATION PROJECT INFORMATION . . . 35
(r) TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(s) INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . 37
(t) ALLOWABLE PRODUCTION QUOTAS . . . . . . . . . . . . . . . 38
(u) GAS PAYMENTS: BALANCING . . . . . . . . . . . . . . . . . 38
(v) NO PREPAYMENTS MADE OR REFUNDS OWED . . . . . . . . . . . 38
(w) DRILLING OBLIGATIONS . . . . . . . . . . . . . . . . . . 38
(x) DEVELOPMENT OPERATIONS . . . . . . . . . . . . . . . . . 39
(y) REGULATORY AUTHORITY . . . . . . . . . . . . . . . . . . 39

(z) FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . 39
(aa) AFFILIATE TRANSACTIONS . . . . . . . . . . . . . . . . . 39
(bb) CUMULATIVE REPRESENTATIONS . . . . . . . . . . . . . . . 39

Section 7. CONDUCT OF BUSINESS PENDING THE MERGERS . . . . . . . . . . 39
(a) CONDUCT OF BUSINESS BY THE SELLERS PENDING THE MERGERS . 39
(b) CONTROL OF THE SELLERS' OPERATIONS . . . . . . . . . . . 41
(c) ACQUISITION TRANSACTIONS . . . . . . . . . . . . . . . . 41
(d) SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . 42

Section 8. ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . 42
(a) ACCESS TO INFORMATION . . . . . . . . . . . . . . . . . . 42
(b) REGISTRATION STATEMENT AND PROXY STATEMENTS . . . . . . . 43
(c) STOCKHOLDERS' APPROVALS . . . . . . . . . . . . . . . . . 43
(d) EMPLOYEE MATTERS . . . . . . . . . . . . . . . . . . . . 43
(e) QUOTATION . . . . . . . . . . . . . . . . . . . . . . . . 44
(f) AGREEMENT TO COOPERATE . . . . . . . . . . . . . . . . . 44
(g) PUBLIC STATEMENTS . . . . . . . . . . . . . . . . . . . . 44
(h) NOTIFICATION OF CERTAIN MATTERS . . . . . . . . . . . . . 44
(i) CORRECTIONS TO THE JOINT PROXY STATEMENTS/PROSPECTUS
AND REGISTRATION STATEMENT . . . . . . . . . . . . . . . 45
(j) INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE . . . 45
(k) SHAREHOLDERS AGREEMENT: COMPLIANCE WITH THE
SECURITIES ACT . . . . . . . . . . . . . . . . . . . . . 46
(l) CONVEST SHARES . . . . . . . . . . . . . . . . . . . . . 46
(m) CREDIT AGREEMENT . . . . . . . . . . . . . . . . . . . . 47

Section 9. CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 47
(a) CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGERS . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) CONDITIONS TO OBLIGATION OF THE SELLERS TO EFFECT
THE MERGERS . . . . . . . . . . . . . . . . . . . . . . . 48
(c) CONDITIONS TO OBLIGATIONS OF PURCHASERS TO EFFECT
THE MERGERS . . . . . . . . . . . . . . . . . . . . . . . 49

Section 10. TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . 50
(a) TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 50
(b) EXPENSES AND FEES . . . . . . . . . . . . . . . . . . . . 52
(c) EFFECT OF TERMINATION . . . . . . . . . . . . . . . . . . 52
(d) AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . 53
(e) WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Section 11. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 53
(a) NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . 53
(b) NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 53
(c) INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . 54
(d) MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 54
(e) COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . 54
(f) PARTIES IN INTEREST . . . . . . . . . . . . . . . . . . . 54

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of June 19, 1997 (the
"AGREEMENT"), is entered into by and among Forcenergy Inc., a Delaware
corporation ("PARENT"), EDI Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Parent ("EDI-SUB"), Edisto Resources
Corporation, a Delaware corporation ("EDISTO"), and Convest Energy
Corporation, a Texas corporation ("CONVEST"). Parent and EDI-Sub are each
sometimes referred to herein as a "PURCHASER" and collectively as the
"PURCHASERS." Edisto and Convest and their respective Subsidiaries are each
sometimes referred to herein as a "SELLER" and collectively as the "SELLERS."
The Purchasers and the Sellers are sometimes collectively referred to herein
as the "PARTIES."

WHEREAS, the Boards of Directors of Parent, EDI-Sub, Edisto and Convest
have approved (i) the merger of EDI-Sub with and into Edisto ("MERGER 1"),
(ii) the merger of the surviving corporation of Merger 1 with and into Parent
("Merger 2") and (iii) the merger of Convest with and into Parent ("Merger 3"
and, collectively with Merger 1 and Merger 2, the "MERGERS") on the terms set
forth in the Agreement;

WHEREAS, the Parties intend Merger 3 to qualify as a tax-free
reorganization under the provisions of Section 368 of the Internal Revenue
Code of 1986, as amended (the "CODE"), and the regulations thereunder;

WHEREAS, in connection with the Mergers and as an inducement to Parent
to enter into this Agreement, (i) Parent, Edisto and a principal shareholder
of Edisto have executed as of the date hereof a voting agreement in favor of
Parent with respect to, among other things, the voting of shares of capital
stock of Edisto held or to be held by such shareholder in favor of Merger 1,
and (ii) Parent, Edisto and Convest have executed as of the date hereof a
voting agreement in favor of Parent with respect to, among other things, the
voting of shares of capital stock of Convest held or to be held by Edisto in
favor of Merger 3.

NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, the
Parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS.

"AFFILIATE" of, or a person "affiliated" with, a specified person means
a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
specified.

"AFFILIATE AGREEMENT" has the meaning set forth in Section 8(k).

"AGREEMENT" means this Agreement as executed as of the date first above
written or, if amended as provided herein, as amended.

"CLAIM" has the meaning set forth in Section 8(j).

"CLOSING" has the meaning set forth in Section 4(f).

"CLOSING DATE" has the meaning set forth in Section 4(f).

"CODE" means the Internal Revenue Code of 1986, as amended.

"CONVEST" has the meaning set forth in the first paragraph of this
Agreement.

"CONVEST CERTIFICATES" has the meaning set forth in Section 4(d)(i).

"CONVEST COMMON STOCK" means the common stock, par value $0.01 per
share, of Convest.

"CONVEST OPTION" has the meaning set forth in Section 4(c)(ii).

"CONVEST STOCKHOLDER" means any Person who or which holds any of the
Convest Common Stock.

"DEFAULT" has the meaning set forth in Section 10(a)(i)(F).

"DGCL" means the General Corporation Law of the State of Delaware, as
amended.

"DOLLAR" or "$" shall mean one dollar of the currency of the United
States of America.

"EDISTO" has the meaning set forth in the first paragraph of this
Agreement.

"EDISTO CERTIFICATES" has the meaning set forth in Section 4(d)(i).

"EDISTO COMMON STOCK" means the common stock, par value $0.01 per share,
of Edisto.

"EDISTO E&P" has the meaning set forth in Section 7(d).

"EDISTO OPTION" has the meaning set forth in Section 4(c)(i).

"EDISTO STOCKHOLDER" means any Person who or which holds any of the
Edisto Common Stock.

"EDI-SUB" has the meaning set forth in the first paragraph of this
Agreement.

"EDI-SUB COMMON STOCK" means the Common Stock, par value $0.01 per share
of EDI-Sub.

"ENVIRONMENTAL LAWS" has the meaning set forth in Section 5(p)(ii).

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

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXCHANGE AGENT" means American Stock Transfer and Trust Company.

"EXCHANGE FUND" has the meaning set forth in Section 4(d)(iii).

"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"HAZARDOUS SUBSTANCE" has the meaning set forth in Section 5(p)(iii).

"HSR ACT" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
as amended.

"INCLUDING" means "including, but not limited to."

"INDEMNIFIED PARTIES" has the meaning set forth in Section 8(j).

"IRS" means the Internal Revenue Service.

"JOINT PROXY STATEMENTS/PROSPECTUS" has the meaning set forth in Section
5(j).

"KNOWLEDGE" means the actual knowledge of the president or any vice
president of the affected entity.

"MATERIAL ADVERSE CHANGE" means an adverse change in the business,
operations, assets, liabilities, properties, condition (financial or other)
or results of operation which (i), in the case of Sellers and their
respective Subsidiaries, taken as a whole, may result in an aggregate change
or liability of $2.0 million or greater or (ii), in the case of Parent and
its Subsidiaries, taken as a whole, may result in an aggregate change or
liability of $15.0 million or greater.

"MATERIAL ADVERSE EFFECT" means an adverse effect on the business,
operations, assets, liabilities, properties, condition (financial or other)
or results of operations which (i), in the case of Sellers and their
respective Subsidiaries, taken as a whole, may result in an aggregate change
or liability of $2.0 million or greater or (ii), in the case of Parent and
its Subsidiaries, taken as a whole, may result in an aggregate change or
liability of $15.0 million or greater.

"MERGER CERTIFICATES" means, collectively, the Merger 1 Certificate,
Merger 2 Certificate, Merger 3 Certificate and Merger 3 Articles.

"MERGER 1 CERTIFICATE" means the Certificate of Merger for Merger 1, in
substantially the form as shall be agreed upon by the Parties.

"MERGER 2 CERTIFICATE" means the Certificate of Merger for Merger 2, in
substantially the form as shall be agreed upon by the Parties.

"MERGER 3 CERTIFICATE" means the Certificate of Merger for Merger 3, in
substantially the form as shall be agreed upon by the Parties.

"MERGER 3 ARTICLES" means the Articles of Merger for Merger 3, together
with the Plan of Merger attached as Annex A thereto, in substantially the
form attached hereto as Exhibit A.

"MERGER FILINGS" has the meaning set forth in Section 2(f).

"MERGER 1" has the meaning set forth in the first recital above.

"MERGER 1 CASH CONSIDERATION" has the meaning set forth in Section
4(a)(i)(A).

"MERGER 1 CONSIDERATION" has the meaning set forth in Section 4(a)(i)(A).

"MERGER 1 EFFECTIVE TIME" has the meaning set forth in Section 2(b).

"MERGER 1 EXCHANGE RATIO" has the meaning set forth in Section
4(a)(i)(A).

"MERGER 1 FILING" has the meaning set forth in Section 2(b).

"MERGER 2" has the meaning set forth in the first recital above.

"MERGER 2 EFFECTIVE TIME" has the meaning set forth in Section 2(d).

"MERGER 2 FILING" has the meaning set forth in Section 2(d).

"MERGER 3" has the meaning set forth in the first recital above.

"MERGER 3 CONSIDERATION" has the meaning set forth in Section
4(a)(ii)(A).

"MERGER 3 EFFECTIVE TIME" has the meaning set forth in Section 2(f).

"MERGER 3 EXCHANGE RATIO" has the meaning set forth in Section
4(a)(ii)(A).

"MERGER 3 DELAWARE FILING" has the meaning set forth in Section 2(f).

"MERGER 3 TEXAS FILING" has the meaning set forth in Section 2(f).

"MERGERS" has the meaning set forth in the first recital above.

"NEW SHARES" has the meaning set forth in Section 8(l).

"NYSE" means the New York Stock Exchange, Inc.

"ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity
and frequency).

"PARENT" has the meaning set forth in Section 4(b)(iii).

"PARENT COMMON STOCK" means the common stock, par value $0.01 per share,
or Parent.

"PARENT FINANCIAL STATEMENTS" has the meaning set forth in Section 6(f).

"PARENT REPRESENTATIVES" has the meaning set forth in Section 8(a)(i).

"PARENT SEC REPORTS" has the meaning set forth in Section 6(f).

"PARTIES" has the meaning set forth in the first paragraph of this
Agreement.

"PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an
unincorporated organization, or a governmental entity (or any department,
agency, or political subdivision thereof).

"XXXXXX XXXXXXX" means Xxxxxx Xxxxxxx & Co., Inc.

"PROXY STATEMENT" has the meaning set forth in Section 5(j).

"PURCHASER" and "PURCHASERS" have the meanings set forth in the first
paragraph of this Agreement.

"PURCHASERS PLANS" has the meaning set forth in Section 6(n).

"PURCHASERS ASSETS" has the meaning set forth in Section 6(r)(v).

"PURCHASERS DISCLOSURE SCHEDULE" means the disclosure schedule
delivered by the Purchasers concurrently with this Agreement, which shall
specifically modify the lettered and numbered paragraphs hereof to which it
expressly refers.

"PURCHASERS EVALUATED PROPERTIES" has the meaning set forth in Section
6(q).

"PURCHASERS PERMITS" has the meaning set forth in Section 6(k).

"PURCHASERS PETROLEUM ENGINEERS" has the meaning set forth in Section
6(q)(i).

"PURCHASERS PROJECT INFORMATION" has the meaning set forth in Section
6(q)(iii).

"PURCHASERS PROJECTS" has the meaning set forth in Section 6(q)(iii).

"PURCHASERS REQUIRED STATUTORY APPROVALS" has the meaning set forth in
Section 6(e).

"PURCHASERS RESERVE REPORTS" has the meaning set forth in Section
6(q)(i).

"XXXXXXXX XXXXXX" means Rauscher, Pierce, Refsnes, Inc.

"REGISTRATION STATEMENT" has the meaning set forth in Section 5(j).

"REQUISITE STOCKHOLDER APPROVALS" has the meaning set forth in Section
5(c)(ii).

"SEC" means the Securities and Exchange Commission.

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

"SELLER" and "SELLERS" have the meanings set forth in the first
paragraph of this Agreement.

"SELLER REPRESENTATIVES" has the meaning set forth in Section 8(a)(i).

"SELLERS ASSETS" has the meaning set forth in Section 5(s)(v).

"SELLERS DISCLOSURE SCHEDULE" means the disclosure schedule delivered
by the Sellers concurrently with this Agreement, which shall specifically
modify the numbered paragraphs hereof to which it expressly refers.

"SELLERS EVALUATED PROPERTIES" has the meaning set forth in Section
5(r)(i).

"SELLERS FINANCIAL STATEMENTS" has the meaning set forth in Section
5(f).

"SELLERS PERMITS" has the meaning set forth in Section 5(k).

"SELLERS PLANS" has the meaning set forth in Section 5(n)(i).

"SELLERS PROJECT INFORMATION" has the meaning set forth in Section
5(r)(iii).

"SELLERS PROJECTS" has the meaning set forth in Section 5(r)(iii).

"SELLERS REQUIRED STATUTORY APPROVALS" has the meaning set forth in
Section 5(e).

"SELLERS RESERVE REPORTS" has the meaning set forth in Section 5(r)(i).

"SELLERS SEC REPORTS" has the meaning set forth in Section 5(f).

"SHAREHOLDERS AGREEMENT" has the meaning set forth in Section 5(cc).

"SHARES" has the meaning set forth in Section 5(b)(i).

"SUBSIDIARY" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has
the power to vote or direct the voting of sufficient securities to elect a
majority of the directors.

"SURVIVING CORPORATION 1" has the meaning set forth in Section 2(a).

"SURVIVING CORPORATION 2" has the meaning set forth in Section 2(c).

"SURVIVING CORPORATION 2 COMMON STOCK" has the meaning set forth in
Section 4(b)(iii).

"SURVIVING CORPORATION 3" has the meaning set forth in Section 2(e).

"SURVIVING CORPORATION 3 COMMON STOCK" has the meaning set forth in
Section 4(b)(iii).

"TBCA" means the Business Corporation Act of the State of Texas, as
amended.

"TAX RETURN" has the meaning set forth in Section 5(m)(Iii).

"TAXES" has the meaning set forth in Section 5(m)(ii).

"WARN" means the Federal Worker Adjustment and Retraining
Notification Act of 1988.

"WEIGHTED AVERAGE TRADING PRICE" has the meaning set forth in
Section 4(a)(iii).

SECTION 2. THE MERGERS.

(a) MERGER 1. Upon the terms and subject to the conditions of this
Agreement, at the Merger 1 Effective Time (as defined in Section 2(b)) in
accordance with the DGCL, EDI-Sub shall be merged with and into Edisto, the
separate existence of EDI-Sub shall thereupon cease, and Edisto shall be the
surviving corporation in Merger 1, hereinafter sometimes referred to as
"SURVIVING CORPORATION 1."

(b) EFFECTIVE TIME OF MERGER 1. Merger 1 shall become effective at
such time (the "MERGER 1 EFFECTIVE TIME") as the Merger 1 Certificate is
filed with the Secretary of State of the State of Delaware in accordance with
the DGCL (the "MERGER 1 FILING"). The Merger 1 Filing shall be made
simultaneously with or as soon as practicable after the Closing of the
transactions contemplated by this Agreement in accordance with Section 4(f).

(c) MERGER 2. Upon the terms and subject to the conditions of this
Agreement, at the Merger 2 Effective Time (as defined in Section 2(d), in
accordance with the DGCL, Surviving Corporation 1 shall be merged with and
into Parent, the separate existence of Surviving Corporation 1 shall
thereupon cease, and Parent shall be the surviving corporation in Merger 2,
hereinafter sometimes referred to as "SURVIVING CORPORATION 2."

(d) EFFECTIVE TIME OF MERGER 2. Merger 2 shall become effective at
such time (the "MERGER 2 EFFECTIVE TIME") as the Merger 2 Certificate is
filed with the Secretary of State of the State of Delaware in accordance
with the DGCL (the "MERGER 2 FILING"). The Merger 2 Filing shall be made as
soon as practicable following the Merger 1 Effective Time.

(e) MERGER 3. Upon the terms and subject to the conditions of this
Agreement and the Merger 3 Articles, at the Merger 3 Effective Time (as
defined in Section 2(f)) in accordance with the DGCL and the TBCA, Convest
shall be merged with and into Surviving Corporation 2, the separate existence
of Convest shall thereupon cease, and Surviving Corporation 2 shall be the
surviving corporation in Merger 3 and is hereinafter sometimes referred to as
"SURVIVING CORPORATION 3."

(f) EFFECTIVE TIME OF MERGER 3. Merger 3 shall become effective at
such time (the "MERGER 3 EFFECTIVE TIME") as is the later to occur of (i) the
time that the Merger 3 Certificate is filed with the Secretary of State of
the State of Delaware in accordance with the DGCL (the "MERGER 3 DELAWARE
FILING"), and (ii) the time that the Merger 3 Articles are filed with the
Secretary of State of the State of Texas and a certificate of merger is
issued thereby in accordance with the TBCA (the "MERGER 3 TEXAS FILING" and,
together with the Merger 3 Delaware Filing, the "MERGER 3 FILINGS"). The
Merger 3 Filings shall be made

as soon as practicable following the Merger 2 Effective Time. The Merger 1
Filing, the Merger 2 Filing and the Merger 3 Filings are collectively
referred to herein as the "MERGER FILINGS."

(g) CONSUMMATION. The Parties acknowledge that it is their mutual
desire and intent to consummate the Mergers as soon as practicable after the
date hereof. Accordingly, the parties shall, subject to the provisions hereof
and to the fiduciary duties of their respective boards of directors, use all
reasonable efforts to consummate, as soon as practicable, the transactions
contemplated by this Agreement in accordance with Section 4(d).

SECTION 3. THE SURVIVING CORPORATIONS.

(a) CERTIFICATE OF INCORPORATION; ARTICLES OF INCORPORATION. The
Certificate of Incorporation of EDI-Sub as in effect immediately prior to the
Merger 1 Effective Time shall be the Certificate of Incorporation of
Surviving Corporation 1 after the Merger 1 Effective Time, and thereafter may
be amended in accordance with its terms and as provided in the DGCL. The
Certificate of Incorporation of Parent as in effect immediately prior to the
Merger 2 Effective Time shall be the Certificate of Incorporation of
Surviving Corporation 2 after the Merger 2 Effective Time, and thereafter may
be amended in accordance with its terms and as provided in the DGCL. The
Certificate of Incorporation of Surviving Corporation 2 as in effect
immediately prior to the Merger 3 Effective Time shall be the Certificate of
Incorporation of Surviving Corporation 3 after the Merger 3 Effective Time, and
thereafter may be amended in accordance with its terms and as provided in the
DGCL.

(b) BY-LAWS. The By-laws of EDI-Sub as in effect immediately prior
to the Merger 1 Effective Time shall be the By-laws of Surviving Corporation
1 after the Merger 1 Effective Time, and thereafter may be amended in
accordance with their terms and as provided by the Certificate of
Incorporation of Surviving Corporation 1 and the DGCL. The By-laws of Parent
as in effect immediately prior to the Merger 2 Effective Time shall be the
By-laws of Surviving Corporation 2 after the Merger 2 Effective Time, and
thereafter may be amended in accordance with their terms and as provided by
the Certificate of Incorporation of Surviving Corporation 2 and the DGCL. The
By-laws of Surviving Corporation 2 as in effect immediately prior to the
Merger 3 Effective Time shall be the By-laws of Surviving Corporation 3 after
the Merger 3 Effective Time, and thereafter may be amended in accordance with
their terms and as provided by the Certificate of Incorporation of Surviving
Corporation 3 and the DGCL.

