820,000 SHARES COMMON STOCK

DRAFT OF OCTOBER 22, 1997
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OCEAN ENERGY, INC.

820,000 SHARES
COMMON STOCK

INTERNATIONAL PURCHASE AGREEMENT

, 1997
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TABLE OF CONTENTS

INTERNATIONAL PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Representations and Warranties by the Company . . . . . . . . . . . . . . . . . . . . . . . . 4
(i) Compliance with Registration Requirements . . . . . . . . . . . . . . . . . . . . . . 4
(ii) Incorporated Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(iii) Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(iv) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(v) Pro Forma Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(vi) No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(vii) Good Standing of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(viii) Good Standing of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(ix) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(x) Authorization and Description of Securities . . . . . . . . . . . . . . . . . . . . . 6
(xi) Authorization of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(xii) Absence of Defaults and Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(xiii) Absence of Labor Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(xiv) Absence of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(xv) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xvi) Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xvii) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xviii) Contracts and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xix) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xx) Possession of Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xxi) Absence of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xxii) Stabilization or Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xxiii) Compliance with Cuba . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xxiv) Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xxv) Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xxvi) Illegal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxvii) Absence of Stamp Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Representations and Warranties by the Selling Stockholders . . . . . . . . . . . . . . . . 11
(i) Information Concerning Company . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(ii) Accurate Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(iii) Good and Marketable Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(iv) Authorization of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(v) Absence of Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(vi) Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(vii) Representations and Warranties of Company . . . . . . . . . . . . . . . . . . . . . 12
(viii) Stabilization or Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(c) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 2. Sale and Delivery to International Managers; Closing . . . . . . . . . . . . . . . . . . . . . . . . 13
(a) Initial International Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) International Option Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(c) Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3. Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Compliance with Securities Regulations and Commission Requests. . . . . . . . . . . . . . . 15
(b) Form of Prospectuses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Filing of Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Delivery of Registration Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(e) Delivery of International Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(f) Amendments and Supplements to Prospectuses. . . . . . . . . . . . . . . . . . . . . . . . . 16
(g) Blue Sky Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(h) Rule 158. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(i) Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(j) Omission of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(k) Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(l) Restriction on Sale of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(m) Stabilization or Manipulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4. Covenants of the Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Restriction on Sale of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Stabilization or Manipulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Form W-9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 6. Conditions of Obligations of the International Managers . . . . . . . . . . . . . . . . . . . . . . 19
(a) Effectiveness of Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Opinion of Counsel for the Company and the Selling Stockholders. . . . . . . . . . . . . . 19
(c) Opinion of Counsel for the International Managers. . . . . . . . . . . . . . . . . . . . . 19
(d) Officers' Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(e) Certificate of Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Accountant's Comfort Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(g) Bring-down Comfort Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Additional Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) Approval of Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(j) Lock-Up Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(k) Satisfaction of Lead Managers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(l) Purchase of Initial U.S. Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(m) Conditions to Purchase of Option Securities. . . . . . . . . . . . . . . . . . . . . . . . 22
(n) Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Indemnification of International Managers. . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Indemnification of Company, Directors and Officers and
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(c) Actions Against Parties; Notification. . . . . . . . . . . . . . . . . . . . . . . . . . . 26

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(d) Settlement without Consent if Failure to Reimburse . . . . . . . . . . . . . . . . . . . . 26
(e) Limitation of Selling Stockholder Liability. . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 8. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 9. Representations, Warranties and Agreements to Survive Delivery . . . . . . . . . . . . . . . . . . . 27
SECTION 10. Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 11. Default by One or More of the International Managers . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 12. Default by One or More of the Selling Stockholders or the Company . . . . . . . . . . . . . . . . . 29
SECTION 13. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 14. Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 15. Governing Law and Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 16. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

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820,000 SHARES
OCEAN ENERGY, INC.
(A DELAWARE CORPORATION)

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

INTERNATIONAL PURCHASE AGREEMENT

_____________, 1997

XXXXXXX XXXXX INTERNATIONAL
XXXXXX BROTHERS INTERNATIONAL (EUROPE)
XXXXXX, WEIL, LABOUISSE,
XXXXXXXXXX INCORPORATED
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
XXXXXX XXXXXXX & CO., INC.
XXXXX XXXXXX INC.
as Lead Managers of the
several International Managers
c/x XXXXXXX XXXXX INTERNATIONAL
Ropemaker Place
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx

Dear Sirs:

Ocean Energy, Inc., a Delaware corporation (the "Company"),
and each of the stockholders of the Company named in Schedule B hereto (the
"Selling Stockholders"), confirm their respective agreements with you and each
of the other international underwriters named in Schedule A hereto
(collectively, the "International Managers," which term shall also include any
International Manager substituted as hereinafter provided in Section 11
hereof), for whom Xxxxxxx Xxxxx International ("Xxxxxxx Xxxxx"), Xxxxxx
Brothers International (Europe), Xxxxxx, Weil, Labouisse, Xxxxxxxxxx
Incorporated, Xxxxxx Xxxxxxx & Co. International Limited, Xxxxxx Xxxxxxx & Co.,
Inc. and Xxxxx Xxxxxx Inc. are acting as representatives (in such capacity, the
"Lead Managers"), with respect to (i) the issuance and sale by the Company and
the sale by the Selling Stockholders, acting severally and not jointly, and the
purchase by the International Managers, acting severally and not jointly, of
the respective number of shares of Common Stock, par value $.01 per share, of
the Company ("Common Stock") set forth in Schedule A hereto, of which 700,000
shares shall be issued and sold by the Company and 120,000 shares shall be sold
by the Selling Stockholders as set forth in Schedule B hereto, and (ii) with
respect to the grant by a

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certain Selling Stockholder to the International Managers, acting severally and
not jointly, of the option described in Section 2 hereof to purchase all or any
part of the International Managers' pro rata portion of up to an additional
123,000 shares of Common Stock to cover over-allotments. The 820,000 shares of
Common Stock to be purchased by the International Managers (the "Initial
International Securities") together with all or any part of the International
Managers' pro rata portion of 123,000 shares of Common Stock subject to the
option described in Section 2 hereof (the "International Option Securities")
are collectively hereinafter called the "International Securities."

It is understood that the Company and the Selling Stockholders
are concurrently entering into an agreement dated the date hereof (the "U.S.
Purchase Agreement") providing for the offering by the Company and the Selling
Stockholders of an aggregate of 3,280,000 shares of Common Stock (the "Initial
U.S. Securities") through arrangements with certain underwriters in the United
States and Canada (the "U.S. Underwriters") for which Xxxxxxx Lynch, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Xxxxxxx
& Co., Inc. and Xxxxx Xxxxxx Inc. are acting as representatives (the "U.S.
Representatives") and the grant by a certain Selling Stockholder to the U.S.
Underwriters, acting severally and not jointly, of an option to purchase all or
any part of the U.S. Underwriters' pro rata portion of up to 492,000
additional shares of Common Stock solely to cover overallotments, if any (the
"U.S. Option Securities" and, together with the International Option
Securities, the "Option Securities"). The Initial U.S. Securities and the U.S.
Option Securities are hereinafter called the "U.S. Securities". It is
understood that the Company and the Selling Stockholders not obligated to sell
and the International Managers are not obligated to purchase, any Initial
International Securities unless all of the Initial U.S. Securities are
contemporaneously purchased by the U.S. Underwriters.

The International Managers and the U.S. Underwriters are
hereinafter collectively called the "Underwriters", the Initial International
Securities and the Initial U.S. Securities are hereinafter collectively called
the "Initial Securities", and the International Securities, and the U.S.
Securities are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an
Intersyndicate Agreement of even date herewith (the "Intersyndicate Agreement")
providing for the coordination of certain transactions among the Underwriters
under the direction of Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx &
Xxxxx Incorporated (in such capacity, the "Global Coordinator").

The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
333-37985) covering the registration of the Securities under the Securities Act
of 1933, as amended (the "1933 Act"), including the related preliminary
prospectus or prospectuses. Promptly after execution and delivery of this
Agreement, the Company will either (i) prepare and file a prospectus in
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or
(ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933
Act Regulations, prepare

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and file a term sheet (a "Term Sheet") in accordance with the provisions of
Rule 434 and Rule 424(b). Two forms of prospectus are to be used in connection
with the offering and sale of the Securities: one relating to the
International Securities (the "Form of International Prospectus") and one
relating to the U.S. Securities (the "Form of U.S. Prospectus"). The Form of
International Prospectus is identical to the Form of U.S. Prospectus, except
for the front cover and back cover pages and the information under the caption
"Underwriting." The information included in any such prospectus or in any such
Term Sheet, as the case may be, that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective (a) pursuant to
paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b)
pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information."
Each Form of International Prospectus and Form of U.S. Prospectus used before
such registration statement became effective, and any prospectus that omitted,
as applicable, the Rule 430A Information or the Rule 434 Information, that was
used after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration
Statement" shall include the Rule 462(b) Registration Statement. The final
Form of International Prospectus and the final Form of U.S. Prospectus,
including the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act, in the forms first furnished to the
Underwriters for use in connection with the offering of the Securities are
herein called the "International Prospectus" and the "U.S. Prospectus,"
respectively, and collectively, the "Prospectuses." If Rule 434 is relied on,
the terms "International Prospectus" and "U.S. Prospectus" shall refer to the
preliminary International Prospectus dated _________, 1997 and preliminary U.S.
Prospectus dated ________, 1997, respectively, each together with the applicable
Term Sheet and all references in this Agreement to the date of such
Prospectuses shall mean the date of the applicable Term Sheet. For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus, the International Prospectus, the U.S. Prospectus or any Term Sheet
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("XXXXX").

The Company and the Selling Stockholders understand that the
International Managers propose to make a public offering of the International
Securities as soon as the Lead Managers deem advisable after the Registration
Statement becomes effective and this Agreement has been executed and delivered.

For purposes of this Agreement, the term "Company" means the
Company and, unless the context otherwise requires, includes its subsidiaries.

