EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF APRIL 10, 1998

EXHIBIT 2.2

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF APRIL 10, 1998

BY AND AMONG

OEI INTERNATIONAL, INC.

PEI ACQUISITION, INC.

PETROCON ENGINEERING, INC.

AND

CERTAIN OF ITS

STOCKHOLDERS

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made as
of April 10, 1998, among OEI INTERNATIONAL, INC., a Delaware corporation
("OEI"), PEI ACQUISITION, INC., a Texas corporation and a wholly owned
subsidiary of OEI ("NEWCO"), PETROCON ENGINEERING, INC., a Texas corporation
(the "COMPANY"), and the persons listed on the signature pages of this Agreement
under the caption "STOCKHOLDERS" (collectively, the "STOCKHOLDERS," and each of
them, individually, a "STOCKHOLDER").

PRELIMINARY STATEMENTS

The parties to this Agreement wish to effect a business combination
pursuant to which:

(i) Newco will merge into the Company (the "MERGER") on
the terms and subject to the conditions of this Agreement;

(ii) OEI, VIA mergers involving other OEI subsidiaries,
will acquire the stock of all or some of the entities other than
the Company identified in the accompanying Addendum I (each an
"OTHER FOUNDING COMPANY" and, collectively with the Company, the
"FOUNDING COMPANIES") under agreements similar to this Agreement
entered into among the Other Founding Companies, their
stockholders, OEI and other subsidiaries of OEI (collectively,
the "OTHER AGREEMENTS"); and

(iii) OEI will effect a public offering of shares of its
common stock.

The respective boards of directors of OEI, Newco and the Company have
approved and adopted this Agreement to effect a transaction involving a transfer
of the nature described in Section 351 of the Code.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and undertakings contained in this Agreement, the
parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms have the meanings assigned to them below in this Section 1.01:

"AGREEMENT" means this Agreement, including the Disclosure
Statement relating to this Agreement and all attached Schedules,
Addendum, Annexes and Exhibits, as each of

them may be amended, modified or supplemented from time to time under
their provisions or the provisions of this Agreement.

"ALLIANCE GROUP" means Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx,
Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx X.
Xxxxxxxxxxx, M. Xxxxx Xxxx, and Xxxxxxx X. Xxxxxx.

"BUSINESS CORPORATION ACT" means the Texas Business Corporation
Act.

"CEILING AMOUNT" means $31,789,500.

"CLOSING" has the meaning specified in Section 7.01(a).

"CLOSING MEMORANDUM" means the form of closing memorandum to be
prepared by OEI for the Closing, in which there shall be included the
forms of certificates of officers, the opinions of counsel and certain
other documents to be delivered at the Closing as provided in Article
VII.

"COMPANY COMMON STOCK" means the common stock, $1.00 par value
per share, of the Company.

"COMPANY PREFERRED STOCK" means the preferred stock, $1.00 par
value per share, of the Company.

"COUNSEL FOR OEI AND NEWCO" means Xxxxxx & Xxxxxx, L.L.P.

"COUNSEL FOR THE COMPANY AND THE STOCKHOLDERS" means Gardere &
Xxxxx, L.L.P.

"CURRENT BALANCE SHEET" means the audited balance sheet of the
Company at December 31, 1997, which is included in the Initial Financial
Statements.

"CURRENT BALANCE SHEET DATE" means December 31, 1997.

"CURRENT DATE" means any day during the 20-day period ending on
the date of the Closing.

"DERIVATIVE SECURITY CONVERSION RATIO means 0.68060125.

"DISCLOSURE STATEMENT" means the written statement executed, for
identification purposes only, by an officer of the Company and delivered
to OEI prior to the execution and delivery of this Agreement, in which
either (a) exceptions are taken to each of certain of the
representations and warranties made by the Company and the Stockholders
in this

Agreement or (b) it is confirmed that no exception is taken to that
representation and warranty.

"EXISTING EMPLOYMENT AGREEMENTS" mean the Employment Agreements
between the Company and Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx, respectively, more fully
described in Schedule 4.11.

"EXISTING STOCK OPTION PLAN" means the Company's Amended and
Restated Stock Option Plan dated September 20, 1996, as amended by
Amendment No. 1 dated January 29, 1997, and Amendment No. 2 dated
November 21, 1997.

"FAMILY PARTNERSHIP AFFILIATE" means, with respect to X. X.
Xxxxxx Family Partnership, Ltd., The Xxxxxxxx X. Xxxxxxxx Family Limited
Partnership, Ltd. and The Xxxx Xxxxx Family Limited Partnership, Ltd.,
Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxx, respectively.

"FAMILY PARTNERSHIPS" means X. X. Xxxxxx Family Partnership,
Ltd., The Xxxxxxxx X. Xxxxxxxx Family Limited Partnership, Ltd. and The
Xxxx Xxxxx Family Limited Partnership, Ltd., each of which is a
Stockholder.

"INITIAL FINANCIAL STATEMENTS" means the audited balance sheets
of the Company at December 31, 1997 and 1996 and the related audited
statements of income, stockholders' equity and cash flows for each of
the Company's three fiscal years in the three-year period ended December
31, 1997, together with the related audit report of Xxxxxx Xxxxxxxx LLP.

"ISOs" means the currently outstanding employee incentive stock
options for the purchase of an aggregate 596,053 shares of Company
Common Stock granted under the Existing Stock Option Plan.

"LIMITATION PERIOD" has the meaning specified in Section 11.18.

"MAJORITY STOCKHOLDERS" means any Stockholder or combination of
Stockholders who at the date of this Agreement own shares of Company
Common Stock representing more than two-thirds of the total number of
shares of Company Common Stock outstanding at the date of this
Agreement.

"MERGER CONSIDERATION" has the meaning specified in Section 2.04.

"NEW EMPLOYMENT AGREEMENTS" means the Employment Agreements dated
as of April 10, 1998, but to be effective as of the Closing, between the
Company and Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx,
respectively.

"NEWCO" means PEI Acquisition, Inc., a Texas corporation.

"NSOs" means the currently outstanding employee nonqualified
stock options for the purchase of an aggregate 532,925 shares of Company
Common Stock granted under the Existing Stock Option Plan.

"OEI" means OEI International, Inc., a Delaware corporation.

"OEI ACQUISITION CANDIDATE" means any Entity engaged in the
Practice of Engineering and which shall have been called on by any of
the Company, OEI or a Subsidiary of the Company or OEI in connection
with the possible acquisition by any of them of that Entity or with
respect to which any of them has made an acquisition analysis.

"OEI INCENTIVE PLAN" means the 1998 Incentive Plan of OEI.

"OTHER STOCKHOLDERS" means at any time all Persons, other than
the Stockholders, who own shares of Company Common Stock at such time.

"OUTSTANDING DERIVATIVE SECURITIES" means collectively, the ISOs,
NSOs and Warrants.

"PARTIES" means the parties to this Agreement.

"PRO RATA SHARE" means for each Stockholder and each Other
Stockholder the fraction expressed as a percentage (a) the numerator of
which is the number of shares of outstanding Company Common Stock owned
by that Stockholder or Other Stockholder immediately prior to the
Effective Time, and (b) the denominator of which is the total number of
shares of outstanding Company Common Stock owned by all Stockholders and
all Other Stockholders immediately prior to the Effective Time.

"RESPONSIBLE OFFICER" means either of Xxxxxxx X. Xxxxxx or Xxxx
X. Xxxxx.

"RESTRICTED STOCKHOLDER" has the meaning specified in Section
10.01.

"SCHEDULED AGREEMENTS" means the agreements described in Schedule
4.11.

"STOCKHOLDER PRO RATA SHARE" means for each Stockholder the
fraction expressed as a percentage (a) the numerator of which is the
number of shares of outstanding Company Common Stock owned by that
Stockholder immediately prior to the Effective Time, and (b) the
denominator of which is the total number of shares of outstanding
Company Common Stock owned by all Stockholders immediately prior to the
Effective Time.

"SHAREHOLDERS' AGREEMENT" means the Amended and Restated
Shareholders' Agreement dated as of April 17, 1997, among the Company
and each of the Stockholders and Other Stockholders.

"SUBSTITUTE DERIVATIVE SECURITIES" means collectively, the
Substitute ISOs, Substitute NSOs and Substitute Warrants.

"SUBSTITUTE ISOs" means employee incentive stock options to be
issued pursuant to the OEI Incentive Plan for the purchase of shares of
OEI Common Stock in exchange for the ISOs as provided in Section 2.07.

"SUBSTITUTE NSOs" means employee nonqualified stock options to be
issued pursuant to the Incentive Plan for the purchase of shares of OEI
Common Stock in exchange for the NSOs as provided in Section 2.07.

"SUBSTITUTE WARRANT AGREEMENT" means the Warrant Agreement in
substantially the form of Exhibit 1.01-A to be entered into at the
Closing among the Company, Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx.

"SUBSTITUTE WARRANTS" means the warrants for the purchase of OEI
Common Stock to be issued pursuant to the Substitute Warrant Agreement
in exchange for the Warrants as provided in Section 2.07.

"SURVIVING CORPORATION" means the Company, which is to be
designated in the Certificate of Merger as the surviving corporation of
the Merger.

"TERRITORY" has the meaning specified in Section 10.01(a).

"THRESHOLD AMOUNT" means $847,700.

"TRANSFER TAXES" has the meaning specified in Section 11.07.

"TRANSFERORS' AGREEMENT" means the Transferors' Agreement and
Plan of Transfer entered into as of April 10, 1998, among OEI, the
Stockholders and the other Persons party thereto.

"UNIFORM PROVISIONS" means the Uniform Provisions for the
Acquisition of Founding Companies attached as Annex 1 to this Agreement.

"WARRANTS" means the currently outstanding warrants for the
purchase of an aggregate of 525,386 shares of Company Common Stock
granted under the Warrant Agreement between the Company and Xxxxxx X.
Xxxxx and Xxxxxx X. Xxxxx dated October 17, 1996.

Section 1.02. DEFINITIONS IN UNIFORM PROVISIONS. Capitalized terms used
in this Agreement but not defined in this Section 1.01 have the meanings
assigned to them in the Preliminary Statements or in Article I of the Uniform
Provisions (the text of which is by this reference incorporated in this
Agreement), as the case may be.

ARTICLE II

THE MERGER AND RELATED MATTERS

Section 2.01. CERTIFICATE OF MERGER. On the terms and subject to the
conditions of this Agreement, the Company will cause a Certificate of Merger to
be duly executed and delivered on or promptly after the date of the Closing to
the Secretary of State of the State of Texas.