(c) DIRECTORS. The directors of EDI-Sub in office immediately
prior to the Merger 1 Effective Time shall be the directors of Surviving
Corporation 1 after the Merger 1 Effective Time, and such directors shall
serve in accordance with the By-laws of Surviving Corporation 1 until their
respective successors are duly elected or appointed and qualified. The
directors of Parent in office immediately prior to the Merger 2 Effective
Time shall be the directors of Surviving Corporation 2 after the Merger 2
Effective Time, and such directors shall serve in accordance with the By-laws
of Surviving Corporation 2 until their respective successors are duly elected
or appointed and qualified. The directors of Surviving Corporation 2 in
office immediately prior to the Merger 3 Effective Time shall be the
directors of Surviving Corporation 3 after the Merger 3 Effective Time, and
such directors shall serve in accordance with the By-laws of Surviving
Corporation 3 until their respective successors are duly elected or appointed
and qualified.

(d) OFFICERS. The officers of EDI-Sub in office immediately prior
to the Merger 1 Effective Time shall be the officers of Surviving Corporation
1 after the Merger 1 Effective Time, and such officers shall serve in
accordance with the By-laws of Surviving Corporation 1 until their respective

successors are duly elected or appointed and qualified. The officers of
Parent in office immediately prior to the Merger 2 Effective Time shall be
the officers of Surviving Corporation 2 after the Merger 2 Effective Time,
and such officers shall serve in accordance with the By-laws of Surviving
Corporation 2 until their respective successors are duly elected or appointed
and qualified. The officers of Surviving Corporation 2 in office immediately
prior to the Merger 3 Effective Time shall be the officers of Surviving
Corporation 3 after the Merger 3 Effective Time, and such officers shall serve
in accordance with the By-laws of Surviving Corporation 3 until their
respective successors are duly elected or appointed and qualified.

SECTION 4. CONVERSION OF SHARES; CLOSING.

(a) CONVERSION OF SELLERS' CAPITAL STOCK

(i) CONVERSION OF EDISTO SHARES IN MERGER 1. At the Merger
1 Effective Time, by virtue of Merger 1 and without any action on the part
of any holder of any capital stock of Parent or Edisto:

(A) each share of Edisto Common Stock shall, subject to
Sections 4(c) and 4(d), be converted into the right to receive the
following (hereinafter referred to as the "MERGER 1 CONSIDERATION"),
without interest: (x) a fractional interest in a share of Parent
Common Stock equal to $5.064 divided by the Weighted Average Trading
Price (the "MERGER 1 EXCHANGE RATIO"); provided, however, (i) if such
Weighted Average Trading Price exceeds $34.96, then the Merger 1
Exchange Ratio shall be equal to $5.064 divided by $34.96 and (ii) if
such Weighted Average Trading Price is less then $28.96, then the
Merger 1 Exchange Ratio shall be equal to $5.064 divided by $28.96,
and (y) $4.886 cash (the "MERGER 1 CASH CONSIDERATION"); and

(B) each share of capital stock of Edisto, if any, owned
by Parent or any Subsidiary of Parent or held in treasury by Edisto
or any Subsidiary of Edisto immediately prior to the Merger 1
Effective Time shall be canceled and no consideration shall be paid
in exchange therefor and shall cease to exist from and after the
Merger 1 Effective Time.

(ii) CONVERSION OF CONVEST SHARES IN MERGER 3. At the
Merger 3 Effective Time, by virtue of Merger 3 and without any action on the
part of any holder of any capital stock of Parent or Convest:

(A) each share of Convest Common Stock shall, subject to
Sections 4(c) and 4(d), be converted into the right (hereinafter
referred to as the "MERGER 3 CONSIDERATION") to receive, without
interest, a fractional interest in a share of Parent Common Stock
equal to $8.88 divided by the Weighted Average Trading Price (the
"MERGER 3 EXCHANGE RATIO"); provided, however, (i) if such Weighted
Average Trading Price exceeds $34.96, then the Merger 3 Exchange Ratio
shall be equal to $8.88 divided by $34.96 and (ii) if such Weighted
Average Trading Price is less then $28.96, then the Merger 3 Exchange
Ratio shall be equal to $8.88 divided by $28.96; and

(B) each share of capital stock of Convest, if any, owned
by Surviving Corporation 2 or any Subsidiary of Surviving Corporation
2 or held in treasury by Convest or any Subsidiary of Convest
immediately prior to the Merger 3 Effective Time shall be

canceled and no consideration shall be paid in exchange therefor
and shall cease to exist from and after the Merger 3 Effective Time.

(iii) The "WEIGHTED AVERAGE TRADING PRICE" of Parent Common
Stock shall be calculated by (a) making the following calculation for each
of the ten trading days ending on the day that is two trading days prior to
the Closing Date; (i) grouping together all shares of Parent Common Stock
traded on such day at the same trading price, (ii) multiplying the
aggregate number of shares in each price group by the trading price for
such group to calculate a product (the total sold shares value) for each
group, (iii) adding all of such products from each group and (iv) dividing
the resulting total by the aggregate number of shares traded on such
trading day, and (b) calculating the arithmetic mean of the resulting ten
amounts.

(b) OTHER CONVERSIONS.

(i) At the Merger 1 Effective Time, by virtue of Merger 1
and without any action on the part of Parent as the sole stockholder of
EDI-Sub, each issued and outstanding share of EDI-Sub Common Stock shall
be converted into one share of common stock, par value $.01 per share, of
Surviving Corporation 1.

(ii) At the Merger 2 Effective Time, by virtue of Merger 2
and without any action on the part of Parent as the sole stockholder of
Surviving Corporation 1, each issued and outstanding share of the common
stock of Surviving Corporation 1 shall be retired and canceled.

(iii) Each share of Parent Common Stock issued and
outstanding immediately prior to Merger 2 shall, upon consummation of
Merger 2, be converted into one share of common stock of Surviving
Corporation 2 ("SURVIVING CORPORATION 2 COMMON STOCK"). Each share of
Surviving Corporation 2 Common Stock issued and outstanding immediately
prior to Merger 3 shall, upon consummation of Merger 3, be converted into
one share of common stock of Surviving Corporation 3 ("SURVIVING
CORPORATION 3 COMMON STOCK"). As used herein, the term "PARENT COMMON
STOCK" refers (A) prior to Merger 2, to the common stock, par value $0.01
per share, of Parent, (B) following Merger 2, to Surviving Corporation 2
Common Stock, and (C) following Merger 3, to Surviving Corporation 3
Common Stock.

(i) EDISTO OPTIONS. Each outstanding stock option or
warrant granted to employees and directors of Edisto and its Subsidiaries
or to any other Persons with respect to Edisto Common Stock (an "EDISTO
OPTION") shall be either (A) redeemed by Edisto or (B) exercised or
canceled in accordance with its terms, in each case, prior to Merger 1.
If any Edisto Option is redeemed pursuant to this provision, such
redemption shall be at a price no greater than the amount (if any) by
which $9.95 exceeds the exercise price of such Edisto Option (unless
otherwise consented to by Parent). The total amount that may be expended
to effect any such redemptions may not exceed $1,500,000.

(ii) CONVEST OPTIONS. Each outstanding stock option or
warrant granted to employees and directors of Convest and its Subsidiaries
or to any other Persons with respect to Convest Common Stock (a "CONVEST
OPTION") shall be either (A) redeemed by Convest or (B)

exercised or canceled in accordance with its terms, in each case, prior to
Merger 1. If any Convest Option is redeemed pursuant to this provision,
such redemption shall be at a price no greater than the amount (if any) by
which $8.88 exceeds the exercise price of such Convest Option. The total
amount that may be expended to effect any such redemptions may not exceed
$2,300,000.

(d) EXCHANGES.

(i) From and after the Merger 1 Effective Time, each holder
of an outstanding certificate which immediately prior to the Merger 1
Effective Time represented shares of Edisto Common Stock (an "EDISTO
CERTIFICATE") shall be entitled to receive in exchange therfor, upon
surrender thereof to the Exchange Agent, a certificate or certificates
representing the number of whole shares of Parent Common Stock to which
such holder is entitled pursuant to Section 4(a)(i)(A) and the amount of
Merger 1 Cash Consideration to which such holder is entitled. From and
after the Merger 3 Effective Time, each holder of an outstanding
certificate which immediately prior to the Merger 3 Effective Time
represented shares of Convest Common Stock (a "CONVEST CERTIFICATE") shall
be entitled to receive in exchange therefor, upon surrender thereof to the
Exchange Agent, a certificate or certificates representing the number of
whole shares of Parent Common Stock to which such holder is entitled
pursuant to Section 4(a)(ii)(A). Notwithstanding any other provision of
this Agreement, (A) until holders or transferees of Edisto Certificates or
Convest Certificates have surrendered them for exchange as provided herein,
no dividends shall be paid with respect to any shares represented by such
certificates and no payment for fractional shares shall be made and (B)
without regard to when such Edisto Certificates or Convest Certificates are
surrendered for exchange as provided herein, no interest shall be paid on
any dividends or any payment for fractional shares. Upon surrender of an
Edisto Certificate or a Convest Certificate, respectively, there shall be
paid to the holder of such certificate the amount of any dividends which
theretofore became payable, but which were not paid by reason of the
foregoing, with respect to the number of whole shares of Parent Common Stock
represented by the certificate or certificates issued upon such surrender.

(ii) If any certificate for shares of Parent Common Stock is
to be issued in a name other than that in which the Edisto Certificate or
Convest Certificate surrendered in exchange therefor is registered, it
shall be a condition of such exchange that the person requesting such
exchange shall pay any applicable transfer or other taxes required by reason
of such issuance.

(iii) Promptly after the Merger 3 Effective Time, Parent
shall make available to the Exchange Agent (A) the certificates
representing shares of Parent Common Stock required to effect the
exchanges referred to in paragraphs (d)(i) and (ii) above and (B) funds
sufficient for the payment of the aggregate Merger 1 Cash Consideration
required to effect the exchange referred to in paragraph (i) above and
for payment of any fractional shares referred to in Section 4(e) (the
"EXCHANGE FUND"), it being understood that any and all interest earned on
funds made available to the Exchange Agent pursuant to this Agreement
shall be for the account of, and shall remain the property of, Parent.

(iv) (A) Promptly after the Merger 3 Effective Time, but in no
event later than ten business days, the Exchange Agent shall mail to
each holder of record of an Edisto Certificate (x) a letter of
transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Edisto Certificates shall pass, only
upon actual delivery of the

Edisto Certificates to the Exchange Agent) and (y) instructions for
use in effecting the surrender of the Edisto Certificates in exchange
for certificates representing shares of Parent Common Stock and
Merger 1 Cash Consideration. Upon surrender of Edisto Certificates
for cancellation to the Exchange Agent, together with a duly executed
letter of transmittal and such other documents as the Exchange Agent
shall reasonably require, the holder of such Edisto Certificates
shall be entitled to receive in exchange therefor (1) a certificate
representing that number of whole shares, if any, of Parent Common
Stock into which the shares of Edisto Common Stock theretofore
represented by the Edisto Certificates so surrendered shall have been
converted pursuant to the provisions of Section 4(a)(i)(A)(x), and
(2) the amount of Merger 1 Cash Consideration into which the number
of shares of Edisto Common Stock previously represented by such
Edisto Certificates so surrendered shall have been converted pursuant
to the provisions of Section 4(a)(i)(A)(y), and the Edisto
Certificates so surrendered shall have been canceled. Notwithstanding
the foregoing, neither the Exchange Agent nor any party hereto shall
be liable to a holder of shares of Edisto Common Stock for any shares
of Parent Common Stock or dividends or distributions thereon
delivered to a public official pursuant to applicable abandoned
property, escheat or similar laws.

(B) Promptly after the Merger 3 Effective Time, but in no
event later than ten business days, the Exchange Agent shall mail to
each holder of record of a Convest Certificate (x) a letter of
transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Convest Certificates shall pass, only
upon actual delivery of the Convest Certificates to the Exchange
Agent) and (y) instructions for use in effecting the surrender of the
Convest Certificates in exchange for certificates representing shares
of Parent Common Stock. Upon surrender of Convest Certificates for
cancellation to the Exchange Agent, together with a duly executed
letter of transmittal and such other documents as the Exchange Agent
shall reasonably require, the holder of such Convest Certificates
shall be entitled to receive in exchange therefor a certificate
representing that number of whole shares, if any, of Parent Common
Stock into which the shares of Convest Common Stock theretofore
represented by the Convest Certificates so surrendered shall have
been converted pursuant to the provisions of Section 4(a)(ii)(A), and
the Convest Certificates so surrendered shall be cancelled.
Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to a holder of shares of Convest Common
Stock for any shares of Parent Common Stock or dividends or
distributions thereon delivered to a public official pursuant to
applicable abandoned property, escheat or similar laws.

(v) Promptly following the date which is one year after the
Closing Date, the Exchange Agent shall deliver to Parent all cash
(including any remaining balance in the Exchange Fund), certificates
(including any Parent Common Stock) and other documents in its possession
relating to the transactions described in this Agreement, and the Exchange
Agent's duties shall terminate. Thereafter, each holder of an Edisto
Certificate or a Convest Certificate may surrender such certificate to
Parent and (subject to applicable abandoned property, escheat and similar
laws) receive in exchange therefor the Parent Common Stock and Merger 1
Cash Consideration (if applicable), without any interest thereon. If
outstanding Edisto Certificates or Convest Certificates are not surrendered
prior to six years after the Merger 3 Effective Time (or, in any particular
case, prior to such earlier date on which any Merger 1 Consideration
issuable in respect of such Edisto

Certificates or Merger 3 Consideration issued in respect of such Convest
Certificates or the dividends and other distributions, if any, described
below would otherwise escheat to or become the property of any governmental
unit or agency), the Merger 1 Consideration issuable in respect of such
Edisto Certificates or Merger 3 Consideration issuable in respect of such
Convest Certificates, and the amount of dividends and other distributions,
if any, which have become payable and which thereafter become payable
thereon as provided herein shall, to the extent permitted by applicable law,
become the property of Parent, free and clear of all claims or interest of
any Person previously entitled thereto. Notwithstanding the foregoing,
neither the Exchange Agent or the Parties shall be liable to a holder of
shares of Edisto Common Stock or Convest Common Stock for any shares of
Parent Common Stock or Merger 1 Cash Consideration delivered to a public
official pursuant to applicable abandoned property, escheat or similar laws.

(vi) In the event any Edisto Certificate or Convest
Certificate shall have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming such Edisto
Certificate or Convest Certificate to be lost, stolen or destroyed and,
subject to the following sentence, Surviving Corporation 3 shall issue
in exchange for such lost, stolen or destroyed Edisto Certificate or
Convest Certificate the Merger 1 Consideration or Merger 3
Consideration, respectively, deliverable in respect thereof determined
in accordance with this Section 4. Surviving Corporation 3 may, in its
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate to give such
corporation such indemnity, bond or insurance as it may reasonably
direct as protection against any claim that may be made against such
corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.

(e) NO FRACTIONAL SECURITIES. Notwithstanding any other provision
of this Agreement no certificates or scrip for fractional shares of Parent
Common Stock shall be issued in the Mergers and no Parent Common Stock
dividend, stock split or interest shall relate to any fractional security,
and such fractional interests shall not entitle the owner thereof to vote or
to any other rights of a security holder. In lieu of any such fractional
share, each holder of shares of Edisto Common Stock or Convest Common Stock
who would otherwise have been entitled to receive a fraction of a share of
Parent Common Stock upon surrender of Edisto Certificates or Convest
Certificates for exchange pursuant to this Section 4 shall be entitled to
receive from the Exchange Agent a cash payment equal to such fraction
multiplied by the Weighted Average Trading Price, the Maximum Price or the
Minimum Price, depending on which of the foregoing prices is used for the
ratio calculations pursuant to Section 4(a).

(f) CLOSING. The closing (the "CLOSING") of the transactions
contemplated by this Agreement shall take place at a location mutually
agreeable to Parent, Edisto and Convest as promptly as practicable following
the date on which the last of the conditions set forth in Section 9 is
fulfilled or waived, or at such other time and place as Parent, Edisto and
Convest shall agree. The date on which the Closing occurs is referred to in
this Agreement as the "CLOSING DATE."

(g) CLOSING OF TRANSFER BOOKS.

(i) EDISTO. At and after the Merger 1 Effective Time, holders of
Edisto Certificates shall cease to have any rights as stockholders of
Edisto, except for the right to receive shares of Parent Common Stock and
Merger 1 Cash Consideration pursuant to Section 4(a)(i) and the right to
receive cash for payment of fractional shares pursuant to Section 4(e). At
the Merger 1 Effective Time, the stock transfer books of Edisto shall be
closed and no transfer of shares of Edisto

Common Stock which were outstanding immediately prior to the Merger 1
Effective Time shall thereafter be made. If, after the Merger 1 Effective
Time, subject to the terms and conditions of this Agreement, Edisto
Certificates formerly representing shares of Edisto Common Stock are
presented to Parent, they shall be canceled and exchanged for shares of
Parent Common Stock in accordance with this Section 4.

(ii) CONVEST. At and after the Merger 3 Effective Time, holders
of Convest Certificates shall cease to have any rights as stockholders of
Convest, except for the right to receive shares of Parent Common Stock
pursuant to Section 4(a)(ii) and the right to receive cash for payment of
fractional shares pursuant to Section 4(e). At the Merger 3 Effective Time,
the stock transfer books of Convest shall be closed and no transfer of
shares of Convest Common Stock which were outstanding immediately prior to
the Merger 2 Effective Time shall thereafter be made. If, after the Merger 3
Effective Time, subject to the terms and conditions of this Agreement,
Convest Certificates formerly representing shares of Convest Common Stock
are presented to Parent, they shall be canceled and exchanged for shares of
Parent Common Stock in accordance with this Section 4.

(h) APPRAISAL RIGHTS. Notwithstanding anything in this Agreement to
the contrary, in the event that appraisal rights are available in connection
with Merger 1 pursuant to Section 262 of the DGCL, shares of Edisto Common
Stock that are issued and outstanding immediately prior to the Merger 1
Effective Time and that are held by Edisto Stockholders who did not vote in
favor of Merger 1 and who comply with all of the relevant provisions of
Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into
and to have become exchangeable for the right to receive the Merger 1
Consideration, unless and until such Edisto Stockholders shall have failed to
perfect or shall have effectively withdrawn or lost such right, and such
Edisto Stockholders' shares of Edisto Common Stock shall thereupon be deemed
to have been converted into and to have become exchangeable for the right to
receive, as of the Merger 1 Effective Time, the Merger 1 Consideration
without any interest thereon. Edisto shall give Parent (i) prompt notice of
any written demands for appraisal of shares of Edisto Common Stock received
by Edisto and (ii) the opportunity to direct all negotiations and proceedings
with respect to any such demands. Edisto shall not, without the prior consent
of Parent, voluntarily make any payment with respect to, or settle or offer
to settle, any such demands.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

Except for those matters included in the Sellers Disclosure
Schedule, which inclusion will not be deemed an admission by Sellers that any
such matter is material or has or would have a Material Adverse Effect or
represents a Material Adverse Change, each Seller represents and warrants to
the Purchaser as follows:

(a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. Each of the
Sellers and their respective Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation. Set forth on the Sellers Disclosure Schedule is a list of
all Subsidiaries of each Seller, and a list of those jurisdictions where each
of the Sellers and their respective Subsidiaries are qualified to conduct
business. Each of the Sellers and its respective Subsidiaries is duly
authorized to conduct business and is in good standing under the laws of each
jurisdiction where such qualification is required, except for failures that
would not have a Material Adverse Effect. The Sellers

Disclosure Schedule correctly sets forth the name of each Subsidiary of each
Seller, the jurisdiction of its incorporation and the Persons owning its
outstanding capital stock.

(b) CAPITALIZATION.

(i) (x)The entire authorized capital stock of Edisto consisted of
50,000,000 shares of Edisto Common Stock and 10,000,000 shares of preferred
stock, of which 14,138,274 shares (excluding treasury shares) of Edisto
Common Stock and no shares of preferred stock were issued and outstanding as
of June 16, 1997, and (y) the entire authorized capital stock of Convest
consisted of 20,000,000 shares of Convest Common Stock and 5,000,000 shares
of preferred stock, of which 10,544,411 shares (excluding treasury shares)
of Convest Common Stock and no shares of preferred stock were issued and
outstanding as of June 16, 1997. Edisto is the beneficial owner of 7,598,771
shares of Convest Common Stock (the "Shares"), free and clear of any liens,
claims, options, charges or other encumbrances.

(ii) Except for employee and director stock options disclosed on
Sellers Disclosure Schedule, there are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require either Seller
to issue, sell, or otherwise cause to become outstanding of its capital
stock or any other securities convertible into or evidencing the right to
subscribe for any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to either Seller. At and as of the Closing,
neither Seller will be a party to any agreement relating to the registration
under the Securities Act of shares of capital stock of such Seller or any
successor entity. The Sellers Disclosure Schedule shall indicate, by holder,
the shares of capital stock of each Seller subject to any options, warrants
or similar rights, and the exercise price, expiration date and vesting
period thereof.