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SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The
Company represents and warrants to each of the International Managers as of the
date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as
of each Date of Delivery (if any) referred to in Section 2(b) hereof, and
agrees with each International Manager, as follows:

(i) Compliance with Registration Requirements.
At the time the Registration Statement became effective, the
Registration Statement complied in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and did not
contain an 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 not misleading. The Prospectuses, as of their date
and at Closing Time referred to in Section 2 hereof, will not include
an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this
subsection shall not apply to statements in or omissions from the
Registration Statement or International Prospectus made in reliance
upon and in conformity with information furnished to the Company in
writing by the International Managers through the Lead Managers
expressly for use in the Registration Statement or the International
Prospectus.

(ii) Incorporated Documents. The documents
incorporated or deemed to be incorporated by reference in the
Prospectuses, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules and regulations of the Commission under the
1934 Act (the "1934 Act Regulations"), and, when read together with
the other information in the Prospectuses, at the time the
Registration Statement and any amendments thereto become effective and
at Closing Time, will not contain an 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.

(iii) Independent Accountants. The accountants
who certified the financial statements and supporting schedules
included in the Registration Statement are independent public
accountants with respect to the Company and its subsidiaries as
required by the 1933 Act and the 1933 Act Regulations.

(iv) Financial Statements. The financial
statements (except for the pro forma financial information), including
the notes thereto, included in the Registration Statement and the
Prospectuses present fairly the financial position of the Company and
its consolidated subsidiaries on the basis stated in the Registration
Statement and the Prospectuses as at the dates indicated and the
results of their operations for the periods

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specified; except as otherwise stated in the Registration Statement
and the Prospectuses and except for the pro forma financial
information included therein, said financial statements have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis; and the supporting schedules included
in the Registration Statement present fairly the information required
to be stated therein.

(v) Pro Forma Financial Statements. The pro
forma financial information of the Company and its subsidiaries, if
any, included in the Registration Statement and the Prospectuses has
been prepared in accordance with the applicable published rules and
regulations of the Commission and the assumptions used in the
preparation thereof are reasonable and the adjustments used therein
are appropriate to give pro forma effect to the transactions or
circumstances referred to therein.

(vi) No Material Adverse Change. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (A)
there has been no material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business,
(B) there have been no transactions entered into by the Company or any
of its subsidiaries, other than those in the ordinary course of
business, which are material with respect to the Company and its
subsidiaries considered as one enterprise, and (C) there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.

(vii) Good Standing of Company. The Company has
been duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware with full corporate
power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into
and perform its obligations under this Agreement; and the Company is
duly qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to be so qualified
would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, or on the earnings,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.

(viii) Good Standing of Subsidiaries. Each
subsidiary of the Company (collectively, the "Subsidiaries") has been
duly organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has
full power and authority (corporate or other) to own, lease and
operate its properties and to conduct its business and is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the
conduct of business, except where

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the failure to be so qualified would not, individually or in the
aggregate, have a material adverse effect on the condition, financial
or otherwise, or on the earnings, business affairs or business
prospects of the Company and its Subsidiaries considered as one
enterprise; and all of the issued and outstanding capital stock of the
Subsidiaries has been duly authorized and validly issued, is fully
paid and nonassessable and is owned by the Company directly or through
subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity; there are no outstanding
options to purchase, or rights or warrants to subscribe for, or
securities or obligations convertible into, or contracts or
commitments to issue or sell, any capital stock or other securities of
the Subsidiaries.

(ix) Capitalization. The authorized, issued and
outstanding capital stock of the Company is as set forth in the
Prospectuses under "Capitalization" (except for issuances, if any,
subsequent to the date of the Prospectus pursuant to this Agreement or
pursuant to reservations, agreements or employee benefit plans
referred to in the Prospectus); the shares of issued and outstanding
capital stock of the Company have been duly authorized and validly
issued and are fully paid and nonassessable.

(x) Authorization and Description of
Securities. The Securities have been duly authorized for issuance and
sale to the International Managers pursuant to this Agreement and to
the U.S. Underwriters pursuant to the U.S. Purchase Agreement and,
when issued and delivered by the Company pursuant to this Agreement
and the U.S. Purchase Agreement, respectively, against payment of the
consideration set forth herein and in the U.S. Purchase Agreement,
respectively, will be validly issued and fully paid and nonassessable;
the issuance of the Securities is not subject to preemptive or other
similar rights to subscribe to or purchase the same arising by
operation of law or under the charter or bylaws of the Company or
otherwise; and the Common Stock conforms to all statements relating
thereto contained in the Registration Statement and the Prospectuses.

(xi) Authorization of Agreement. This Agreement
and the U.S. Purchase Agreement have been duly authorized, executed
and delivered by the Company.

(xii) Absence of Defaults and Conflicts. Neither
the Company nor any of the Subsidiaries is in violation of its charter
or by-laws or is in breach of or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which it is a party or by which any of
them may be bound, or to which any of the property or assets of any of
them is subject, except for any such breaches or defaults which have
been waived or would not, individually or in the aggregate, have a
material adverse effect on the condition, financial or otherwise, or
on the earnings, business affairs or business prospects of the Company
and its Subsidiaries considered as one enterprise; and the execution,
delivery and performance of this Agreement and the U.S. Purchase
Agreement and the issuance and sale of the Securities hereunder and
under the U.S.

11
Purchase Agreement and the consummation of the other transactions
contemplated herein and therein, and compliance by the Company with
its obligations hereunder and thereunder, have been duly and validly
authorized by all necessary corporate action on the part of the
Company and, except as described in the Prospectuses, will not
conflict with or constitute a breach or violation of, or default
under, or give rise to any right of termination or acceleration under,
or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or its
Subsidiaries pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument or agreement to which
either of them is a party or by which any of them may be bound, or to
which any of the property or assets of the Company or its Subsidiaries
is subject, nor will such action conflict with, or result in any
breach or violation of, or default under, the provisions of the
charter or by-laws of the Company or its Subsidiaries or of any
applicable law, administrative regulation or administrative or court
decree.

(xiii) Absence of Labor Dispute. No labor dispute
with the employees of the Company or any of its Subsidiaries exists
or, to the knowledge of the Company, is imminent, and the Company is
not aware of any existing or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or
contractors any of which might, individually or in the aggregate, be
expected by the Company to result in any material adverse change in
the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise.

(xiv) Absence of Proceedings. The Company and
each of its Subsidiaries are conducting and propose to conduct their
respective businesses so as to comply in all respects with applicable
federal, state, local and foreign government statutes and regulations,
except where such failure to comply would not have a material adverse
effect on the condition, financial or otherwise, or on the earnings,
business affairs or business prospects of the Company and its
Subsidiaries considered as one enterprise; and there is no action,
suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of the
Company, threatened, against or affecting the Company or any of its
Subsidiaries, which is required to be disclosed in the Registration
Statement and the Prospectuses (other than as disclosed therein), or
which, individually or in the aggregate, may be reasonably expected to
result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects
of the Company and its Subsidiaries considered as one enterprise, or
which, individually or in the aggregate, may be reasonably expected to
materially and adversely affect the properties or assets thereof or
which may be reasonably expected to materially and adversely affect
the consummation of this Agreement and the U.S. Purchase Agreement;
all pending legal or governmental proceedings to which the Company or
any of its Subsidiaries is a party or of which any of their respective
property or assets is the subject which are not described in the
Registration Statement and the Prospectuses, including ordinary
routine litigation incidental to the business, are,

12
considered in the aggregate, not material to the Company and its
Subsidiaries considered as one enterprise; and there are no contracts
or documents of the Company or any of its Subsidiaries which are
required to be filed as exhibits to or incorporated by reference into
the Registration Statement by the 1933 Act or the 1933 Act Regulations
which have not been so filed.

(xv) Taxes. The Company and each of its
Subsidiaries have filed all United States federal, state and local
income and franchise tax returns required to be filed through the date
hereof and have paid all federal taxes and all material state and
local taxes due thereon, and no tax deficiency has been determined
adversely to the Company or any of its Subsidiaries which has had (nor
does the Company have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its Subsidiaries might
have), individually or in the aggregate, a material adverse effect on
the condition, financial or otherwise, or on the earnings, business
affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise. The charges, accruals and reserves on
the consolidated books of the Company in respect of any income,
franchise or corporation tax liability for any years not fully
determined are reasonable and have been recorded on a basis in
conformance with generally accepted accounting principles.

(xvi) Title to Property. Except as described in
the Prospectuses, the Company and each of its Subsidiaries have (1)
generally satisfactory or good and indefeasible title to all their
interests in their oil and gas properties, title investigations having
been carried out by or on behalf of such person in accordance with
good practice in the oil and gas industry in the areas in which the
Company operates and (2) good and indefeasible title to all other real
property and good and marketable title to all other properties and
assets described in the Prospectuses as owned by them and valid,
subsisting and enforceable leases for all of the properties and
assets, real or personal, described in the Prospectuses as leased by
them, in each case free and clear of any security interests,
mortgages, pledges, liens, encumbrances or charges of any kind, other
than those described in the Prospectuses and those that could not,
individually or in the aggregate, have a material adverse effect on
the condition, financial or otherwise, or on the earnings, business
affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise.

(xvii) Insurance. The Company and each of its
Subsidiaries carry, or are covered by, insurance in such amounts and
covering such risks as is customary for companies engaged in similar
businesses in similar industries.

(xviii) Contracts and Agreements. Each contract,
agreement or arrangement to which the Company or any of its
Subsidiaries is a party or by which any of them may be bound, or to
which any of the property or assets of any such person is subject,
which is material to the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and
its Subsidiaries considered as

13
one enterprise has been duly and validly authorized, executed and
delivered by the Company or its Subsidiaries, as applicable, and
neither the Company nor its Subsidiaries is in breach or default of
any obligation, agreement, covenant or condition contained in any such
contract, agreement or arrangement except for any such breaches or
defaults which have been waived or would not, individually or in the
aggregate, have a material adverse effect on the condition, financial
or otherwise, or the earnings, business affairs or business prospects
of the Company and its Subsidiaries considered as one enterprise;
except as described or contemplated by the Prospectuses, none of such
contracts, agreements or arrangements has been assigned by either of
the Company or its Subsidiaries, and the Company knows of no present
condition or fact which would prevent compliance by the Company or its
Subsidiaries or any other party thereto with the terms of any such
contract, agreement or arrangement in accordance with its terms in all
material respects; except as described in the Prospectuses, neither
the Company nor any of its Subsidiaries has any present intention to
exercise any right that it may have to cancel any such contract,
agreement or arrangement or otherwise to terminate its rights and
obligations thereunder, and none of them has any knowledge that any
other party to any such contract, agreement or arrangement has any
intention not to render full performance in all material respects as
contemplated by the terms thereof.

