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EXHIBIT 2.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This Agreement is the First Amendment to the Stock Purchase
Agreement dated October 7, 1996, by and between NDE Environmental Corporation,
a Delaware corporation ("Buyer"), and Tanknology Environmental, Inc., a Texas
corporation ("Seller") (the "Stock Purchase Agreement") and evidences the
following:
1. Seller confirms that Tanknology Corporation International,
a Delaware corporation, owns all of the issued and outstanding stock of
Tanknology Canada (1988), Inc., a Canadian corporation. It is therefore deemed
advisable by the parties to amend the Stock Purchase Agreement to insert the
phrase ", directly or indirectly," after the third word of the second paragraph
on the first page of the Stock Purchase Agreement and in Section 4.8 of the
Stock Purchase Agreement after the second word of the third sentence. As a
result, in both of those sentences, the phrase "Seller owns" shall hereafter be
modified by the phrase ", directly or indirectly,". Buyer and Seller hereby
reaffirm each and every other provision of the Stock Purchase Agreement, as so
amended.
2. Attached hereto, as of the date hereof, are new Schedules
replacing in their entirety any previous schedules of the same number
delivered at the time of execution and delivery of the original Stock Purchase
Agreement: Schedules 4.7, 4.8, 4.10, 4.11 and 6.13. In addition, attached
hereto is a revised Item 7--Detail of Capitalization of Subsidiaries,
correcting certain errors set out in the original.
EXECUTED as of this 25th day of October, 1996.
NDE ENVIRONMENTAL CORPORATION
By: /s/ XXX XXXXX XXXXXXX
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Name: Xxx Xxxxx Xxxxxxx
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Title: Chairman of the Board
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TANKNOLOGY ENVIRONMENTAL, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: President
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