(i) Each Seller has corporate power and authority to execute
and deliver this Agreement, and, subject to the Requisite Stockholder
Approvals, to consummate the transactions contemplated hereby. The Board
of Directors of Edisto, has approved this Agreement and Merger 1 in
accordance with the applicable provisions of the DGCL and (A)
recommended approval of this Agreement and Merger 1 by the Edisto
Stockholders, and (B) duly and validly authorized the execution and
delivery of this Agreement by Edisto and the consummation by Edisto of
the transactions contemplated hereby. The Board of Directors of Convest
has approved this Agreement and Merger 3 in accordance with the
applicable provisions of the TBCA and (A) recommended approval of this
Agreement and Merger 3 by the Convest Stockholders and (B) duly and
validly authorized the execution and delivery of this Agreement by
Convest and the consummation by Convest of the transactions contemplated
hereby. Except for the Requisite Stockholder Approvals, no other
corporate proceedings on the part of either Seller are necessary to
authorize this Agreement or to consummate the transactions so
contemplated. This Agreement has been duly executed and delivered on
behalf of each Seller and, subject to the Requisite Stockholder
Approvals, constitutes the valid and legally binding obligation of each
Seller, enforceable against each Seller in accordance with its terms and
conditions, except that (A) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally
and (B) the remedy of specific performance and injunctive and other

forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

(ii) The only votes of Edisto Stockholders required to adopt
the Agreement and approve Merger 1 are the affirmative vote of the
holders of a majority of Edisto Common Stock pursuant to Section 216 of
the DGCL, Edisto's Restated Certificate of Incorporation, as amended,
and Section 5 of Edisto's By-laws, represented in person or by proxy, at
a stockholder meeting called by Edisto for the purpose of considering
and voting upon the Agreement and Merger 1 or by written consent in lieu
of a meeting pursuant to Section 228 of the DGCL and in accordance with
Edisto's Restated Certificate of Incorporation, as amended; the only
votes of Convest Stockholders required to adopt the Agreement and
approve Merger 3 are the affirmative vote of the holders of two-thirds
of the outstanding shares of Convest Common Stock pursuant to Article
XII.A. of Convest's Articles of Incorporation and Article 5.03 of the
TBCA, represented in person or by proxy, at a stockholder meeting called
by Convest for the purpose of considering and voting upon the Agreement
and Merger 3 or by written consent in lieu of a meeting pursuant to
Article XII.B. of Convest's Articles of Incorporation and Article
9.10.A. of the TBCA (collectively, the "REQUISITE STOCKHOLDER
APPROVALS"). The Convest Stockholders will not have any appraisal or
dissenter's rights under the TBCA as a result of the transactions
contemplated by this Agreement.

(d) NON-CONTRAVENTION. The execution and delivery of this Agreement
by each Seller do not violate, conflict with or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
lien, security interest, charge, encumbrance or preferential right to
purchase upon any of the properties or assets of either Seller or any of its
respective Subsidiaries under any of the terms, conditions or provisions of
(i) the respective charters or by-laws of either Seller or any of its
respective Subsidiaries, (ii) any statute, law, ordinance, rule, regulation,
judgment, decree, order, injunction, writ. permit or license of any court or
governmental authority applicable to either Seller or any of its respective
Subsidiaries or any of their respective properties or assets or (iii) any
note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
concession, contract, lease or other instrument, obligation or agreement of
any kind to which either Seller or any of its respective Subsidiaries is now
a party or by which either Seller or any of its respective Subsidiaries or
any of their respective properties or assets may be bound or affected. The
consummation by the Sellers of the transactions contemplated hereby will not
result in any violation, conflict, breach, termination, acceleration or
creation of liens or preferential right to purchase under any of the terms,
conditions or provisions described in clauses (i) through (iii) of the
preceding sentence, subject (x) in the case of the terms, conditions or
provisions described in clause (ii) above, to obtaining (prior to the Merger
1 Effective Time) the Requisite Stockholder Approvals and (y) in the case of
the terms, conditions or provisions described in clause (iii) above, to
obtaining (prior to the Merger 1 Effective Time) consents required from
commercial lenders, lessors or other third parties as specified on the
Sellers Disclosure Schedule. Excluded from the foregoing sentences of this
paragraph (d), insofar as they apply to the terms, conditions or provisions
described in clauses (ii) and (iii) of the first sentence of this paragraph
(d), are such violations, conflicts, breaches, defaults, terminations,
accelerations or creations of liens, security interests, charges or
encumbrances that would not, in the aggregate, have a Material Adverse Effect.

(e) APPROVALS. Except for (i) the filing of the Joint Proxy
Statement/Prospectus with the SEC pursuant to the Exchange Act and the
Securities Act, and the declaration of the effectiveness thereof

by the SEC and any filings with various state blue sky authorities and, (ii)
the making of the Merger Filings with the Secretaries of State of the States
of Delaware and Texas in connection with the Mergers (the filings and
approvals referred to in clauses (i) and (ii) are collectively referred to as
the "SELLERS REQUIRED STATUTORY APPROVALS"), no declaration, filing or
registration with, or notice to, or authorization, consent or approval of,
any governmental or regulatory body or authority is necessary for the
execution and delivery of this Agreement by either Seller or the consummation
by either Seller of the transactions contemplated hereby, including pursuant
to the HSR Act, other than such declarations, filings, registrations,
notices, authorizations, consents or approvals which, if not made or
obtained, as the case my be, would not, in the aggregate, have a Material
Adverse Effect.

(f) REPORTS AND FINANCIAL STATEMENTS. Each Seller has filed with
the SEC all forms, statements, reports and documents (including all exhibits,
post-effective amendments and supplements thereto) required to be filed by it
under each of the Securities Act, the Exchange Act and the respective rules
and regulations thereunder, all of which, as amended if applicable, complied
when filed in all material respects with all applicable requirements of the
appropriate act and the rules and regulations thereunder. Each Seller has
previously delivered to Parent copies (including all exhibits, post-effective
amendments and supplements thereto) of its (a) Annual Reports on Form 10-K
for the fiscal year ended December 31, 1996 and for the two immediately
preceding fiscal years, as filed with the SEC, (b) proxy and information
statements relating to (i) all meetings of its stockholders (whether annual
or special) and (ii) actions by written consent in lien of a stockholders'
meeting from January 1, 1994, until the date hereof, and (c) all other
reports and registration statements filed by each Seller with the SEC since
January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed
prior to the date hereof are collectively referred to as the "SELLERS SEC
REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure
Schedule. As of their respective dates, the Sellers SEC Reports did not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The audited consolidated financial statements and unaudited
interim consolidated financial statements of each Seller included in such
reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared
in accordance with GAAP applied on a consistent basis (except as may be
indicated therein or in the notes thereto) and fairly present the financial
position of each Seller and their respective Subsidiaries as of the dates
thereof and the results of their operations and changes in financial position
for the periods then ended, subject, in the case of the unaudited interim
financial statements, to normal year-end and audit adjustments and any other
adjustments described therein.

(g) ABSENCE OF CERTAIN UNDISCLOSED LIABILITIES. Except as disclosed
in the Sellers SEC Reports or the Sellers Disclosure Schedule, neither Seller
nor any of their respective Subsidiaries had at December 31, 1996, or has
incurred since that date, any liabilities or obligations (whether absolute,
accrued, contingent or otherwise) of any nature, except liabilities,
obligations or contingencies which; (i) are accrued or reserved against in
the Sellers Financial Statements or reflected in the notes thereto, (ii)
would not, in the aggregate, have a Material Adverse Effect, (iii) have been
discharged or paid in full prior to the date hereof, or (iv) are of a nature
not required to be reflected in the consolidated financial statements of
either Seller and their respective Subsidiaries prepared in accordance with
GAAP consistently applied and which were incurred in the Ordinary Course of
Business.

(h) ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the
most recent Sellers SEC Report for each Seller that contains consolidated
financial statements of such Seller, there has not bee any Material Adverse
Change.

(i) LITIGATION. Except as disclosed in the Sellers SEC Reports or
in the Sellers Disclosure Schedule, there are not claims, suits, actions or
proceedings pending or, to the knowledge of either Seller, threatened
against, relating to or affecting either Seller or any of its respective
Subsidiaries, before any court, governmental department, commission, agency,
instrumentality or authority, or any arbitrator that seek to restrain or
enjoin the consummation of any of the Mergers or which if decided adversely
to either Seller or its respective Subsidiary could, either alone or in the
aggregate with all such claims, actions or proceedings, have a Material
Adverse Effect. Except as set forth in the Sellers SEC Reports, neither
Seller nor any of its Subsidiaries is subject to any judgement, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or authority or any arbitrator which prohibits or
restricts the consummation of the transactions contemplated hereby or which
if decided adversely to either Seller or its respective Subsidiary could,
either individually or in the aggregate, have a Material Adverse Effect.

(j) REGISTRATION STATEMENT AND INFORMATION STATEMENT. None of the
information to be supplied by either Seller or its Subsidiaries for inclusion
in (a) the Registration Statement on Form S-4 to be filed under the
Securities Act with the SEC by Parent in connection with the Mergers for the
purpose of registering the shares of Parent Common Stock to be issued in the
Mergers (the "REGISTRATION STATEMENT") or (b) the proxy statements to be
distributed in connection with the approval of this Agreement and the
transactions contemplated hereby by the stockholders of the respective
Sellers (the "PROXY STATEMENTS" and, together with the prospectus included in
the Registration Statement, the "JOINT PROXY STATEMENTS/PROSPECTUS") will, in
the case of the Proxy Statement or any amendments thereof or supplements
thereto, at the time of the mailing of the Proxy Statement and any amendments
or supplements thereto, and at the time of any action by the stockholders of
the respective Sellers in connection with the transactions contemplated by
this Agreement, or, in the case of the Registration Statement, as amended or
supplemented, at the time it becomes effective and at the time of such action
by the stockholders of the respective Sellers, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading. The Joint Proxy
Statements/Prospectus will, as of its mailing date, comply as to form in all
material respects with all applicable laws, including the provisions of the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder, except that no representation is made by either Seller with
respect to information supplied by any Purchaser for inclusion therein.

(k) NO VIOLATION OF LAW. Except as disclosed in the Sellers SEC
Reports or in the Sellers Disclosure Schedule, neither Seller nor any of its
respective Subsidiaries is in violation of, or has been given notice or been
charged with any violation of, any law, statute, order, rule, regulation,
ordinance, or judgment (including, without limitation, any applicable
environmental law, ordinance or regulation) of any governmental or regulatory
body or authority, except for violations which, in the aggregate, could not
have a Material Adverse Effect. Except as disclosed in the Sellers SEC
Reports or in the Sellers Disclosure Schedule, as of the date of this
Agreement, to the knowledge of either Seller, no investigation or review by
any governmental or regulatory body or authority is pending or threatened,
nor has any governmental or regulatory body or authority indicated an
intention to conduct the same, other than, in each case, those the outcome of
which, either individually or in the aggregate, will not have a Material
Adverse Effect. Each Seller and its respective Subsidiaries has all permits,
licenses, franchises, variances, exemptions, orders and other governmental
authorizations, consents and approvals necessary to conduct its businesses as
presently conducted (collectively, the "SELLERS PERMITS"), except for
permits, licenses, franchises, variances, exemptions, orders, authorizations,
consents and approvals the absence of which, alone or in the aggregate, would
not have a Material Adverse Effect. Each Seller and its respective
Subsidiaries is not in violation of

the terms of any Sellers Permit, except for delays in filing reports or
violations which, alone or in the aggregate, would not have a Material
Adverse Effect.

(l) COMPLIANCE WITH AGREEMENTS. Except as disclosed in the Sellers
SEC Reports, neither Seller nor any of its respective Subsidiaries is in
breach or violation of or in default in the performance or observance of any
term or provision of, and no event has occurred which, with lapse of time or
action by a third party, could result in a default under (i) the respective
charter, by-laws or other similar organizational instruments of either Seller
or any of its Subsidiaries or (ii) any contract, commitment, agreement,
indenture, mortgage, loan agreement, note, lease, bond, license, approval or
other instrument to which either Seller or any of its Subsidiaries is a party
or by which any of them is bound or to which any of their property is
subject, other than, in the case of clause (ii) of this paragraph (l),
breaches, violations and defaults which would not have, either individually
or in the aggregate, a Material Adverse Effect.

(m) TAXES.

(i) Each Seller and its respective Subsidiaries have (A) duly
filed with the appropriate governmental authorities all Tax Returns
required to be filed by them for all periods ending on or prior to the
Merger 1 Effective Time, other that those Tax Returns the failure of
which to file would not, either individually or in the aggregate, have a
Material Adverse Effect, and such Tax Returns are true, correct and
complete in all material respects and (B) duly paid in full or made
adequate provision for the payment of all Taxes for all past and current
periods, except for those Taxes, the failure to have paid would not,
either individually or in the aggregate, have a material Adverse Effect.
The liabilities and reserves for Taxes reflected in each Seller's balance
sheet included in such Seller's latest Sellers SEC Reports are adequate
to cover all Taxes for all periods ending at or prior to the date of such
balance sheet and there is no liability for Taxes for any period
beginning after such date other than Taxes arising in the Ordinary Course
of Business. There are no material liens for Taxes upon any property or
assets of either Seller or any Subsidiary thereof, except for liens for
Taxes not yet due. Except as set forth on the Sellers Disclosure
Schedule, neither Seller nor its respective Subsidiaries has received
notice of an audit from any taxation authority. There are no unresolved
issues of law or fact arising out of a notice of deficiency, proposed
deficiency or assessment from the IRS or any other governmental authority
with respect to Taxes of either Seller or any of its Subsidiaries which,
if decided adversely, singly or in the aggregate, would have a Material
Adverse Effect. Neither Seller nor its respective Subsidiaries has waived
any statute of limitations in respect of Taxes or agreed to any extension
of time with respect to a tax assessment or deficiency other than waivers
and extensions which are no longer in effect. Neither Seller nor any of
its respective Subsidiaries is a party to any agreement providing for the
allocation of sharing of Taxes with any entity that is not, directly or
indirectly, a wholly owned corporate Subsidiary of such Seller other than
agreements the consequences of which are fully and adequately reserved
for in the Sellers Financial Statements. Neither Seller nor any of its
respective corporate Subsidiaries has, with regard to any assets or
property held, acquired or to be acquired by any of them, filed a consent
to the application of Section 341(f) of the Code.

(ii) For purposes of this Agreement, the term "TAXES" shall
mean all taxes, including, without limitation, income, gross receipts,
excise, property, sales, withholding, social security, occupation, use,
service, license, payroll, franchise, transfer and recording taxes, fees
and charges, windfall profits, severance, customs, import, export
employment or similar taxes, charges, fees, levies or other assessments
imposed by the United States, or any state, local or foreign

government or subdivision or agency thereof, whether computed on a
separate, consolidated, unitary, combined or any other basis, and such
term shall include any interest, fines, penalties or additional amounts
and any interest in respect of any additions, fines, or penalties
attributable or imposed or with respect to any such taxes, charges, fees,
levies or other assessments.

(iii) For purposes of this Agreement, the term "TAX RETURN"
shall mean any return, report or other document or information required
to be supplied to a taxing authority in connection with Taxes.

(n) EMPLOYEE BENEFIT PLANS; ERISA

(i) Except as disclosed in the Sellers SEC Reports or Sellers
Disclosure Schedule, at the date hereof, Sellers and their Subsidiaries
do not maintain or contribute to or have any obligation or liability to
or with respect to any material employee benefit plans, including
employee benefit plans within the meaning set forth in Section 3(3) of
ERISA, programs, arrangements, practices or other similar material
arrangements for the provision of benefits (such plans, programs,
arrangements or practices of Sellers and their Subsidiaries being
referred to as the "SELLERS PLANS"), but excluding any "MULTIEMPLOYER
PLAN" within the meaning of Section 3(37) of ERISA or a "MULTIPLE
EMPLOYER PLAN" within the meaning of Section 413(c) of the Code. The
Sellers Disclosure Schedule lists all Multiemployer Plans to which any of
them makes contributions or has any obligation or liability to make
contributions. Neither Seller nor any of its respective Subsidiaries
maintains or has any liability with respect to any Multiple Employer
Plan, which, individually or in the aggregate, could have a Material
Adverse Effect. Neither Seller nor any of its respective Subsidiaries has
any obligation to create or contribute to any additional such plan,
program, arrangement or practice or to amend any such plan, program,
arrangement or practice so as to increase benefits or contributions
thereunder, except as required under the terms of the Sellers Plans or to
comply with applicable law.

(ii) Except as disclosed in the Sellers SEC Reports or Sellers
Disclosure Schedule, (A) there have been no prohibited transactions
within the meaning of Section 406 or 407 of ERISA or Section 4975 of the
Code with respect to any of the Sellers Plans that could result in
penalties, taxes or liabilities which, singly or in the aggregate, could
have a Material Adverse Effect, (B) except for premiums due, there is no
outstanding material liability, whether measured alone or in the
aggregate, under Title IV of ERISA with respect to any of the Sellers
Plans, (C) neither the Pension Benefit Guaranty Corporation nor any plan
administrator has instituted proceedings to terminate any of the Sellers
Plans subject to Title IV or ERISA other than in a "STANDARD TERMINATION"
described in Section 4041(b) of ERISA, (D) none of the Sellers Plans has
incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in Section 302
of ERISA and Section 412 of the Code), whether or not waived, as of the
last day of the most recent fiscal year of each of the Sellers Plans
ended prior to the date of this Agreement, (E) the current present value
of all projected benefit obligations under each of the Sellers Plans
which is subject to Title IV of ERISA did not, as of its latest valuation
date, exceed the then current value of the assets of such plan allocable
to such benefit liabilities by more than the amount, if any, disclosed in
the Sellers SEC Reports as of March 31, 1997, based upon reasonable
acruarial assumptions currently utilized for such Sellers Plan, (F) each
of the Sellers Plans has been operated and administered in all material
respects in accordance with applicable laws during the period of time
covered by the applicable statute of limitations, (G) each of the Sellers
Plans which is intended to be "QUALIFIED" within the meaning of

Section 401(a) of the Code has been determined by the IRS to be so
qualified and such determination has not been modified, revoked or
limited by failure to satisfy any condition thereof or by a subsequent
amendment thereto or a failure to amend, except that it may be necessary
to make additional amendments retroactively to maintain the "QUALIFIED"
status of such Sellers Plans, and the period for making any such
necessary retroactive amendments has not expired, (H) with respect to
Multiemployer Plans, neither Seller nor any of its respective
Subsidiaries has made or suffered a "COMPLETE WITHDRAWAL" or a "PARTIAL
WITHDRAWAL," as such terms are respectively defined in Sections 4203,
4204 and 4205 of ERISA and, to the best knowledge of each Seller and its
respective Subsidiaries, no event has occurred or is expected to occur
which presents a material risk of a complete or partial withdrawal under
said Sections 4203, 4204 and 4205, (I) to the best knowledge of each
Seller and its respective Subsidiaries, there are no material pending,
threatened or anticipated claims involving any of the Sellers Plans other
that claims for benefits in the ordinary course, (J) each Seller and its
respective Subsidiaries have no current material liability under Title IV
of ERISA, and each Seller and its respective Subsidiaries do not
reasonably anticipate that any such liability will be asserted against
either Seller or any of its Subsidiaries, and (K) no act, omission or
transaction (individually or in the aggregate) has occurred with respect
to any Sellers Plan that has resulted or could result in any material
liability (direct or indirect) of either Seller or any respective
Subsidiary under Sections 409 or 502(c)(i) or ERISA or Chapter 43 of
Subtitle (A) of the Code. None of the Sellers Plans has an "ACCUMULATED
FUNDING DEFICIENCY" (as defined in Section 302 of ERISA and Section 412
of the Code) or is required to provide security to a Sellers Plan
pursuant to Section 401(a)(29) of the Code. Each Sellers Plan can be
unilaterally terminated by a Seller or a Subsidiary at any time without
material liability, other than for amounts previously reflected in the
financial statements (or notes thereto) included in the Sellers SEC
Reports.

(iii) The Sellers SEC Reports or the Sellers Disclosure
Schedule contain a true and complete summary or list of or otherwise
describe all material employment contracts and other employee benefit
arrangements with "CHANGE OF CONTROL" or similar provisions and all
severance agreements with executive officers (including, in each case,
the amount of any payments which may be due as a result of the
transactions contemplated by this Agreement). Section 5(n)(iii) of the
Sellers Disclosure Schedule sets forth in reasonable detail all severance
pay, vacation pay, stay bonuses or other payments arising out of or
otherwise relating or due to the termination or resignation of any
officers, directors or employees of either Seller or their Subsidiaries
or otherwise arising out of or relating or due to the transactions
contemplated by this Agreement. Any payments described in the foregoing
sentence have been approved by all necessary corporate action by the
Board of Directors of each Seller.

(iv) Except as set forth in the Sellers Disclosure Schedule,
there are no agreements which will or may provide payments to any
officer, employee, stockholder, or highly compensated individual which
will be "PARACHUTE PAYMENTS" under Code Section 280G that are
nondeductible to the Sellers or subject to tax under Code Section 4999
for which a Seller or any ERISA Affiliate would have withholding
liability.