(xix) Absence of Further Requirements. No
authorization, approval, consent or order of, or filing with, any
court or governmental authority or agency is necessary or required in
connection with the execution, delivery and performance of this
Agreement or the U.S. Purchase Agreement or the offering, issuance or
sale of the Securities hereunder or thereunder, except such as may be
required under the 1933 Act, the 1933 Act Regulations or state or
foreign securities laws.

(xx) Possession of Licenses and Permits. The
Company and its Subsidiaries possess such licenses, permits, consents,
orders, certificates or authorizations issued by the appropriate
federal, state, foreign or local regulatory agencies or bodies
necessary to conduct the business now operated by them as described in
the Prospectuses, except for such licenses, permits, consents, orders,
certificates or authorizations of which the failure by the Company or
its Subsidiaries to possess would not, individually or in the
aggregate, have a material adverse effect on the condition, financial
or otherwise, or on the earnings, business affairs or business
prospects of the Company and its Subsidiaries considered as one
enterprise; and neither the Company nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such licenses, permits, consents, orders,
certificates or authorizations which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a material and adverse effect on the condition,
financial or otherwise, or on the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as
one enterprise.

14
(xxi) Absence of Registration Rights. No holder
of securities of the Company or any of its Subsidiaries has any rights
to require the registration of such securities as a result of the
filing of the Registration Statement, or in connection with the
offering of the Securities that have not been either complied with or
duly and effectively waived.

(xxii) Stabilization or Manipulation. The Company
has not taken and will not take, directly or indirectly, any action
designed to, or that might be reasonably expected to, cause or result
in stabilization or manipulation of the price of the Securities; and
the Company has not distributed and will not distribute any prospectus
or other offering material in connection with the offering and sale of
the Securities other than any preliminary prospectus filed with the
Commission or the Prospectus.

(xxiii) Compliance with Cuba. The Company has
complied and will comply in all respects with the provisions of
Florida H.B. 1771 (codified as Section 517.075 of the Florida
Statutes) and the regulations promulgated thereunder; and, to the
knowledge of the Company, neither the Company or any of its
Subsidiaries, nor any of their respective affiliates, does business
with the government of Cuba or with any person or affiliate located in
Cuba.

(xxiv) Forward Looking Statements. No forward
looking statement (as defined in Rule 175 under the 1933 Act)
contained in the Registration Statement has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good
faith.

(xxv) Environmental Laws. The Company and each
of its Subsidiaries (A) are in compliance with any and all applicable
federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or
toxic substances or waste, pollutants or contaminants ("Environmental
Laws"), (B) have received all permits, licenses or other approvals
required of it under applicable Environmental Laws to conduct its
business and (C) are in compliance with all terms and conditions of
any such permit, license or approval, except for such noncompliance
with Environmental Laws, failure to receive required permits, licenses
or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals that would not, singly or in
the aggregate, have a material adverse effect on the condition,
financial or otherwise, or on the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as
one enterprise. There has been no storage, disposal, generation,
transportation, handling or treatment of hazardous substances or solid
wastes by the Company or any of its Subsidiaries (or to the knowledge
of the Company, any of its predecessors in interest) at, upon or from
any of the property now or previously owned or leased by the Company
or any of its Subsidiaries in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or
which would require remedial action under any applicable law,
ordinance, rule,

15
regulation, order, judgment, decree or permit, except for any
violation or remedial action which would not result in, or which would
not be reasonably likely to result in, singularly or in the aggregate
with all such violations and remedial actions, any material adverse
change in the condition (financial or other), results of operations,
business or business prospects of the Company and its Subsidiaries
considered as one enterprise; there has been no material spill,
discharge, leak, emission, injection, escape, dumping or release of
any kind onto such property or into the environment surrounding such
property of any solid wastes or hazardous substances due to or caused
by the Company or any of its Subsidiaries, except for any such spill,
discharge, leak, emission, injection, escape, dumping or release which
would not result in or would not be reasonably likely to result in,
singularly or in the aggregate with all such spills, discharges,
leaks, emissions, injections, escapes, dumpings and releases, any
material adverse change in the condition (financial or other), results
of operations, business or business prospects of the Company and its
Subsidiaries considered as one enterprise; and the terms "hazardous
substances" and "solid wastes" shall have the meanings specified in
any applicable local, state and federal laws or regulations with
respect to environmental protection.

(xxvi) Illegal Payments. Neither the Company nor
any of its Subsidiaries have, directly or indirectly, paid or
delivered any fee, commission or other sum of money or item or
property, however characterized, to any finder, agent, government
official or other party, in the United States or any other country,
which is in any manner related to the business or operations of the
Company and its Subsidiaries, which the Company knows or has reason to
believe to have been illegal under any federal, state or local laws of
the United States or any other country having jurisdiction.

(xxvii) Absence of Stamp Taxes. There is no stamp
duty, value-added tax or any similar tax or duty, payable by or on
behalf of the International Managers or the Company in connection with
the authorization, issuance, sale and delivery of the Securities in
the manner contemplated by this Agreement or the U.S. Purchase
Agreement.

(b) Representations and Warranties by the Selling
Stockholders. Each of the Selling Stockholders severally represents
and warrants to each International Manager as of the date hereof , as
of the Closing Time, and, if the Selling Shareholder is selling Option
Securities on a Date of Delivery, as of each such Date of Delivery,
and agrees with each International Manager, as follows:

(i) Information Concerning Company. Such
Selling Stockholder is not prompted to sell the Securities to be sold
by such Selling Stockholder by any information concerning the Company
that is not set forth in the Prospectuses or other documents filed by
the Company with the Commission pursuant to the periodic reporting and
other informational requirements of the 1934 Act or the 1934 Act
Regulations.

16
(ii) Accurate Disclosure. To the extent that
any statements or omissions in the Registration Statement or any
amendment or supplement thereto are made in reliance upon and in
conformity with information furnished in writing to the Company by
such Selling Stockholder expressly for use therein, the Registration
Statement, at the time the Registration Statement becomes effective,
did not contain an 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 not misleading. To the extent that any
statements or omissions in the Prospectuses or any amendment or
supplement thereto are made in reliance upon and in conformity with
information furnished in writing to the Company by such Selling
Stockholder expressly for use therein, the Prospectuses, as of its
date (unless the term "Prospectuses" refers to Prospectuses which have
been provided to the International Managers and the U.S. Underwriters
by the Company for use in connection with the offering of the
Securities which differs from the Prospectuses on file at the
Commission at the time the Registration Statement becomes effective,
in which case at the time such Prospectuses are first provided to the
Underwriters for such use) and at Closing Time, will not contain an
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.

(iii) Good and Marketable Title. Such Selling
Stockholder has and will have at Closing Time good and marketable
title to the Securities to be sold by such Selling Stockholder
hereunder and under the U.S. Purchase Agreement, free and clear of any
pledge, lien, security interest, encumbrance, claim or restriction on
transfer or other defect in title; such Selling Stockholder has full
right, power and authority to sell, transfer and deliver the
Securities to be sold by such Selling Stockholder hereunder and under
the U.S. Purchase Agreement and upon delivery of and payment for the
Securities as herein contemplated and as contemplated in the U.S.
Purchase Agreement, the Underwriters will acquire good and marketable
title to such Securities, free and clear of any pledge, lien, security
interest, encumbrance, claim or restriction on transfer or other
defect in title.

(iv) Authorization of Agreement. This Agreement
and the U.S. Purchase Agreement have been duly authorized, executed
and delivered by such Selling Stockholder.

(v) Absence of Conflicts. The execution,
delivery and performance of this Agreement and the U.S. Purchase
Agreement and the consummation of the transactions contemplated hereby
and thereby will not conflict with or result in a breach or violation
by such Selling Stockholder of any of the terms or provisions of, or
constitute, either by itself or upon notice or the passage of time or
both, a default by such Selling Stockholder under, any indenture,
mortgage, deed of trust, trust (constructive or other), loan
agreement, lease, franchise, license or other agreement or instrument
to which such Selling Stockholder is a party or by which such Selling
Stockholder or any of its properties is bound, or any statute, or any
judgment, decree, order, rule or regulation of any court

17
or governmental agency or body applicable to such Selling Stockholder
any of its properties.

(vi) Consents and Approvals. All consents,
approvals, authorizations and orders necessary for the execution and
delivery by such Selling Stockholder of this Agreement and the U.S.
Purchase Agreement and for the sale and delivery of the Securities to
be sold by such Selling Stockholder hereunder and thereunder have been
obtained.

(vii) Representations and Warranties of Company.
To the knowledge of such Selling Stockholder, none of the
representations and warranties of the Company set forth in Section
1(a) above are untrue or inaccurate in any material respect.

(viii) Stabilization or Manipulation. Such
Selling Stockholder has not taken and will not take, directly or
indirectly, any action designed to, or that might be reasonably
expected to, cause or result in stabilization or manipulation of the
price of the Securities; and such Selling Stockholder has not
distributed and will not distribute any prospectus or other offering
material in connection with the offering and sale of the Securities
other than any preliminary prospectus filed with the Commission or the
Prospectuses.

(c) Officer's Certificates. Any certificate signed by
any officer of the Company delivered to the Global Coordinator, Lead Managers
or to counsel for the International Managers shall be deemed a representation
and warranty by the Company to each International Manager as to the matters
covered thereby; and any certificate signed by or on behalf of any Selling
Stockholder and delivered to the Global Coordinator, Lead Managers or to
counsel for the International Managers shall be deemed a representation and
warranty by the Selling Stockholder to each International Manager as to the
matters covered thereby.

SECTION 2. Sale and Delivery to International
Managers; Closing.