Section 2.02. THE EFFECTIVE TIME. The effective time of the Merger (the
"EFFECTIVE TIME") will be the time on the IPO Closing Date which the Certificate
of Merger specifies or, if the Certificate of Merger does not specify another
time, 8:00 a.m., eastern time, on the IPO Closing Date.

Section 2.03. CERTAIN EFFECTS OF THE MERGER. At and as of the Effective
Time, (a) Newco will be merged with and into the Company in accordance with the
provisions of the Business Corporation Act, (b) Newco will cease to exist as a
separate legal entity, (c) the certificate or articles of incorporation of the
Company will be amended to change its authorized capital stock to 1,000 shares,
par value $1.00 per share, of Common Stock, (d) the Company will be the
Surviving Corporation and, as such, will, all with the effect provided by the
Business Corporation Act, (i) possess all the properties and rights, and be
subject to all the restrictions and duties, of the Company and Newco and (ii) be
governed by the laws of the State of Texas, (e) the Charter Documents of the
Company then in effect (after giving effect to the amendment of the Company's
certificate or articles of incorporation specified in clause (c) of this
sentence) will become and thereafter remain (until changed in accordance with
(i) applicable law, in the case of the certificate or articles of incorporation
or (ii) their terms, in the case of the bylaws) the Charter Documents of the
Surviving Corporation, (f) the initial board of directors of the Surviving
Corporation will be the Persons named in Schedule 2.03, who will hold the office
of director of the Surviving Corporation subject to the provisions of the
applicable laws of the State of Texas and the Charter Documents of the Surviving
Corporation, and (g) the officers of the Surviving Corporation immediately
following the Merger will be as set forth in Schedule 2.03, and each of the
Persons so designated in Schedule 2.03 will serve in each office specified for
that Person in Schedule 2.03, subject to the provisions of the Charter Documents
of the Surviving Corporation, until his or her successor is duly elected to,
and, if necessary, qualified for, that office.

Section 2.04. EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective
Time, as a result of the Merger and without any action on the part of any holder
thereof:

(a) the shares of Company Common Stock issued and outstanding
immediately prior to the Effective Time will (i) be converted into the
right to receive, without interest, on surrender of the certificate
evidencing those shares, the amount of cash and the number of whole and
fractional shares of OEI Common Stock, or the amount of cash only, set
forth or determined as provided in Schedule 2.04 (the "MERGER
CONSIDERATION"), (ii) cease to be outstanding and to exist, and (iii) be
canceled and retired;

(b) each share of Company Common Stock held in the treasury of
the Company or by any Company Subsidiary will (i) cease to be
outstanding and to exist and (ii) be canceled and retired; and

(c) each share of Newco Common Stock issued and outstanding
immediately prior to the Effective Time will be converted into one share
of Common Stock, par value $1.00 per share, of the Surviving
Corporation, and the shares of Common Stock of the Surviving Corporation
issued on such conversion will constitute all the issued and outstanding
shares of Capital Stock of the Surviving Corporation.

Each holder of a certificate representing shares of Company Common Stock
immediately prior to the Effective Time will, as of the Effective Time and
thereafter, cease to have any rights respecting those shares other than the
right to receive, without interest, the Merger Consideration and the additional
cash, if any, owing with respect to those shares as provided in Section 2.06.

Section 2.05. DELIVERY, EXCHANGE AND PAYMENT.

(a) At or after the Effective Time: (i) each Stockholder and each
Other Stockholder, as the holder of certificates representing shares of
Company Common Stock, will, on surrender of his certificates to OEI (or
any agent which may be appointed by OEI for purposes of this Section
2.05), receive, and OEI will pay and issue to each Stockholder and each
Other Stockholder, in each case subject to the provisions of Section
2.06, the Merger Consideration; and (ii) until any certificate
representing Company Common Stock has been surrendered and replaced
pursuant to this Section 2.05, that certificate will, for all purposes,
be deemed to evidence ownership of the number of whole shares of OEI
Common Stock included in the Merger Consideration payable in respect of
that certificate pursuant to Section 2.04 and the amount of cash payable
in respect of that certificate pursuant to Section 2.04. All shares of
OEI Common Stock issuable in the Merger will be deemed for all purposes
to have been issued by OEI at the Effective Time. All cash included in
the Merger Consideration shall be paid by OEI's company checks,
certified or official bank checks, or wire transfers, at OEI's option.
In the case of wire transfers, the transfers shall be to accounts
designated by the respective Stockholders or Other Stockholders, as the
case may be, at least five Business Days before the IPO Closing Date.

(b) Each Stockholder will deliver to OEI (or any agent that may
be appointed by OEI for purposes of this Section 2.05), on or before the
IPO Closing Date, the certificates representing Company Common Stock
owned by the Stockholder duly endorsed in blank by him, or accompanied
by stock powers duly executed by him in blank, and with all necessary
transfer tax and other revenue stamps, acquired at his expense, affixed
and canceled. In the event this Agreement is terminated pursuant to
Article XII prior to the Effective Time, OEI or its agent will return
all such certificates and other documents to the Stockholders. Each
Stockholder shall cure any deficiencies in the endorsement of the
certificates or other documents of conveyance respecting, or in the
stock powers accompanying, the certificates representing Company Common
Stock delivered by him.

(c) No dividends (or interest) or other distributions declared or
earned after the Effective Time with respect to OEI Common Stock and
payable to the holders of record thereof after the Effective Time will
be paid to the holder of any unsurrendered certificates representing
shares of Company Common Stock for which shares of OEI Common Stock have
been issued in the Merger until the unsurrendered certificates are
surrendered as provided herein, but (i) on such surrender, OEI will
cause to be paid, to the Person in whose name the certificates
representing such shares of OEI Common Stock shall then be issued, the
amount of dividends or other distributions previously paid with respect
to such whole shares of OEI Common Stock with a record date, or which
have accrued, subsequent to the Effective Time, but prior to surrender,
and the amount of any cash payable to such Person for and in lieu of
fractional shares pursuant to Section 2.06 and (ii) at the appropriate
payment date or as soon as practicable thereafter, OEI will cause to be
paid to that Person the amount of dividends or other distributions with
a record date, or which have been accrued, subsequent to the Effective
Time, but which are not payable until a date subsequent to surrender,
which are payable with respect to such number of whole shares of OEI
Common Stock, subject in all cases to any applicable escheat laws. No
interest will be payable with respect to the payment of such dividends
or other distributions (or cash for and in lieu of fractional shares) on
surrender of outstanding certificates.

Section 2.06. FRACTIONAL SHARES. Notwithstanding any other provision of
this Article II, no fractional shares of OEI Common Stock will be issued, and
any Stockholder otherwise entitled to receive a fractional share of OEI Common
Stock but for this Section 2.06 will instead be entitled to receive a cash
payment for and in lieu thereof in the amount (rounded to the nearest whole
cent) equal to that Person's fractional interest in a share of OEI Common Stock
multiplied by $12.

Section 2.07. TREATMENT OF DERIVATIVE SECURITIES.

(a) EXCHANGE. Schedule 2.07 accurately sets forth each Derivative
Security outstanding on the date hereof, the name of the holder of such
Derivative Security, the number of shares of Company Common Stock
covered by such Derivative Security and the exercise price and
expiration date of such Derivative Security. Each ISO, NSO and Warrant
outstanding at the Effective Time shall be exchanged for a Substitute
ISO, Substitute NSO and Substitute Warrant, respectively, which will
entitle the holder of such Derivative Security to purchase a number of
shares (rounded to the nearest whole share) of OEI Common Stock equal to
the number of shares of Company Common Stock subject to the Derivative
Security for which such Substitute Derivative Security is being
exchanged multiplied by the Derivative Security Conversion Ratio. The
exercise price per share of OEI Common Stock for each Substitute
Derivative Security shall be an amount (rounded to the nearest whole
cent) equal to the exercise price applicable to the Outstanding
Derivative Security for which such Substitute Derivative Security is
being exchanged divided by the Derivative Security Conversion Ratio.
Each Substitute Derivative Security will have the same expiration date,
and shall contain substantially the same terms (other than the exercise
price), as the Derivative Security for which such Substitute Derivative
Security is being exchanged. Each Substitute ISO and each Substitute NSO
will be subject in all respects to

the terms of the Incentive Plan. Each of the Substitute Warrants will be
issued pursuant to, and will be subject in all respects to the terms of,
the Substitute Warrant Agreement.

(b) CONSENT TO EXCHANGE. By execution of this Agreement, each
Stockholder and each Family Partnership Affiliate who is the holder of
Outstanding Derivative Securities agrees that each such Outstanding
Derivative Security which is outstanding at the Effective Time will be
exchanged for a Substitute Derivative Security in accordance with the
terms of Section 2.07(a). On or before the date hereof, each Person who
holds one or more Outstanding Derivative Securities and who is not a
Stockholder has agreed in writing that each such Outstanding Derivative
Security will be exchanged for a Substitute Derivative Security in
accordance with the terms of Section 2.07(a). The Company has delivered
a true and correct copy of each such written agreement to OEI.