(o) LABOR CONTROVERSIES. Except as disclosed in the Sellers SEC
Reports, (i) there are no significant controversies pending or, to the
knowledge of either Seller, threatened between either Seller or its
Subsidiaries and any representatives of any of their employees and (ii) to
the knowledge of either Seller, there are no material organizational efforts
presently being made involving any of the presently

unorganized employees of either Seller and its Subsidiaries except for such
controversies and organizational efforts which, singly or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

(p) ENVIRONMENTAL MATTERS

(i) Except as disclosed in the Sellers SEC Reports or the
Sellers Disclosure Schedule, (A) each Seller and its respective
Subsidiaries have conducted their respective businesses in compliance
with all applicable Environmental Laws, including, without limitation,
having all permits, licenses and other approvals and authorizations
necessary for the operation of their respective businesses as presently
conducted, (B) none of the properties owned by either Seller or any of
its respective Subsidiaries contain any Hazardous Substance as a result of
any activity of either Seller or any of its respective Subsidiaries in
amounts exceeding the levels permitted by applicable Environmental Laws,
(C) neither Seller nor any of its respective Subsidiaries has received any
notices, demand letters or requests for information from any Federal,
state, local or foreign governmental entity or third party indicating that
either Seller or any of its respective Subsidiaries may be in violation
of, or liable under, any Environmental Law in connection with the
ownership or operation of their businesses, (D) there are no civil,
criminal or administrative actions, suits, demands, claims, hearings,
investigations or proceedings pending or threatened, against either Seller
or any of its respective Subsidiaries relating to any violation, or
alleged violation, of any Environmental Law, (E) no reports have been
filed, or are required to be filed, by either Seller or any of its
respective Subsidiaries concerning the release of any Hazardous Substance
or the threatened or actual violation of any Environmental Law, (F) no
Hazardous Substance has been disposed of, released or transported in
violation of any applicable Environmental Law from any properties owned by
either Seller or any of its respective Subsidiaries as a result of any
activity of either Seller or any of its respective Subsidiaries during the
time such properties were owned, leased or operated by either Seller or
any of its respective Subsidiaries, (G) there have been no environmental
investigations, studies, audits, tests, reviews by or which are in the
possession of either Seller or its respective Subsidiaries relating to the
activities of a Seller or its respective Subsidiaries which have not been
delivered to Parent prior to the date hereof, (H) there are no underground
storage tanks on, in or under any properties owned by either Seller or any
of its respective Subsidiaries and no underground storage tanks have been
closed or removed from any of such properties during the time such
properties were owned, leased or operated by either Seller or any of its
respective Subsidiaries, (I) there is no asbestos or asbestos containing
material present in any of the properties owned by either Seller and its
respective Subsidiaries, and no asbestos has been removed from any of such
properties during the time such properties were owned, leased or operated
by such Seller or any of its respective Subsidiaries, and (J) neither
Seller, its respective Subsidiaries nor any of their respective properties
are subject to any liabilities or expenditures (fixed or contingent)
relating to any suit, settlement, court order, administrative order,
regulatory requirement, judgment or claim asserted or arising under any
Environmental Law, except for violations of the foregoing clauses (A)
through (J) that, singly or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

(ii) As used herein, "ENVIRONMENTAL LAW" means any
Federal, state, local or foreign law, statute, ordinance, rule,
regulation, code, license, permit, authorization, approval, consent,
legal doctrine, order, judgment, decree, injunction, requirement or
agreement with any governmental entity relating to (x) the protection,
preservation or restoration of the environment (including, without
limitation, air, water vapor, surface water, groundwater, drinking
water supply,

surface land, subsurface land, plant and animal life or any other natural
resource) or to human health or safety or (y) the exposure to, or the use,
storage, recycling, treatment, generation, transportation, processing,
handling, labeling, production, release or disposal of Hazardous
Substances, in each case as amended and as in effect on the Closing Date.
The term "ENVIRONMENTAL LAW" includes, without limitation, (A) the Federal
Comprehensive Environmental Response Compensation and Liability Act of
1980, the Superfund Amendments and Reauthorization Act, the Federal Water
Pollution Control Act of 1972, the Federal Clean Air Act, the Federal
Clean Water Act, the Federal Resource Conservation and Recovery
Act of 1976 (including the Hazardous and Solid Waste Amendments thereto),
the Federal Solid Waste Disposal Act and the Federal Toxic Substances
Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and
the Federal Occupational Safety and Health Act of 1970, each as amended
and as in effect on the Closing Date, and (B) any common law or equitable
doctrine (including, without limitation, injunctive relief and tort
doctrines such as negligence, nuisance, trespass and strict liability)
that may impose liability or obligations for injuries or damages due to,
or threatened as a result of, the presence of, effects of or exposure to
any Hazardous Substance.

(iii) As used herein, "HAZARDOUS SUBSTANCE" means any
substance presently or hereafter listed, defined, designated or classified
as hazardous, toxic, radioactive, or dangerous, or otherwise regulated,
under any Environmental Law. Hazardous Substance includes any substance
to which exposure is regulated by any government authority or any
Environmental Law including, without limitation, any toxic waste,
pollutant, contaminant, hazardous substance, toxic substance, hazardous
waste, special waste, industrial substance or petroleum or any derivative
or by-product thereof, radon, radioactive material, asbestos, or asbestos
containing material, urea formaldehyde foam insulation, lead or
polychlorinated biphenyls.

(q) NON-COMPETITION AGREEMENTS. Except as disclosed in the Sellers
Disclosure Schedule, neither Seller nor any respective Subsidiary thereof is
a party to any agreement which purports to restrict or prohibit in any material
respect any of them from, directly or indirectly, engaging in any material
business currently engaged in by either Seller or Parent, or any corporations
affiliated with either of them. None of the Sellers' officers, directors or
key employees is a party to any agreement which, by virtue of such person's
relationship with a Seller, restricts in any material respect either Seller
or any respective Subsidiary thereof from, directly or indirectly, engaging in
any of the businesses described above.

(r) RESERVE REPORT AND EXPLORATION PROJECT INFORMATION.

(i) The Sellers have made available to the Purchasers
certain reports dated February 25, 1997 prepared by the independent
petroleum engineering firm of Xxxxx Xxxxx Company (with respect to
offshore properties of Convest as of December 31, 1996) and dated
February 24, 1997 by the independent petroleum engineering firm of
Netherland Xxxxxx & Associates, Inc. (with respect to onshore properties
of Convest as of January 1, 1997), true and correct copies of which have
been previously provided to the Parent (together, the "SELLERS RESERVE
REPORTS"). The Sellers Reserve Reports are the latest reserve reports
available to the Sellers relating to their and their Subsidiaries'
reserves of oil and gas. The oil and gas properties evaluated in the
Sellers Reserve Reports are referred to herein as the "SELLERS EVALUATED
PROPERTIES." The Sellers have provided no false or misleading information
to and have not withheld any material information from Xxxxx Xxxxx Company
or Netherland Xxxxxx and Associates, with respect to the preparation of
the Sellers Reserve Reports.

(ii) Except as set forth on Sellers Disclosure Schedule,
the Sellers are not aware of any facts or circumstances that should
reasonably cause the Sellers to conclude that any of the information that
was supplied by the Sellers to Xxxxx Xxxxx Company or Netherland Xxxxxx
and Associates, in connection with their preparation of the Sellers
Reserve Reports is not currently correct in all material respects
(other than normal depletion by production in the ordinary course),
and to the Sellers' knowledge that information utilized in preparing the
Sellers Reserve Reports is correct in all material respects.

(iii) The Sellers have made available to Parent certain
information (the "SELLERS PROJECT INFORMATION") with respect to
exploration projects in which the Sellers are currently engaged (the
"SELLERS PROJECTS"), which information and Sellers Projects are set forth
on the Sellers Disclosure Schedule. The Sellers Project Information
provided by the Sellers does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements contained therein not misleading.

(s) TITLE.

(i) The leasehold, royalty, mineral and similar interests
owned by each Seller and their respective Subsidiaries entitle it to
receive not less than the interest set forth in the Sellers Reserve
Reports as the Net Revenue Interest from all oil and gas and associated
minerals produced, saved and marketed in respect of each Sellers Evaluated
Property listed in the Sellers Reserve Reports, and obligate it to bear
costs and expenses relating to the maintenance and development of, and
the operations with respect to, each such Sellers Evaluated Property in an
amount not greater than the Working Interest set forth in the Sellers
Reserve Reports (unless there is a corresponding increase in the Net
Revenue Interest), except for such deficiencies which, individually or
in the aggregate, would not have a Material Adverse Effect. Except as
noted in the Sellers Reserve Reports, the Net Revenue Interest and the
Working Interest with respect to each such Sellers Evaluated Property
are not subject to change or adjustment upon the occurrence of payout
or any similar or other event.

(ii) The Sellers and their Subsidiaries have, and on the
Closing Date will have, good and valid title to all of their leasehold,
royalty, mineral and similar interests in the Sellers Evaluated
Properties, other than the properties disposed of since January 1, 1997
as disclosed on the Sellers Disclosure Schedule or since the date hereof
with the written consent of the Parent, free and clear of all encumbrances
and title defects except for (A) the encumbrances and title defects
specifically described in the Sellers Disclosure Schedule, (B) statutory
liens not yet delinquent, (C) imperfections of title, easements, liens
(including operator's liens) and encumbrances, the character, amount or
extent of which, individually or in the aggregate, would not have a
Material Adverse Effect, (D) contracts and agreements for the sale of oil
and gas entered into in the Ordinary Course of Business, (E) lessor's
royalties, overriding royalties, and division orders, reversionary
interests and similar burdens and all existing operating agreements and
unit agreements, if the net cumulative effect of the same does not
operate to reduce the Net Revenue Interests of the Sellers Evaluated
Properties to less than the Net Revenue Interests set forth in the Sellers
Reserve Report or increase the Working Interests of the Sellers Evaluated
Properties to more than the Working Interests set forth in the Sellers
Reserve Report (unless there is a corresponding increase in the Net
Revenue Interests); (F) any and all federal and state regulatory orders
and rules to which the Sellers Evaluated

Properties are presently subject; (G) preferential rights to purchase and
required third-party consents to assignments and similar agreements (none
of which arise or are required in connection with the transactions
contemplated by this Agreement); (H) liens for Taxes not due or not
delinquent at the time of Closing or the validity of which are being
contested in good faith by appropriate actions; (I) all rights to consent
by, required notices to, filings with, or other actions by governmental
entities in connection with the sale or conveyance of oil, gas and mineral
leases or interests therein if the same are customarily obtained after
such sale or conveyance; (J) easements, rights-of-way, servitudes,
permits, surface leases and other rights in respect of surface
operations, pipelines, grazing, logging, canals, ditches, reservoirs or
the like; and easements for streets, alleys, highways, pipelines,
telephone lines, power lines, railways and other easements and
rights-of-way, on, over or in respect of any of the Sellers Evaluated
Properties; (K) liens of operators relating to obligations not yet due
or not delinquent; and (L) title deficiencies commonly encountered in the
oil and gas business which would not be considered material by a reasonable
and prudent person engaged in the business of the ownership, development
and operating of oil and gas properties with knowledge of all the facts
and appreciation of their legal significance.

(iii) Except where the failure would not have a Material
Adverse Effect, (A) neither Seller nor its respective Subsidiaries are
dependent with respect to the Sellers Evaluated Properties on the right to
use the properties of others, except under valid and enforceable leases,
contracts, pooling or unitization agreements, rights or other
arrangements, (B) the Sellers and their respective Subsidiaries own,
or have the right to use under valid and enforceable leases, contracts,
rights or other arrangements, all gas processing facilities necessary for
the current operations of the Sellers and their respective Subsidiaries,
(C) all buildings, machinery and equipment currently used in the
operations related to the Sellers Evaluated Properties are adequate for
their normal operation consistent with industry practice, are in good
working order and conform with all applicable Environmental Laws and
(D) there is no pending or threatened condemnation or expropriation of any
part of the Sellers Evaluated Properties.

(iv) Except where the failure would not have a Material
Adverse Effect, the Sellers Evaluated Properties are being developed,
operated and maintained in compliance in all material respects with all
leases, contracts and commitments to which either Seller or any respective
Subsidiary is a party or by which either Seller or any respective
Subsidiary or any of the Sellers Evaluated Properties is bound.

(v) The Sellers and the Subsidiaries have good and valid
title to all the properties and assets of every kind, character and
description (real, personal or mixed, tangible and intangible), including,
without limitation, all parcels of real property, pipelines, rights-of-way
and easements and other incidental rights and permits, but excluding the
Sellers Evaluated Properties, reflected in the Sellers Financial Statements
or which would have been reflected in the Sellers Financial Statements if
acquired prior to March 31, 1997, (the "SELLERS ASSETS") free and clear of
all encumbrances of any nature except for (A) the encumbrances and title
defects specifically described in the Sellers Disclosure Schedule;
(B) mortgages and encumbrances which secure indebtedness or obligations
which are properly reflected in the Sellers Financial Statements;
(C) liens for Taxes not yet payable or any Taxes being contested in good
faith; (D) liens arising as a matter of law in the ordinary course of
business, provided that the obligations secured by such liens are not
delinquent or are being contested in good faith; (E) such imperfections
of title and encumbrances which, individually or in the aggregate, would
not have a Material Adverse Effect; (F) any and all federal

and state regulatory orders and rules to which the Sellers Assets are
presently subject; (G) preferential rights to purchase and required
third-party consents to assignments and similar agreements, none of which
arise or are required in connection with the transactions contemplated by
this Agreement; (H) statutory liens not yet delinquent; (I) all rights to
consent by, required notices to, filings with, or other actions by
governmental entities in connection with the sale or conveyance of oil,
gas and mineral leases or interests therein if the same are customarily
obtained after such sale or conveyance; (J) easements, rights-of-way,
servitude, permits, surface leases and other rights in respect of surface
operations, pipelines, grazing, logging, canals, ditches, reservoirs or
the like; and easements for streets, alleys, highways, pipelines,
telephone lines, power lines, railways and other easements and
rights-of-way, on, over or in respect of any of the Sellers Assets;
(K) liens of operators relating to obligations not yet due or not
delinquent; and (L) title deficiencies commonly encountered in the oil and
gas business which will not have a Material Adverse Effect. The Sellers
and the Subsidiaries have valid leasehold interests in all leases
reflected as capital leases in the Sellers Financial Statements and,
to the knowledge of the Sellers, generally have the right to use all
other property and assets as to which they do not have title but which
are currently being used in the conduct of each Seller's business, except
any rights of use the loss of which would not have a Material Adverse
Effect.

(t) INSURANCE. The Sellers Disclosure Schedule lists all material
insurance policies covering the Sellers Assets, the Sellers Evaluated
Properties, employees and operations of the Sellers and their respective
Subsidiaries as of the date hereof (other than insurance owned or held by
operators for those Sellers Assets or Sellers Evaluated Properties where a
party other than a Seller or one of its Subsidiaries is the operator). Such
policies are in full force and effect, there are no defaults thereunder.
Except for claims previously made, to the knowledge of either Seller or its
respective Subsidiaries, there is no basis for any action or claim nor any
facts which would reasonably be anticipated to give rise to such action or
claim. To the knowledge of either Seller or its respective Subsidiaries,
there does not exist any event that, with the giving of notice or the lapse of
time or both, would constitute such a default. Neither Seller nor any of its
respective Subsidiaries is a co-insurer under any such policies of insurance
except to the extent of the amount of the deductible, self-retention or
similar amounts applicable to such policies.

(u) ALLOWABLE PRODUCTION QUOTAS. To the knowledge of either
Seller, no production from any of the Sellers Evaluated Properties prior to
the date hereof was in excess of allowable production quotas allowed or
permitted by any governmental body having jurisdiction thereover so as to
subject any production from such Sellers Evaluated Property on or after the
date hereof to restrictions or penalties except as will not have a Material
Adverse Effect.

(v) GAS PAYMENTS; BALANCING. (i) There are no material claims
asserted or material disputes evidenced in writing under any contract to
which either Seller or any Subsidiary thereof is a party regarding payments
for natural gas not taken pursuant to any "take or pay" or similar
arrangement; (ii) the Sellers and their respective Subsidiaries have not
received any material quantity of natural gas or liquids to be paid for
thereafter other than in the normal cycle of billing or received prepayments,
advance payments or loans which will require a Seller or any of its
respective Subsidiaries to perform services or deliver hydrocarbons under such
contracts on or after the Closing Date without being currently paid therefor,
(iii) no sales contract obligates either Seller or any Subsidiary thereof to
deliver specific minimum volumes of gas; (iv) no contract obligates either
Seller or any Subsidiary thereof to sell gas at prices substantially lower
than the prevailing market prices or to purchase gas at prices substantially
higher than prevailing market prices; (v) the Sellers and their respective
Subsidiaries have made or will, prior to the Closing Date, make

all payments due to producers or others for all gas and liquids delivered
into any of their respective plants for which payment for the same is due
prior to the Closing Date, including, without limitation, all payments due
for the purchase of gas and liquids under any contract; (vi) to the knowledge
of either Seller or any of its respective Subsidiaries, all gas delivered
into any of the plants has been purchased, and all residue gas from the
plants has been sold, in compliance with the Natural Gas Policy Act of 1978,
all orders, rules and regulations of the Federal Energy Regulatory Commission
and all other applicable laws, orders, rules and regulations; (vii) to the
knowledge of either Seller or any of its respective Subsidiaries, there
exists no material claim or dispute with respect to the purchase, or the
failure to purchase, or pay for whether or not purchased, gas under any gas
purchase contracts to which either Seller or any Subsidiary thereof is a
party or the applicable price to be paid for gas delivered, or residue gas or
liquids or products sold from the plants; and (viii) none of the Sellers
Evaluated Properties or the Sellers Assets is subject to requirements to make
Bru adjustments or affect gas or liquids balancing in favor of third parties
which would result in either Seller or any Subsidiary thereof being required
to deliver material volumes of gas or liquids after the Closing Date or
otherwise to compensate a third party for gas or liquids receipts into, or
deliveries from, the plants which occurred prior to the Closing Date. The
Sellers Disclosure Schedule sets forth an estimate of the amount of any net
imbalances and is within ten percent (10%) of the actual amount.

(w) NO PREPAYMENTS MADE OR REFUNDS OWED. Sellers and their
respective Subsidiaries have not received any prepayment, advance payment,
deposits or similar payments, and have no refund obligation, other than
obligations in the aggregate of less than $250,000 incurred in the Ordinary
Course of Business, with respect to any gas or products purchased, sold,
gathered, processed or marketed through their plants. The Sellers and their
respective Subsidiaries have not received any compensation for gathering or
processing services relating to the plants which would be subject to any
refund or create any repayment obligation, other than obligations of less
than $250,000 incurred in the Ordinary Course of Business, either by or to
the Sellers and their respective Subsidiaries, and the Sellers and their
respective Subsidiaries are not aware of any basis for a claim that a refund
is due.

(x) DRILLING OBLIGATIONS. The Sellers and their respective
Subsidiaries do not have any material drilling obligations or other
development commitments that are not terminable at will by the Seller or the
Subsidiary party thereto without penalty, other than commitments and
obligations that arose in the Ordinary Course of Business where the sole
consequence to the Seller or the Subsidiary party thereto for a failure to
participate is to suffer a "non-consent" penalty or forfeit an interest in
the undeveloped lands subject to the commitment or obligation.

(y) DEVELOPMENT OPERATIONS. To the knowledge of either Seller or
its respective Subsidiaries, there are in existence no facts or circumstances
that should reasonably cause a Seller or a Subsidiary to conclude that any
development operations on the Sellers Evaluated Properties that are
contemplated by the Sellers Reserve Report will not be permitted under
applicable laws and governmental rules and regulations or that any third
party may have a reasonable basis to cause any court or governmental agency
with jurisdiction over such operations to cause the suspension or termination
of such operations.

(z) REGULATORY AUTHORITY. As of the date hereof, neither Seller
nor any of its respective Subsidiaries is subject to regulation as (a) a
"holding company," an "affiliate" of a "holding company" or "subsidiary
company" of a "holding company" or a "public utility," as each of such terms
is defined in the Public Utility Holding Company Act of 1935, as amended, and
the rules and regulations thereunder, (b) a gas utility or utility under
applicable state law; and (c) an "investment company," or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

(aa) FULL DISCLOSURE. To the knowledge of either Seller, the
representations, warranties or other statements by the Sellers in this
Agreement or in the Sellers Disclosure Schedule or Exhibits hereto or any
documents distributed generally to the Edisto Stockholders or the Convest
Stockholders, taken as a whole, do not contain untrue statement of a material
fact or omit to state a material fact necessary to make the statements
contained therein not misleading. There is, to the knowledge of either
Seller, no fact pertaining particularly to Sellers Evaluated Properties or
the Sellers Assets (as opposed to public information concerning general
industry or economic conditions or governmental policies) which has a Material
Adverse Effect on the Sellers Evaluated Properties or the Sellers Assets or
the ownership, operation or maintenance of any of the Sellers Evaluated
Properties or the Sellers Assets that has not been disclosed to the Purchaser.

(bb) CERTAIN AGREEMENTS. There are no contracts, agreements,
arrangements or understandings to which either Seller or any of their
Subsidiaries is a party which create, govern or purport to govern the right
or another party (other than Purchaser) to acquire either Seller or any of
their Subsidiaries.