(a) Initial International Securities. On the basis of
the representations and warranties herein contained and subject to the terms
and conditions herein set forth, the Company agrees to sell 700,000 Initial
International Securities to the International Managers, severally and not
jointly, and the Selling Stockholders, severally and not jointly, agree to sell
an aggregate of 120,000 Initial International Securities (each to sell the
number of Initial International Securities opposite the name of such Selling
Stockholder in Schedule B hereto) to the International Managers, severally and
not jointly, and each International Manager, severally and not jointly, agrees
to purchase from the Company and each of the Selling Stockholders, at the price
per share set forth in Schedule C, the number of Initial International
Securities set forth in Schedule A opposite the name of such International
Manager, plus any additional number of Initial International Securities which
such International Manager may become obligated to purchase pursuant to the
provisions of Section 11 hereof, subject, in each case, to such adjustments as
the

18
International Managers in their discretion shall make to eliminate any sales or
purchases of fractional International Securities.

(b) International Option Securities. In addition, on the
basis of the representations and warranties herein contained and subject to the
terms and conditions herein set forth, the Selling Stockholders, severally and
not jointly, hereby grant an option to the International Managers, severally
and not jointly, to purchase from them up to an additional 123,000 shares of
Common Stock (each Selling Stockholder to sell up to the number of
International Option Securities set forth opposite the name of such Selling
Stockholder in Schedule B hereto), at the price per share set forth in Schedule
C. The option hereby granted will expire on the 30th day after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial Securities upon notice by the Global
Coordinator to each of the Selling Stockholders who are selling International
Option Securities setting forth the aggregate number of International Option
Securities as to which the several International Managers are then exercising
the option and the time and date of payment and delivery for such International
Option Securities. Any such time and date of delivery for the International
Option Securities (a "Date of Delivery") shall be determined by the Global
Coordinator but shall be not earlier than two nor later than five full business
days after receipt of such notice by the Selling Stockholders of the exercise
of said option, nor in any event prior to Closing Time (as hereinafter
defined), unless otherwise agreed upon by the Global Coordinator and the
Selling Stockholders. If the option is exercised as to all or any portion of
the International Option Securities, each of the International Managers, acting
severally and not jointly, will purchase that proportion of the number of
International Option Securities which the number of Initial International
Securities set forth in Schedule A opposite the name of such International
Manager (plus any additional number of Initial International Securities which
such International Manager may become obligated to purchase pursuant to the
provisions of Section 11 hereof) bears to the total number of Initial
International Securities, subject, in each case, to such adjustments as the
International Managers in their discretion shall make to eliminate any sales or
purchases of fractional Securities. Each of the Selling Stockholders will sell
shares purchased pursuant to the over-allotment option in the same proportion
as the number of shares of International Option Securities to be sold by such
Selling Stockholder bears to the total number of shares of International Option
Securities sold by the Selling Stockholders pursuant to this Agreement. For
purposes of this Agreement, the term "business day" means a day on which the
New York Stock Exchange is open for trading.

(c) Payment. Payment of the purchase price for, and
delivery of certificates for, the Initial Securities shall be made at the
office of Xxxxx & Xxxxx, L.L.P., Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx
00000, or at such other place as shall be agreed upon by the Global
Coordinator, the Company and the Selling Stockholders, at 9:00 A.M., Houston,
Texas time, on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 11 hereof), or such
other time not later than ten business days after such date as shall be agreed
upon by the Global Coordinator and the Company (such time and date of payment
and delivery being herein called

19
"Closing Time"). In addition, in the event that any or all of the
International Option Securities are purchased by the International Managers,
payment of the purchase price for, and delivery of certificates for, such
International Option Securities shall be made at the above-mentioned office of
Xxxxx & Xxxxx, L.L.P., or at such other place as shall be mutually agreed upon
by the Global Coordinator and the Selling Stockholders, on each Date of
Delivery as specified in the notice from the Global Coordinator to the Selling
Stockholders. Payment shall be made to the Company and the Selling
Stockholders, as the case may be, by wire transfer of immediately available
funds to the order of the Company and each Selling Stockholder, as the case may
be, against delivery to the Lead Managers for the respective accounts of the
International Managers of certificates for the International Securities to be
purchased by them. Certificates for the Initial International Securities and
the International Option Securities shall be in such denominations and
registered in such names as the Lead Managers may request in writing at least
two business days before Closing Time or the Date of Delivery, as the case may
be. It is understood that each International Manager has authorized the Lead
Managers, for its account, to accept delivery of, receipt for, and make payment
of the purchase price for, the International Securities which it has agreed to
purchase. The Lead Managers individually and not as Lead Managers of the
International Managers, may (but shall not be obligated to) make payment of the
purchase price for the International Securities to be purchased by any
International Manager whose funds have not been received by Closing Time or the
Date of Delivery, as the case may be, but such payment shall not relieve such
International Manager from its obligations hereunder. The certificates for the
Initial International Securities and the International Option Securities to be
purchased by the International Managers will be made available in New York City
for examination and packaging by the Lead Managers not later than 10:00 A.M. on
the last business day prior to Closing Time or the Date of Delivery, as the
case may be.

SECTION 3. Covenants of the Company. The Company
covenants with each of the International Managers as follows:

(a) Compliance with Securities Regulations and Commission
Requests. The Company will notify the Global Coordinator immediately, and
other than for item (i) below, confirm the notice in writing, (i) of the
effectiveness of the Registration Statement and any amendment thereto
(including any post-effective amendment) and, if the Company elects to rely
upon Rule 430A of the 1933 Act Regulations, of the filing of the Prospectuses
pursuant to Rule 430A and Rule 424(b) of the 1933 Act Regulations, (ii) of the
receipt of any comments from the Commission, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectuses or for additional information, and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or any order preventing or suspending the use of any
preliminary prospectus, or the initiation of any proceedings for that purpose,
and (v) of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent the issuance
of any stop order or any order preventing or suspending the use of any
preliminary prospectus or suspending such qualification and, in the event of
the issuance of any stop order or any order preventing or suspending the use of
any

20
preliminary prospectus or suspending such qualification, to obtain the lifting
thereof at the earliest possible moment.

(b) Form of Prospectuses. If the Company elects to rely
on Rule 434 of the 1933 Act Regulations, the Company will prepare a term sheet
that complies with the requirements of Rule 434. If the Company elects not to
rely on Rule 434, the Company will provide the International Managers and the
U.S. Underwriters with copies of the form of prospectuses, in such numbers as
the International Managers and the U.S. Underwriters may reasonably request,
and file with the Commission such prospectus in accordance with Rule 424(b) of
the 1933 Act by the close of business in New York City on the second business
day immediately succeeding the date of this Agreement and the U.S. Purchase
Agreement. If the Company elects to rely on Rule 434, the Company will provide
the International Managers and the U.S. Underwriters with copies of the form of
434 Prospectus, in such numbers as the International Managers and the U.S.
Underwriters may reasonably request, by the close of business in New York on
the business day immediately succeeding the date of this Agreement and the U.S.
Purchase Agreement.

(c) Filing of Amendments. The Company will give the
Global Coordinator notice of its intention to file or prepare any amendment to
the Registration Statement (including any post-effective amendment) or any
amendment or supplement to the Prospectuses (including any revised prospectus
which the Company proposes for use by the International Managers and the U.S.
Underwriters in connection with the offering of the Securities which differs
from the prospectus on file at the Commission at the time the Registration
Statement becomes effective, whether or not such revised prospectus is required
to be filed pursuant to Rule 424(b) of the 1933 Act Regulations, and any term
sheet prepared in reliance on Rule 434 of the 1933 Act Regulations), will
furnish the Global Coordinator with copies of any such amendment or supplement
a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file any such amendment or supplement to which the Global
Coordinator shall reasonably object.

(d) Delivery of Registration Statements. The Company
will deliver to the Lead Managers as many signed copies of the Registration
Statement as originally filed and each amendment thereto (including exhibits
filed therewith) as the Lead Managers may reasonably request and will also
deliver to the Lead Managers as many conformed copies of the Registration
Statement as originally filed and of each amendment thereto (without exhibits)
as the Lead Managers may reasonably request for each of the International
Managers.

(e) Delivery of International Prospectus. The Company
will furnish to each International Manager, from time to time during the period
when the International Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies of the International Prospectus (as
amended or supplemented) as such International Manager may reasonably request
for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the
1934 Act or the 1934 Act Regulations.

21
(f) Amendments and Supplements to Prospectuses. If any
event shall occur as a result of which it is necessary, in the opinion of the
International Managers and the U.S. Underwriters, to amend or supplement the
Prospectuses in order to make the Prospectuses not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser, the
Company will forthwith amend or supplement the Prospectuses and provide drafts
thereof to the International Managers and the U.S. Underwriters and provide
them a reasonable opportunity to review such drafts and provide comments with
respect thereto, so that, as so amended or supplemented, the Prospectuses will
not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances existing at the time the Prospectuses are delivered to a
purchaser, not misleading, and the Company will furnish to the International
Managers and the U.S. Underwriters a reasonable number of copies of any
amendment or amendments of or supplement or supplements to, the Prospectuses.

(g) Blue Sky Qualifications. The Company will endeavor,
in cooperation with the International Managers, to qualify the Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate;
provided, however, that the Company shall not be obligated to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified. In
each jurisdiction in which the Securities have been qualified as above
provided, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the effective date of the Registration
Statement.

(h) Rule 158. The Company will make generally available
to its security holders as soon as practicable, but not later than 90 days
after the close of the period covered thereby, an earnings statement (which
need not be audited, but in form complying with the provisions of Rule 158 of
the 1933 Act Regulations) of the Company covering a twelve-month period
beginning not later than the first day of the Company's fiscal quarter next
following the "effective date" (as defined in said Rule 158) of the
Registration Statement.

(i) Use of Proceeds. The Company will use the net
proceeds received by it from the sale of the Securities in the manner specified
in the Prospectuses under "Use of Proceeds."