Section 2.08. SPECIAL MEETING. The Company hereby agrees to call a
special meeting of the holders of the Company Common Stock to be held to vote
upon the Merger. The Company will use its best efforts to hold such meeting no
later than 25 days after the date of this Agreement. The Company will recommend
approval of the Merger. The notice of such special meeting shall state that any
holder of Company Common Stock who is an Other Stockholder is or may be entitled
to assert dissenters' rights under Article 5.11 of the Business Corporation Act,
and the Company shall provide to each Other Stockholder entitled to vote at the
special meeting of copy of such Subtitle and a copy of this Agreement or a
summary of this Agreement. By execution of this Agreement, each of the
Stockholders hereby waives its right to assert dissenter's rights under Article
5.11 of the Business Corporation Act.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER

Section 3.01. BY EACH STOCKHOLDER. Each Stockholder, severally as to
himself or herself only, represents and warrants to OEI that all the following
representations and warranties in this Article III are true and correct:

(a) (i) the Stockholder will be acquiring the shares of OEI
Common Stock to be issued to him pursuant to Section 2.04 solely for the
Stockholder's account, for investment purposes only and with no current
intention or plan to distribute, sell or otherwise dispose of any of
those shares in connection with any distribution; (ii) the Stockholder
is not a party to any agreement or other arrangement for the disposition
of any shares of OEI Common Stock other than this Agreement, the
Transferors' Agreement and the Registration Rights Agreement; (iii)
unless otherwise specified on Schedule 3.01, the Stockholder is an
"accredited investor" as defined in Securities Act Rule 501 (a); (iv)
the Stockholder (A) is able to bear the economic risk of an investment
in the OEI Common Stock to be acquired by him pursuant to this
Agreement, (B) can afford to sustain a total loss of that investment,
(C) has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the proposed
investment in the OEI Common Stock, (D)

has had an adequate opportunity to ask questions and receive answers
from the officers of OEI concerning any and all matters relating to the
transactions contemplated by this Agreement, including the background
and experience of the current and proposed officers and directors of
OEI, the plans for the operations of the business of OEI, the business,
operations and financial condition of the Other Founding Companies and
any plans of OEI for additional acquisitions, and (E) has asked all
questions of the nature described in preceding clause (D), and all those
questions have been answered to his satisfaction; (v) if such
Stockholder is a Family Partnership, such Family Partnership was
organized for estate planning and other purposes and was not organized
for the specific purpose of acquiring shares of OEI Common Stock; and

(b) the representations and warranties contained in Article III
of the Uniform Provisions (the text of which Article hereby is
incorporated herein by this reference) are true and correct, and the
agreements set forth therein are hereby agreed to.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE STOCKHOLDERS

Section 4.01. BY THE COMPANY AND EACH STOCKHOLDER. The Company and each
Stockholder jointly and severally represent and warrant to, and agree with, OEI
that all the following representations and warranties in this Article IV are
true and correct:

(a) the Organization State of the Company is the State of Texas,
and the Company (i) is a corporation duly organized, validly existing
and in good standing under the laws of that State and (ii) has the
corporate power and authority under those laws and its Charter Documents
to own or lease and to operate its properties and to carry on its
business as now conducted;

(b) the authorized Capital Stock of the Company is comprised of
20,000,000 shares of Company Common Stock and 1,000,000 shares of
Company Preferred Stock; of which, as of the date hereof, 4,591,828
shares of Company Common Stock have been issued and are now outstanding
and 1,725,386 shares have been reserved for issuance upon exercise of
Derivative Securities; no shares of Company Preferred Stock are
outstanding; no shares of Company Common Stock or Company Preferred
Stock are held by the Company as treasury shares; and

(c) as of the date hereof, the Stockholders own, in the
aggregate, 96.26% of the issued and outstanding shares of the Company
Common Stock;

(d) the obligation of the Company to issue options pursuant to
Section 1.9 of the Stock Purchase Agreement between the Company, Xxxxxx
X. Xxxxxx and Xxxxxx X. Xxxxx has been satisfied, no additional options
are to be issued pursuant to such Section 1.9 and the

options issued pursuant to such Section 1.9 are included in the
Outstanding Derivative Securities, have been validly exercised for
Company Common Stock or have expired;

(e) each of the Stockholders who is a party to one of the
employment agreements identified in Section 4.26(j) of the Disclosure
Statement hereby agrees that neither the Merger nor any transaction
contemplated hereby (including but not limited to the Mergers with the
Other Founding Companies and the IPO) will constitute a "change in
control" for purposes of those employment agreements or give rise to a
right to terminate such Stockholder's employment "for good reason"
pursuant to those employment agreements; and

(f) the representations and warranties contained in Article IV of
the Uniform Provisions (the text of which Article hereby is incorporated
herein by this reference) are true and correct (except that the
representation in Section 4.03(a) with respect to the due authorization
of this Agreement is subject to the requirement that stockholder
approval of the Merger be obtained at the special meeting to be held
pursuant to Section 2.08), and the agreements set forth therein are
agreed to. References to "Stockholder" or "Stockholders" shall mean
"Stockholder or Other Stockholder" or "Stockholders or Other
Stockholders," as the case may be, in Sections 4.16, 4.18(a), 4.19(a),
4.26(a), 4.30(f) and 4.30(g) of the Uniform Provisions and in the
definition of the term "Related Person" in Section 1.02 of the Uniform
Provisions. The reference to "Stockholders" shall mean "Stockholders and
Other Stockholders" in Section 4.30(d) of the Uniform Provisions.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF OEI AND NEWCO

Section 5.01. BY OEI AND NEWCO. OEI and Newco jointly and severally
represent and warrant to the Company and each Stockholder that all the following
representations and warranties in this Article V are true and correct: (a) Newco
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Texas, (b) no Derivative Securities of Newco are
outstanding, (c) Newco has been organized for the sole purpose of participating
in the Merger and has not, and will not, engage in any activities other than
those necessary to effectuate the Merger, and (d) the representations and
warranties contained in Article V of the Uniform Provisions (the text of which
Article hereby is incorporated herein by this reference) are true and correct.
The reference to the term "the Stockholders" in Section 5.10 of the Uniform
Provision shall be deemed to be a reference to "the Stockholders and the Other
Stockholders."

ARTICLE VI

COVENANTS EXTENDING TO THE EFFECTIVE TIME

Section 6.01. OF EACH PARTY. Until the Effective Time, subject to the
waiver provisions of Section 11.05, each Party will comply with each covenant
for which provision is made in Article VI of the Uniform Provisions (the text of
which Article VI is hereby incorporated herein by this

reference) to be performed or observed by that Party. References to
"Stockholder" or "Stockholders" shall mean "Stockholder or Other Stockholder" or
"Stockholders or Other Stockholders," as the case may be, in Section 6.04(f) of
the Uniform Provisions and the second and fourth times either such term is used
in Section 6.08 of the Uniform Provisions.

ARTICLE VII

THE CLOSING AND CONDITIONS TO CLOSING AND CONSUMMATION

Section 7.01. THE CLOSING AND CERTAIN CONDITIONS.

(a) THE CLOSING. On or before the IPO Pricing Date, the Parties
will take all actions necessary to (i) effect the Merger on the IPO
Closing Date (including, as permitted by the Business Corporation Act,
(A) the execution of a Certificate of Merger meeting the requirements of
the Business Corporation Act and providing that the Merger will become
effective on the IPO Closing Date and (B) the filing of the Certificate
of Merger with the Secretary of State of the State of Texas), (ii)
verify the existence and ownership of the certificates evidencing the
Company Common Stock to be exchanged for the Merger Consideration
pursuant to Section 2.05, and (iii) satisfy the document delivery
requirements to which the obligations of the Parties to effect the
Merger and the other transactions contemplated hereby are conditioned by
the provisions of this Article VII (all those actions collectively being
the "CLOSING"). The Closing will take place at the offices of Xxxxxx &
Xxxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx at 10:00 a.m., Houston
time, or at such later time on the IPO Pricing Date as OEI shall specify
by written notice to either Responsible Officer. The actions taken at
the Closing will not include the completion of either the Merger or the
delivery of the Company Common Stock or the Merger Consideration
pursuant to Section 2.05. Instead, on the IPO Closing Date, the
Certificate of Merger will become effective pursuant to Section 2.02,
and all transactions contemplated by this Agreement to be closed or
completed on or before the IPO Closing Date, including the surrender of
the Company Common Stock in exchange for the Merger Consideration will
be closed or completed, as the case may be. During the period from the
Closing to the IPO Closing Date, this Agreement may be terminated by the
parties only pursuant to Section 12.01 (b)(i).

(b) CERTAIN CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE
STOCKHOLDERS. The obligations of the Company and the Stockholders with
respect to the actions to be taken by them at or before the Closing are
subject to the satisfaction on or before the date of the Closing, or
waiver by them pursuant to Section 11.05, of all the conditions set
forth in Sections 7.02(a) and 7.03. The obligations of the Stockholders
with respect to the actions to be taken on the IPO Closing Date are
subject to the satisfaction on that date of the following conditions:
(i) the Transferors' Agreement and each of the New Employment Agreements
then shall be in full force and effect; (ii) at the special meeting of
the holders of the Company Common Stock to be held pursuant to Section
2.07 of this Agreement, the holders of at least two-thirds of the
outstanding shares of voting Company Common Stock shall have approved

the Merger and the plan of merger described in this Agreement; and (iii)
all the conditions set forth in Sections 7.02(b) and 7.03.

(c) CERTAIN CONDITIONS TO THE OBLIGATIONS OF OEI AND NEWCO. The
obligations of OEI and Newco with respect to actions to be taken by them
at or before the Closing are subject to the satisfaction on or before
the date of the Closing, or waiver by them pursuant to Section 11.05, of
the following conditions: (i) the Company shall have delivered to OEI a
copy of the articles or certificate of incorporation, as amended to the
date of the Closing and certified by the Secretary of State of the State
of Texas as of a Current Date, of the Company; (ii) at the special
meeting of the holders of the Company Common Stock to be held pursuant
to Section 2.07 of this Agreement, the holders of at least two-thirds
majority of the outstanding shares of voting Company Common Stock shall
have approved the Merger and the plan of merger described in this
Agreement; and (iii) all the conditions set forth in Sections 7.02(a)
and 7.04(a).

(d) CERTAIN CONDITIONS TO BE MET BY IPO CLOSING DATE. The
obligations of OEI and Newco with respect to the actions to be taken on
the IPO Closing Date are subject to the satisfaction on that date of the
following conditions: (i) the Transferors' Agreement and each of the New
Employment Agreements then shall be in full force and effect; and (ii)
all the conditions set forth in Sections 7.02(b) and 7.04(b).

(e) INCORPORATION OF ARTICLE VII OF UNIFORM PROVISIONS. The text
of Article VII of the Uniform Provisions hereby is incorporated herein
by this reference.

ARTICLE VIII

COVENANTS FOLLOWING THE EFFECTIVE TIME

Section 8.01. OF EACH PARTY OTHER THAN THE COMPANY. From and after the
Effective Time, subject to the waiver provisions of Section 11.05, each Party
(other than the Company) will comply with each covenant for which provision is
made in Article VIII of the Uniform Provisions (the text of which Article hereby
is incorporated herein by this reference) to be performed or observed by that
Party.

ARTICLE IX

INDEMNIFICATION

Section 9.01. INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of
Article IX of the Uniform Provisions hereby is incorporated herein by this
reference. For purposes of Sections 9.03(a) and 9.03(d), the term "Stockholders"
shall be deemed to refer to "Stockholders and Family Partnership Affiliates."
For purposes of Section 9.07(a), the term "Stockholder Pro Rata Share" shall be
substituted for the term "Pro Rata Share." For purposes of Section 9.07(b), the
Ceiling Amount

shall be 96.28% of the amount determined as the Ceiling Amount for other
purposes in this Agreement and the Uniform Provisions.