(cc) SHAREHOLDERS AGREEMENT. Set forth on the form 10-K/A of each
Seller, as filed with the SEC on April 30, 1997, is a list of the officers,
directors and owners of 5% or more of the capital stock of the respective
Sellers. Edisto has obtained from the TCW Group, Inc. and its affiliates and
delivered to Parent (i) a written agreement (a "SHAREHOLDERS AGREEMENT") to
the effect that such person will vote shares of Edisto Common Stock and
Convest Common Stock beneficially owned by such person in favor of the
Mergers and (ii) an Affiliate Agreement.

(dd) BROKERS AND FINDERS. Except for the fees and expenses
payable to Xxxxxx Xxxxxxx and Xxxxxxxx Xxxxxx, which fees are reflected in
their agreements with Sellers (a copy of which has been delivered to the
Parent), Sellers have not entered into any contract, arrangement or
understanding with any person or firm which may result in the obligation of
either Seller to pay any finder's fees, brokerage or agent commissions or
other like payments in connection with the transactions contemplated hereby.
Except for the fees and expenses paid or payable to Xxxxxx Xxxxxxx and to
Xxxxxxxx Xxxxxx, there is no claim for payment by either Seller of any
investment banking fees, finder's fees, brokerage or agent commissions or
other like payments in connection with the negotiations leading to this
Agreement or the consummation of the transactions contemplated hereby.

(ee) OPINION OF FINANCIAL ADVISOR. The financial advisor of
Edisto, Xxxxxxxx Xxxxxx, has rendered a written opinion to the Board of
Directors of Edisto to the effect that the Merger 1 Consideration is fair
from a financial point of view to the Edisto Stockholders. The financial
advisor of Convest, Xxxxxx Xxxxxxx, has rendered a written opinion to the
Board of Directors of Convest to the effect that the Merger 3 Consideration
is fair from a financial point of view to the Convest Stockholders.

(ff) EDISTO CASH BALANCE. As of the date of this Agreement and as
of the Closing Date, Edisto will have at least $68.0 million in cash on hand
(the "EDISTO CASH BALANCE"); provided, however, that (i) the Edisto Cash
Balance may be reduced by an amount not to exceed an aggregate of $1,500,000
in order to effect the redemption or cancellation of any Edisto Option prior
to Merger 1 in accordance with the terms of Section 4(c)(i), and (ii) Edisto
and Convest may collectively expend an amount not to exceed an aggregate of
$2,300,000 in order to effect the severance payments set forth in
Section 5(o)(iii) of the Sellers Disclosure Schedule. The Edisto Cash Balance
is not, and at the Closing Date will not be, subject to any pledge,
encumbrance, lien or other limitation prohibiting its free use or
distribution by Edisto or its successors.

(gg) AFFILIATE TRANSACTIONS. To Sellers knowledge there are no
transactions between (i) the Sellers or any of their Subsidiaries and (ii)
any of their Affiliates, which are required to be disclosed in the Sellers
SEC Reports which are not disclosed.

(hh) WARN. Sellers Disclosure Schedule sets forth the total
number of employees of the Sellers and their Subsidiaries and independent
contractors as determined in accordance with WARN or any similar applicable
law. The obligations of Sellers and their Subsidiaries under this Agreement,
including, without limitation, Section 8(d), will not give rise to any notice
requirement or payment obligation or liability under WARN on the part of
Sellers or Purchasers or their respective Subsidiaries.

(ii) CUMULATIVE REPRESENTATIONS. To the extent the
representations and warranties of Sellers set forth herein are modified by
the terms Material Adverse Change or Material Adverse Effect or similar
terms, the effect of the occurrence of all such effects or changes would not
in the aggregate cause a Material Adverse Change or Material Adverse Effect on
Sellers and their respective Subsidiaries taken as a whole.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF PURCHASERS.

Except for those matters included in the Purchasers Disclosure
Schedule, which inclusion will not be deemed an admission by Purchasers that
any such matter is material or has or would have a Material Adverse Effect or
represents a Material Adverse Change, each Purchaser represents and warrants
to the Sellers as follows:

(a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. Each of
the Purchasers is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. Each of the
Purchasers is duly authorized to conduct business and is in good standing
under the laws of each jurisdiction where such qualification is required,
except for failures that would not have a Material Adverse Effect, and has
not received notice of an audit from any state taxation authority.

(b) CAPITALIZATION. The entire authorized capital stock of
Parent consist of 50,000,000 shares of Parent Common Stock and 5,000,000
shares of preferred stock, of which 22,673,749 shares of Parent Common Stock
and no shares of preferred stock were issued and outstanding as of May 31,
1997. The shares of Parent Common Stock to be issued pursuant to this
Agreement will, when issued, be duly authorized, validly issued, fully paid
and nonassessable.

(c) AUTHORIZATION OF TRANSACTION. Each Purchaser has corporate
power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. No other corporate proceedings on the
part of the Purchasers are necessary to authorize this Agreement or to
consummate the transactions so contemplated. This Agreement has been duly
executed and delivered on behalf of each Purchaser and constitutes the valid
and legally binding obligation of each Purchaser, enforceable against each
Purchaser in accordance within terms and conditions, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and
to the discretion of the court before which any proceeding therefor may be
brought.

(d) NON-CONTRAVENTION. Except as disclosed in the Purchasers
Disclosure Schedule, the execution and delivery of this Agreement by each
Purchaser do not violate, conflict with or result in a breach of any
provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration under, or result in the creation of any
lien, security interest, charge, encumbrance or preferential right to
purchase upon any of the properties or assets of either Purchaser under any
of the terms, conditions or provisions of (i) the respective charters or
by-laws of either Purchaser, (ii) any statute, law, ordinance, rule,
regulation, judgement, decree, order, injunction, writ, permit or license of
any court or governmental authority applicable to either Purchaser or any of
their respective properties or assets or (iii) any note, bond, mortgage,
indenture, deed of trust, license, franchise, permit concession, contract,
lease or other instrument, obligation or agreement of any kind to which
either Purchaser is now a party or by which either Purchaser or any of their
respective properties or assets may be bound or affected. Except as disclosed
in the Purchasers Disclosure Schedule, the consummation by the Purchasers of
the transactions contemplated hereby will not result in any violation,
conflict, breach, termination, acceleration or creation of liens or
preferential right to purchase under any of the terms, conditions or
provisions described in clauses (i) through (iii) of the preceding sentence.
Excluded from the foregoing sentences of this paragraph (d), insofar as they
apply to the terms, conditions or provisions described in clauses (ii) and
(iii) of the first sentence of this paragraph (d), are such violations,
conflicts, breaches, defaults, terminations, accelerations or creations of
liens, security interests, charges or encumbrances that would not, in the
aggregate, have a Material Adverse Effect.

(e) APPROVALS. Except for (i) the filing of the Joint Proxy
Statements/Prospectus with the SEC pursuant to the Exchange Act and the
Securities Act, and the declaration of the effectiveness thereof by the SEC
and filings with various state blue sky authorities, and (ii) the making of
the Merger Filings with the Secretaries of State of the States of Delaware
and Texas in connection with the Mergers (the filings and approvals referred
to in clauses (i) and (ii) are collectively referred to as the "PURCHASERS
REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with,
or notice to, or authorization, consent or approval of, any governmental or
regulatory body or authority is necessary for the execution and delivery of
this Agreement by either Purchaser or the consummation by either Purchaser of
the transactions contemplated hereby, including pursuant to the HSR Act,
other than such declarations, filings, registrations, notices,
authorizations, consents or approvals which, if not made or obtained, as the
case may be, would not in the aggregate, have a Material Adverse Effect.

(f) REPORTS AND FINANCIAL STATEMENTS. Since August 2, 1995,
Parent has filed with the SEC all forms, statements, reports and documents
(including all exhibits, post-effective amendments and supplements thereto)
required to be filed by it under each of the Securities Act, the Exchange Act
and the respective rules and regulations thereunder (collectively the "PARENT
SEC REPORTS"), all of which, as amended if applicable, complied when filed in
all material respects with all applicable requirements of the appropriate act
and the rules and regulations thereunder. As of their respective dates, the
Parent SEC Reports did not contain any untrue statements of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The audited consolidated financial statements
and unaudited interim consolidated financial statements of Parent included in
such reports (collectively, the "PARENT FINANCIAL STATEMENTS") have been
prepared in accordance with GAAP applied on a consistent basis (except as may
be indicated therein or in the notes thereto) and fairly present the
financial position of each Seller and their respective Subsidiaries as of the
dates thereof and the results of their operations and changes in financial
position for

the periods then ended, subject, in the case of the unaudited interim
financial statements, to normal year-end and audit adjustments and any other
adjustments described therein.

(g) ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed in
the Parent SEC Reports or the Purchasers Disclosure Schedule, neither
Purchaser had at December 31, 1996, or has incurred since that date, any
liabilities or obligating (whether absolute, accrued, contingent or
otherwise) of any nature, except liabilities, obligations or contingencies
which (i) are accrued or reserved against in the Purchasers Financial
Statements or reflected in the notes thereto, (ii) would not, in the
aggregate, have a Material Adverse Effect, (iii) have been discharged or paid
in full prior to the date hereof, or (iv) are of a nature not required to be
reflected in the consolidated financial statements of Parent prepared in
accordance with GAAP consistently applied and which were incurred in the
Ordinary Course of Business.

(h) ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the
most recent Parent SEC Report that contains consolidated financial
statements, there has not been any Material Adverse Change.

(i) LITIGATION. Except as disclosed in the Parent SEC Reports or
in the Purchasers Disclosure Schedule, there are no claims, suits, actions or
proceedings pending or, to the knowledge of either Purchaser, threatened
against, relating to or affecting either Purchaser, before any court,
governmental department, commission, agency, instrumentality or authority, or
any arbitrator that seek to restrain or enjoin the consummation of any of the
Mergers or which it decided adversely to such Purchaser could, either alone
or in the aggregate with all such claims, actions or proceedings, have a
Material Adverse Effect. Except as set forth in the Parent SEC Reports,
neither Purchaser is subject to any judgment, decree, injunction, rule or
order of any court, governmental department, commission, agency,
instrumentality or authority or any arbitrator which prohibits or restricts
the consummation of the transactions contemplated hereby or which if decided
adversely to such Purchaser could, either individually or in the aggregate,
have a Material Adverse Effect.

(j) REGISTRATION STATEMENT AND PROXY STATEMENTS. None of the
information to be supplied by either Purchaser for inclusion in (a) the
Registration Statement or (b) the Proxy Statements will, in the case of the
Proxy Statements or any amendments thereof or supplements thereto, at the
time of the mailing of the Proxy Statements and any amendments or supplements
thereto, and at the time of any action by the stockholders of the respective
Sellers in connection with the transactions contemplated by this Agreement,
or, in the case of the Registration Statement, as amended or supplemented, at
the time it becomes effective and at the time of such action by the
stockholders of the respective Sellers, contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading. The Joint Proxy
Statements/Prospectus will, as of its mailing date, comply as to form in all
material respects with all applicable laws, including the provisions of the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder, except that no representation is made by either Purchaser with
respect to information supplied by any Seller or the stockholders of any
Seller for inclusion therein.

(k) NO VIOLATION OF LAW. Except as disclosed in the Parent SEC
Reports or in the Purchasers Disclosure Schedule, neither Purchaser is in
violation of, or has been given notice or been charged with any violation of
any law, statute, order, rule, regulation, ordinance, or judgement (including,
without limitation, any applicable environmental law, ordinance or regulation)
of any governmental or regulatory body or authority, except for violations
which, in the aggregate, could not have a Material

Adverse Effect. Except as disclosed in the Parent SEC Reports or in the
Purchasers Disclosure Schedule, as of the date of this Agreement, to the
knowledge of either Purchaser, no investigation or review by any governmental
or regulatory body or authority is pending or threatened, nor has any
governmental or regulatory body or authority indicated an intention to
conduct the same, other than, in each case, those the outcome of which,
either individually or in the aggregate, will not have a Material Adverse
Effect. Each Purchaser has all permits, licenses, franchises, variances,
exemptions, orders and other governmental authorizations, consents and
approvals necessary to conduct its businesses as presently conducted
(collectively, the "PURCHASERS PERMITS"), except for permits, licenses,
franchises, variances, exemptions, orders, authorizations, consents and
approvals the absence of which, alone or in the aggregate, would not have a
Material Adverse Effect. Each Purchaser is not in violation of the terms of
any Purchasers Permit, except for delays in filing reports or violations
which, alone or in the aggregate, would not have a Material Adverse Effect.

(l) COMPLIANCE WITH AGREEMENTS. Except as disclosed in the Parent
SEC Reports, neither Purchaser is in breach or violation of or in default in
the performance or observance of any term or provision of, and no event has
occurred which, with lapse of time or action by a third party, could result
in a default under (i) the respective charter, by-laws or other similar
organizational instruments of either Purchaser or (ii) any contract,
commitment, agreement, indenture, mortgage, loan agreement, note, lease,
bond, license, approval or other instrument to which either Purchaser is a
party or by which any of them is bound or to which any of their property is
subject, other than, in the case of clause (ii) of this paragraph (l),
breaches, violations and defaults which would not have, either individually
or in the aggregate, a Material Adverse Effect.

(m) TAXES. Each Purchaser has (A) duly filed with the appropriate
governmental authorities all Tax Returns required to be filed by them for all
periods ending on or prior to the Merger Effective Time, other than those Tax
Returns the failure of which to file would not, either individually or in the
aggregate, have a Material Adverse Effect, and such Tax Returns are true,
correct and complete in all material respects and (B) duly paid in full or
made adequate provision for the payment of all Taxes for all past and current
periods, except for those Taxes, the failure to have paid would not, either
individually or in the aggregate, have a Material Adverse Effect. The
liabilities and reserves for Taxes reflected in Parent's balance sheet
included in the latest Parent SEC Reports are adequate to cover all Taxes for
all periods ending at or prior to the date of such balance sheet and there is
no liability for Taxes for any period beginning after such date other than
Taxes arising in the Ordinary Course of Business. There are no material
liens for Taxes upon any property or assets of either Purchaser, except for
liens for Taxes not yet due. Except as set forth on the Purchasers
Disclosure Schedule, neither Purchaser not its respective Subsidiaries has
received notice of an audit from any taxation authority which could
reasonably be expected to have a Material Adverse Change. There are no
unresolved issues of law or fact arising out of a notice of deficiency,
proposed deficiency or assessment from the IRS or any other governmental
taxing authority with respect to Taxes of either Purchaser which, if decided
adversely, singly or in the aggregate, would have a Material Adverse Effect.
Neither Purchaser has waived any statute of limitations in respect of Taxes
or agreed to any extension of time with respect to a Tax assessment or
deficiency other than waivers and extensions which are no longer in effect.
Neither Purchaser is a party to any agreement providing for the allocation or
sharing of Taxes with any entity that is not, directly or indirectly, a
wholly owned corporate Subsidiary of such Purchaser other than agreements the
consequences of which are fully and adequately reserved for in the Parent
Financial Statements. Neither Purchaser has, with regard to any assets or
property held, acquired or to be acquired by any of them, filed a consent to
the application of Section 341(f) of the Code.

(n) EMPLOYEE BENEFIT PLANS: ERISA.

(i) Except as disclosed in the Parent SEC Reports or Purchasers
Disclosure Schedule, at the date hereof, Purchasers do not maintain or
contribute to or have any obligation or liability to or with respect to
any material employee benefit plans, including employee benefit plans
within the meaning set forth in Section 3(3) of ERISA, programs,
arrangements, practices or other similar material arrangements for the
provision of benefits (such plans, programs, arrangements or practices of
Purchasers being referred to as the "PURCHASERS PLANS"), but excluding
any "MULTIEMPLOYER PLAN" within the meaning of Section 3(37) of ERISA or
a "MULTIPLE EMPLOYER PLAN" within the meaning of Section 413(c) of the
Code. The Purchasers Disclosure Schedule lists all Multiemployer Plans
to which any of them makes contributions or has any obligation or
liability to make contributions. Neither Purchaser maintains or has any
liability with respect to any Multiple Employer Plan, which, individually
or in the aggregate, could have a Material Adverse Effect. Neither
Purchaser has any obligation to create or contribute to any additional
such plan, program, arrangement or practice or to amend any such plan,
program, arrangement or practice so as to increase benefits or
contributions thereunder, except as required under the terms of the
Purchasers Plans, under existing collective bargaining agreements or to
comply with applicable law.

(ii) Except as disclosed in the Parent SEC Reports or Purchasers
Disclosure Schedule, (A) there have been no prohibited transactions
within the meaning of Section 406 or 407 of ERISA or Section 4975 of the
Code with respect to any of the Purchasers Plans that could result in
penalties, taxes or liabilities which, singly or in the aggregate, could
have a Material Adverse Effect, (B) except for premiums due, there is no
outstanding material liability, whether measured alone or in the
aggregate, under Title IV of ERISA with respect to any of the Purchasers
Plans, (C) neither the Pension Benefit Guaranty Corporation nor any plan
administrator has instituted proceedings to terminate any of the
Purchasers Plans subject to Title IV of ERISA other than in a "STANDARD
TERMINATION" described in Section 4041(b) of ERISA, (D) none of the
Purchasers Plans has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as
defined in Section 302 of ERISA and Section 412 of the Code), whether or
not waived, as of the last day of the most recent fiscal year of each of
the Purchasers Plans ended prior to the date of this Agreement, (E) the
current present value of all projected benefit obligations under each of
the Purchasers Plans which is subject to Title IV of ERISA did not, as of
its latest valuation date, exceed the then current value of the assets of
such plan allocable to such benefit liabilities by more than the amount,
if any, disclosed in the Parent SEC Reports as of March 31, 1997, based
upon reasonable actuarial assumptions currently utilized for such
Purchasers Plan, (F) each of the Purchasers Plans has been operated and
administered in all material respects in accordance with applicable laws
during the period of time covered by the applicable statute of
limitations, (G) each of the Purchasers Plans which is intended to be
"QUALIFIED" within the meaning of Section 401(a) of the Code has been
determined by the IRS to be so qualified and such determination has not
been modified, revoked or limited by failure to satisfy any condition
thereof or by a subsequent amendment thereto or a failure to amend,
except that it may be necessary to make additional amendments
retroactively to maintain the "QUALIFIED" status of such Purchasers
Plans, and the period for making any such necessary retroactive
amendments has not expired, (H) with respect to Multi-employer Plans,
neither Purchaser has made or suffered a "COMPLETE WITHDRAWAL" or a
"PARTIAL WITHDRAWAL," as such terms are respectively defined in Sections
4203, 4204 and 4205 of ERISA and, to the best knowledge of each
Purchaser, no event has occurred or is expected to occur which presents a
material risk of a complete or partial withdrawal under said Sections
4203, 4204 and 4205, (I) to the best knowledge of each Purchaser, there
are no material

pending, threatened or anticipated claims involving any of the Purchasers
Plans other than claims for benefits in the ordinary course, (J) each
Seller and its Subsidiaries have no current material liability under
Title IV of ERISA, and Purchasers do not reasonably anticipate that any
such liability will be asserted against either Purchaser, and (K) no act,
omission or transaction (individually or in the aggregate) has occurred
with respect to any Purchasers Plan that has resulted or could result in
any material liability (direct or indirect) of either Purchaser under
Sections 409 or 502(c)(i) or (l) of ERISA or Chapter 43 of Subtitle (A)
of the Code. None of the Purchasers Plans has an "ACCUMULATED FUNDING
DEFICIENCY" (as defined in Section 302 of ERISA and Section 412 of the
Code) or is required to provide security to a Purchasers Plan pursuant to
Section 401(a)(29) of the Code. Each Purchasers Plan can be unilaterally
terminated by a Purchaser at any time without material liability, other
than for amounts previously reflected in the financial statements (or
notes thereto) included in the Parent SEC Reports.

(iii) The Parent SEC Reports or the Purchasers Disclosure
Schedule contain a true and complete summary or list of or otherwise
describe all employment contracts and other employee benefit arrangements
with "CHANGE OF CONTROL" or similar provisions and all severance
agreements with directors, executive officers or employees.