(j) Omission of Information. If, at the time that the
Registration Statement becomes effective, any information shall have been
omitted therefrom in reliance upon Rule 430A of the 1933 Act Regulations, then
immediately following the execution of this Agreement and the U.S. Purchase
Agreement, the Company will prepare, and file or transmit for filing with the
Commission in accordance with such Rule 430A and Rule 424(b) of the 1933 Act
Regulations, copies of amended Prospectus, or, if required by such Rule 430A, a
post-effective amendment to the Registration Statement (including amended
Prospectuses), containing all information so omitted.

22
(k) Listing. The Company will use its best efforts to
effect the listing of the Securities on the New York Stock Exchange and will
use every reasonable effort to maintain the listing of the Securities on the
New York Stock Exchange.

(l) Restriction on Sale of Securities. During a period
of 90 days from the date of the Prospectuses, the Company will not, without the
prior written consent of the Global Coordinator, directly or indirectly, sell,
offer to sell, grant any option for the sale of, or otherwise dispose of, any
Common Stock or any security convertible into or exchangeable or exercisable
for Common Stock (except for Common Stock or options issued pursuant to this
Agreement or the U.S. Purchase Agreement or pursuant to reservations,
agreements or employee benefit plans referred to in the Prospectuses).

(m) Stabilization or Manipulation. Prior to the time at
which the distribution of the Securities is completed, the Company shall not,
directly or indirectly, (i) take any action designed to cause or result in, or
that constitutes or might reasonably be expected to constitute, stabilization
or manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities or (ii) bid for, purchase or pay anyone any
compensation for soliciting purchases of, the Securities.

SECTION 4. Covenants of the Selling Stockholders.
Each of the Selling Stockholders covenants with each of the International
Managers as follows:

(a) Restriction on Sale of Securities. During a period
of 90 days from the date of the Prospectuses, such Selling Stockholder will
not, without the prior written consent of the Global Coordinator, directly or
indirectly, sell, offer to sell, grant any option for the sale of or otherwise
dispose of, any Common Stock or any security convertible into or exchangeable
or exercisable for Common Stock (except for Common Stock sold pursuant to this
Agreement or the U.S. Purchase Agreement).

(b) Stabilization or Manipulation. Prior to the time at
which the distribution of the Securities is completed, the Selling Stockholders
shall not, directly or indirectly, (i) take any action designed to cause or
result in, or that constitutes or might reasonably be expected to constitute,
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities or (ii) bid for, purchase or
pay anyone any compensation for soliciting purchases of, the Securities.

(c) Form W-9. Each Selling Shareholder agrees to deliver
to the Lead Managers prior to or at Closing Time a properly completed and
executed United States Treasury Department Form W-9 (or other applicable form
or statement specified by Treasury Department regulations in lieu thereof).

SECTION 5. Payment of Expenses. The Company will pay
all expenses incident to the performance of the obligations of the Company and
the Selling Stockholders under this

23
Agreement, including (i) the printing and filing of the Registration Statement
as originally filed and of each amendment thereto, (ii) the preparation,
issuance and delivery of the Securities to the International Managers, (iii)
the fees and disbursements of the Company's counsel and accountants and of
counsel to the Selling Stockholders, (iv) the expenses in connection with the
qualification of the Securities under state or other securities laws in
accordance with the provisions of Section 3(g) hereof, including filing fees
and the fees and disbursements of counsel for the International Managers in
connection therewith and in connection with the preparation of the Blue Sky
Survey, (v) the printing and delivery to the International Managers of copies
of the Registration Statement as originally filed and of each amendment
thereto, of each of the preliminary prospectuses, and of the Prospectuses and
any amendments or supplements thereto, (vi) the printing and delivery to the
International Managers of copies of the Blue Sky Survey, (vii) the fees and
expenses incurred in connection with any filings required to be made by the
International Managers with the National Association of Securities Dealers,
Inc., and (viii) the fees and expenses incurred in connection with the listing
of the Securities on the New York Stock Exchange.

If this Agreement is terminated by the Lead Managers in
accordance with the provisions of Section 6 hereof or Section 10(a)(i) hereof,
the Company shall reimburse the International Managers for all of their
out-of-pocket expenses, including the fees and disbursements of counsel for the
International Managers.

SECTION 6. Conditions of Obligations of the
International Managers. The obligations of the several International Managers
hereunder are subject to the accuracy of the representations and warranties of
the Company and the Selling Stockholders herein contained at the date hereof
and at Closing Time, to the performance by the Company and the Selling
Stockholders of their obligations hereunder required to be performed prior to
Closing Time, and to the following further conditions:

(a) Effectiveness of Registration Statement. The
Registration Statement shall have become effective not later than 5:30 P.M. on
the date hereof or at such later time and date as may be approved by the Lead
Managers; and at Closing Time and any Date of Delivery, as the case may be, no
stop order suspending the effectiveness of the Registration Statement shall
have been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission. If the Company has elected to rely upon Rule 430A
of the 1933 Act Regulations, the initial public offering price per share of the
Securities, the purchase price per share to be paid by the International
Managers and the U.S. Underwriters, and any other price-related information
previously omitted from the effective Registration Statement pursuant to such
Rule 430A shall have been transmitted to the Commission for filing pursuant to
Rule 424(b) of the 1933 Act Regulations within the prescribed time period, and
prior to Closing Time the Company shall have provided evidence satisfactory to
the Global Coordinator of such timely filing, or a post-effective amendment
providing such information shall have been promptly filed and declared
effective in accordance with the requirements of Rule 430A of the 1933 Act
Regulations.

24
(b) Opinion of Counsel for the Company and the Selling
Stockholders. At Closing Time the Lead Managers shall have received:

(i) The favorable opinion, dated as of Closing
Time, of Xxxxxxx & Xxxxx L.L.P., counsel for the Company and the
Selling Stockholders, in form and substance satisfactory to the Lead
Managers, to the effect set forth in Exhibit A hereto.

(ii) The favorable opinion, dated as of Closing
Time, of Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxx, XxXxxxxx & Xxxxx, counsel for
the Company, in form and substance satisfactory to the Lead Managers,
to the effect set forth in Exhibit B hereto.

(c) Opinion of Counsel for the International Managers.
The favorable opinion, dated as of Closing Time, of Xxxxx & Xxxxx, L.L.P.,
counsel for the International Managers, with respect to the matters set forth
in (i), (iv), (v), (vi) (solely as to preemptive rights arising by operation of
law or under the charter or by-laws of the Company), (vii), (viii) and (xi) and
the penultimate paragraph of Exhibit A hereto. In giving such opinions, Xxxxx
& Xxxxx, L.L.P. may state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon certificates of
officers of the Company and its Subsidiaries and certificates of public
officials.

(d) Officers' Certificate. At Closing Time there shall
not have been, since the date hereof or since the respective dates as of which
information is given in the Registration Statement and the Prospectuses, any
material adverse change in the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and its
Subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Lead Managers shall have received a
certificate of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company, dated as of Closing
Time, to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties of the Company contained in Section
1(a) of this Agreement are true and correct with the same force and effect as
though expressly made at and as of Closing Time, (iii) the Company has complied
with all covenants and agreements and satisfied all conditions on its part to
be performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and,
to the knowledge of each such officer, no proceedings for that purpose have
been initiated or threatened by the Commission. As used in this Section 6(d),
the term "Prospectuses" means the Prospectuses in the form first used to
confirm sales of the Securities.

(e) Certificate of Selling Stockholders. At Closing Time
the Lead Managers shall have received a certificate from each of the Selling
Stockholders, dated as of Closing Time, to the effect that (i) the
representations and warranties of such Selling Stockholder contained in Section
1(b) are true and correct with the same force and effect as though expressly
made at and as of Closing Time and (ii) such Selling Stockholder has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time.

25
(f) Accountant's Comfort Letter. At the time of the
execution of this Agreement, the Lead Managers shall have received
from Xxxxxx Xxxxxxxx LLP a letter dated such date, in form and
substance satisfactory to the Lead Managers, to the effect that (i)
they are independent public accountants with respect to the Company
and its Subsidiaries within the meaning of the 1933 Act and the 1933
Act Regulations; (ii) it is their opinion that the financial
statements and supporting schedules included in the Registration
Statement and covered by their opinions therein comply as to form in
all material respects with the applicable accounting requirements of
the 1933 Act and the 1933 Act Regulations; (iii) based upon limited
procedures set forth in detail in such letter, nothing has come to
their attention that causes them to believe that (A) the unaudited
financial statements and supporting schedules and other financial
information of the Company and its Subsidiaries included in the
Registration Statement do not comply as to form in all material
respects with the applicable accounting requirements of the 1933 Act
and the 1933 Act Regulations or are not presented in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included in the Registration Statement, (B) the unaudited amounts of
revenues, net income and net income per share set forth under
"Selected Financial Information" in the Prospectuses were not
determined on a basis substantially consistent with that used in
determining the corresponding amounts in the audited financial
statements included in the Registration Statement, or (C) at a
specified date not more than three days prior to the date of this
Agreement, there has been any change in the capital stock of the
Company or any increase in the consolidated long term debt of the
Company and its Subsidiaries or any decrease in consolidated net
current assets or stockholder's equity as compared with the amounts
shown in the June 30, 1997 balance sheet included in the Registration
Statement or, during the period from June 30, 1997 to a specified date
not more than three days prior to the date of this Agreement, there
were any decreases, as compared with the corresponding period in the
preceding year, in consolidated revenues, operating income, net
income, or net income per share of the Company and its Subsidiaries,
except in all instances for changes, increases or decreases which the
Registration Statement and the Prospectuses disclose have occurred or
may occur; and (iv) in addition to the examination referred to in
their opinions and the limited procedures referred to in clause (iii)
above, they have carried out certain specified procedures, not
constituting an audit, with respect to certain amounts, percentages
and financial information which are included in the Registration
Statement and Prospectuses and which are specified by the Lead
Managers, and have found such amounts, percentages and financial
information to be in agreement with the relevant accounting, financial
and other records of the Company and its Subsidiaries identified in
such letter.