ARTICLE X

LIMITATIONS ON COMPETITION

Section 10.01. PROHIBITED ACTIVITIES. Each Stockholder identified on
Schedule 10.01 (each a "Restricted Stockholder") and, in the case of paragraphs
(b) and (d) below of this Section 10.01, each Stockholder, severally agrees that
he will not during the period beginning on the date hereof and ending on the
third anniversary of the date hereof, directly or indirectly, for any reason,
for his own account or on behalf of or together with any other Person:

(a) engage as an officer, director or in any other managerial
capacity or as an owner, co-owner or other investor of or in, whether as
an employee, independent contractor, consultant or advisor, in any
business engaged in the Practice of Engineering in competition with the
Company, any Company Subsidiary or OEI or any Subsidiary of OEI (OEI and
its Subsidiaries collectively being called "OEI" for purposes of this
Article X) within any territory surrounding any office or facility (each
a "facility") in which any of the Company or the Company Subsidiaries
was engaged in business on the date hereof or immediately prior to the
Effective Time (for purposes of this Article X, the territory
surrounding a facility shall be: (i) the city, town or village in which
the facility is located, (ii) the county or parish in which the facility
is located, (iii) the counties or parishes contiguous to the county or
parish in which the facility is located, and (iv) the area located
within 100 miles of the facility, all of such locations being herein
collectively called the "TERRITORY");

(b) call on any natural Person who is at that time employed by
the Company, any Company Subsidiary or OEI with the purpose or intent of
attracting that person from the employ of the Company, any Company
Subsidiary or OEI, provided that a Stockholder may call on and hire any
of his Immediate Family Members;

(c) call on any Person that at that time is, or at any time
within one year prior to that time was, a customer of the Company, any
Company Subsidiary or OEI within the Territory, (i) for the purpose of
soliciting or selling any product or service in competition with the
Company, any Company Subsidiary or OEI within the Territory and (ii)
with the knowledge of the customer relationship; or

(d) call on any OEI Acquisition Candidate, with the knowledge of
that Person's status as an OEI Acquisition Candidate, for the purpose of
acquiring that Person or arranging the acquisition of that Person by any
Person other than OEI.

Notwithstanding the foregoing, any Restricted Stockholder may own and hold as a
passive investment up to 1% of a class of the outstanding Capital Stock of a
competing Entity if that class of Capital Stock is publicly traded.

Section 10.02. DAMAGES. Because of the difficulty of measuring economic
losses to OEI as a result of any breach by a Restricted Stockholder or any other
Stockholder of his covenants in Section 10.01, and because of the immediate and
irreparable damage that could be caused to OEI for which it would have no other
adequate remedy, each Restricted Stockholder (and, in the case of paragraphs (b)
and (d) of Section 10.01, each Stockholder) agrees that OEI may enforce the
provisions of Section 10.01 by injunctions and restraining orders against the
Restricted Stockholder or Stockholder, as the case may be, if he breaches any of
those provisions.

Section 10.03. REASONABLE RESTRAINT. The Parties each agree that
Sections 10.01 and 10.02 impose a reasonable restraint on the Restricted
Stockholder or Stockholders, as the case may be, in light of the activities and
business of OEI on the date hereof, the current business plans of OEI and the
investment by each Stockholder in OEI as a result of the Merger.

Section 10.04. SEVERABILITY; REFORMATION. The covenants in this Article
X are severable and separate. The unenforceability of any specific covenant in
this Article X is not intended by any Party to, and shall not, affect the
provisions of any other covenant in this Article X. If any court of competent
jurisdiction determines that the scope, time or territorial restrictions set
forth in Section 10.01 are unreasonable as applied to any Restricted Stockholder
or Stockholder, as the case may be, the Parties, including the Restricted
Stockholder or Stockholder in question, acknowledge their mutual intention and
agreement that those restrictions be enforced to the fullest extent the court
deems reasonable, and thereby shall be reformed to that extent as applied to
that Restricted Stockholder or Stockholder, as the case may be, and any other
Restricted Stockholder or Stockholder, as the case may be, similarly situated.

Section 10.05. INDEPENDENT COVENANT. All the covenants in this Article X
are intended by each Party to, and shall, be construed as an agreement
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of any Restricted Stockholder or Stockholder against
OEI, whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by OEI of any covenant in this Article X. It is
specifically agreed that the period specified in Section 10.01 shall be computed
in the case of each Restricted Stockholder and Stockholder by excluding from
that computation any time during which the Restricted Stockholder or Stockholder
is in violation of any provision of Section 10.01. The covenants contained in
this Article X shall not be affected by any breach of any other provision of
this Agreement by any Party.

Section 10.06. MATERIALITY. The Company and each Stockholder, severally
and not jointly with any other Person, hereby agree that this Article X is a
material and substantial part of the transactions contemplated by this
Agreement.

ARTICLE XI

GENERAL PROVISIONS

Section 11.01. TREATMENT OF CONFIDENTIAL INFORMATION. Each Party will
comply with each covenant for which provision is made in Section 11.01 of the
Uniform Provisions (the text of which Section hereby is incorporated herein by
this reference) to be performed or observed by that Party.

Section 11.02. RESTRICTIONS ON TRANSFERS OF OEI COMMON STOCK.

(a) During the two-year period ending on the second anniversary
of the IPO Closing Date (the "RESTRICTED PERIOD"), no Stockholder
voluntarily will: (i) sell, assign, exchange, transfer, encumber,
pledge, distribute, appoint or otherwise dispose of (A) any shares of
OEI Common Stock received by any Stockholder in the Merger (including
but not limited to shares issued or to be issued pursuant to any of the
Substitute Derivative Securities received by such Stockholder pursuant
to Section 2.07(a)) or (B) any interest in (including any option to buy
or sell) any such shares of OEI Common Stock, in whole or in part, and
OEI will have no obligation to, and shall not, treat any such attempted
transfer as effective for any purpose; or (ii) engage in any
transaction, whether or not with respect to any shares of OEI Common
Stock or any interest therein, the intent or effect of which is to
reduce the risk of owning the shares of OEI Common Stock acquired
pursuant to Section 2.04 (including, for example engaging in put, call,
short-sale, straddle or similar market transactions); PROVIDED, HOWEVER,
that this Section 11.02 shall not restrict any transfer of OEI Common
Stock acquired by a Stockholder pursuant to Section 2.04 to any of that
Stockholder's Related Persons who agree in writing to be bound by the
provisions of Section 11.01 and this Section 11.02. The certificates
evidencing the OEI Common Stock delivered to each Stockholder pursuant
to Section 2.05 will bear a legend substantially in the form set forth
below and containing such other information as OEI may deem necessary or
appropriate:

EXCEPT PURSUANT TO THE TERMS OF THE AGREEMENT AND PLAN OF
REORGANIZATION AMONG THE ISSUER, THE HOLDER OF THIS CERTIFICATE
AND THE OTHER PARTIES THERETO, THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE VOLUNTARILY SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR
OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO
GIVE EFFECT TO ANY ATTEMPTED VOLUNTARY SALE, ASSIGNMENT,
EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION,
APPOINTMENT OR OTHER DISPOSITION OF ANY OF THOSE SHARES, DURING
THE TWO-YEAR PERIOD ENDING ON [DATE THAT IS THE SECOND
ANNIVERSARY OF THE IPO CLOSING DATE] (THE "RESTRICTED PERIOD").
ON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE
ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP
ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE EXPIRATION OF THE
RESTRICTED PERIOD.

(b) Each Stockholder, severally and not jointly with any other
Person, (i) acknowledges that the shares of OEI Common Stock to be
delivered to him pursuant to Section 2.04 (A) have not been and, except
pursuant to the Registration Rights Agreement, if applicable, will not
be registered under the Securities Act and therefore may not be resold
by him without compliance with the Securities Act and (B) will, as a
result of their restrictions on transferability which are imposed by
this Agreement during the Restricted Period, have a value materially
less at the Effective Time than the value of then freely tradeable
shares of OEI Common Stock, and (ii) covenants that none of the shares
of OEI Common Stock issued to him pursuant to Section 2.04 will be
offered, sold, assigned, pledged, hypothecated, transferred or otherwise
disposed of except after full compliance with all the applicable
provisions of the Securities Act and the rules and regulations of the
SEC and applicable state securities laws and regulations. All
certificates evidencing shares of OEI Common Stock issued pursuant to
Section 2.04 will bear the following legend in addition to the legend
prescribed by Section 11.02(a):

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY ONLY BE SOLD OR
OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THAT ACT
AND OTHER APPLICABLE SECURITIES LAWS.

In addition, certificates evidencing shares of OEI Common Stock issued
to each Stockholder pursuant to Section 2.04 will bear any legend
required by (i) the securities or blue sky laws of the state in which
that Stockholder resides or (ii) the Underwriter in connection with any
agreement of that Stockholder with the Underwriter to the effect set
forth in Section 11.02(a).

Section 11.03. BROKERS AND AGENTS. The Stockholders jointly and
severally represent and warrant to OEI that the Company has not directly or
indirectly employed or become obligated to pay any broker or similar agent in
connection with the transactions contemplated hereby and agree, without regard
to the Threshold Amount limitations set forth in Article IX, to indemnify OEI
against all Damage Claims arising out of claims for any and all fees and
commissions of brokers or similar agents employed or promised payment by the
Company.

Section 11.04. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
and the rights of its Parties may not be assigned (except by operation of law)
and shall be binding on and inure to the benefit of the Parties, the successors
of OEI, and the heirs and legal representatives of the Stockholders (and, in the
case of any trust, the successor trustees of the trust). Neither this Agreement
nor any other Transaction Document is intended, or shall be construed, deemed or
interpreted, to confer on any Person not a party hereto or thereto any rights or
remedies hereunder or thereunder, except as provided in Section 6.05(b) or
11.14, in Article IX, or as otherwise provided expressly herein or therein.

Section 11.05. ENTIRE AGREEMENT; AMENDMENT; WAIVERS. This Agreement and
the documents delivered pursuant to it constitute the entire agreement and
understanding among the Parties and supersede all prior agreements and
understandings, both written and oral, relating to the

subject matter of this Agreement. This Agreement may be amended, modified or
supplemented, and any right hereunder may be waived, if, but only if, the
amendment, modification, supplement or waiver is in writing and signed by the
Majority Stockholders, the Company and OEI. The waiver of any of the terms and
conditions of this Agreement shall not be construed or interpreted as, or deemed
to be, a waiver of any of its other term or conditions.

Section 11.06. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will be an original, but all of which together will
constitute one and the same instrument.