(o) LABOR CONTROVERSIES. Except as disclosed in the Parent SEC
Reports or the Purchasers Disclosure Schedule, (i) there are no significant
controversies pending or, to the knowledge of either Purchaser, threatened
between either Purchaser and any representatives of any of their employees
and (ii) to the knowledge of either Purchaser, there are no material
organizational efforts presently being made involving any of the presently
unorganized employees of either Purchaser except for such controversies and
organizational efforts which, singly or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

(p) ENVIRONMENTAL MATTERS. Except as disclosed in the Parent SEC
Reports or in the Purchasers Disclosure Schedule, (A) each Purchaser has
conducted its respective businesses in compliance with all applicable
Environmental Laws, including, without limitation, having all permits,
licenses and other approvals and authorizations necessary for the operation
of their respective businesses as presently conducted, (B) none of the
properties owned by Purchasers contain any Hazardous Substance as a result of
any activity of either Purchaser in amounts exceeding the levels permitted by
applicable Environmental Laws, (C) neither Purchaser has received any
notices, demand letters or requests for information from any Federal, state,
local or foreign governmental entity or third party indicating that either
Purchaser may be in violation of, or liable under, any Environmental Law in
connection with the ownership or operation of their businesses, (D) there are
no civil, criminal or administrative actions, suits, demands, claims,
hearings, investigations or proceedings pending or threatened, against
Purchaser relating to any violation, or alleged violation, of any
Environmental Law, (E) no reports have been filed, or are required to be
filed, by either Purchaser concerning the release of any Hazardous Substance
or the threatened or actual violation of any Environmental Law, (F) no
Hazardous Substance has been disposed of, released or transported in
violation of any applicable Environmental Law from any properties owned by
either Purchaser as a result of any activity of either Purchaser during the
time such properties were owned, leased or operated by either Purchaser, (G)
there have been no environmental investigations, studies, audits, tests,
reviews by or which are in the possession of either Purchaser relating to the
activities of a Purchaser which have not been delivered to Sellers prior to
the date hereof, (H) there are no underground storage tanks on, in or under
any properties owned by either Purchaser and no underground storage tanks
have been closed or removed from any of such properties during the time such
properties were owned, leased or operated by either Purchaser,

(I) there is no asbestos or asbestos containing material present in any of
the properties owned by either Purchaser, and no asbestos has been removed
from any of such properties during the time such properties were owned,
leased or operated by Purchasers, and (J) neither Purchaser nor any of their
respective properties are subject to any liabilities or expenditures (fixed
or contingent) relating to any suit, settlement, court order, administrative
order, regulatory requirement, judgment or claim asserted or arising under
any Environmental Law, except for violations of the foregoing clauses (A)
through (J) that, singly or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

(q) RESERVE REPORT AND EXPLORATION PROJECT INFORMATION.

(i) The Purchasers have made available to the Sellers certain
reports dated March 3, 1997, prepared by the independent petroleum
engineering firm of Netherland, Xxxxxx & Associates, Inc., with respect
to onshore properties, and dated February 7, 1997, prepared by the
independent petroleum engineering firm of Collarini Engineering Inc.,
with respect to offshore properties (collectively, the "PURCHASERS
PETROLEUM ENGINEERS") true and correct copies of which have been
previously provided to the Sellers (together, the "PURCHASERS RESERVE
REPORTS"). The Purchasers Reserve Reports are the latest reserve reports
available to the Purchasers relating to their and their Subsidiaries
reserves of oil and gas. The oil and gas properties evaluated in the
Purchasers Reserve Reports are referred to herein as the "PURCHASERS
EVALUATED PROPERTIES." The Purchasers have provided no materially false
or misleading information to and have not withheld any material
information from the Purchasers Petroleum Engineers, with respect to the
preparation of the Purchasers Reserve Reports.

(ii) Except as set forth on the Purchasers Disclosure
Schedule, the Purchasers are not aware of any facts or circumstances that
should reasonably cause the Purchasers to conclude that any of the
information that was supplied by the Purchasers to the Purchasers
Petroleum Engineers, in connection with their preparation of the
Purchasers Reserve Reports is not currently correct in all material
respects (other than normal depletion by production in the ordinary
course), and to the Purchasers' knowledge the information utilized in
preparing the Reserve Reports is correct in all material respects.

(iii) The Purchasers have made available to Sellers certain
information (the "PURCHASERS PROJECT INFORMATION") with respect to
certain exploration projects in which the Purchasers are currently
engaged (the "PURCHASERS PROJECTS"), which information and Purchasers
Projects are set forth on the Purchasers Disclosure Schedule. The
Purchasers Project Information provided by the Purchasers does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not
misleading.

(r) TITLE.

(i) The leasehold, royalty, mineral and similar interests
owned by the Purchasers and their respective Subsidiaries entitle them to
receive not less than the interest set forth in the Purchasers Reserve
Reports as the Net Revenue Interest from all oil and gas and associated
minerals produced, saved and marketed in respect of each Purchasers
Evaluated Property listed in the Purchasers Reserve Reports, and obligate
it to bear costs and expenses relating to the maintenance and development
of, and the operations with respect to, each such Purchasers Evaluated
Property in an amount not greater than the Working Interest set forth in
the Purchasers Reserve

Reports (unless there is a corresponding increase in the Net Revenue
Interest), except for such deficiencies which, individually or in the
aggregate, would not have a Material Adverse Effect. Except as noted in
the Purchasers Reserve Reports, the Net Revenue Interest and the Working
Interest with respect to each such Purchasers Evaluated Property are not
subject to change or adjustment upon the occurrence of payout or any
similar or other event.

(ii) The Purchasers have, and on the Closing Date will have,
good and valid title to all of their leasehold, royalty, mineral and
similar interests in the Purchasers Evaluated Properties, other than the
properties disposed of since the date hereof, free and clear of all
encumbrances and title defects except for (A) the encumbrances and title
defects specifically described in the Parent Financial Statements or
Purchasers Disclosure Schedule, (B) statutory liens not yet delinquent,
(C) imperfections of title, easements, liens (including operator's liens)
and encumbrances, the character, amount or extent of which, individually
or in the aggregate, would not have a Material Adverse Effect, (D)
contracts and agreements for the sale of oil and gas entered into in the
Ordinary Course of Business, (E) lessor's royalties, overriding
royalties, and division orders, reversionary interests and similar
burdens and all existing operating agreements and unit agreements, if the
net cumulative effect of the same does not operate to reduce the Net
Revenue Interests of the Purchasers Evaluated Properties to less than the
Net Revenue Interests set forth in Purchasers Reserve Report or increase
the Working Interests of the Purchasers Evaluated Properties to more than
the Working Interests set forth in the Purchasers Reserve Report (unless
there is a corresponding increase in the Net Revenue Interests); (F) any
and all federal and state regulatory orders and rules to which the
Purchasers Evaluated Properties are presently subject; (G) preferential
rights to purchase and required third-party consents to assignments and
similar agreements; (H) liens for Taxes not due or not delinquent at the
time of Closing or the validity of which are being contested in good
faith by appropriate actions; (I) all rights to consent by, required
notices to, filings with, or other actions by governmental entities in
connection with the sale or conveyance of oil, gas and mineral leases or
interests therein if the same are customarily obtained after such sale or
conveyance; (J) easements, rights-of-way, servitudes, permits, surface
leases and other rights in respect of surface operations, pipelines,
grazing, logging, canals, ditches, reservoirs or the like; and easements
for streets, alleys, highways, pipelines, telephone lines, power lines,
railways and other easements and rights-of-way, on, over or in respect of
any of the Purchasers Evaluated Properties; (K) liens of operators
relating to obligations not yet due or not delinquent; and (L) title
deficiencies commonly encountered in the oil and gas business which would
not be considered material by a reasonable and prudent person engaged in
the business of the ownership, development and operating of oil and gas
properties with knowledge of all the facts and appreciation of their
legal significance.

(iii) Except where the failure would not have a Material Adverse
Effect, (A) neither Purchaser is dependent with respect to the Purchasers
Evaluated Properties on the right to use the properties of others, except
under valid and enforceable leases, contracts, pooling or unitization
agreements, rights or other arrangements, (B) the Purchasers own, or have
the right to use under valid and enforceable leases, contracts, rights or
other arrangements, all gas processing facilities necessary for the
current operations of the Purchasers, (C) all buildings, machinery and
equipment currently used in the operations related to the Purchasers
Evaluated Properties are adequate for their normal operation consistent
with industry practice, are in good working order and substantially
conform with all applicable Environmental Laws and (D) to the knowledge
of either Purchaser there is no pending or threatened condemnation or
expropriation of any part of the Purchasers Evaluated Properties.

(iv) Except where the failure would not have a Material
Adverse Effect, the Purchasers Evaluated Properties are being developed,
operated and maintained in compliance in all material respects with all
leases, contracts and commitments to which either Purchaser is a party
or by which either Purchaser or any of the Purchasers Evaluated
Properties is bound.

(v) The Purchasers have good and valid title to all the
properties and assets of every kind, character and description (real,
personal or mixed, tangible and intangible), including, without
limitation, all parcels of real property, pipelines, rights-of-way and
easements and other incidental rights and permits, but excluding the
Purchasers Evaluated Properties, reflected in the Parent Financial
Statements or which would have been reflected in the Parent Financial
Statements if acquired prior to March 31, 1997, (the "PURCHASERS
ASSETS") free and clear of all encumbrances of any nature except for (A)
the encumbrances and title defects specifically described in the
Purchasers Disclosure Schedule; (B) mortgages and encumbrances which
secure indebtedness or obligations which are properly reflected in the
Parent Financial Statements; (C) liens for Taxes not yet payable or any
Taxes being contested in good faith; (D) liens arising as a matter of
law in the ordinary course of business, provided that the obligations
secured by such liens are not delinquent or are being contested in good
faith; (E) such imperfections of title and encumbrances which,
individually or in the aggregate, would not have a Material Adverse
Effect; (F) any and all federal and state regulatory orders and rules to
which the Purchasers Assets are presently subject; (G) preferential
rights to purchase and required third-party consents to assignments and
similar agreements; (H) statutory liens not yet delinquent; (I) all
rights to consent by, required notices to, filings with, or other
actions by governmental entities in connection with the sale or
conveyance of oil, gas, and mineral leases or interests therein if the
same are customarily obtained after such sale or conveyance; (J)
easements, rights-of-way, servitude, permits, surface leases and other
rights in respect of surface operations, pipelines, grazing, logging,
canals, ditches, reservoirs or the like; and easements for streets,
alleys, highways, pipelines, telephone lines, power lines, railways and
other easements and rights-of-way, on, over or in respect of any of the
Purchasers Assets; (K) liens of operators relating to obligations not
yet due or not delinquent; and (L) title deficiencies commonly
encountered in the oil and gas business which will not have a Material
Adverse Effect. The Purchasers have valid leasehold interests in all
leases reflected as capital leases in the Parent Financial Statements
and, to the knowledge of the Purchasers, generally have the rights to
use all other property and assets as to which they do not have title but
which are currently being used in the conduct of the Purchasers'
business, except any rights of use the loss of which would not have a
Material Adverse Effect.

(s) INSURANCE. The Purchasers Disclosure Schedule lists all
material insurance policies covering the Purchasers Assets, the Purchasers
Evaluated Properties, employees and operations of the Purchasers as of the
date hereof (other than insurance owned or held by operators for those
Purchasers Assets or Purchasers Evaluated Properties where a party other than
a Purchaser is the operator). Such policies are in full force and effect,
there are no defaults thereunder. Except for claims previously made, to the
knowledge of either Purchaser there is no basis for any action or claim nor
any facts which would reasonably be anticipated to give rise to such action
or claim. To the knowledge of either Purchaser, there does not exist any
event that, with the giving of notice or the lapse of time or both, would
constitute such a default. Neither Purchaser is a co-insurer under any such
policies of insurance except to the extent of the amount of the deductible,
self-retention or similar amounts applicable to such policies.

(t) ALLOWABLE PRODUCTION QUOTAS. To the knowledge of either
Purchaser, no production from any of the Purchasers Evaluated Properties
prior to the date hereof was in excess of allowable production quotas allowed
or permitted by any governmental body having jurisdiction thereover so as to
subject any production from such Purchasers Evaluated Property on or after
the date hereof to restrictions or penalties except as will not have a
Material Adverse Effect.

(u) GAS PAYMENTS; BALANCING. (i) There are no material claims
asserted or material disputes evidenced in writing under any contract to
which either Purchaser is a party regarding payments for natural gas not
taken pursuant to any "take or pay" or similar arrangement; (ii) the
Purchasers have not received any material quantity of natural gas or liquids
to be paid for thereafter other than in the normal cycle of billing or
received prepayments, advance payments or loans which will require a
Purchaser to perform services or deliver hydrocarbons under such contracts on
or after the Closing Date without being currently paid therefor; (iii) no
sales contract obligates either Purchaser to deliver specific minimum volumes
of gas; (iv) no contract obligates either Purchaser to deliver specific
minimum volumes of gas; (iv) no contract obligates either Purchaser to sell
gas at prices substantially lower than the prevailing market prices or to
purchase gas at prices substantially higher than prevailing market prices;
(v) the Purchasers have made or will, prior to the Closing Date, make all
payments due to producers or others for all gas and liquids delivered into
any of their respective plants for which payment for same is due prior to the
Closing Date, including, without limitation, all payments due for the
purchase of gas and liquids under any contract; (vi) to the knowledge of
either Purchaser, all gas delivered into any of the plants has been
purchased, and all residue gas from the plants has been sold, in compliance
with the Natural Gas Policy of 1978, all orders, rules and regulations of the
Federal Energy Regulatory Commission and all other applicable laws, orders,
rules and regulations (vii) to the knowledge of either Purchaser, there
exists no material claim or dispute with respect to the purchase, or the
failure to purchase, or pay for whether or not purchased, gas under any gas
purchase contracts to which either Purchaser is a party of the applicable
price to be paid for gas delivered, or residue gas or liquids or products
sold from the plants; and (viii) none of the Purchasers Evaluated Properties
or the Purchaser Assets is subject to requirements to make Btu adjustments or
affect gas or liquids balancing in favor of third parties which would result
in either Purchaser being required to deliver material volumes of gas or
liquids after the Closing Date or otherwise to compensate a third party for
gas or liquids receipts into, or deliveries from, the plants which occurred
prior to the Closing Date. The Purchasers Disclosure Schedule sets forth an
estimate of the amount of any material net imbalances and is within ten
percent (10%) of the actual amount.

(v) NO PREPAYMENTS MADE OR REFUNDS OWED. Purchasers have not
received any prepayment, advance payment, deposits or similar payments, and
have no refund obligation, other than obligations in the aggregate of less
than $500,000 incurred in the Ordinary Course of Business, with respect to
any gas or products purchased, sold, gathered, processed or marketed through
their plants. The Purchasers have not received any compensation for gathering
or processing services relating to the plants which would be subject to any
refund or create any repayment obligation, other than obligations of less
than $500,000 incurred in the Ordinary Course of Business, either by or to
the Purchasers, and the Purchasers are not aware of any basis for a claim
that a refund is due.

(w) DRILLING OBLIGATIONS. The Purchasers do not have any material
drilling obligations or other development commitments that are not terminable
at will by the Purchaser party thereto without penalty, other than
commitments and obligations that arose in the Ordinary Course of Business
where the sole consequence to the Purchaser party thereto for a failure to
participate is to suffer a "non-consent" penalty or forfeit an interest in
the undeveloped lands subject to the commitment or obligation.

(x) DEVELOPMENT OPERATIONS. To the knowledge of either Purchaser,
there are in existence no facts or circumstances that should reasonably cause
a Purchaser to conclude that any development operations on the Purchasers
Evaluated Properties that are contemplated by the Purchasers Reserve Report
will not be permitted under applicable laws and governmental rules and
regulations or that any third party may have a reasonable basis to cause any
court or governmental agency with jurisdiction over such operations to cause
the suspension or termination of such operations.

(y) REGULATORY AUTHORITY. As of the date hereof, neither Purchaser
is subject to regulation as (a) a "holding company," and "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company" or a
"public utility," as each of such terms is defined in the Public Utility
Holding Company Act of 1935, as amended, and the rules and regulations
thereunder; (b) a gas utility under applicable state law; and (c) an
"investment company," or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

(z) FULL DISCLOSURE. To the knowledge of either Purchaser, the
representations, warranties or other statements by the Purchasers in this
Agreement or in the Purchasers Disclosure Schedule or Exhibits hereto or any
documents distributed generally to the Edisto Stockholders or the Convest
Stockholders, taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements contained therein not misleading. There is, to the knowledge of
either Purchaser, no fact pertaining particularly to Purchasers Evaluated
Properties or the Purchasers Assets (as opposed to public information
concerning general industry of economic conditions or governmental policies)
which has a Material Adverse Effect on or in the future would be reasonably
expected to have a Material Adverse Effect on the Purchasers Evaluated
Properties or the Purchasers Assets or the ownership, operation or
maintenance of any of the Purchasers Evaluated Properties or the Purchasers
Assets that has not been disclosed to the Sellers.

(aa) AFFILIATE TRANSACTIONS. To Purchasers knowledge there are no
transactions between (i) the Purchasers or any of their Subsidiaries and (ii)
any of their Affiliates which are required to be disclosed in the Parent SEC
Reports which are not disclosed.

(bb) CUMULATIVE REPRESENTATIONS. To the extent the representations
and warranties of Purchasers set forth herein are modified by the terms
Material Adverse Change or Material Adverse Effect or similar terms, the
effect of the occurrence of all such effects or changes would not in the
aggregate cause a Material Adverse Change or Material Adverse Effect on the
Purchasers and their respective Subsidiaries taken as a whole.

SECTION 7. CONDUCT OF BUSINESS PENDING THE MERGERS.

(a) CONDUCT OF BUSINESS BY THE SELLERS PENDING THE MERGERS. Except
as otherwise contemplated by this Agreement or disclosed in the Sellers
Disclosure Schedule, after the date hereof and prior to the Closing Date or
earlier termination of this Agreement, unless Parent shall otherwise agree in
writing, each Seller shall, and shall cause its Subsidiaries to:

(i) conduct their respective businesses in the Ordinary Course
of Business;

(ii) not (A) amend or propose to amend their respective charter
or by-laws, (B) split, combine or reclassify their outstanding capital
stock or (C) declare, set aside or pay any

dividend or distribution payable in cash, stock, property or otherwise,
except for the payment of dividends or distributions by a wholly owned
Subsidiary;

(iii) not issue, sell, pledge or dispose of, or agree to
issue, sell, pledge, or dispose of, any additional shares of, or any
options, warrants or rights of any kind to acquire any shares of their
capital stock of any class or any debt or equity securities convertible
into or exchangeable for such capital stock, except that a Seller may
issue shares upon conversion of convertible securities and exercise of
options and warrants outstanding on the date hereof;

(iv) not (A) incur or become contingently liable with respect
to any indebtedness for borrowed money other than (x) borrowings in the
Ordinary Course of Business or (y) borrowings to refinance existing
indebtedness on terms which are reasonably acceptable to Parent, (B)
except as contemplated by Section 4(c) hereof, redeem, purchase, acquire
or offer to purchase or acquire any shares of its capital stock or any
options, warrants or rights to acquire any of its capital stock or any
security convertible into or exchangeable for its capital stock, (C)
take or fail to take any action which action or failure to take action
would cause either Seller or its stockholders (except to the extent that
any stockholders receive cash) to recognize gain or loss for federal
income tax purposes as a result of the consummation of Merger 3 or would
otherwise cause Merger 3 not to qualify as a reorganization under
Section 368 of the Code, (D) make any acquisition of any assets or
businesses other than expenditures for current assets in the ordinary
course of business, (E) sell, pledge, dispose of or encumber any assets
or businesses without the approval of Parent or (F) enter into any
binding contract, agreement, commitment or arrangement with respect to
any of the foregoing:

(v) use all reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the
services of their respective present officers and key employees, and
preserve the goodwill and business relationships with customers and
others having business relationships with them and not engage in any
action, directly or indirectly, with the intent to adversely impact the
transactions contemplated by this Agreement;

(vi) subject to restrictions imposed by applicable law, confer
on a regular and frequent basis with one or more representatives of
Parent to report operational matters of materiality and the general
status of ongoing operations;

(vii) not enter into or amend any employment, severance,
special pay arrangement with respect to termination of employment or
other similar arrangements or agreements with any directors, officers or
employees;

(viii) not adopt, enter into or amend any bonus, profit
sharing, compensation, stock option, pension, retirement, deferred
compensation, health care, employment or other employee benefit plan,
agreement, trust, fund or arrangement for the benefit or welfare of any
employee or retiree, except as required to comply with changes in
applicable law;

(ix) use commercially reasonable efforts to maintain with
financially responsible insurance companies insurance on its tangible
assets and its businesses in such amounts and against such risks and
losses as are consistent with past practice;

(x) not make, change or revoke any material Tax election or
make any material agreement or settlement regarding Taxes with any
taxing authority;

(xi) not change any method of accounting or accounting
practice, except for any such change required by GAAP; and

(xii) not enter into any future, hedge, swap, collar, put,
call, floor, cap, option or other contracts that are intended to benefit
from or reduce or eliminate the risk of fluctuations in the price of
commodities, including hydrocarbons, or securities, other than such as
are entered into in the Ordinary Course of Business solely for the
purpose of terminating an existing hedge.

(b) CONTROL OF THE SELLERS' OPERATIONS. Nothing contained in this
Agreement shall give to Parent, directly or indirectly, rights to control or
direct the operations of Edisto or Convest or their respective Subsidiaries
prior to the Merger 1 Effective Time or the Merger 3 Effective Time,
respectively. Prior to such Effective Times, the Sellers shall exercise,
consistent with the terms and conditions of this Agreement, complete control
and supervision of their respective operations.