(g) Bring-down Comfort Letter. At Closing Time the Lead
Managers shall have received from Xxxxxx Xxxxxxxx LLP a letter, dated
as of Closing Time to the effect that they confirm the statements made
in the letter furnished pursuant to subsection (f) of this Section,
except that the specified date referred to in such letter shall be a
date not more than three days prior to Closing Time and, if the
Company has elected to rely on Rule 430A of the 1933 Act Regulations,
to the further effect that they have carried out procedures as
specified in clause (iv) of subsection (f) of this Section with
respect to certain amounts, percentages and financial information
specified by the Lead Managers and deemed to be a part of the
Registration Statement pursuant to Rule 430(A)(b) and

26
have found such amounts, percentages and financial information to be in
agreement with the records specified in such clause (iv).

(h) Additional Documents. At Closing Time and at each
Date of Delivery, if any, counsel for the International Managers shall have
been furnished with such documents and opinions as they may reasonably require
for the purpose of enabling them to pass upon the issuance and sale of the
International Securities as herein contemplated and related proceedings, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the Lead
Managers and counsel for the International Managers.

(i) Approval of Listing. At Closing Time, the Securities
shall have been approved for listing on the New York Stock Exchange, subject
only to official notice of issuance and evidence of satisfactory distribution.

(j) Lock-Up Agreements. At Closing Time the Company
shall have furnished to the Lead Managers "lock-up" letters, in form and
substance reasonably satisfactory to the Lead Managers, signed by each of the
Company's current directors, the Xxxxxx Xxxxxx Children's Trust, and the Xxxxx
Xxxxxx Children's Trust, pursuant to which each such person shall agree not to
offer for sale, sell, grant an option for the sale of, or otherwise dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exchangeable into or exercisable for Common Stock owned by
such person or with respect to which such person has the power of disposition,
for a period of 90 days from the date of the Prospectuses, without the prior
written consent of the Xxxxxxx Xxxxx.

(k) Satisfaction of Lead Managers. At Closing Time and
at each Date of Delivery, if any, all actions, proceedings, instruments,
opinions and documents required in connection with the consummation of the
transactions contemplated by this Agreement shall be reasonably satisfactory to
the Lead Managers, and the Company and the Selling Stockholders shall have
delivered to the Lead Managers such other certificates and documents as the
Lead Managers shall reasonably request.

(l) Purchase of Initial U.S. Securities.
Contemporaneously with the purchase by the International Managers of the
Initial International Securities under this Agreement, the U.S. Underwriters
shall have purchased the Initial U.S. Securities under the U.S. Purchase
Agreement.

(m) Conditions to Purchase of Option Securities. In the
event the International Managers exercise their option provided in Section 2
hereof to purchase all or any part of the International Option Securities, and
the Date of Delivery specified by the International Managers for any such
purchase is a date other than Closing Time, the obligation of the International
Managers to purchase all or any such portion of the International Option
Securities shall be subject, in addition to the foregoing conditions, to the
accuracy of the representations and warranties of the Company

27
and the Selling Stockholders at each Date of Delivery, to the performance by
the Company and the Selling Stockholders of their obligations hereunder
required to be performed prior to each Date of Delivery, and to the receipt by
the International Managers of the following:

(i) Officer's Certificate. A certificate,
dated such Date of Delivery, of the President or a Vice President of
the Company and of the chief financial or chief accounting officer of
the Company confirming that the certificate delivered at Closing Time
pursuant to Section 6(d) hereof remains true as of such Date of
Delivery.

(ii) Certificate of Selling Stockholders. A
certificate, dated such Date of Delivery, of each of the Selling
Stockholders confirming that the certificate delivered at Closing Time
pursuant to Section 6(e) hereof remains true and correct as of such
Date of Delivery.

(iii) Opinion of Counsel for the Company and
Selling Stockholders. The favorable opinion of Xxxxxxx & Xxxxx
L.L.P., counsel for the Company, in form and substance reasonably
satisfactory to the Lead Managers, dated such Date of Delivery,
relating to the International Option Securities and otherwise to the
same effect as the opinion required by Section 6(b)(i) hereof.

(iv) Opinion of Counsel for the Company. The
favorable opinion of Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxx, XxXxxxxx & Xxxxx,
counsel for the Company, in form and substance reasonably satisfactory
to the Lead Managers, dated such Date of Delivery, relating to the
International Option Securities and otherwise to the same effect as
the opinion required by Section 6(b)(ii) hereof.

(v) Opinion of Counsel for the International
Managers. The favorable opinion of Xxxxx & Xxxxx, L.L.P., counsel for
the International Managers, dated such Date of Delivery, relating to
the International Option Securities and otherwise to the same effect
as the opinion required by Section 6(c) hereof.

(vi) Bring-down Comfort Letter. A letter, dated
as of such Date of Delivery, from Xxxxxx Xxxxxxxx LLP, in form and
substance reasonably satisfactory to the Lead Managers, substantially
the same in scope and substance as the letter furnished pursuant to
Section 6(g) hereof, except that the "specified date" in such letter
shall be a date not more than three days prior to such Date of
Delivery.

(n) Termination of Agreement. If any condition specified
in this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement may be terminated by the Lead Managers by notice to
the Company at any time at or prior to Closing Time, and such termination shall
be without liability of any party to any other party except as provided in
Section 5 hereof. Notwithstanding any such termination, the provisions of
Sections 7, 8 and 9 hereof shall remain in effect.

28
SECTION 7. Indemnification.

(a) Indemnification of International Managers. The
Company agrees to indemnify and hold harmless each International Manager and
each person, if any, who controls any International Manager within the meaning
of Section 15 of the 1933 Act to the extent and in the manner set forth in
clauses (i), (ii) and (iii) below. In addition, subject to the provisions of
this Section 7, each Selling Stockholder, severally and not jointly, agrees to
indemnify and hold harmless each International Manager and each person, if any,
who controls any International Manager within the meaning of Section 15 of the
1933 Act as follows:

(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of or based
upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment
thereto), including the information deemed to be part of the
Registration Statement pursuant to Rule 430A(b) of the 1933 Act
Regulations, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out
of any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectuses (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the written
consent of the Company and the Selling Stockholders; and

(iii) against any and all expense whatsoever, as
incurred (including the fees and expenses of counsel chosen by the
Lead Managers), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and conformity with written information furnished to the Company by any
International Manager through Xxxxxxx Xxxxx expressly for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectuses (or any amendment or supplement thereto). The foregoing
indemnity with respect to any untrue statement contained in or omission from a
preliminary prospectus shall not inure to the benefit of any

29
International Manager (or any person controlling such International Manager)
from whom the person asserting any such loss, liability, claim, damage or
expense purchased any of the International Securities which are the subject
thereof if the Company or the Selling Stockholders shall sustain the burden of
proving that such person was not sent or given a copy of the International
Prospectus (or the International Prospectus as amended or supplemented) (in
each case exclusive of the documents from which information is incorporated by
reference) at or prior to the written confirmation of the sale of such
International Securities to such person and the untrue statement contained in
or omission from such preliminary prospectus was corrected in the International
Prospectus (or the International Prospectus amended or supplemented).

In making a claim for indemnification under this Section 7
(other than pursuant to clause (a)(iii) of this Section 7) or contribution
under Section 8 by the Company or the Selling Stockholders, the indemnified
parties may proceed against either (i) both the Company and the Selling
Stockholders or (ii) the Company only, but may not proceed solely against the
Selling Stockholders. In the event that the indemnified parties are entitled
to seek indemnity or contribution hereunder against any loss, liability, claim,
damage and expense incurred with respect to a final judgment from a trial court
then, as a precondition to any indemnified party obtaining indemnification or
contribution from either of the Selling Stockholders (but not the Company
alone), the indemnified parties shall first obtain a final judgment from a
trial court that such indemnified parties are entitled to indemnity or
contribution under this Agreement with respect to such loss, liability, claim,
damage or expense (the "Final Judgment") from the Company and the Selling
Stockholders and shall seek to satisfy such Final Judgment in full from the
Company by making a written demand upon the Company for such satisfaction.
Only in the event such Final Judgment shall remain unsatisfied in whole or in
part 45 days following the date of receipt by the Company of such demand shall
any indemnified party have the right to take action to satisfy such Final
Judgment by making demand directly on the Selling Stockholders (but only if and
to the extent the Company has not already satisfied such Final Judgment,
whether by settlement, release or otherwise). The indemnified parties may
exercise this right to first seek to obtain payment from the Company and
thereafter obtain payment from the Selling Stockholders without regard to the
pursuit by any party of its rights to the appeal of such Final Judgment. The
indemnified parties shall, however, be relieved of their obligation to first
obtain a Final Judgment, seek to obtain payment from the Company with respect
to such Final Judgment or, having sought such payment, to wait such 45 days
after failure by the Company to immediately satisfy any such Final Judgment if
(i) the Company files a petition for relief under the United States Bankruptcy
Code (the "Bankruptcy Code"), (ii) an order for relief is entered against the
Company in an involuntary case under the Bankruptcy Code and the continuance in
effect of such order for 60 consecutive days, (iii) the Company makes an
assignment for the benefit of its creditors, or (iv) any court orders or
approves the appointment of a receiver or custodian for the Company or a
substantial portion of its assets and the continuance in effect of such order
for 60 consecutive days. The foregoing provisions of this paragraph are not
intended to require any indemnified party to obtain a Final Judgment against
the Company or the Selling Stockholders before obtaining reimbursement of
expenses pursuant to clause (a)(iii) of this Section 7. However, the
indemnified parties shall first seek to obtain such reimbursement in full from
the Company by making a written demand upon the Company for such

30
reimbursement. Only in the event such expenses shall remain unreimbursed in
whole or in part 45 days following the date of receipt by the Company of such
demand shall any indemnified party have the right to receive reimbursement of
such expenses from the Selling Stockholders by making written demand directly
on the Selling Stockholders (but only if and to the extent the Company has not
already satisfied the demand for reimbursement, whether by settlement, release
or otherwise). The indemnified parties shall, however, be relieved of their
obligation to first seek to obtain such reimbursement in full from the Company
or, having made written demand therefor, to wait such 45 days after failure by
the Company to immediately reimburse such expenses if (i) the Company files a
petition for relief under the Bankruptcy Code, (ii) an order for relief is
entered against the Company in an involuntary case under the Bankruptcy Code
and the continuance in effect of such order for 60 consecutive days, (iii) the
Company makes an assignment for the benefit of its creditors, or (iv) any court
orders or approves the appointment of a receiver or custodian for the Company
or a substantial portion of its assets and the continuance in effect of such
order for 60 consecutive days.