Section 11.07. EXPENSES. Whether or not the transactions contemplated
hereby are consummated, (a) OEI will pay the fees, expenses and disbursements of
OEI and Newco and their Representatives which are incurred in connection with
the subject matter of this Agreement and any amendments to this Agreement
including all costs and expenses incurred in the performance of and compliance
with all conditions to be performed by OEI and Newco under this Agreement,
including the costs of preparing the Registration Statement, (b) the Company may
pay any fees, expenses and disbursements of Counsel for the Company and the
Stockholders incurred in connection with the subject matter of this Agreement
and the Registration Statement on or before the IPO Closing Date, up to a
maximum of $40,000 in the aggregate, and (c) the Stockholders will pay from
personal funds, and not from funds of the Company or any Company Subsidiary, (i)
all sales, use, transfer and other similar taxes and fees (collectively,
"TRANSFER TAXES") incurred in connection with the transactions contemplated
hereby, and (ii) the fees, expenses and disbursements in excess of $40,000 in
the aggregate of Counsel for the Company and the Stockholders incurred in
connection with the subject matter of this Agreement and the Registration
Statement on or before the IPO Closing Date. The Stockholders will file all
necessary documentation and Returns with respect to all Transfer Taxes. In
addition, each Stockholder acknowledges that he, and not the Company, OEI or the
Surviving Corporation, will pay all Taxes due upon receipt of the consideration
payable to the Stockholder pursuant to Article II.

Section 11.08. NOTICES. All notices required or permitted hereunder
shall be in writing, and shall be deemed to be delivered and received (a) if
personally delivered or if delivered by telex, telegram, facsimile or courier
service, when actually received by the Party to whom notice is sent or (b) if
delivered by mail (whether actually received or not), at the close of business
on the third Business Day next following the day when placed in the mail,
postage prepaid, certified or registered, addressed to the appropriate Party or
Parties, at the address of such Party set forth below (or at such other address
as such party may designate by written notice to all other Parties in accordance
herewith):

(i) if to OEI or Newco, addressed to it at:

OEI International, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn.: Xxxxxxx X. Xxxxxx,
Chief Executive Officer
Telecopy No.: (000) 000-0000

with copies (which shall not constitute notice for purposes of
this Agreement) to:

Xxxxxx & Xxxxxx, L.L.P.
000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxx X. Xxxxxxxx, Xx.
Telecopy No.: (000) 000-0000

(ii) if to the Stockholders, addressed to them at their
respective addresses set forth in Schedule 2.04; and

(iii) if to the Company, addressed to it at:

Petrocon Engineering, Inc.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxx, Xxxxx 00000
Attn: X.X. Xxxxxx, Chairman/CEO
Telecopy No.: (000) 000-0000

with copies (which shall not constitute notice for purposes of
this Agreement) to:

Gardere & Xxxxx
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxx
Telecopy No.: (000) 000-0000

SECTION 11.09. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE, WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
THE CONFLICTS OF LAW PROVISIONS THEREOF: PROVIDED, HOWEVER, THAT MATTERS
PERTAINING SOLELY TO THE LEGALITY AND EFFECTUATION OF THE MERGER SHALL BE
GOVERNED BY THE BUSINESS CORPORATION ACT.

Section 11.10. EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise
provided herein, no delay or omission in the exercise of any right, power or
remedy accruing to any Party as a result of

any breach or default hereunder by any other Party shall impair any such right,
power or remedy, nor shall it be construed, deemed or interpreted as a waiver of
or acquiescence in any such breach or default, or of any similar breach or
default occurring later; nor shall any waiver of any single breach or default be
construed, deemed or interpreted as a waiver of any other breach or default
hereunder occurring before or after that waiver.

Section 11.11. TIME. Time is of the essence in the performance of this
Agreement in all respects.

Section 11.12. REFORMATION AND SEVERABILITY. If any provision of this
Agreement is invalid, illegal or unenforceable, that provision shall, to the
extent possible, be modified in such manner as to be valid, legal and
enforceable but so as to most nearly retain the intent of the Parties as
expressed herein, and if such a modification is not possible, that provision
shall be severed from this Agreement, and in either case the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.

Section 11.13. REMEDIES CUMULATIVE. Except as otherwise provided in
Section 9.06, no right, remedy or election given by any term of this Agreement
shall be deemed exclusive, but each shall be cumulative with all other rights,
remedies and elections available at law or in equity.

Section 11.14. RESPECTING THE IPO. Each of the Company and the
Stockholders acknowledges and agrees that: (a) no firm commitment, binding
agreement or promise or other assurance of any kind, whether express or implied,
oral or written, exists at the date hereof that the Registration Statement will
become effective or that the IPO will occur at a particular price or within a
particular range of prices or occur at all; (b) neither OEI or any of its
Representatives nor any prospective underwriters in the IPO will have any
liability to the Company, the Stockholders or any of their respective Affiliates
or associates for any failure of (i) the Registration Statement to become
effective (provided, however, that OEI will use its reasonable best efforts to
cause the Registration Statement to become effective prior to October 31, 1998)
or (ii) the IPO to occur at a particular price or within a particular range of
prices or to occur at all; and (c) the decision of Stockholders to enter into
this Agreement, or to vote in favor of or consent to the Merger, has been or
will be made independent of, and without reliance on, any statements, opinions
or other communications of, or due diligence investigations that have been or
will be made or performed by, any prospective underwriter relative to OEI or the
IPO. The Underwriter shall have no obligation to any of the Company and the
Stockholders with respect to any disclosure contained in the Registration
Statement.

SECTION 11.15. APPOINTMENT OF PROXIES. EACH STOCKHOLDER HEREBY
IRREVOCABLY APPOINTS, CONSTITUTES AND NOMINATES EACH OF XXXX X. XXXXXX AND XXXXX
X. XXXXX AND EACH OF THEM ACTING SEPARATELY, THE TRUE AND LAWFUL ATTORNEY AND
PROXY FOR THE STOCKHOLDER, WITH FULL POWER OF SUBSTITUTION, IN THE NAME, PLACE
AND STEAD OF THE STOCKHOLDER, TO VOTE, AT THE SPECIAL MEETING OF STOCKHOLDERS TO
BE HELD PURSUANT TO SECTION 2.08 OF THIS AGREEMENT, AND ANY ADJOURNMENT OR
POSTPONEMENT OF SUCH SPECIAL MEETING, ALL SHARES OF COMPANY COMMON STOCK WHICH
ARE REGISTERED IN THE NAME OF THE STOCKHOLDER ON THE STOCK TRANSFER RECORDS OF
THE COMPANY, IN

FAVOR OF THE MERGER AND THE PLAN OF MERGER DESCRIBED IN THIS AGREEMENT. EACH
STOCKHOLDER IS GRANTING THE PROXY AND THE POWERS AND AUTHORITIES GRANTED IN THIS
SECTION 11.15 IN CONSIDERATION OF OEI'S AND NEWCO'S EXECUTION OF THIS AGREEMENT
AND THEIR AGREEMENT TO CONSUMMATE THE MERGER AND PAY THE MERGER CONSIDERATION,
AND IN CONSIDERATION OF EACH OTHER STOCKHOLDERS' EXECUTION OF THIS AGREEMENT.
EACH STOCKHOLDER ACKNOWLEDGES AND AGREES THAT THE PROXY GRANTED BY THE
STOCKHOLDER UNDER THIS SECTION 11.15 IS IRREVOCABLE AND IS COUPLED WITH AN
INTEREST IN THAT (I) OEI AND NEWCO ARE UNWILLING TO EXECUTE AND DELIVER THIS
AGREEMENT UNLESS EACH STOCKHOLDER GRANTS THE PROXY, (II) THE MERGER IS IN THE
BEST INTERESTS OF THE COMPANY AND WILL BENEFIT BOTH THE COMPANY AND ALL
STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW, AND (III) ALL OF THE OTHER
STOCKHOLDERS WISH TO BE ASSURED THAT THE MERGER WILL BE APPROVED. ALL PREVIOUS
PROXIES TO VOTE SHARES OF COMPANY COMMON STOCK OWNED BY A STOCKHOLDER ARE HEREBY
REVOKED BY THAT STOCKHOLDER.

Section 11.16. ALLIANCE GROUP. Each member of the Alliance Group hereby
waives his right to any further adjustment at or after the Effective Time to the
number of shares of Company Common Stock owned by him pursuant to Section 1.8 of
the Agreement and Plan of Merger dated as of January 31, 1997, among the
Company, Energy Integration Services, Inc., Alliance Engineering Associates
Incorporated and the Alliance Group.

Section 11.17. FAMILY PARTNERSHIP AFFILIATES. Each Family Partnership
Affiliate hereby agrees that he shall be liable for, and obligated to perform,
each representation, warranty, covenant, indemnity obligation and each other
agreement and undertaking of the Family Partnership of which such Person is a
Family Partnership Affiliate to the same extent, and subject to the same
qualifications and limitations, as if such Family Partnership Affiliate were
named in this Agreement as a Stockholder in the place and stead of such Family
Partnership. The obligations of each Family Partnership and the Family
Partnership Affiliate thereof shall in all respects be joint and several, and
any right or obligation which any Party would be entitled to enforce against any
Family Partnership may be enforced directly against the Family Partnership
Affiliate of such Family Partnership as a direct and primary obligation of such
Family Partnership Affiliate.

Section 11.18. SUSPENSION AND TERMINATION OF SHAREHOLDERS' AGREEMENT.
The outstanding shares of the Company Common Stock are subject to the
Shareholders' Agreement which provides, INTER ALIA, options to purchase and to
sell shares of the Company Common Stock upon the occurrence of certain events
specified therein. The Company and the Stockholders agree that:

(a) at the Effective Time, the Shareholders' Agreement shall be
terminated without any further action on the part of any party thereto;

(b) the execution and delivery of this Agreement by the Company
and the Stockholders shall not be affected by, or constitute a breach of
or default under, the Shareholders' Agreement;

(c) if at the date hereof there has began to run, or if after the
date hereof and prior to the Effective Time there shall begin to run,
any period of time (herein called a

"LIMITATION PERIOD") within which any party bound by or entitled to the
benefits of, or whose shares of the Common Stock are subject to, the
Shareholders' Agreement must, under the terms of the Shareholders'
Agreement, give any notice, offer such shares for sale, accept any offer
to purchase any such shares, purchase shares, make any election or take
any other action in order to preserve or maintain any right or benefit
of such party, then such Limitation Period shall cease to run and shall
be tolled as of the date of this Agreement, or, in the case of any
Limitation Period beginning after the date hereof, shall not begin to
run, unless and until such Limitation Period shall be resumed and
reinstated as provided in the following Section 11.18(e);

(d) so long as any Limitation Period is tolled pursuant to
Section 11.18(c), no party to the Shareholders' Agreement may exercise
any right or option such party would otherwise have but for the
provisions of this Section 11.18; and

(e) if this Agreement is terminated pursuant to Article XII, then
as of the close of business on the date this Agreement is so terminated,
the provisions of this Section 11.18 shall terminate and any Limitation
Period shall resume and be reinstated or shall commence, as the case may
be, ten days following such termination, and promptly thereafter, the
Company shall notify each of the parties to the Shareholders' Agreement
that the provisions of this Section 11.18 have terminated.