(i) After the date hereof and prior to the Merger 3 Effective
Time or earlier termination of this Agreement, the Sellers shall not,
and shall not permit any of their Subsidiaries to, initiate, solicit,
negotiate, encourage or provide confidential information to facilitate,
and the Sellers shall, and shall cause each of their Subsidiaries to,
cause any officer, director or employee of, or any attorney, accountant,
investment banker, financial advisor or other agent retained by them,
not to initiate, solicit, negotiate, encourage or provide non-public or
confidential information to facilitate, any proposal or offer to acquire
all or any substantial part of the business and properties of either
Seller or any of their Subsidiaries or any capital stock of either
Seller or any of their Subsidiaries, whether by merger, purchase of
assets, tender offer or otherwise, whether for cash, securities or any
other consideration or combination thereof (any such transactions being
referred to herein as an "ACQUISITION TRANSACTION").

(ii) Notwithstanding the provisions of subsection (i) above,
(A) either Seller may, in response to an unsolicited written proposal or
unsolicited written indication of interest, with respect to a potential
or proposed Acquisition Transaction ("ACQUISITION PROPOSAL"), furnish
(subject to the execution of a confidentiality agreement and standstill
agreement in substantially the form executed by Parent) confidential or
non-public information to a financially capable corporation,
partnership, person or other entity or group (a "POTENTIAL ACQUIRER")
and negotiate with such Potential Acquirer if the Board of Directors of
such Seller after consulting with its outside legal counsel, determines
in good faith that the failure to provide such confidential or
non-public information to or negotiate with such Potential Acquirer
would constitute a breach of its fiduciary duty to its stockholders and
(B) such Seller's Board of Directors may take and disclose to its
stockholders a position contemplated by Rule 14e-2 under the Exchange
Act. It is understood and agreed that negotiations conducted in
accordance with this subsection (ii) shall not constitute a violation of
subsection (i) of this Section 7(c).

(iii) The Sellers shall immediately notify Parent after
receipt of any Acquisition Proposal or any request for nonpublic
information relating to a Seller or its Subsidiaries in

connection with an Acquisition Proposal or for access to the properties,
books or records of a Seller or any Subsidiary by an person or entity
that informs the Board of Directors of a Seller of such Subsidiary that
it is considering making, or has made, an Acquisition Proposal. Such
notice to Parent shall be made orally and in writing and shall indicate
in reasonable detail the identity of the offeror and the terms and
conditions of such proposal, inquiry or contact. Seller shall
immediately provide Parent a copy of all information provided to a third
party.

(iv) Each Party (i) acknowledges that a breach of any of its
covenants contained in this Section 7(c) will result in irreparable harm
to the other Party which will not be compensable in money damages, and
(ii) agrees that such covenant shall be specifically enforceable and
that specific performance and injunctive relief shall be a remedy
properly available to the other Party for a breach of such covenant. In
any event, if a Seller enters into an Acquisition Transaction, it will
immediately pay to Parent the sums described in Section 10(b) below.

(d) SUBSIDIARIES. Each Seller will, following direction from
Parent, dissolve all inactive Subsidiaries (other than MINT Holding Company)
prior to Merger 1. Prior to Merger 1, Sellers will cause the merger of Edisto
Exploration and Production Company ("Edisto E&P") into Convest.

Section 8. ADDITIONAL AGREEMENTS.

(a) ACCESS TO INFORMATION.

(i) The Sellers and their Subsidiaries shall afford to
Purchasers and their respective accountants, counsel, financial advisors
and other representatives (the "PARENT REPRESENTATIVES") and Parent and
its Subsidiaries shall afford to the Sellers and their accountants,
counsel, financial advisors and other representatives (the "SELLER
REPRESENTATIVES") full access during normal business hours throughout
the period to the Merger 1 Effective Time to all of their respective
properties, books, contracts, commitments and records (including, but
not limited to, Tax Returns) and, during such period, shall furnish
promptly to one another (A) a copy of each report, schedule and other
document filed or received by any of them pursuant to the requirements
of federal or state securities laws or filed by any of them with the SEC
in connection with the transactions contemplated by this Agreement and
(B) such other information concerning their respective businesses,
properties and personnel as a Purchaser or Seller, as the case may be,
shall reasonably request; PROVIDED, HOWEVER, that no investigation
pursuant to this Section 8(a) shall amend or modify any representations
or warranties made herein or the conditions to the obligations of the
respective parties to consummate the Mergers. Parent and its
Subsidiaries shall hold and shall use their reasonable best efforts to
cause the Parent Representatives to hold, and the Sellers and their
Subsidiaries shall hold and shall use their reasonable best efforts to
cause the Seller Representatives to hold, in strict confidence all
non-public documents and information furnished to a Purchaser or Seller,
as the case may be, in connection with the transactions contemplated by
this Agreement, except that (x) a Purchaser or Seller may disclose such
information as may be necessary in connection with seeking the
Purchasers Required Statutory Approvals, the Sellers Required Statutory
Approvals and the Requisite Stockholder Approvals and (y) a Purchaser or
Seller may disclose any information that it is required by law or
judicial or administrative order to disclose.

(ii) In the event that this Agreement is terminated in
accordance with its terms, each Party shall promptly redeliver to the
other all non-public written material provided pursuant

to this Section 8(a) and shall not retain any copies, extracts or other
reproductions in whole or in part of such written material. In such
event, all documents, memoranda, notes and other writings prepared by a
Purchaser or Seller based on the information in such material shall be
destroyed (and Parent and the Sellers shall use their respective
reasonable best efforts to cause their advisors and representatives to
similarly destroy their documents, memoranda and notes), and such
destruction (and reasonable best efforts) shall be certified in writing
by an authorized officer supervising such destruction.

(iii) The Sellers shall promptly advise Parent and Parent shall
promptly advise the Sellers in writing of any change or the occurrence
of any event after the date of this Agreement having, or which, insofar
as can be reasonably be foreseen, in the future may have, either
individually or in the aggregate, any Material Adverse Effect.

(b) REGISTRATION STATEMENT AND PROXY STATEMENTS. Parent and the
Sellers shall file with the SEC as soon as is reasonably practicable after
the date hereof the Joint Proxy Statements/Prospectus and shall use all
reasonable efforts to have the Registration Statement declared effective by
the SEC as promptly as practical. Parent shall also take any action
reasonably required to be taken under applicable state blue sky or securities
laws in connection with the issuance of Parent Common Stock pursuant hereto.
Parent and the Sellers shall promptly furnish to each other all information,
and take such other actions, as may reasonably be requested in connection
with any action by any of them in connection with the preceding sentence. The
information provided and to be provided by Parent and the Sellers,
respectively, for use in the Joint Proxy Statements/Prospectus shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

(c) STOCKHOLDERS' APPROVALS. Each Seller shall, as promptly as
practicable, submit this Agreement and the transactions contemplated hereby
for the approval of its stockholders at a meeting of stockholders or by
written consent and shall use its best efforts to obtain the Requisite
Stockholder Approvals and adoption of this Agreement and the transactions
contemplated hereby. Such meeting of stockholders shall be held or written
consent effected as soon as practicable following the date upon which the
Registration Statement becomes effective. The Sellers shall, through their
respective Boards of Directors, recommend to their stockholders approval of
the transactions contemplated by this Agreement. Each Seller (i) acknowledges
that a breach of its covenant contained in this Section 8(c) to convene a
meeting of its stockholders and call for a vote thereat with respect to the
approval of this Agreement and the Mergers will result in irreparable harm to
Parent which will not be compensable in money damages and (ii) agrees that
such covenant shall be specifically enforceable and that specific
performance and injunctive relief shall be a remedy properly available to
Parent for a breach of such covenant.

(d) EMPLOYEE MATTERS.

(i) Not less than five business days prior to the Closing Date
each Seller and their Subsidiaries shall provide Parent a current list of
their respective officers, directors and employees. Except as otherwise
designated by Parent, at least five business days prior to the Closing,
each Seller and their Subsidiaries shall obtain the resignation or shall
terminate each of their respective officers, directors and employees
effective not later than the Merger 3 Effective Time. At or immediately
prior to Closing, the Sellers shall pay any severance pay, stay bonuses
or similar payments required to be paid pursuant to the terms of the
agreements described on Section 5(n)(iii) of the Sellers

Disclosure Schedule. Without limiting the foregoing, this provision will
cause a termination of Xxxxxxx X. XxXxxxxx under the employment
agreement between him and Edisto, a copy of which has been previously
provided to the Purchasers.

(ii) Parent agrees that, following the Merger 3 Effective Time,
it will provide continuation coverage, as required by the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), to be given to any
employee of Sellers or their respective Subsidiaries whose employment
has been or will be terminated. The parties understand that COBRA may
require that such continuation coverage be provided for a period of up to
thirty-six months as provided in Section 4980B of the Internal Revenue
Code of 1986, as amended, at the qualified beneficiary's expense.

(iii) Prior to the Merger 1 Effective Time, Edisto and Convest
shall have taken all steps, subject to Parent's approval, necessary or
appropriate so that the Convest Savings and Investment Plan and Trust,
the Edisto Savings and Investment Plan and Trust and any other Sellers
Plan that is or intended to be a "qualified" plan under Section 401(a)
of the Code shall have been terminated.

(e) QUOTATION. Parent shall use its reasonable best efforts to
effect, at or before the Merger 1 Effective Time, authorization for listing
on the NYSE or such other exchange on which Parent Common Stock is then
primarily traded, upon official notice of issuance, of the shares of Parent
Common Stock to be issued pursuant to the Mergers.

(f) AGREEMENT TO COOPERATE.

(i) Subject to the terms and conditions herein provided
and subject to the fiduciary duties of the respective boards of
directors for the Parent and the Sellers, each of the Parties hereto
shall use all reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including
using its reasonable efforts to obtain all necessary or appropriate
waivers, consents or approvals of third parties required in order to
preserve material contractual relationships of the Sellers and their
respective Subsidiaries, all necessary or appropriate waivers, consents
and approvals and SEC "no-action" letters to effect all necessary
registrations, filings and submissions and to lift any injunction or
other legal bar to the Mergers (and, in such case, to proceed with the
Mergers as expeditiously as possible).

(ii) In the event any litigation is commenced by any person
or entity relating to the transactions contemplated by this Agreement,
including any Acquisition Transaction, Parent shall have the right, at
its own expense, to participate therein, and the Sellers will not settle
any such litigation without the consent of Parent, which consent will
not be unreasonably withheld.

(g) PUBLIC STATEMENTS. The Parties shall consult with each other
prior to issuing any press release or any written public statement with
respect to this Agreement or the transactions contemplated hereby and shall
not issue any such press release or written public statement prior to such
consultation.

(h) NOTIFICATION OF CERTAIN MATTERS. Each of the Purchasers and
Sellers agrees to give prompt notice to each other of, and to use their
respective reasonable best efforts to prevent or promptly remedy, (A) the
occurrence or failure to occur or the impending or threatened occurrence or
failure to occur,

of any event which occurrence or failure to occur would be likely to cause
any of its representations or warranties in this Agreement to be untrue or
inaccurate in any material respect at any time from the date hereof to the
Merger 1 Effective Time and (B) any material failure on its part to comply
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery of any notice
pursuant to this Paragraph 8(h) shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice.

(i) CORRECTIONS TO THE JOINT PROXY STATEMENTS/PROSPECTUS AND
REGISTRATION STATEMENT. Prior to the date of approval of the Mergers by the
Sellers' respective stockholders, each of the Purchasers and Sellers shall
correct promptly any information provided by it to be used specifically in
the Joint Proxy Statements/Prospectus and Registration Statement that shall
have become false or misleading in any material respect and shall take all
steps necessary to file with the SEC and have declared effective or cleared
by the SEC any amendment or supplement to the Joint Proxy
Statements/Prospectus or the Registration Statement so as to correct the same
and to cause the Joint Proxy Statements/Prospectus as so corrected to be
disseminated to the stockholders of the Sellers, in each case to the extent
required by applicable law.

(j) INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.

(i) From and after the Merger 1 Effective Time, with
respect to Edisto, and the Merger 3 Effective Time, with respect to
Convest, Parent agrees that it will indemnify and hold harmless each
present and former director and/or officer of a Seller, determined as of
such effective time (the "Indemnified Parties"), that is made a party or
threatened to be made a party to any threatened, pending or completed,
action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she
was a director or officer of a Seller or any subsidiary of a Seller
prior to such effective time and arising out of actions or omissions of
the Indemnified Party in any such capacity occurring at or prior to such
effective time (a "Claim") against any costs or expenses (including
reasonable attorneys' fees), judgements, fines, losses, claims, damages
or liabilities reasonably incurred in connection with any Claim, whether
asserted or claimed prior to, at or after such effective time, to the
fullest extent that such Seller would have been permitted under Delaware
law, the respective charters or by-laws of such Seller or written
indemnification agreements in effect at the date hereof, including
provisions therein relating to the advancement of expenses incurred in
the defense of any action or suit.

(ii) Any Indemnified Party wishing to claim indemnification
under paragraph (i) of this Section 8(j) upon learning of any such
Claim, shall promptly notify Parent thereof, but the failure to so notify
shall not relieve Parent of any liability it may have to such
Indemnified Party if such failure does not materially prejudice the
indemnifying party. In the event of any such Claim (whether arising
before or after the Merger 1 Effective Time or the Merger 3 Effective
Time, as the case may be), (A) Parent shall have the right to assume the
defense thereof and Parent shall not be liable to such Indemnified
Parties for any legal expenses of other counsel or any other expenses
subsequently incurred by such Indemnified Parties in connection with the
defense thereof, except that if Parent elects not to assume such
defense, the Indemnified Parties may retain counsel reasonably
satisfactory to Parent, and Parent shall pay reasonable fees and
expenses of such counsel for the Indemnified Parties; provided, however,
that Parent shall be obligated pursuant to this paragraph (ii) to pay
for only one firm or counsel for all Indemnified Parties unless the use
of one counsel for such Indemnified Parties would present such counsel
with a conflict of interest, (B) the Indemnified Parties will cooperate
in the defense of any such matter and (C) Parent shall not be

liable for any settlement effected without its prior written consent,
which consent will not be unreasonably withheld; and provided, further,
however, that Parent shall not have any obligation hereunder to any
Indemnified Party when and if a court of competent jurisdiction shall
ultimately determine, and such determination shall have become final and
non-appealable, that the indemnification of such Indemnified Party in
the manner contemplated hereby is prohibited by applicable law. If such
indemnity is not available with respect to any Indemnified Party, then
Parent and the Indemnified Party shall contribute to the amount payable
in such proportion as is appropriate to reflect relative faults and
benefits, with any respect of "fault" otherwise allocable to a Seller
being allocated to Parent.

(iii) For a period of six years after the Merger 1 Effective
Time and the Merger 3 Effective Time, respectively, Purchasers shall
maintain the Sellers' existing directors and officers liability
insurance or equivalent liability insurance, which will provide coverage
for those persons who are directors and officers of the Sellers as of
such effective time, so long as the annual premium therefor is not in
excess of 150% of the last annual premium paid by the Sellers prior to
the date hereof.

(iv) In lieu of the insurance arrangement referred to in
clause (iii) of this Section 8(j), Purchasers may, on or before the
Closing, enter into alternative insurance arrangements, providing that
such arrangements are approved by each of the Sellers and are no less
advantageous to the Indemnified Parties so long as no lapse in coverage
occurs as a result of such substitution.

(v) The obligations of Purchasers under this Section 8(j)
are intended to benefit, and be enforceable against Purchasers directly
by the Indemnified Parties, and shall be binding on all respective
successors of Purchasers.

(k) SHAREHOLDERS AGREEMENT; COMPLIANCE WITH THE SECURITIES ACT.
Each Seller shall each use their reasonable best efforts to cause each
principal executive officer, each director and each other person who is an
Affiliate of either Seller to deliver to Parent on or prior to the Merger 1
Effective Time (i) a written agreement (an "AFFILIATE AGREEMENT") to the
effect that such person will not offer to sell, sell or otherwise dispose of
any shares of Parent Common Stock issued in the Mergers, except, in each
case, pursuant to an effective registration statement or in compliance with
Rule 145, as amended from time to time, or in a transaction which, in the
opinion of legal counsel satisfactory to Parent, is exempt from the
registration requirements of the Securities Act and (ii) a Shareholders
Agreement. Parent shall be entitled to place appropriate legends on the
certificates evidencing any Parent Common Stock to be received by such
Affiliates pursuant to the terms of this Agreement, and to issue appropriate
stop transfer instructions to the transfer agent for the Parent Common Stock,
consistent with the terms of the Affiliate Agreements.

(l) CONVEST SHARES.

(i) TRANSFER AND ENCUMBRANCE. Edisto agrees not to
transfer, sell, exchange, pledge or otherwise dispose of or encumber the
Shares or any New Shares (as hereinafter defined) or to make any offer
or agreement relating thereto, at any time prior to the Expiration Date.
As used herein, the term "Expiration Date" shall mean the earlier to
occur of (A) such date and time as each of the Mergers shall have become
effective in accordance with the terms and provisions of the Merger
Agreement, (B) the termination of this Merger Agreement in accordance
with its terms.

(ii) NEW SHARES. Edisto agrees that any shares of capital
stock of Convest that Edisto purchases or with respect to which Edisto
otherwise acquires beneficial ownership after the date of this Agreement
and prior to the Expiration Date ("NEW SHARES") shall be subject to the
terms and conditions of this Agreement to the same extent as if they
constituted Shares.

(iii) AGREEMENT TO VOTE SHARES. Unless this Merger Agreement
is terminated pursuant to its terms, at every meeting of the
stockholders of Convest held prior to the Merger 3 Effective Time called
with respect to any of the following, and at every adjournment thereof,
and on every action or approval by written consent of the stockholders
of Convest with respect to any of the following, Edisto shall vote the
Shares and any New Shares; (A) in favor of approval of this Agreement,
the Merger 3 Articles and the Mergers and any matter that could
reasonably be expected to facilitate the Mergers; and (B) against
approval of any proposal made in opposition to the consummation of the
Mergers, this Agreement or the Merger 3 Articles, against any merger,
consolidation, sale of assets, reorganization or recapitalization with
any party other than Parent and its Affiliates and against any
liquidation or winding up of Convest (each of the foregoing is referred
to as an "Opposing Proposal"). To the extent inconsistent with the
provisions of this Agreement. Edisto hereby revokes any and all proxies
with respect to the Shares or any other voting securities of Convest.

(m) CREDIT AGREEMENT. Sellers agree, if requested by Parent, to
cooperate with Parent to cause the termination of the Amended and Restated
Secured Revolving Credit Agreement, dated June 23, 1995 by and among Convest,
Edisto E&P, BankOne, Texas, National Association, as Agent, and Compass
Bank - Houston and BankOne, Texas, National Association, as Banks, including
the termination and release of any security arrangements or other obligations
of any nature thereunder.

SECTION 9. CONDITIONS.

(a) CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE
MERGERS. The respective obligations of each party to effect the Mergers shall
be subject to the fulfillment at or prior to the Closing Date of the
following conditions:

(i) this Agreement and the transactions contemplated
hereby shall have been approved and adopted by the Requisite Stockholder
Approvals of the Sellers under applicable law and applicable listing
requirements;

(ii) the shares of Parent Common Stock issuable in the
Mergers and those to be reserved for issuance upon exercise of stock
options or warrants or the conversion of convertible securities shall
have been authorized for quotation on the NYSE, or such other exchange
on which Parent Common Stock is then primarily traded, upon official
notice of issuance:

(iii) the Registration Statement shall have become effective
in accordance with the provisions of the Securities Act, and no stop
order suspending such effectiveness shall have been issued and remain in
effect and no proceeding for that purpose shall have been instituted by
the SEC or any state regulatory authorities;

(iv) no preliminary or permanent injunction or other order
or decree by any federal or state court which prevents the consummation
of any of the Mergers shall have been issued

and remain in effect (each party agreeing to use its reasonable efforts to
have any such injunction, order or decree lifted);

(v) no action shall have been taken, and no statute, rule or
regulation shall have been enacted, by any state or federal government
or governmental agency in the United States which would prevent the
consummation of any of the Mergers or make the consummation of any of
the Mergers illegal;

(vi) all governmental waivers, consents, orders and approvals
legally required for the consummation of the Mergers and the
transactions contemplated hereby, and all consents from lenders required
to consummate the Mergers, shall have been obtained and be in effect at
the Merger 1 Effective Time, except where the failure to obtain the same
would not be reasonably likely to have a Material Adverse Effect
following the Merger 1 Effective Time; and

(vii) the Sellers and Purchasers shall have received an opinion of
Coopers & Xxxxxxx LLP, in form and substance reasonably satisfactory to
the Sellers and Purchasers, dated the Closing Date, to the effect that
(A) Merger 3 will qualify as a reorganization under Section 368 of the
Code and (B) Parent and Convest will each be a "party to a
reorganization" within the meaning of 368(b) of the Code with respect to
Merger 3.