(b) Indemnification of Company, Directors and Officers
and Selling Stockholders. Each International Manager agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act, and each
Selling Stockholder against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the International Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such International Manager
through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the International
Prospectus (or any amendment or supplement thereto).

(c) Actions Against Parties; Notification. Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify the indemnifying
party shall not relieve such indemnifying party from any liability which it may
have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7(a) above, counsel to the indemnified
parties shall be selected by Xxxxxxx Xxxxx, and, in the case of parties
indemnified pursuant to Section 7(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its
own expense in the defense of such action. In no event shall the indemnifying
party be liable for the fees and expenses of more than one counsel (in addition
to any local counsel) separate from its own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section

31
7 or Section 8 hereof (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse.
If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of
the nature contemplated by Section 7(a)(ii) effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement. Notwithstanding the immediately
preceding sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel, an indemnifying party shall not be liable for any
settlement of the nature contemplated by Section 7(a)(ii) effected without its
consent if such indemnifying party (i) reimburses such indemnified party in
accordance with such request to the extent it considers such request to be
reasonable and (ii) provides written notice to the indemnified party
substantiating the unpaid balance as unreasonable, in each case prior to the
date of such settlement.

(e) Limitation of Selling Stockholder Liability. No
Selling Stockholder shall be responsible for the payment of an amount, pursuant
to this Section 7, which exceeds the net proceeds received by such Selling
Stockholder from the sale of the Securities by such Selling Stockholder
hereunder.

SECTION 8. Contribution. In order to provide for just
and equitable contribution in circumstances in which the indemnity agreement
provided for in Section 7 hereof is for any reason held to be unenforceable by
the indemnified parties although applicable in accordance with its terms, the
Company, the Selling Stockholders and the International Managers shall
contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company
and the Selling Stockholders and one or more of the International Managers, as
incurred, in such proportions that (i) the International Managers are
responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectuses bears to
the initial public offering price appearing thereon and (ii) the Company and
the Selling Shareholders are severally responsible for the balance on the same
basis as each of them would have been obligated to provide indemnification
pursuant to Section 7; provided, however, that no person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) by a court of competent jurisdiction shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding the provisions of this Section 8, (a) no International Manager
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and

32
distributed to the public were offered to the public exceeds the amount of any
damages which such International Manager has otherwise been required to pay in
respect of such losses, liabilities, claims, damages and expenses and (b) no
Selling Stockholder shall be required to contribute any amount in excess of the
amount by which the proceeds received by such Selling Stockholder in connection
herewith exceed the aggregate amount such Selling Stockholder has otherwise
paid pursuant hereto and to Section 7(a). For purposes of this Section, each
person, if any, who controls a International Manager within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as the Company.

SECTION 9. Representations, Warranties and Agreements
to Survive Delivery. All representations, warranties and agreements contained
in this Agreement, or contained in certificates of officers of the Company or
certificates of the Selling Stockholders submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any International Manager or controlling person, or by
or on behalf of the Company or the Selling Stockholders, and shall survive
delivery of the Securities to the International Managers.

SECTION 10. Termination of Agreement.

(a) The Lead Managers may terminate this Agreement, by
notice to the Company and the Selling Stockholders, at any time at or prior to
Closing Time (i) if there has been, since the date of this Agreement or since
the respective dates as of which information is given in the Registration
Statement and the Prospectuses, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its Subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, or (ii) if there has
occurred any material adverse change in the financial markets of the United
States or internationally or any outbreak or escalation of hostilities or other
calamity or crisis, the effect of which is such as to make it, in the judgment
of the Lead Managers, impracticable to market the Securities or enforce
contracts for the sale of the Securities, or (iii) if trading in the Common
Stock has been suspended by the Commission or any exchange, or (iv) if trading
generally on either the New York Stock Exchange, the American Stock Exchange or
the Nasdaq National Market has been suspended, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have been
required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium has been declared by
either federal, New York, Delaware or Louisiana authorities, the effect of
which is such as to make it, in the judgment of the Lead Managers,
impracticable to market the Securities or enforce contracts for the sale of the
Securities.

(b) If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 5 hereof.

33
Notwithstanding any such termination, the provisions of Sections 7, 8 and 9
hereof shall remain in effect.

SECTION 11. Default by One or More of the International
Managers. If any one of the International Managers shall fail to purchase and
pay for any of the Securities agreed to be purchased by such International
Manager under this Agreement (the "Defaulted Securities") and such failure to
purchase shall constitute a default in the performance of its obligations
hereunder and thereunder, the remaining International Managers or Lead Managers
shall have the right, within 48 hours thereafter, to make arrangements for one
or more of the non-defaulting International Managers or any other International
Managers to purchase all, but not less than all, of the Defaulted Securities in
such amounts as may be agreed upon and upon the terms herein set forth; if,
however, the International Managers or Lead Managers shall not have completed
such arrangements within said 48-hour period, then:

(a) if the number of Defaulted Securities does not exceed
10% of the number of International Securities to be purchased on such date, the
non-defaulting International Managers shall be obligated, severally and not
jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting International Managers, or

(b) if the number of Defaulted Securities exceeds 10% of
the number of International Securities to be purchased on such date, this
Agreement or, with respect to any Date of Delivery which occurs after the
Closing Time, the obligation of the International Managers to purchase and of
the Selling Stockholder to sell the International Option Securities to be
purchased and sold on such Date of Delivery, shall terminate without liability
on the part of any non-defaulting International Manager.

No action taken pursuant to this Section shall relieve any
defaulting International Manager from any liability it may have hereunder in
respect of its default.

In the event of any such default which does not result in a
termination of this Agreement, each of the Lead Managers or the Company shall
have the right to postpone Closing Time for a period not exceeding seven days
in order to effect any required changes in the Registration Statement or the
Prospectuses or in any other documents or arrangements.

SECTION 12. Default by One or More of the Selling
Stockholders or the Company. If a Selling Stockholder shall fail at Closing
Time or at a Date of Delivery to sell and deliver the number of Securities
which such Selling Stockholder is obligated to sell hereunder, and the other
Selling Stockholders do not exercise the right hereby granted to increase, pro
rata or otherwise, the number of Securities to be sold by them hereunder to the
total number to be sold by all Selling Stockholders as set forth in Schedule B
hereto, then the International Managers may, at their option, by notice from
the Lead Managers to the Company and the non-defaulting Selling Stockholders,
either (a) terminate this Agreement without any liability on the part of any
non-

34
defaulting party or (b) elect to purchase the Initial Securities which the
Company and the non-defaulting Selling Stockholders have agreed to sell
hereunder.

In the event of a default by any Selling Stockholder as
referred to in this Section, each of the Lead Managers, the Company and the
non-defaulting Selling Stockholders shall have the right to postpone Closing
Time for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectuses or in any other documents
or arrangements.

If the Company shall fail at Closing Time to sell and deliver
the number of Securities which it is obligated to sell hereunder, then this
Agreement shall terminate without any liability on the part of any
non-defaulting party.

No action taken pursuant to this Section shall relieve the
Company or any Selling Stockholder or Selling Stockholders so defaulting from
liability, if any, in respect of such default.

SECTION 13. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the International Managers shall be directed to the Lead Managers
c/x Xxxxxxx Xxxxx & Co./Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxxxx Xxxxx World Headquarters, North Tower, World Financial Center, New
York, New York 10281, to the attention of Xxxxxxx Xxxxxxx, Syndicate
Department; notices to the Company shall be directed to it at 000 Xxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, to the attention of Xxxxxx X.
Xxxxxx; and notices to the Selling Stockholders shall be directed to them in
care of the Company at 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx
00000.

SECTION 14. Parties. This Agreement shall each inure to
the benefit of and be binding upon the International Managers, the Company and
the Selling Stockholders and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the International Managers, the Company
and the Selling Stockholders and their respective successors and the
controlling persons and officers and directors referred to in Sections 7 and 8
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the International
Managers, the Company and the Selling Stockholders and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm
or corporation. No purchaser of Securities from any International Manager shall
be deemed to be a successor by reason merely of such purchase.

SECTION 15. Governing Law and Time. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE

35
PERFORMED IN SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Except where otherwise provided, specified times of day refer to New York City
time.

SECTION 16. Effect of Headings. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

36
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Company, each of the Selling Stockholders and each of the
International Managers in accordance with its terms.

Very truly yours,

OCEAN ENERGY, INC.,
a Delaware corporation

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

SELLING STOCKHOLDERS

----------------------------------------
Xxxxx X. Xxxxxx

----------------------------------------
Xxxxxxx X. Xxxxxxxxx, Xx.

----------------------------------------
Xxxxxx X. Xxxx

37
CONFIRMED AND ACCEPTED,
as of the date first above written:

By: Xxxxxxx Xxxxx International

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

For themselves and as Lead Managers of the other
International Managers named in Schedule A hereto.

38
SCHEDULE A

Number of Initial
International
Name of International Manager Securities to be Purchased
------------------------------ --------------------------

Xxxxxxx Xxxxx International . . . . . . . . . . . . . . . . . . . .
Xxxxxx Brothers International (Europe) . . . . . . . . . . . . . .
Howard, Weil, Xxxxxxxxx, Xxxxxxxxxx Incorporated . . . . . . . . .
Xxxxxx Xxxxxxx & Co. International Limited . . . . . . . . . . . .
Xxxxxx, Xxxxxxx & Co., Inc. . . . . . . . . . . . . . . . . . . . .
Xxxxx Xxxxxx Inc. . . . . . . . . . . . . . . . . . . . . . . . . .

-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820,000
=======

SCHEDULE B

Maximum Number of
Number of Initial of International
International Option Securities
Name Securities to be Sold to be Sold
---- --------------------- ----------------------

Xxxxx X. Xxxxxx 104,000 123,000
Xxxxxxx X. Xxxxxxxxx, Xx. 12,000 0
Xxxxxx X. Xxxx 4,000 0
------- -------

Total 120,000 123,000
======= =======

40
SCHEDULE C

820,000 SHARES

OCEAN ENERGY, INC.
(A DELAWARE CORPORATION)

COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

(i) The public offering price per share of the
Securities, determined as provided in Section 2, shall be $___________.