By their execution and delivery of this Agreement, pursuant to Section 20 of the
Shareholders' Agreement, the Company and the Stockholders (who hold more than
67% of the shares of Capital Stock subject to the Shareholders' Agreement)
hereby amend the Shareholders' Agreement as set forth in this Section 11.18.

ARTICLE XII

TERMINATION

Section 12.01. TERMINATION OF THIS AGREEMENT.

(a) This Agreement may be terminated at any time prior to the
Closing solely:

(i) by the mutual written consent of OEI and the
Company;

(ii) by the Majority Stockholders or the Company, on the
one hand, or by OEI, on the other hand, if the transactions
contemplated by this Agreement to take place at the Closing shall
not have been consummated by October 31, 1998, unless the failure
of such transactions to be consummated results from the willful
failure of the Party (or in the case of the Stockholders and the
Company, any of them) seeking to terminate this Agreement to
perform or adhere to any agreement required hereby to be
performed or adhered to by that Party prior to or at the Closing
or thereafter on the IPO Closing Date;

(iii) by the Majority Stockholders or the Company, on the
one hand, or by OEI, on the other hand, if a material breach or
default shall be made by the other Party (or in the case of the
Stockholders and the Company, any of them) in the observance or
in the due and timely performance of any of the covenants,
agreements or conditions contained herein; or

(iv) by OEI if it is entitled to do so as provided in
Section 6.07;

(b) This Agreement may be terminated after the Closing solely:

(i) by OEI or the Company if the Underwriting Agreement
is terminated pursuant to its terms after the Closing and prior
to the consummation of the IPO; or

(ii) automatically and without action on the part of any
party hereto if the IPO is not consummated within 15 Business
Days after the date of the Closing.

(c) If this Agreement is terminated pursuant to this Section
12.01, the Merger will be deemed for all purposes to have been abandoned
and of no force or effect. If this Agreement is terminated pursuant to
this Section 12.01 after the Certificate of Merger has been filed with
the Secretary of State of the State of Texas, but before the IPO has
been consummated, OEI will take all actions that Counsel for the Company
and the Stockholders advises OEI are required by the applicable laws of
the State of Texas to rescind the Merger.

Section 12.02. LIABILITIES IN EVENT OF TERMINATION. If this Agreement is
terminated pursuant to Section 12.01, there shall be no liability or obligation
on the part of any Party except (a) as provided in Section 11.07, (b) to the
extent that such liability is based on the breach of that Party of any of its or
his representations, warranties or covenants set forth in of this Agreement.

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

OEI INTERNATIONAL, INC.

By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Chief Executive Officer

PEI ACQUISITION, INC.

By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, President

PETROCON ENGINEERING, INC.

By: /s/ XXXX X. XXXXX
Xxxx X. Xxxxx, President

STOCKHOLDERS:

/s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx

/s/ XXXXX XX-XXXXXX
Xxxxx Xx-Xxxxxx

/s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx

The Xxxxxxxx X. Xxxxxxxx Family Limited
Partnership, Ltd.
By: Xxxxxxxx X. Xxxxxxxx Family L.L.C., General
Partner

By: /s/ XXXXXXXX X. XXXXXXXX
Xxxxxxxx X. Xxxxxxxx, Manager

X. X. Xxxxxx Family Partnership, Ltd.
By: X. X. Xxxxxx Family, L.L.C., General
Partner

By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Manager

/s/ XXXXXX XXXX XXXXXXXXX
Xxxxxx Xxxx Xxxxxxxxx

/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx

/s/ XXXX X. XXXXX
Xxxx X. Xxxxx

/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx

/s/ XXXXXXX X. XXXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxxx

/s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx

/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx

/s/ XXXXXX XXXXX
Xxxxxx Xxxxx

/s/ M. XXXXX XXXX
M. Xxxxx Xxxx

/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx

/s/ XXXXXX XXXXX
Xxxxxx Xxxxx

/s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx

/s/ XXXXX XXXXXXXXX
Xxxxx Xxxxxxxxx

/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx

/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx

/s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx

/s/ XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx

/s/ XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx

/s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx

/s/ XXXX XXXXXX, XX.
Xxxx Xxxxxx, Xx.

/s/ XXXXX XXXXXX, SR.
Xxxxx Xxxxxx, Sr.

/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx

The Xxxx Xxxxx Family Limited Partnership, Ltd.
By: Xxxx Xxxxx Family, L.L.C., General Partner

By: /s/ XXXX X. XXXXX
Xxxx X. Xxxxx, Manager

FAMILY PARTNERSHIP AFFILIATES:

/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx

/s/ XXXXXXXX X. XXXXXXXX
Xxxxxxxx X. Xxxxxxxx

/s/ XXXX X. XXXXX
Xxxx X. Xxxxx

ADDENDUM 1
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI Engineering, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Addendum which are defined in the
captioned Agreement to which this is an Addendum are used herein as therein
defined.

(2) The Founding Companies are:

Chemical & Industrial Engineering, Inc.
Xxxxxx Engineering, Inc.
Xxxxxx, Xxxxxxxxxx and Xxxxxx, Inc.
Petrocon Engineering, Inc.
W-Industries, Inc.

SCHEDULE 2.03
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI Engineering, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 2.03 are used
therein as therein defined.

(2) The directors of the Surviving Corporation immediately after the
Effective Time are as follows:

Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxx Xxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx

(3) The officers of the Surviving Corporation immediately following the
Effective Time are as follows:

Xxxxxxx X. Xxxxxx Chairman of the Board, Chief Executive
Officer
Xxxx X. Xxxxx President, Chief Operating Officer
Xxxxxx X. Xxxxxxx Executive Vice President, Chief
Financial Officer, Secretary, Treasurer
Xxxxxx X. Xxxxx Executive Vice President
Xxxx X. Xxxxxxxx Vice President-Mergers & Acquisitions
Xxxxxx X. Xxxxxxxxx Executive Vice President
Xxxxxxx X. Xxxxxx Senior Vice President
Xxxx X. Xxxxx Senior Vice President

SCHEDULE 2.04
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI Engineering, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 2.04 are used
herein as therein defined.

(2) The name and address of each Stockholder are as follows:

NAME ADDRESS
Stockholders:
Xxxxx X. Xxxxx Box 0000-000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx 00000
Xxxxx Xx-Xxxxxx Salah Xx-Xxx Xx Xxxxxxx Xxxxxxxx, Xxxxxx 00000 Xxxxx Xxxxxx
Xxxxx Xxxxxxx 3159 Sandalwood, Xxxx Xxxxxx, Xxxxx 00000
The Xxxxxxxx X. Xxxxxxxx Family Limited
Partnership, Ltd. 000.Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000
X.X. Xxxxxx Family Partnership, Ltd. 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxxx 00000
Xxxxxx Xxxx Xxxxxxxxx 0000 Xxxxxxx, Xxxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxx 000 Xxxxxxxxx, Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxx 000 Xxxxxxx, Xxxxxx Xxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxx 0000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxxxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000
Xxxxx X. Xxxxxx 12546 Saracen, Xxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxx 0000 Xxxxxxx Xxxxx, Xxxx, Xxxxx 00000
Xxxxxx Xxxxx 4595 Brookhollow, Xxxxx, Xxxxx 00000
M. Xxxxx Xxxx 00000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxx 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxxxx 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx 00000-0000
Xxxxx Xxxxxxxxx 00000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxx 00000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxx 00000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxxx 000 Xxxxxx Xxxxx, Xxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxxxx 10415 Ivyridge, Xxxxxxx, Xxxxx 00000
Xxxxx X. Xxxxxxxxx X.X. Xxx 000 Xxxxxxx Xxxxxxx, 00000 Xx-Xxxxxx, Xxxxx Xxxxxx
Xxxxx X. Xxxxx 12028 Xxxxxxxxx, Xxxxxxxxx, Xxxxx 00000
Xxxx Xxxxxx, Xx. Xxxxx 0, Xxx 000X, Xxxxxxx, Xxxxx 00000
Xxxxx Xxxxxx, Xx. 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxx, Xx. 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx 00000
The Xxxx Xxxxx Family Limited Partnership, Ltd. 1001 Xxxxxxx, Xxxxxx, Xxxxx 00000

(3) The aggregate Merger Consideration payable to Stockholders and Other
Stockholders shall be comprised of (i) $12,715,786 cash (the "Cash
Consideration") and (ii) 2,118,888 shares (the "Merger Shares") of OEI Common
Stock.

(4) Each Other Stockholder will receive an amount of cash equal to the
product obtained by multiplying (i) the Pro Rate Share of such Other Stockholder
times (ii) the sum of (a) the Cash Consideration plus (b) the product obtained
by multiplying the Merger Shares times the IPO Price. Other Stockholders will
not receive any of the Merger Shares.

(5) Each Stockholder will receive his Stockholder Pro Rata Share of the
Cash Consideration remaining after payment of the cash to be paid to the Other
Stockholders pursuant to the preceding paragraph and his Stockholder Pro Rata
Share of the Merger Shares.

SCHEDULE 2.07
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 2.07 are used
herein as therein defined.