(b) CONDITIONS TO OBLIGATION OF THE SELLERS TO EFFECT THE MERGERS.
Unless waived by the Sellers, the obligation of the Sellers to effect the
Mergers shall be subject to the fulfillment at or prior to the Closing Date
of the following additional conditions:

(i) Purchasers shall have performed in all material respects
their agreements contained in this Agreement required to be performed on
or prior to the Closing Date and the representations and warranties of
Purchasers contained in this Agreement shall be true and correct in all
material respects on and as of the date made and (except to the extent
that such representations and warranties speak as of an earlier date) on
and as of the Closing Date as if made at and as of such date, and the
Sellers shall have received a certificate of the President or a Vice
President of Parent and of the President or a Vice President of EDI-Sub
to that effect;

(ii) since the date hereof, there shall have been no changes that
constitute, and no event or events (including, without limitation,
litigation developments) shall have occurred which have resulted in or
constitute, either individually or in the aggregate, a Material Adverse
Change;

(iii) all governmental waivers, consents, orders, and
approvals legally required for the consummation of the Mergers and the
transactions contemplated hereby shall have been obtained and be in
effect at the Closing Date except for such waivers, consents, orders and
approvals the failure of which to have been obtained would not have,
either individually or in the aggregate, a Material Adverse Effect, and
no governmental authority shall have promulgated after the date hereof
any statute, rule or regulation which, when taken together with all
such promulgations, would cause a Material Adverse Change; and

(vi) each Seller shall have received the bring-down opinion
of its respective financial advisor, dated as of the date of the
definitive Joint Proxy Statement/Prospectus, to the effect that the
consideration to be received in the Mergers by the respective holders
of the Convest Common Stock and the Edisto Common Stock is fair to such
holders from a financial point of view.

(c) CONDITIONS TO OBLIGATION OF PURCHASERS TO EFFECT THE MERGERS.
Unless waived by Parent, the obligations of Purchasers to effect the Mergers
shall be subject to the fulfillment at or prior to the Merger 1 Effective
Time of the additional following conditions:

(i) the Sellers shall have performed in all material respects
their agreements contained in this Agreement required to be performed on
or prior to the Closing Date and the representations and warranties of the
Sellers contained in this Agreement shall be true and correct in all
material respects on and as of the date made and on and as of the Closing
Date as if made at and as of such date, and Parent shall have received a
Certificate of the Chairman and Chief Executive Officer, President or of a
Vice President of each Seller to that effect;

(ii) the Affiliate Agreements and Shareholders Agreements
required to be delivered to Parent pursuant to Section 8(k) shall have
been furnished as required by Section 8(k);

(iii) each Edisto Option and each Convest Option shall have either
been redeemed, exercised or canceled in accordance with Section 4(c);

(iv) since the date hereof, there shall have been no changes that
constitute, and no event or events (including, without limitation,
litigation developments) shall have occurred which have resulted in or
constitute, either individually or in the aggregate, a Material Adverse
Change;

(v) all governmental waivers, consents, orders and approvals
legally required for the consummation of the Mergers and the
transactions contemplated hereby shall have been obtained and be in
effect at the Closing Date except for such waivers, consents, orders and
approvals the failure of which to have been obtained would not have,
either individually or in the aggregate, a Material Adverse Effect, and
no governmental authority shall have promulgated after the date hereof
any statute, rule or regulation which, when taken together with all such
promulgations, would cause a Material Adverse Change;

(vi) the number of Dissenting Shares shall not exceed three
percent of the total number of shares of Edisto Common Stock outstanding
on the date hereof;

(vii) with respect to that certain letter agreement, dated May 1,
1995, among Convest, Edisto E&P and Coral Reserves Energy Corp. ("CORAL"),
and the preferential purchase right of Coral contained therein, Sellers
shall have obtained (a) the written waiver of such right by Coral, or
(b) the exercise of such right by Coral in accordance with the terms of
such agreement for a price mutually agreed to by the Parties; and

(viii) with respect to that certain Conveyance of Production
Payment dated February 4, 1992, between NRM Operating Company, L.P. and
Enron Reserve Acquisition Corp. ("ERAC"), Sellers shall have obtained the
express written consent of ERAC to (a) the transfer of the interest of
Edisto E&P in the subject property pursuant to this Agreement, and (b) the
succession,

by Parent or by any Subsidiary of Parent selected from time to time by
Parent in its sole discretion, to Edisto E&P's interests and obligations
under such agreement; provided, however, that such successor shall not be
required to assume any obligations, other than those currently borne by
Edisto E&P, in order for Sellers to obtain such consent.

SECTION 10. TERMINATION, AMENDMENT AND WAIVER.

(a) TERMINATION. This Agreement may be terminated at any time prior
to the Closing Date, whether before or after approval by the stockholders of
the Sellers, by the mutual written consent of the Parent and the Sellers or
as follows:

(i) The Sellers shall have the right to terminate this Agreement:

(A) if the representations and warranties of Purchasers
shall fail to be true and correct in all material respects on and as
of the date made or, except in the case of any such representations
and warranties made as of a specified date, on and as of any
subsequent date as if made at and as of such subsequent date and such
failure shall not have been cured in all material respects within 30
days after written notice of such failure is given to Parent by
Sellers;

(B) if the Mergers are not completed by October 31, 1997
(unless due to delay or default on the part of the Seller);

(C) if any of the Mergers is enjoined by a final,
unappealable court order not entered at the request or with the
support of a Seller and if the Sellers shall have used reasonable
efforts to prevent the entry of such order;

(D) if (w) a Seller receives an offer or proposal
from any Potential Acquirer (excluding any Affiliate of a Seller
or any group of which any Affiliate of a Seller is a member) with
respect to a merger, sale of substantial assets or other business
combination involving such Seller, (x) such Seller's Board of
Directors determines, in good faith and after consultation with an
independent financial advisor, that such offer or proposal (if
consummated pursuant to its terms) would result in an Acquisition
Transaction more favorable to such Seller's stockholders from a
financial point of view than the revelant Merger (any such offer or
proposal being referred to as a "SUPERIOR PROPOSAL") and resolves
to accept such Superior Proposal, (y) the Board of Directors of the
Seller shall conclude in good faith after consultation with its
legal counsel that such action is necessary in order for the Board
of Directors of the Seller to act in a manner that is consistent with
its fiduciary obligations under applicable law and (z) the Seller
shall have furnished the Parent with a copy of the definitive
agreement at least five business days prior to its execution and
Parent shall have failed within such five business day period to
offer to amend the terms of this Agreement so that the Mergers would
be, in the good faith determination of the Board of Directors of the
Seller, at least as favorable to the Seller's stockholders from a
financial point of view as the Acquisition Transaction; PROVIDED,
HOWEVER, that such termination shall not be effective until such time
as the payment required by Section 10(b)(ii) shall have been received
by Parent;

(E) if (w) a tender or exchange offer is commenced by a
Potential Acquirer (excluding any Affiliate of a Seller or any
group of which any Affiliate of a Seller is a member) for all
outstanding shares of such Seller's common stock, (x) such
Seller's Board of Directors determines, in good faith and after
consultation with an independent financial advisor, that such offer
constitutes a Superior Proposal and resolves to accept such
Superior Proposal or recommend to the stockholders that they
tender their shares in such tender or exchange offer, (y) the Board
of Directors of the Seller shall conclude in good faith after
consultation with its legal counsel that such action is necessary in
order for the Board of Directors of the Seller to act in a manner
that is consistent with its fiduciary obligations under applicable
law and (z) the Seller shall have furnished the Parent with a copy of
the definitive agreement at least five business days prior to is
execution and Parent shall have failed within such five business day
period to offer to amend the terms of this Agreement so that the
Mergers would be, in the good faith determination of the Board of
Directors of the Seller, at least as favorable to the Seller's
stockholders from a financial point of view as the Acquisition
Transaction; PROVIDED, HOWEVER, that such termination shall not be
effective until such time as the payment required by Section
10(b)(ii) shall have been received by Parent; or

(F) if (x) Parent fails to perform in any material respect
any of its material covenants in this Agreement ("DEFAULT"), (y)
Parent does not cure such Default in all material respects within
30 days after notice of such Default is given to Parent by the
Sellers and (z) neither the Seller is itself in Default;

(ii) Parent shall have the right to terminate this Agreement;

(A) if the representations and warranties of the
Sellers shall fail to be true and correct in all material respects
on and as of the date made or, except in the case of any such
representations and warranties made as of a specified date, on and
as of any subsequent date as if made at and as of such subsequent
date and such failure shall not have been cured in all material
respects within 30 days after written notice of such failure is
given to the Sellers by Parent;

(B) if the Mergers are not completed by October 31, 1997
(unless due to a delay or default on the part of Parent);

(C) if any of the Mergers is enjoined by a final,
unappealable court order not entered at the request or with the
support of Parent and if Parent shall have used reasonable efforts
to prevent the entry of such order;

(D) if the Board of Directors of a Seller shall have resolved
to accept a Superior Proposal or shall have recommended to the
stockholders of such Seller that they tender their shares in a
tender or an exchange offer commenced by a third party (excluding
any Affiliate of Parent or any group of which any Affiliate of Parent
is a member);

(E) if (A) a Seller is in Default, (B) such Seller does not
cure such Default in all material respects within 30 days after
notice of such Default is given to such Seller by Parent, and (C)
Parent is not itself in Default; or

(F) if the Sellers fail to receive the Requisite Stockholder
Approvals.

(iii) As used in this Section 10(a) "GROUP" has the meaning set forth
in Section 13(d) of the Exchange Act and the rules and regulations
thereunder.

(iv) Each party (i) acknowledges that a breach of any of its
requirements for a termination pursuant to Section 10(a)(i)(D) and
10(a)(i)(E) will result in irreparable harm to the other party which will
not be compensable in money damages, and (ii) agrees that such
requirements shall be specifically enforceable and that specific
performance and injunctive relief shall be a remedy properly available to
the other party for a breach of such requirements. In any event, if a
Seller enters into an Acquisition Transaction, it will immediately pay to
Parent the sums described in Section 10(b) below.

(b) EXPENSES AND FEES.

(i) All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses, except that those expenses incurred in connection
with printing and filing the Joint Proxy Statements/Prospectus shall be shared
equally by Parent and Sellers.

(ii) The Sellers agree to immediately pay the Parent a fee equal
to $3,000,000 if:

(A) either Seller terminates this Agreement pursuant to
clause (D) or (E) of Section 10(a)(i);

(B) Parent terminates this Agreement pursuant to clause (D)
of Section 10(a)(ii); or

(C) Parent terminates this Agreement pursuant to clause (F)
of Section 10(a)(ii) as a result of a failure of Convest to receive
the Requisite Stockholder Approvals.

(iii) Parent agrees to pay to the Sellers, as liquidated damages
and as the sole remedy and payments for any damages, a fee equal to
$3,000,000 if Sellers are not in breach or violation of this Agreement and
Parent terminates this Agreement for any reason other than pursuant to
Section 10(a)(ii).

(c) EFFECT OF TERMINATION. In the event of termination of this
Agreement by either Parent or the Sellers pursuant to the provisions of
Section 10(a), this Agreement shall forthwith become void and there shall be
no further obligation on the part of any Party or their respective officers
or directors (except as set forth in this Section 10(c), in the second
sentence of Section 8(a)(i) and in Sections 8(a)(ii) and 10(b), all of which
shall survive the termination). Nothing in this Section 10(c) shall relieve
any Party from liability for any willful or intentional breach of this
Agreement; PROVIDED, HOWEVER, that any termination of this Agreement in
accordance with the procedures and payments set forth in Section 10(b) shall
relieve the terminating Party of any such liability.

(d) AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto and in
compliance with applicable law. Such amendment may take place at any time
prior to the Closing Date, whether before or after approval by the
stockholders of the Sellers.

(e) WAIVER. At any time prior to the Merger 1 Effective Time,
Merger 2 Effective Time or Merger 3 Effective Time, as the case may be, the
Parties hereto may (i) extend the time for the performance of any of the
obligations or other acts of the other Parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant thereto and (iii) waive compliance with any of
the agreements or conditions contained herein. Any agreement on the part of a
Party hereto to any such extension or waiver shall be valid if set forth in
an instrument in writing signed on behalf of such Party.

SECTION 11. GENERAL PROVISIONS.

(a) NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. No
representations or warranties in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Mergers. The covenants
and agreements of the parties to be performed after the Closing contained in
this Agreement shall survive the Closing.

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

(i) If to Parent or EDI-Sub to:

Forcenergy Inc
0000 XX 0xx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000

with a copy to:

Xxxxxxx & Xxxxx L.L.P.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxxx
Telecopy: (000) 000-0000

(ii) If to the Sellers, to:

Edisto Resources Corporation
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. XxXxxxxx
Telecopy: (000) 000-0000

with a copy to:

Xxxxx & Xxxxx, X.X.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxx
Telecopy: (000) 000-0000

(c) INTERPRETATION. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. In this Agreement, unless a contrary
intention appears, (i) the words "HEREIN," "HEREOF" and "HEREUNDER" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision and (ii) reference to any
Article or Section means such Article or Section hereof. No provision of this
Agreement shall be interpreted or construed against any party hereto solely
because such party or its legal representative drafted such provision.

(d) MISCELLANEOUS. This Agreement (including the documents and
instruments referred to herein) (i) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof, (ii) is not intended to confer upon any other person any rights or
remedies hereunder and (iii) shall not be assigned by operation of law or
otherwise, except that EDI-Sub may assign this Agreement to any other wholly
owned subsidiary of Parent. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF
DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN
SUCH STATE.

(e) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

(f) PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each Party hereto, and nothing in this
Agreement, express or implied, is intended to confer upon any other person
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the date first above written.

FORCENERGY INC

By: /s/ J. XXXXXXX XXXXXX
-----------------------------------
Name: J. Xxxxxxx Xxxxxx TFL
Title: Vice President

EDI ACQUISITION CORPORATION

By: /s/ E. XXXXXX XXXXX
----------------------------------
Name: E. Xxxxxx Xxxxx TFL
Title: Vice President

EDISTO RESOURCES CORPORATION

By: /s/ XXXXXXX X. XxXXXXXX
----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Chairman and Chief Executive Officer

CONVEST ENERGY CORPORATION

By: /s/ XXXXXXX X. XxXXXXXX
----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Chairman and Chief Executive Officer

EXHIBIT A

ARTICLES OF MERGER

CONVEST ENERGY CORPORATION
A TEXAS CORPORATION

WITH AND INTO

FORCENERGY INC
A DELAWARE CORPORATION

1. A plan of merger adopted in accordance with the provisions of
Article 5.04 of the Texas Business Corporation Act providing for the
combination of Convest Energy Corporation, a Texas corporation ("Convest"),
with and into Forcenergy Inc, a Delaware corporation ("Forcenergy") and
resulting in Forcenergy being the surviving corporation is attached hereto as
Annex A (the "Plan of Merger") and is incorporated herein by reference.

2. As to each of the undersigned domestic corporations, the approval of
whose shareholders is required, the number of outstanding shares of each
class or series of stock of such corporation entitled to vote, with other
shares or as a class, on the Plan of Merger are as follows:

Number of Number of Total Total
Shares Shares Entitled Voted Voted
Name of Corporation Outstanding Class or Series to Vote For Against
------------------- ----------- --------------- ------- --- -------

Convest Energy Corporation

3. The Plan of Merger and the performance of its terms by Forcenergy
were duly authorized by all action required by the laws of Delaware. The
approval of the Plan of Merger by the stockholders of Forcenergy was not
required.

Dated: , 1997.
--------------

CONVEST ENERGY CORPORATION, FORCENERGY INC,
a Texas corporation a Delaware corporation

By: By:
---------------------------- ------------------------
Name: Name:
Title: Title:

ANNEX A

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER (the "Merger Agreement") is made and
entered into as of , 1997, by and among Forcenergy Inc, a
Delaware corporation (the "Company") and Convest Energy Corporation, a Texas
Corporation ("Convest").

WITNESSETH

WHEREAS, the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware, with authorized capital
stock consisting of 50,000,000 shares of Common Stock, $0.01 par value per
share ("Company Common Stock"), of which shares are issued and
outstanding on the date hereof, and 5,000,000 shares of preferred stock, of
which no shares are issued and outstanding as of the date hereof;

WHEREAS, Convest is a corporation duly organized, validly existing
and in good standing in the State of Texas, with authorized capital stock
consisting of 20,000,000 shares of common stock, $0.01 par value ("Convest
Common Stock"), of which shares were issued and outstanding on the
date hereof, and 5,000,000 shares of preferred stock, of which no shares are
issued and outstanding on the date hereof;

WHEREAS, the respective Boards of Directors of the Company and
Convest have determined that it is advisable and to the advantage of such
corporations and their shareholders that Convest merge with and into the
Company (the "Merger") upon the terms and conditions herein provided; and

WHEREAS, the Boards of Directors of the Company and Convest have
approved this Merger Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, it is agreed as follows:

1. MERGER. Convest shall be merged with and into the Company on the
terms and conditions hereinafter expressed (the "Merger"). At the Effective
Time (as defined hereinafter), the separate existence of Convest shall cease
and the Company shall be the surviving entity (the "Surviving Entity"). The
Merger shall become effective at such time (the "Effective Time") as is the
later to occur of (i) the time that the Articles of Merger, together with a
copy of this Merger Agreement, are filed with the Secretary of State of the
State of Texas and a certificate of merger is issued thereby in accordance
with the Texas Business Corporation Act ("TCBA"), and (ii) the time that a
Certificate of Merger is filed with the Secretary of State of the State of
Delaware in accordance with the Delaware General Corporate Law ("DGCL").

2. GOVERNING DOCUMENTS AND DIRECTORS AND OFFICERS. The Certificate of
Incorporation of the Company in effect immediately prior to the Effective
Time shall continue to be the Certificate of Incorporation of the Surviving
Entity after the Effective Time without change or amendment. The Bylaws of
the Company in effect immediately prior to the Effective Time shall continue
to be the Bylaws of the Surviving Entity after the Effective Time without
change or amendment. The directors and officers of the Company immediately
prior to the Effective Time shall be the directors and officers of the
Surviving Entity after the Effective Time, and shall serve until their
successors have been duly appointed or elected in accordance with the
Certificate of Incorporation and Bylaws of the Surviving Entity.

3. SUCCESSION. At the Effective Time, the Surviving Entity shall
succeed to Convest in the manner of and as more fully set forth in Section
259 of the DGCL. All rights, title and interests to all real estate and other
property owned by Convest shall be allocated to and vested in the Surviving
Entity without reversion or impairment, without further act or deed, and
without any transfer or assignment having occurred, but subject to any
existing liens or other encumbrances thereon. All liabilities and obligations
of Convest shall be allocated to the Surviving Entity and the Surviving
Entity shall be the primary obligor therefor and, except as otherwise
provided by law or contract, no other party to the Merger shall be liable
therefor.

4. CONVERSION OF SHARES. At the Effective Time, by virtue of the Merger
and without any action by the holder of any capital stock of the Company for
Convest:

(a) Each share of Convest Common Stock shall be converted into the
right to receive, without interest, a fractional interest in a share of
Company Common Stock equal to $8.88 divided by the Weighted Average
Trading Price (as defined below)(the "Exchange Ratio"); provided,
however, (i) if such Weighted Average Trading Price exceeds $34.96, then
the Exchange Ratio shall be equal to $8.88 divided by $34.96 and (ii) if
such Weighted Average Trading Price is less than $28.96, then the Merger 3
Exchange Ratio shall be equal to $8.88 divided by $28.96. Only whole
shares of Company Common Stock shall be issued. In lieu of any fractional
share of Company Common Stock, each holder of shares of Convest Common
Stock who would otherwise have been entitled to receive a fraction of a
share of Company Common Stock shall be entitled to receive a cash payment
equal to such fraction multiplied by the Weighted Average Trading Price.

(b) Each share of capital stock of Convest, if any, owned by the
Company or any subsidiary of the Company or held in treasury by Convest or
any subsidiary of Convest immediately prior to the Effective Time shall be
canceled and no consideration shall be paid in exchange therefor and shall
cease to exist from and after the Effective Time.

(c) Each share of Company Common Stock issued and outstanding
immediately prior to the Merger shall, upon consummation of the Merger, be
converted into one share of common stock of the Surviving Entity.

-2-

(d) The "Weighted Average Trading Price" of Company Common Stock
shall be calculated by (x) making the following calculation for each of the
ten trading days ending on the day that is two days prior to the Closing
Date of the Merger; (i) grouping together all shares of Company Common
Stock traded on such day at the same trading price, (ii) multiplying the
aggregate number of shares in each price group by the trading price for
such group to calculate a product (the total sold shares value) for each
group, (iii) adding all of such products from each group and (iv) dividing
the resulting total by the aggregate number of shares traded on such
trading day, and (y) calculating the arithmetic mean of the resulting ten
amounts.

5. SURRENDER OF STOCK CERTIFICATES; PAYMENT. From and after the
Effective Time, each holder of an outstanding certificate which prior to that
time represented shares of Convest Common Stock, shall be entitled to receive
in exchange therefor, upon surrender to the Exchange Agent for
the Merger, a certificate or certificates representing the number of whole
shares of Company Common Stock, and cash in lieu of any fractional share, in
each case to which such holder is entitled pursuant to Section 4(a) above.

-3-

IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by resolutions of the Boards of Directors of the Company and Convest
and by the shareholders of Convest, is hereby executed on behalf of each of
said corporations by their respective officers thereunto duly authorized.

CONVEST ENERGY CORPORATION
A Texas corporation

By:
-------------------------------
Name:
Title:

ATTEST:

By:
-------------------------------
Secretary

FORCENERGY INC
A Delaware Corporation

By:
-------------------------------
Name:
Title:

ATTEST:

By:
-------------------------------
Secretary

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