(ii) The purchase price per share for the International
Securities to be paid by the several International Managers shall be
$___________, being an amount equal to the initial public offering price set
forth above less $___________ per share; provided that the purchase price per
share for any International Option Securities purchased upon the exercise of
the over-allotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the
Company and payable on the Initial International Securities but not payable on
the International Option Securities.

41
EXHIBIT A

FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 6(b)(i)

(i) The Company has been duly organized and is validly existing as
a corporation in good standing under the laws of the State of Delaware.

(ii) The Company has full corporate power and authority to own,
lease and operate its properties and to conduct its business as described in
the Registration Statement and the Prospectuses and to enter into and perform
its obligations under the International Purchase Agreement and the U.S.
Purchase Agreement.

(iii) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectuses under "Capitalization" (except for
issuances, if any, subsequent to the date of the Prospectus pursuant to
reservations, agreements or employee benefit plans referred to in the
Prospectus) and the shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable.

(iv) The International Purchase Agreement and the U.S. Purchase
Agreement have been duly and validly authorized, executed and delivered by the
Company and each of the Selling Stockholders.

(v) The Securities to be sold by the Company have been duly
authorized for issuance by the Company and sale to the International Managers
and the U.S. Underwriters pursuant to the International Purchase Agreement and
the U.S. Purchase Agreement, respectively, and, when issued and delivered by
the Company pursuant to the International Purchase Agreement and the U.S.
Purchase Agreement against payment of the consideration set forth therein, such
Securities will be validly issued and fully paid and nonassessable.

(vi) The issuance of the Securities to be sold by the Company under
the International Purchase Agreement and the U.S. Purchase Agreement is not
subject to preemptive or other similar rights to subscribe to or purchase the
same arising by operation of law, under the charter or by-laws of the Company
or, to the best of our knowledge and information, otherwise.

(vii) The Registration Statement has become effective under the 1933
Act; any required filings of the Prospectuses or any supplements thereto
pursuant to Rule 424(b) of the 1933 Act Regulations have been made in the
manner and in the time period required by said Rule 424(b); and, after due
inquiry, to our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings
therefor have been initiated or threatened by the Commission.

A-1

42
(viii) At the time the Registration Statement became effective, the
Registration Statement and the Prospectuses and any supplements or amendments
thereto (other than the financial statements and notes thereto and related
schedules and other financial data included therein and the reserve data
included therein, as to which no opinion need be rendered) complied as to form
in all material respects with the applicable requirements of the 1933 Act and
the 1933 Act Regulations.

(ix) Each document filed pursuant to the 1934 Act (other than
financial statements and notes thereto and related schedules and other
financial data included therein and the reserve data included therein, as to
which no opinion need be rendered), and incorporated by reference or deemed
incorporated by reference in the Prospectuses at the time of filing complied as
to form in all material respects with the 1934 Act and the 1934 Act
Regulations.

(x) No authorization, approval, consent or order of any court or
governmental authority or agency is required in connection with the execution,
delivery and performance of the International Purchase Agreement and the U.S.
Purchase Agreement or the offering, issuance or sale of the Securities by the
Company to the International Managers and the U.S. Underwriters under the
International Purchase Agreement and the U.S. Purchase Agreement, respectively,
except such as may be required under the 1933 Act, the 1933 Act Regulations,
the 1934 Act or the 1934 Act Regulations, and state or foreign securities laws
for the offering and sale of the Securities; and the execution, delivery and
performance of the International Purchase Agreement and the U.S. Purchase
Agreement by the Company and the issuance and sale of the Securities under the
International Purchase Agreement and the U.S. Purchase Agreement and the
consummation of the other transactions contemplated therein, and compliance by
the Company with its obligations thereunder, will not conflict with or
constitute a breach or violation of, or default under, or give rise to any
right of termination or acceleration under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
the Company pursuant to, any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument or agreement to which it is a party
or by which it may be bound, or to which any of the property or assets of the
Company is subject, nor will such action conflict with or result in any breach
or violation of the provisions of the charter or by-laws of the Company, or of
any applicable law, administrative regulation or, to our best knowledge and
information, any administrative or court decree.

(xi) The Common Stock conforms as to legal matters to the
description thereof contained in the Company's Registration Statement on Form
8-A dated March 8, 1996, and the form of certificate used to evidence the
Common Stock is in due and proper form and complies with all applicable
statutory requirements.

(xii) To our best knowledge and information, there are no legal or
governmental proceedings pending or threatened against the Company that are
required to be disclosed in the Prospectuses, other than those disclosed
therein.

(xiii) To our best knowledge and information, the Company is not in
violation of its charter or by-laws.

A-2

43
(xiv) To our best knowledge and information, there are no contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Registration Statement or the
Prospectuses or to be filed as exhibits to or incorporated by reference into
the Registration Statement other than those described or referred to therein or
filed as exhibits or incorporated by reference thereto, and the descriptions
thereof or references thereto are correct.

(xv) The information in the Prospectuses under the caption
"Business and Properties - Governmental Regulation" and "Business and
Properties - Environmental Matters" to the extent that it describes statutes or
regulations, documents or legal or governmental proceedings, has been reviewed
by such counsel and is correct in all material respects.

(xvi) To our best knowledge and information, no holder of securities
of the Company has rights to require the registration of such securities as a
result of the filing of the Registration Statement, or in connection with the
offering of the Securities that have not been either complied with or duly and
effectively waived.

(xvii) No authorization, approval, consent or order of any court or
governmental authority or agency is required in connection with the execution,
delivery and performance of the International Purchase Agreement and the U.S.
Purchase Agreement or the offering or sale of the Securities by the Selling
Stockholders to the International Managers under the International Purchase
Agreement and the to the U.S. Underwriters under the U.S. Purchase Agreement,
except such as may be required under the 1933 Act, the 1933 Act Regulations,
the 1934 Act or the 1934 Act Regulations, and state or foreign securities laws
for the offering and sale of the Securities; and the execution, delivery and
performance of the International Purchase Agreement and the U.S. Purchase
Agreement by the Selling Stockholders and the sale of the Securities by the
Selling Stockholders under the International Purchase Agreement and the U.S.
Purchase Agreement and the consummation of the other transactions contemplated
therein, and compliance by the Selling Stockholders with its obligations
thereunder, will not conflict with or constitute a breach or violation of, or
default under, or give rise to any right of termination or acceleration under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Selling Stockholders pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or other instrument
or agreement to which either of them is a party or by which either of them may
be bound, or to which any of the property or assets of the Selling Stockholders
is subject, nor will such action conflict with or result in any breach or
violation of any applicable law, administrative regulation or, to our best
knowledge and information, any administrative or court decree.

(xviii) Immediately prior to the consummation of the transactions
contemplated by the International Purchase Agreement and the U.S. Purchase
Agreement, each Selling Stockholder was the sole record owner of the Securities
to be sold by such Selling Stockholder under the International Purchase
Agreement and the U.S. Purchase Agreement; upon delivery of the Securities to
be sold by the Selling Stockholders under the International Purchase Agreement
and the U.S. Purchase Agreement and payment of the purchase price therefor as
contemplated by the International Purchase Agreement and the U.S. Purchase
Agreement, assuming (a) the International Managers have

A-3

44
purchased the Securities for value and without notice of any adverse claim or
actual knowledge of a restriction on transfer and (b) the certificates
evidencing the Securities are registered in the name of the International
Managers or endorsed to the International Managers, (i) the International
Managers will have acquired all rights of such Selling Stockholder in the
Securities free of any adverse claim, any lien in favor of the Company and any
restrictions on transfer imposed by the Company and (ii) the owner of the
Securities, if other than such Selling Stockholder, is precluded from asserting
against the International Managers the ineffectiveness of any unauthorized
endorsement or instruction.

(xix) The Selling Stockholders have all necessary power and
authority to enter into and perform their respective obligations under the
International Purchase Agreement and the U.S. Purchase Agreement.

In addition, we have participated in the preparation of the
Registration Statement and Prospectuses and, although we are not passing upon,
and do not assume responsibility for the accuracy, completeness or fairness of,
any portion of the Registration Statement and the Prospectuses (relying to a
large extent as to factual matters upon certificates of officers and directors
of the Company and certificates of the Selling Stockholders), nothing has come
to our attention that causes us to believe that the Registration Statement
(except for financial statements and schedules and the notes thereto and other
financial data included therein and the reserve data included therein, as to
which we make no statement), at the time it became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectuses (except for financial statements and
schedules and the notes thereto and other financial data included therein and
the reserve data included therein, as to which we make no statement), at the
time the Prospectuses were issued or at Closing Time, included or includes an
untrue statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

In giving such opinions, Xxxxxxx & Xxxxx L.L.P. may state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and its
Subsidiaries and certificates of public officials; provided that such
certificates have been delivered to the Lead Managers.

A-4

45
EXHIBIT B

FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 6(b)(ii)

(i) Ocean Energy, Inc., a Louisiana corporation ("OEI Louisiana")
has been duly organized and is validly existing as a corporation in good
standing under the laws of the state of Louisiana.

(ii) The Company is not required to qualify as a foreign
corporation to transact business in the state of Louisiana.

(iii) To our best knowledge and information, OEI Louisiana is not in
violation of its charter or by-laws.

Nothing has come to our attention that causes us to believe that the
Registration Statement (except for financial statements and schedules and the
notes thereto and other financial data included therein and the reserve data
included therein, as to which we make no statement), at the time it became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectuses (except for
financial statements and schedules and the notes thereto and other financial
data included therein and the reserve data included therein, as to which we
make no statement), at the time the Prospectuses were issued or at Closing
Time, included or includes an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

In giving such opinions, Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxx, XxXxxxxx &
Xxxxx may state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of officers of
the Company and its Subsidiaries and certificates of public officials; provided
that such certificates have been delivered to the Lead Managers.

B-1

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820,000 SHARES COMMON STOCK

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