(2) Set forth below is a list of each outstanding Derivative Security
which accurately lists the name of the holder of such Derivative Security and
the number of shares of Company Common Stock covered by such Derivative Security
and the exercise price and expiration date of each such Derivative Security:

EXISTING DERIVATIVE SECURITIES

NAME TYPE NO. OF SHARES EXERCISE PRICE EXPIRATION DATE
---- ---- ------------- -------------- ---------------
X.X. Xxxxxx NSO 4,000 4.44 01-Apr-03
X.X. Xxxxxxxxx NSO 4,000 4.44 01-Apr-03
X.X. Xxxxxx NSO 4,000 4.44 01-Apr-03
X.X. Xxxxx NSO 2,800 4.44 01-Apr-03
X.X. Xxxxxxx NSO 2,400 4.44 01-Apr-03
X. Xxxxx NSO 2,400 4.44 01-Apr-03
X. Xxxx NSO 750 4.44 01-Apr-04
X.X. Xxxxx NSO 2,400 4.44 01-Apr-03
X.X. Xxxxxx NSO 3,000 4.44 01-Apr-03
X.X. Xxxxxx NSO 2,300 4.44 01-Apr-03
G.A. Xxxxxxx NSO 200 4.44 01-Apr-03
X.X. Xxxxx NSO 1,550 4.44 01-Apr-03
X.X. Xxxxxxx NSO 900 4.44 01-Apr-03
M.D. Xxxxxx NSO 800 4.44 01-Apr-03
X.X. Xxxxx NSO 325 4.44 01-Apr-03
W.A. Xxxxxxxx NSO 300 4.44 01-Apr-03
X. Xxxxxxxx NSO 325 4.44 01-Apr-03
X.X. Xxxxxxxxx NSO 1,450 4.44 01-Apr-03
X.X. Xxxxxxx NSO 800 4.44 01-Apr-03
X.X. Xxxx NSO 200 4.44 01-Apr-03
X.X. Xxxxx NSO 5,000 4.44 01-Apr-03
X.X. Xxxxx NSO 190,896 4.44 19-Sept-06
X.X. Xxxxx ISO 153,850 6.50 18-Sept-06
X.X. Xxxx NSO 1,450 4.44 01-Apr-03
X.X. Xxxxxxx NSO 275 4.44 01-Apr-03

EXISTING DERIVATIVE SECURITIES

NAME TYPE NO. OF SHARES EXERCISE PRICE EXPIRATION DATE
---- ---- ------------- -------------- ---------------
M.D. Xxxxx NSO 2,000 4.44 01-Apr-03
X.X. Xxxxxxxx NSO 300 4.44 01-Apr-03
X.X. Xxxxx NSO 1,450 4.44 01-Apr-03
X.X. Xxxxx NSO 1,344 4.44 01-Apr-06
X.X. Xxxxxxx NSO 275 4.44 01-Apr-03
X.X. Xxxxxxx NSO 1,350 4.44 01-Apr-03
X.X. Xxxxxxx NSO 800 4.44 01-Apr-03
X.X. Xxxxxx NSO 700 4.44 01-Apr-03
X.X. Xxxxxx NSO 325 4.44 01-Apr-03
X.X. Xxxxxx NSO 225 4.44 01-Apr-03
X.X. Xxxx NSO 800 4.44 01-Apr-03
X.X. Xxxx NSO 509 4.44 01-Apr-05
X.X. Xxxxxxxx NSO 1,500 6.50 15-Dec-07
X.X. Xxxxxxx NSO 900 4.44 01-Apr-03
X.X. Xxx NSO 325 4.44 01-Apr-03
X.X. Xxxxxx NSO 362 4.44 01-Apr-05
X. Xxxxxxx NSO 1,350 4.44 01-Apr-03
X.X. XxXxxxxx NSO 275 4.44 01-Apr-03
X.X. XxXxxxxx NSO 298 4.44 01-Apr-05
X. Xxxxxx NSO 1,000 4.44 01-Apr-03
X. Xxxxxx NSO 499 4.44 01-Apr-05
X.X. X'Xxxxx NSO 1,550 4.44 01-Apr-03
X.X. Xxxx NSO 700 4.44 01-Apr-03
X.X. Xxxxxx NSO 900 4.44 01-Apr-03
X.X. Xxxxxx NSO 325 4.44 01-Apr-03
X.X. Xxxxxxxxxxx NSO 900 4.44 01-Apr-03
X.X. Xxxxxxx NSO 3,000 4.44 01-Apr-03
X.X. Xxxxxxx NSO 58,744 4.44 19-Sept-06
X.X. Xxxxxxx ISO 153,850 6.50 19-Sept-08
I.D. Xxxxxxxxx NSO 800 4.44 01-Apr-03
X.X. Xxx NSO 300 4.44 01-Apr-03
X.X. Xxxxxxxx NSO 300 4.44 01-Apr-03
X. Xxxxxxx NSO 175 4.44 01-Apr-03
X. Xxxxx NSO 800 4.44 01-Apr-03
X.X. Xxxxxx NSO 1,550 4.44 01-Apr-03
X.X. Xxxxxx ISO 174 4.44 01-Apr-05
H.D. Springer NSO 275 4.44 01-Apr-03
X.X. Xxxxxxxx NSO 1,550 4.44 01-Apr-03
X.X. Xxxxxxx NSO 300 4.44 01-Apr-03
W.O. Strong NSO 1,250 4.44 01-Apr-03
X. Xxx Xxxxx NSO 2,000 4.44 01-Apr-03
X.X. Xxxxxx NSO 2,000 4.44 01-Apr-03
X.X. Xxxxxx NSO 1,550 4.44 01-Apr-03
X.X. Xxxxxx NSO 700 4.44 01-Apr-03
O.B. Weeks NSO 4,000 4.44 01-Apr-03
X.X. Xxxxx NSO 800 4.44 01-Apr-03

EXISTING DERIVATIVE SECURITIES

NAME TYPE NO. OF SHARES EXERCISE PRICE EXPIRATION DATE
---- ---- ------------- -------------- ---------------
X.X. Xxxxx NSO 200 4.44 01-Apr-03
X.X. Xxxxxxx NSO 900 4.44 01-Apr-03
X.X. Xxxxxxx NSO 800 4.44 01-Apr-03
X. Xx- Xxxxxx NSO 1,704 4.44 01-Apr-05
X. Xx-Xxxxxx NSO 135,998 4.44 06-Aug-07
X.X. Xxxxxxxx NSO 1,000 4.44 19-Sept-06
X. Xxxxxxxx ISO 225,225 4.44 19-Sep-06
X. Xxxxxx NSO 30,000 6.50 00-Xxx-00
X.X. Xxxxxxx XXX 30,000 6.50 19-Sep-06
X. Xxxxxxx NSO 30,000 6.50 19-Sep-06
Xxxxxxx X. Xxxxx NSO 1,000 6.50 16-Dec-07
Xxxx X. Xxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxxx X. Xxxxxx NSO 3,000 6.50 15-Dec-07
Xxxxx X. Xxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxxx X. Xxxxx NSO 500 6.50 15-Dec-07
Xxxxx X. Xxxxx NSO 200 6.50 15-Dec-07
Xxxxxx X. Xxxxx NSO 200 6.50 15-Dec-07
Xxxx X. Xxxxxxxx NSO 200 6.50 15-Dec-07
Xxx XxxXxxxx, Xx. NSO 200 6.50 15-Dec-07
Xxxxxx X. Xxxxxxx NSO 200 6.50 15-Dec-07
Xxxxx X. Xxxxxxx NSO 200 6.50 15-Dec-07
Xxxxx X. Xxxxx, Xx. NSO 200 6.50 15-Dec-07
Xxxx X. Xxxxxxxxx NSO 200 6.50 15-Dec-07
Xxxxxx X. Xxxx NSO 200 6.50 15-Dec-07
Xxxxxxx X. Xxxxx NSO 140 6.50 15-Dec-07
Xxx X. Xxxxxxxx NSO 140 6.50 15-Dec-07
Xxxxxxx X. XxXxxxxx NSO 140 6.50 15-Dec-07
Xxxxxxx X. Xxxxxxxx NSO 140 6.50 15-Dec-07
Xxxx X. Xxxxxxxx NSO 140 6.50 15-Dec-07
Xxxxx X. Xxxxxx, Xx. NSO 1,000 6.50 15-Dec-07
Xxxxxxx X. Xxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxx X. Xxxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxxx X. Xxxxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxx X. Xxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxx X. Xxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxx X. Xxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxxx X. Xxx NSO 1,000 6.50 15-Dec-07
Xxxxxxxx X. Xxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxx X. Xxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxx X. Xxxxxxx NSO 1,000 6.50 15-Dec-07
Xxxxx X. Xxxx NSO 1,000 6.50 15-Dec-07
Xxxx X. Xxxxxx NSO 1,500 6.50 15-Dec-07
Xxxxxxxx X. Xxxxx NSO 1,500 6.50 15-Dec-07
Xxxxxx-Xxxx Xxxxx NSO 1,500 6.50 15-Dec-07
W. Xxxx XxXxxxxxxx NSO 1,500 6.50 15-Dec-07
Xxxx X. Xxxxxx NSO 1,500 6.50 15-Dec-07

EXISTING DERIVATIVE SECURITIES

NAME TYPE NO. OF SHARES EXERCISE PRICE EXPIRATION DATE
---- ---- ------------- -------------- ---------------
Xxxxxxxx X. Xxxxxx NSO 1,200 6.50 15-Dec-07
Xxxxxxx X. Xxxxx NSO 1,000 6.50 15-Dec-07
Xxxx X. Xxxxxxxx NSO 1,000 6.50 15-Dec-07
--------------------------------------------------------------------------------
TOTAL 1,128,978

X.X. Xxxxx Warrant 232,693 62.41 17-Oct-03
W.E. Xxxxxx Warrant 256,693 62.41 17-Oct-03
R.E. Xxxxxxx Warrant 36,000 62.41 17-Oct-03

SCHEDULE 3.01
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 3.01 are used
herein as therein defined.

(2) Each Stockholder is an "accredited investor" as defined in
Securities Act Rule 501(a) except for the following:

NAME
Xxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxx
M. Xxxxx Xxxx
Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxx Xxxxxx, Xx.
The Xxxxxxxx X. Xxxxxxxx Family
Limited Partnership, Ltd.
The Xxxx Xxxxx Family Limited
Partnership, Ltd.

SCHEDULE 3.02
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI Engineering, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 3.02 are used
herein as therein defined.

(2) The following table sets forth the ownership of the Company's
Capital Stock as of the date hereof:

TOTAL
NAME CLASS SHARES
---- ----- ------

STOCKHOLDERS:

Xxxxx X. Xxxxx Common 271,323
Xxxxx Xx-Xxxxxx Common 273,606
Xxxxx Xxxxxxx Common 14,643
The Xxxxxxxx X. Xxxxxxxx Family Limited Common 180,000
Partnership, Ltd.
X.X. Xxxxxx Family Partnership, Ltd. Common 957,914
Xxxxxx Xxxx Xxxxxxxxx Common 424,344
Xxxxxx X. Xxxxxxx Common 184,557
Xxxx X. Xxxxx Common 14,074
Xxxxxxx X. Xxxxxx Common 326,426
Xxxxxxx X. Xxxxxxxxxxx Common 22,944
Xxxxx X. Xxxxxx Common 139,992
Xxxxxxx X. Xxxxxxx Common 28,973
Xxxxxx Xxxxx Common 156,225
M. Xxxxx Xxxx Common 24,551
Xxxxxxx X. Xxxxxxx Common 30,498
Xxxxxx X. Xxxxx Common 83,000
Xxxx X. Xxxxxxx Common 10,135
Xxxxx Xxxxxxxxx Common 11,253
Xxxxxx X. Xxxxxxx Common 120,000
Xxxxxxx X. Xxxxxx Common 24,551
Xxxxxxx X. Xxxxxxxx Common 237,986
Xxxxxx X. Xxxxxxxxx Common 27,448
Xxxxx X. Xxxxxxxxx Common 10,000
Xxxxx X. Xxxxx Common 141,875

TOTAL
NAME CLASS SHARES
---- ----- ------
Xxxx Xxxxxx, Xx. Common 181,285
Xxxxx Xxxxxx, Xx. Common 39,599
Xxxxxx Xxxxxx, Xx. Common 183,036
The Xxxx Xxxxx Family Limited Partnership,
Ltd. Common 300,000
--------------------------------------------------------------------------------
SUBTOTAL FOR STOCKHOLDERS 4,420,238
--------------------------------------------------------------------------------
OTHER STOCKHOLDERS:
X. Xxxxx Common 2,250
X. Xxxxxx Common 1,525
X. Xxxxxxx Common 5,625
X. Xxxxxxxx Common 5,625
X. Xxxxxxxxx Common 5,625
X.X. Xxxxxxx Common 5,625
X. Xxxxxxxx Common 3,000
X. Xxxxxxxx Common 500
X. Xxxxxxx Common 250
X. Xxxx Common 5,847
M. Day Common 1,125
X. Xxxxxx Common 900
X. Xxxxx Common 2,813
X. Xxxxx Common 1,000
X. Xxxxxx-Xxxxxx Common 200
X. Xxxxxx Common 3,000
X. Xxxxxxx Common 1,500
X. Xxxxx Common 866
X. Xxxxxxxx Common 4,421
X. Xxxxxxxx Common 1,025
X. Xxxxxx Common 5,625
X. Xxxxxxx Common 1,125
X. Xxxxx Common 1,000
X. Xxxxxx Common 3,000
X. Xxxxxxx Common 6,075
X. Xxxxxx Common 5,625
X. Xxxxx Common 1,125
X. XxXxxxx Common 3,375
G. Long Common 2,651
X. Xxxxxx Common 1,000
X. Xxxxxxx Common 5,625
X. XxXxxxxxxx Common 1,125
X. Xxxxxx Common 1,000
X. Xxxxxx Common 2,525
X. Xxxxxx Common 2,525
X. X'Xxxxx Common 5,694
X. X'Xxxx Common 1,000
X. Xxxxx Common 1,125
X. Xxxxxx Common 2,000

TOTAL
NAME CLASS SHARES
---- ----- ------
X. Xxxxxx Common 3,500
X. Xxxxxx Common 5,625
X. Xxxxxxxx Common 1,126
X. Xxxxxxxxx Common 1,500
I.D. Xxxxxxxxx Common 5,625
X. Xxxxxxx Common 1,500
X. Xxxxxxxxx Common 5,000
X. Xxxxxxxx Common 5,625
X. Xxxxxxx Common 5,625
X. Xxxxxx Common 2,253
X. Xxxxxx Common 4,500
X.X. XxxXxxxx Common 6,750
J. Xxxxxxxx Xxxxxx 000
X. Xxxxxx Xxxxxx 9,732
X. Xxxxx Common 1,125
X. Xxxxxx Common 5,862
--------------------------------------------------------------------------------
SUBTOTAL FOR OTHER STOCKHOLDERS 171,590
--------------------------------------------------------------------------------
GRAND TOTAL 4,591,828
-------------------------------------------------------------------=============

(3) No exception is taken to the representations and warranties made in
Section 3.02 of the captioned Agreement.

SCHEDULE 3.07
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 3.07 are used
herein as therein defined.

(2) The Stockholder is, alone or with one or more other Persons, the
controlling Affiliate of the following Entity, business or trade (other than the
Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the
Company) that is (a) engaged in any line of business which is the same as or
similar to any line of business in which the Company or any Company Subsidiary
is engaged or (b) is, or has within the three year period ending on the date of
the captioned Agreement, engaged in any transaction with the Company or any
Company Subsidiary except for (i) transactions in the ordinary course of
business of the Company or that Company Subsidiary and (ii) any single
transaction (or series of related transactions) involving property or services
having a value, or the payment of money, of less than $10,000:

PEI Investments, a Texas joint venture owned one-third by the Company,
one-third by Xxxxxxx X. Xxxxxx and one-third by Persons who are not
Stockholders, has leased the Company's corporate headquarters building
in Beaumont, Texas, to the Company pursuant to the Lease Agreements
between the Company and PEI Investments identified in Section 4.18(a)
of the Disclosure Statement. The Company has guaranteed the loan in
the outstanding principal amount as, of the Current Balance Sheet
Date, of $229,916.14 from Silsbee State Bank to PEI Investments which
is secured by a mortgage on the corporate headquarters building.

SCHEDULE 4.11
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 4.11 are used
herein as therein defined.

(2) The following Related Party Agreements will be permitted to continue
in effect past the date of the Closing in accordance with their terms, subject
to the following provisions of this Schedule:

(a) The New Employment Agreements.

(b) Employment Agreement dated March 1, 1998, between the Company and
Xxxxxx X. Xxxxx providing for the employment of Xx. Xxxxx as an
Executive Vice President of the Company during the term ending
March 1, 2001.

(c) Employment Agreement dated October 17, 1996, between the Company
and Xxxxxx X. Xxxxxx providing for the employment of Xx. Xxxxxx
as the Chairman of the Board of RPM Engineering, Inc. during the
term ending October 17, 2001.

(d) Employment Agreement dated October 17, 1996, between the Company
and Xxxxxx X. Xxxxx providing for the employment of Xx. Xxxxx as
the President of RPM Engineering, Inc. during the term ending
October 17, 1999.

(e) Employment Agreement dated January 31, 1997, between the Company
and Xxxxx X. Xxxxxx providing for the employment of Xx. Xxxxxx as
the Vice President and Secretary of RPM Engineering, Inc. during
the term ending January 31, 2001.

(f) Employment Agreement dated January 31, 1997, between the Company
and Xxxxxxx X. Xxxxxxxx providing for the employment of Xx.
Xxxxxxxx as the President of Alliance Engineering Associates,
Inc. during the term ending January 31, 2001.

(g) The Substitute Derivative Securities issued pursuant to Section
2.07.

(h) Lease Agreements identified in Section 4.18(a) of the Disclosure
Statement, between the Company and PEI Investments, a Texas joint
venture of which the Company owns a one-third interest and
Xxxxxxx X. Xxxxxx or X.X. Xxxxxx Family Partnership, Ltd. owns a
one-third interest with respect to the Company's corporate
headquarter building in Beaumont, Texas.

(i) Note payable to RPM Investments Ltd., a partnership owned by
certain Stockholders in the principal amount of $200,000 as of
the Current Balance Sheet Date.

(j) Contract of Sale dated July 10, 1996, between the Company and
Xxxxxx X. Xxxxx regarding the purchase by the Company of the
stock of Triangle Engineers and Construction, Inc. to the extent
that the indemnity obligations in Articles V and VI of such
agreement and the covenant not to compete in Article VII of such
agreement have not terminated.

(k) Covenant Not to Compete Agreement dated July 10, 1996, between
Xxxxxx X. Xxxxx and the Company.

(l) Stock Purchase Agreement dated October 17, 1996, between the
Company and Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxx regarding the
purchase by the Company of RPM Engineering, Inc. to the extent
that the earnout provisions of Section 1.3 of that agreement have
not been fully performed and the indemnity obligations contained
in Section 4 of that agreement have not terminated.

(m) The Alliance Agreement to the extent the indemnity obligations in
Article IV. of such agreement have not terminated.

(n) Creole Trading, Inc. owes Triangle Engineers and Constructors,
Inc. approximately $50,000 for build-out expenses on a facility
formerly occupied by Triangle and owned by an Affiliate of Xxxxxx
X. Xxxxx. Creole Trading, Inc. is owned by, among others, Xxxxxx
X. Xxxxx.

(o) Xxxxx Service Shop provides electrical maintenance services at
the Executive I facility at 0000 Xxxxxxxxx Xxxx. under an oral
agreement. Charges for services rendered under such oral
agreement have generally cost approximately $900 per month. Xxxxx
Service Shop is owned by Xxxxx X. Xxxxx.

SCHEDULE 6.03
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 6.03 are used
herein as therein defined.

(2) The Company may deviate from the restrictions in Section 6.03 with
the consent in writing of OEI.

SCHEDULE 6.04
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 6.04 are used
herein as therein defined.

(2) The Company and the Company Subsidiaries may adjust, in the ordinary
course of business, present salaries of employees who are not officers or
directors of the Company.

(3) The Company may pay normal merit bonuses to employees in amounts
consistent with the Company's past practices, policies and agreements.

(4) Prior to the Closing, the Company may issue shares of Company Common
Stock to the extent necessary to satisfy its obligations with respect to the
exercise of any of the Outstanding Derivative Securities.

(5) Prior to the Closing, the Company may issue shares of Common Stock
to the extent necessary to satisfy the Company's obligations with respect to
Section 1.8 of the Alliance Agreement and any agreement which amends, modifies
or satisfies the Company's obligations with respect to Section 1.8 of the
Alliance Agreement.

SCHEDULE 6.11
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 6.11 are used
herein as therein defined.

(2) The Company will make all arrangements and take all such actions as
are necessary and satisfactory to OEI to dispose, prior to the Effective Time,
of the following assets in the manner indicated below:

None

SCHEDULE 8.05
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 8.05 are used
herein as therein defined.

(2) At or within 10 days following the Effective Time, OEI will cause
the following Stockholder and Other Stockholder Guarantees to be terminated:

None

SCHEDULE 10.01
to the
Agreement and Plan of Reorganization
dated as of April 10, 1998
among
OEI International, Inc.
PEI Acquisition, Inc.
Petrocon Engineering, Inc.
and
the Stockholders Named Therein

(1) Words and terms used in this Schedule which are defined in the
captioned Agreement to which this Schedule is attached as Schedule 10.01 are
used herein as therein defined.

(2) Each of the Stockholders identified below is a Restricted
Stockholder and subject to all the restrictions set forth in Section 10.01 of
the captioned Agreement:

None

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EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF APRIL 10, 1998

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